Sample Business Contracts

Executive Severance Program - Cooper Cameron Corp.

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                           COOPER CAMERON CORPORATION
                                POLICY BULLETIN

     SUBJECT:  EXECUTIVE SEVERANCE PROGRAM     Effective July 1, 2000


     To establish a severance program for senior level executives of the Company
     that recognizes (i) the relatively more difficult employment transition
     that occurs upon the termination of employment of higher paid individuals;
     and (ii) that senior level executive employees, to a greater extent than
     other salaried employees, serve at the pleasure of the company and are
     decidedly "at will" - meaning that the Company may terminate the employment
     relationship at any time for any reason without liability to the employee.


     This policy applies to corporate officers, division presidents, management
     level direct reports to division presidents and such other employees, as
     may be designated by the Chief Executive Officer of Cooper Cameron


     The covered executive will receive severance pay in the form of salary
     continuation for a period of twelve (12) months following termination of
     employment by the Company for reasons other than cause.

     Payment of this severance benefit is contingent upon signing a full and
     complete severance waiver and release in a form acceptable to the Company.
     (Please see attached waiver and release.)


     The following benefits will be continued during this twelve (12) month
     severance period:
      .  Basic Life Insurance
      .  Supplemental Life Insurance
      .  Basic Accidental Death & Dismemberment
      .  Voluntary Accidental Death & Dismemberment
      .  Medical/Dental (The COBRA eligibility period runs concurrently with the
         severance period.)

     Eligibility for the continuance of any of these benefits ends when the
     covered executive becomes eligible for such benefit under a benefit plan
     offered or sponsored by another employer, except to the extent that the
     terms of the respective plans offer conversion or portability.  No
     additional vacation shall be earned during the severance period.

     All other benefits to which the covered executive may have been eligible
     prior to his/her termination of employment shall cease on the last day of
     employment.  Eligibility for

     distributions under any Cooper Cameron sponsored retirement plan shall be
     pursuant to and made in accordance with the provisions of the specific


     Participation in MICP will be prorated through the last day of employment
     and determined on the basis of the goals and objectives established for the
     applicable plan year.  No further bonus entitlements will be earned during
     the severance period.

     Long-Term Incentive Plan

     Stock options granted to the executive shall be governed by the terms of
     the Company's Long-Term Incentive Plan and the specific provisions of the
     option agreement. As provided in such documents, all vesting of stock
     options ceases as of the last day of employment.  The length of time to
     exercise any vested option is defined in the individual stock option

     Other Provisions

     In addition to salary and benefit continuations as provided above,
     outplacement services will be made available.

     If the division in which the executive is employed is sold, merged or
     consolidated with another entity or business, any executive who continues
     employment or is offered continued employment with a new owner of a former
     Cooper Cameron operation in the same or reasonably comparable position,
     will not be considered terminated within the meaning of this policy.


     To the extent any executive covered under this policy is entitled to
     receive benefits for severance pursuant to statutory or regulatory
     requirements or an employment contract or arrangement, the benefits
     hereunder, which are not intended to duplicate such benefits, shall be
     reduced automatically to avoid any such duplication.  The determination of
     the reduction is the responsibility of the Plans Administration Committee
     whose decision will be final and binding on both the Company and the


     The general administration of the executive severance program is the
     responsibility of the Plans Administration Committee, which has final and
     binding authority to administer the plan in accordance with its stated
     terms.  The corporate vice-president responsible for human resources shall
     have overall responsibility to effectuate the terms and conditions of this
     policy and for the day-to-day administration of this policy. These
     responsibilities may be delegated to other person or persons including
     division personnel where appropriate.

                             WAIVER AND RELEASE AND

In consideration of the Company's agreement to provide me with enhanced
severance benefits under its Executive Severance Program - 2000, I hereby waive
and release the Company from any and all claims, damages, actions, rights,
demands and causes of action of any kind related to my employment or the
termination of my employment by the Company, whether known or unknown, arising
under any federal or state fair employment or discrimination laws, including but
not limited to, Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, the Employee Retirement Income Security Act,
the Family Medical Leave Act, the Americans With Disabilities Act, and any
applicable state's fair employment statutes.  I further waive and release any
claims or demands arising under state or local law, including but not limited
to, common law claims relating to breach of contract and wrongful discharge and
common law tort.  This Waiver and Release (also referred to as this "agreement")
excludes any claims for medical or income replacement benefits for work-related
injuries currently pending or permitted by law and further excludes any pension
or unemployment compensation benefits to which I may be otherwise entitled.
This agreement does not apply to any rights or claims that may arise after its
effective date.  I acknowledge that this agreement is not intended to indicate
that such claims exist or that, if they do exist, they are meritorious.  Rather,
it is simply an agreement that, in return for the enhanced severance benefits
provided under the executive severance program, any and all potential claims of
this nature that I may have against the Company, regardless of whether they
actually exist, are expressly settled and waived.

By signing this agreement, I agree to be bound by it.  Anyone who succeeds to my
rights and responsibilities, such as heirs or the executor of my estate, shall
also be bound by this agreement.

I have signed this agreement voluntarily and without coercion or duress.  I
understand the final and binding effect of this agreement and agree to each of
its terms.  I acknowledge that the only promises made to me to sign this
agreement are those stated in the Plan.  I have been advised to consult with an
attorney prior to executing this agreement and I have been given at least
twenty-one (21) days to consider this agreement before signing.  I understand
that I have seven (7) days to revoke, in writing, this agreement which will not
become effective or enforceable until this seven (7) day period has expired.  I
further acknowledge that I have carefully read the Plan and this agreement,
understand their terms, and I am voluntarily accepting the Company's offer of
additional benefits under that Plan.  I understand that the enhanced severance
benefits provided under the Plan are valuable consideration to which I would not
otherwise be entitled, but are solely in return for the waiver of rights and
claims stated in this agreement.

In consideration for the benefits provided to me by this agreement, I further
agree not to commence any lawsuit or make any claims against the Company for
matters covered by this agreement, nor to participate in any such action or
claim other than as required by law (except as necessary to protect my rights
under this agreement).  I represent that, as of the effective date of this
agreement, I have not brought or joined any lawsuit or filed any charge or claim
against the Company in any court or before any government agency.

I agree that if I breach any of my obligations under this agreement, the Company
will have the right, at its option, to rescind this agreement, in which event I
shall be obligated to return to the Company all amounts paid to me as enhanced
severance benefits under the Plan.  If I do bring any claim or lawsuit against
the Company relating to my employment that has been waived in this agreement, as
to any person or entity I sue or bring a claim against in violation of this
agreement, I agree to pay all costs and expenses incurred by such person or
entity, including reasonable attorney's fees, in defending against such lawsuit.

I further agree that the continued entitlement to salary continuation and
additional severance benefits is contingent on my not becoming engaged in any
employment or other enterprise that involves being in competition with the
Company in any of the markets or product lines with which I was involved while
employed by the Company and will not, directly or indirectly, participate in the
solicitation or recruitment of any Company employees.

Should any provision of this agreement be declared invalid by a court of
competent jurisdiction, the remaining provisions shall remain in full force and
effect, except that the waiver and release portion of this agreement is
unenforceable, the entire agreement shall be voidable at the option of the
Company, thereby requiring me to return to the Company all payments and benefits
given in consideration for the waiver and release.

As used in this agreement, the word "Company" shall mean Cooper Cameron
Corporation, its unincorporated divisions, wholly-owned subsidiaries,
affiliates, successors and assigns, as well as each of their respective agents,
employees, officers and directors acting in their individual and/or official

Signed by:               ______________________________________________

Printed Name:            ______________________________________________

Dated:                   ______________________________________________

Witnessed by:            ______________________________________________

Printed Name:            ______________________________________________

Company Representative:  ______________________________________________

Title:                   ______________________________________________

Dated:                   ______________________________________________