SIXTHAMENDMENT TO THE CAMERONINTERNATIONAL CORPORATION 2005EQUITY INCENTIVE PLAN

EX-10.16 3 ex10-16.htm SIXTH AMENDMENT TO CAM EQIP ex10-16.htm

Exhibit 10.16

SIXTH AMENDMENT TO THE

CAMERON INTERNATIONAL CORPORATION

2005 EQUITY INCENTIVE PLAN

WHEREAS, CAMERON INTERNATIONAL CORPORATION (the “Company”) has heretofore adopted the 2005 EQUITY INCENTIVE PLAN (the “EQIP Plan”); and

WHEREAS, the Company desires to amend the 2005 Equity Incentive Plan in certain respects;

NOW, THEREFORE, the 2005 Equity Incentive Plan shall be amended as follows, effective as of February 18, 2009:

1.	Section 3.1(a) shall be amended so that the last sentence thereof shall read in its entirety:
	Any Shares that are subject to Awards other than Options or Stock Appreciate Rights shall be counted against this limit as one and fifty-nine tenths (1.59) Shares for every one (1) Share granted.
2.	As amended hereby, the Plan is specifically ratified and reaffirmed.

APPROVED:

/s/ William C. Lemmer

______________________________

William C. Lemmer

Senior Vice President and General Counsel

Date: February 18, 2009