First Amendment to Cooper Cameron Corporation 2005 Equity Incentive Plan

Summary

Cooper Cameron Corporation has amended its 2005 Equity Incentive Plan to limit certain grants so that their cumulative total does not exceed 5% of the total shares under the plan. This amendment, effective February 15, 2006, was approved by the company's Vice President, General Counsel, and Secretary. All other terms of the plan remain unchanged and are reaffirmed by the company.

EX-10.1 3 exhibit2.htm EX-10.1 EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO
COOPER CAMERON CORPORATION
2005 EQUITY INCENTIVE PLAN

WHEREAS, COOPER CAMERON 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 15, 2006:

Section 7.4 of the 2005 Equity Incentive Plan be and hereby is amended by adding, in the seventh line thereof following the word “employer,” the following words:

“(so long as the cumulative total of any such grants does not exceed five percent (5%) of the total number of shares subject to the Plan)”

As amended hereby, the Plan is specifically ratified and affirmed.

APPROVED:

/s/ William C. Lemmer

William C. Lemmer
Vice President, General Counsel
and Secretary

Date: February 15, 2006