Form of Stock Option Agreement

Exhibit 10.47

COOPER CAMERON CORPORATION
NON-QUALIFIED [INCENTIVE] STOCK OPTION AGREEMENT

Effective Date: [DATE]

     1. Purpose. As an additional incentive and inducement to the employee herein granted a stock option (the “Optionee”) to remain in the employment of the Company and its subsidiaries and to acquire an ownership position in the Company, thereby aligning the interests of the Optionee with those of the Company and its stockholders, the Company hereby grants to the Optionee the option to purchase from the Company at the times and upon the terms and conditions set forth on the attached Notice of Grant of Stock Options and Option Agreement (the “Agreement”). If optionee completes, signs, and returns one copy of this Agreement to the Company in Houston, Texas, U.S.A., this Agreement will become effective as of November 10, 2005.

     2. Terms Subject to the Plan. The Agreement is expressly subject to the terms and provisions of the Company’s 2005 Equity Incentive Plan (the “Plan”), a copy of which is attached hereto, and in the event there is a conflict between the terms of the Plan and the Agreement, the terms of the Plan shall control.

     3. Purchase Price. The purchase price of the Shares of the Company’s common stock subject to the Agreement shall be $[GRANT PRICE] (post-split) per Share.

     4. Vesting. The option granted pursuant to the Agreement (“Option”) may be exercised during the period beginning [DATE](one year from the date on which it was granted), and ending [DATE] (seven years from the date on which it was granted), in whole at any time or in part from time to time, but only as to the number of Shares as to which the right to exercise has vested at the time of exercise as set forth in the Agreement.

     5. Exercise of Option. The Option granted herein may be exercised, in whole or in part, from time to time by the Optionee by giving written notice to the Secretary of the Company on or prior to the date on which the Option terminates. Such notice shall identify the Option and specify the number of whole Shares that the Optionee desires to purchase. Any notice of exercise shall be in a form substantially similar to the form attached hereto. Payment of the purchase price of the Shares that the Optionee desires to purchase shall be tendered in full at the time of giving notice by (i) cash, check, or bank draft payable and acceptable to the Company (or the equivalent thereof acceptable to the Company), (ii) Shares theretofore owned and held by the Optionee for more than six months, (iii) a combination of cash and Shares theretofore owned and held by the Optionee for more than six months, or (iv) the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the exercise price. The notice shall not be

considered to be properly given unless accompanied by all documentation deemed appropriate by the Company to reflect exercise of the Option and compliance with all applicable laws, rules and regulations. The notice shall state a requested delivery date for the Share certificate or certificates at least fifteen days after the delivery of such notice; provided, however, that if the Optionee is exercising any Option granted pursuant to this Agreement in connection with a broker’s transaction described in 5(iv) above, such notice shall state a requested date of delivery to the broker of such Share certificate or certificates which shall be no later than five business days after delivery of such notice or such greater or lesser time as may be required or permitted by law.

     6. Shares Subject to Listing and Registration. The Option granted herein shall be subject to the listing, registration or qualification of the Shares subject to such Option upon any securities exchange or under any applicable state or federal law. This Option may not be exercised in whole or in part unless such listing, registration or qualification shall have been effected or obtained free of any conditions not reasonably acceptable to the Board of Directors.

     7. Changes in the Company’s Capital Structure. The number of Shares subject to the Option and the price per Share payable upon exercise of the Option may be adjusted in an equitable manner determined by the Compensation Committee of the Board of Directors, in its sole discretion and without liability to any person, in the event of (i) a subdivision or consolidation of Shares or other capital adjustments, (ii) the payment of a stock dividend or a recapitalization, or (iii) a “corporate transaction”, as such term is defined in Treasury Regulation §1.425-1(a)(1)(ii), or any other transaction which, in the opinion of the Committee, is similar to a “corporate transaction”, as defined by such Treasury Regulations as in effect on the date hereof, including without limitation any spin-off or other distribution to the security holders of the Company of securities or property of the Company or a subsidiary thereof. No adjustment pursuant to this provision shall require the Company to issue or sell a fractional Share upon exercise of the Option, such Option to be adjusted down to the nearest full Share in the event of such adjustment.

     8. Covenant Not To Compete, Solicit or Disclose Confidential Information.

     (a) The Optionee acknowledges that the Optionee is in possession of and has access to confidential information, including material relating to the business, products or services of the Company and that he or she will continue to have such possession and access during employment by the Company. The Optionee also acknowledges that the Company’s business, products and services are highly specialized and that it is essential that they be protected, and, accordingly, the Optionee agrees that as partial consideration for the Option granted herein that should the Optionee engage in any “Detrimental Activity,” as defined below, at any time during his or her employment or during a period of one year following his or her termination the Company shall be entitled to: (i) cancel any un-exercised portion of the Option; (ii) recover from the Optionee the value of any portion of the Option that has been exercised; (iii) seek injunctive relief against the Optionee; (iv) recover all damages, court costs, and

attorneys’ fees incurred by the Company in enforcing the provisions of this Option grant, and (v) set-off any such sums to which the Company is entitled hereunder against any sum which may be owed the Optionee by the Company.

     (b) “Detrimental Activity” for the purposes hereof, other than with respect to involuntary termination without cause, termination in connection with or as a result of a “Change of Control” (as defined in Section 10(b) hereof), or termination following a reduction in job responsibilities, shall include: (i) rendering of services for any person or organization, or engaging directly or indirectly in any business, which is or becomes competitive with the Company; (ii) disclosing to anyone outside the Company, or using in other than the Company’s business, without prior written authorization from the Company, any confidential information including material relating to the business, products or services of the Company acquired by the Optionee during employment with the Company; (iii) soliciting, interfering, inducing, or attempting to cause any employee of the Company to leave his or her employment, whether done on Optionee’s own account or on account of any person, organization or business which is or becomes competitive with the Company, or (iv) directly or indirectly soliciting the trade or business of any customer of the Company. “Detrimental Activity” for the purposes hereof with respect to involuntary termination without cause, termination in connection with or as a result of a “Change of Control”, or termination following a reduction in job responsibilities, shall include only part (ii) of the preceding sentence.

     9. Termination of Employment.

     (a) If the Optionee’s employment voluntarily terminates at age 55 or older and the Optionee has at least ten years of service with the Company, any unvested shares shall continue to vest according to the terms of the Option; except that if such termination occurs within one year from grant date, the number of shares that will continue to vest shall be reduced to be proportionate to that portion of the year between grant date and termination date. The balance of the Option shall be immediately cancelled. The Optionee shall have the right to exercise the Option at any time within the term of the Option or a three (3) year period commencing on the day next following such termination, whichever is less; and

     (b) If the Optionee’s employment terminates by reason of the death or the long-term disability (as defined in Company plans) of the Optionee, any unvested shares shall vest in full; except that if such termination occurs within one year from grant date, the number of shares that will vest in full shall be reduced to be proportionate to that portion of the year between grant date and termination date. The balance of the Option shall be immediately cancelled. The Optionee or his/her personal representatives, heirs, legatees or distributees shall have the right to exercise the Option granted hereunder at any time within the term of the Option or a three (3) year period commencing on the date of death or the date of termination due to long-term disability, whichever is less; and

     (c) If the Optionee’s employment terminates by reason of a workforce reduction, any unvested shares shall vest in full; except that if such termination occurs within one

year from grant date, the number of shares that will vest in full shall be reduced to be proportionate to that portion of the year between grant date and termination date. The balance of the Option shall be immediately cancelled. The Optionee shall have the right to exercise the Option granted hereunder at any time within the term of the Option or a three (3) year period commencing on the day next following such termination, whichever is less; and

     (d) If the Optionee’s employment terminates voluntarily other than as provided for in Section (a) above, or as a result of involuntary termination other than for cause or as provided for in Sections (b) and (c) above, no additional Shares shall vest for the benefit of the Optionee after the termination date and the Option shall be exercisable by the Optionee, with respect to those Shares which have vested only, within a three (3) month period after such termination or the term of the Option, whichever is less, but only to the extent it was exercisable immediately prior to the date of termination; and

     (e) If the Optionee’s employment is terminated for cause, the Option shall terminate and no longer be exercisable for either the vested or the unvested Shares.

     10. Change of Control.

     (a) Except as provided by Section 11.2 of the Plan, upon a “Change of Control” of the Company, the Option granted hereunder shall immediately vest and become fully exercisable.

     (b) “Change of Control” for the purposes of this Award, shall mean the earliest date on which:

(i)		any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding voting securities, other than through the purchase of voting securities directly from the Company through a private placement; or
(ii)		individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or
(iii)		a merger or consolidation involving the Company or its stock, or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company unless, immediately following such transaction less than 50% of the then outstanding voting securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by all or substantially of the individuals and entities who were the beneficial owners of the Company’s

legatees, distributees, executors and administrators of the Optionee and the successors and assigns of the Company. This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of Texas. In no event shall an Option granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Optionee other than: (i) by will or the laws of descent and distribution; or (ii) pursuant to the qualified domestic relations order (as defined by the Internal Revenue Code); or (iii) with respect to Awards of nonqualified stock options, by transfer by an Optionee to a member of the Optionee’s Immediate Family, or to a partnership or limited liability company whose only partners or shareholders are the Optionee and members of his Immediate Family. However, any Award transferred shall continue to be subject to all terms and conditions contained in the Award Agreement.

     15. Tax Withholding.

     (a) With respect to the cash payment under the Plan, Optionee agrees that as a condition to the exercise of the Option granted hereunder, any cash payment shall be reduced by, or shall include such additional amount required to be paid or withheld with respect thereto under all applicable federal, state and local taxes and any other law or regulation that may be in effect as of the date of each such payment (“Tax Amounts”).

     (b) With respect to issuance of Shares pursuant to the exercise of the Option granted hereunder, no issuance shall be made until appropriate arrangements have been made for the payment of any Tax Amounts that may be required to be paid or withheld with respect thereto, and such arrangements can be accomplished by:

(i)		directing the Company to retain Shares (up to the Optionee’s minimum required tax withholding rate or such other rate that will not trigger a negative accounting impact) otherwise deliverable in connection with the Award;
(ii)		payment of the Required Tax amounts to the Company; or
(iii)		if Optionee is a current employee or Director of the Company, the Optionee may satisfy the obligation for payment of the required Tax Amounts by tendering previously acquired Shares (either actually or by attestation, valued at their then “Fair Market Value” as defined by the Plan) that have been owned for a period of at least six months (or such other period necessary to avoid accounting charges against the Company’s earnings).