Quarterly Report — Form 10-Q Filing Table of Contents
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1: 10-Q September 30, 2007 Form 10-Q Final HTML 768K
9: EX-10.10 Retirement Plan for the Directors of Halliburton HTML 55K
Company, as Amended & Restated Effective
July 1, 2007
10: EX-10.11 First Amendment to the Retirement Plan for the HTML 18K
Directors of Halliburton Company,
Effective Sept. 1, 2007
2: EX-10.3 2008 Halliburton Elective Deferral Plan, as HTML 151K
Amended & Restated Effective January 1,
2008
3: EX-10.4 Halliburton Company Supplemental Executive HTML 79K
Retirement Plan, as Amended & Restated
Effective January 1, 2008
4: EX-10.5 Halliburton Company Benefit Restoration Plan, as HTML 75K
Amended & Restated Effective January 1,
2008
5: EX-10.6 Halliburton Annual Performance Pay Plan, as HTML 82K Amended and Restated Effective January 1, 2007
6: EX-10.7 Halliburton Management Performance Plan, as HTML 68K
Amended & Restated Effective January 1,
2007
7: EX-10.8 Halliburton Company Pension Equalizer Plan, as HTML 75K
Amended & Restated Effective March 1,
2007
8: EX-10.9 Halliburton Company Directors' Deferred HTML 65K
Compensation Plan, as Amended & Restated
Effective January 1, 2007
11: EX-31.1 Certification of Chief Executive Officer Pursuant HTML 16K
to Section 302 of the Sarbanes-Oxley Act
of 2002
12: EX-31.2 Certification of Chief Financial Officer Pursuant HTML 16K
to Section 302 of the Sarbanes-Oxley Act
of 2002
13: EX-32.1 Certification of Chief Executive Officer Pursuant HTML 12K
to Section 906 of the Sarbanes-Oxley Act
of 2002
14: EX-32.2 Certification of Chief Financial Officer Pursuant HTML 12K
to Section 906 of the Sarbanes-Oxley Act
of 2002
EX-10.6 — Halliburton Annual Performance Pay Plan, as Amended and Restated Effective January 1, 2007
ARTICLE I
PURPOSE
.......................................................................................................................................................................................1
ARTICLE
II
DEFINITIONS
...............................................................................................................................................................................1
ARTICLE
III
PARTICIPATION
........................................................................................................................................................................4
3.2Partial
Plan Year
Participation ..................................................................................................................................................................5
3.3No
Right to
Participate ..............................................................................................................................................................................5
3.5Consent
to Dispute
Resolution ...............................................................................................................................................................6
ARTICLE
IV
ADMINISTRATION
..................................................................................................................................................................6
ARTICLE
V REWARD
DETERMINATIONS
...............................................................................................................................................6
ARTICLE
VI
DISTRIBUTION OF REWARDS
............................................................................................................................................7
6.1Form
and Timing of
Payment .................................................................................................................................................................7
ARTICLE
VII
TERMINATION OF EMPLOYMENT
...................................................................................................................................9
7.1Termination
of Service During Plan
Year .............................................................................................................................................9
7.2Termination
of Service After End of Plan Year But Prior to the Payment
Date ..............................................................................9
ARTICLE
VIII
RIGHTS OF PARTICIPANTS AND
BENEFICIARIES .......................................................................................................9
8.1Status
as a Participant or
Beneficiary ...................................................................................................................................................9
8.4Nature
of
Plan .........................................................................................................................................................................................10
ARTICLE
IX
CORPORATE CHANGE
........................................................................................................................................................10
ARTICLE
X
AMENDMENT AND TERMINATION
...............................................................................................................................11
i
Page
No.
ARTICLE
XI MISCELLANEOUS
...............................................................................................................................................................11
11.1Governing
Law .....................................................................................................................................................................................11
11.4Effective
Date .......................................................................................................................................................................................11
ii
HALLIBURTON
ANNUAL
PERFORMANCE PAY PLAN
The
Compensation Committee of Directors of Halliburton Company, having heretofore
established the Halliburton Annual Performance Pay Plan (formerly known as
the
Annual Reward Plan), pursuant to the provisions of Article X of said Plan,
hereby amends and restates said Plan to be effective in accordance with the
provisions of Section 11.4 hereof.
ARTICLE
I
PURPOSE
The
purpose of the Halliburton Annual Performance Pay Plan (the “Plan”) is to reward
management and other key employees of the Company and its Affiliates for
improving financial results which drive the creation of value for shareholders
of the Company and thereby, serve to attract, motivate, reward and retain high
caliber employees required for the success of the Company. The Plan
provides a means to link total and individual cash compensation to Company
performance, as measured by Cash Value Added (“CVA”), a demonstrated driver of
shareholder value, and, where appropriate, additional performance measures
which
drive CVA.
ARTICLE
II
DEFINITIONS
2.1Definitions. Where
the following words and phrases appear in the Plan, they shall have the
respective meanings set forth below, unless their context clearly indicates
to
the contrary.
“Administrative
Committee” shall mean administrative committee appointed by the Compensation
Committee to administer certain aspects of the Plan.
“Affiliate”
shall mean a Subsidiary of the Company or a division or designated group of
the
Company or a Subsidiary.
“Base
Salary” shall mean the annualized pay rate of a Participant as in effect on
January 1 of a Plan Year, including base pay a Participant could have received
in cash in lieu of (i) contributions made on such Participant’s behalf to a
qualified Plan maintained by the Company or to any cafeteria plan under
Section 125 of the Code maintained by the Company and (ii) deferrals
of compensation made at the Participant’s election pursuant to a plan or
arrangement of the Company or an Affiliate, but excluding any Rewards under
this
Plan and any other bonuses, incentive pay or special awards.
“Beneficiary”
shall mean the person, persons, trust or trusts entitled by Will or the laws
of
descent and distribution to receive the benefits specified under the Plan in
the
event of the Participant’s death prior to full payment of a Reward.
“Board
of
Directors” shall mean the Board of Directors of the Company.
“Business
Unit CVA” shall mean the respective CVA of designated business units, each
calculated on an aggregate basis for their respective operations.
“Cause”
shall mean (i) the conviction of the Participant of a felony under Federal
law or the law of the state in which such action occurred, (ii) dishonesty
in course of fulfilling the Participant’s employment duties or (iii) the
disclosure by the Participant to any unauthorized person or competitor of any
confidential information or confidential knowledge as to the business or affairs
of the Company and its Affiliates.
“CEO”
shall mean the Chief Executive Officer of the Company.
“Code”
shall mean the Internal Revenue Code of 1986, as amended.
“Committee”
shall mean the Compensation Committee of Directors of the Company, appointed
by
the Board of Directors from among its members, no member of which shall be
an
employee of the Company or a Subsidiary.
“Common
Stock” shall mean the common stock, par value $2.50 per share of Halliburton
Company.
“Company”
shall mean Halliburton Company and its successors.
“Company
CVA” shall mean CVA calculated on a consolidated basis.
“Corporate
Change” shall mean one of the following events: (i) the merger,
consolidation or other reorganization of the Company in which the outstanding
Common Stock is converted into or exchanged for a different class of securities
of the Company, a class of securities of any other issuer (except a direct
or
indirect wholly owned Subsidiary), cash or property; (ii) the sale, lease
or exchange of all or substantially all of the assets of the Company to another
corporation or entity (except a direct or indirect wholly owned Subsidiary);
(iii) the adoption by the stockholders of the Company of a plan of
liquidation and dissolution; (iv) the acquisition (other than any
acquisition pursuant to any other clause of this definition) by any person
or
entity, including, without limitation, a “group” as contemplated by
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of
beneficial ownership, as contemplated by such Section, of more than twenty
percent (based on voting power) of the Company’s outstanding capital stock; or
(v) as a result of or in connection with a contested election of directors,
the persons who were directors of the Company before such election shall cease
to constitute a majority of the Board.
“CVA”
shall mean the difference between operating cash flow and a capital charge,
calculated in accordance with the criteria and guidelines set forth in the
Corporate Policy entitled “Cash Value Added (CVA),” as in effect at the time any
such calculation is made.
2
“CVA
Drivers” shall mean such additional performance measures (either objective or
subjective) as may be approved by the CEO from time to time to reinforce key
operating and strategic goals important to the Company and its business
units. Particular CVA Drivers may vary from business unit to business
unit and from Participant to Participant within a particular business unit
as
deemed appropriate according to the needs of the applicable business
unit.
“Dispute
Resolution Program” shall mean the Halliburton Dispute Resolution
Plan.
“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as
amended.
“Group
CVA” shall mean the respective CVA of the Halliburton Energy Services Group and
the Engineering and Construction Group, each calculated on an aggregate basis
for their respective operations.
“Key
Employees” shall mean regular, full-time employees of the Company or an
Affiliate below the Officer level.
“Officer”
shall mean a full officer of the Company or an Affiliate.
“Participant”
shall mean any active employee of the Company or an Affiliate who participates
in the Plan pursuant to the provisions of Article III hereof. An
employee shall not be eligible to participate in the Plan while on a leave
of
absence.
“Participant
Category” shall mean a grouping of Participants determined in accordance with
the applicable provisions of Article III.
“Payment
Date” shall mean, with respect to a particular Plan Year, the date payment is
actually made following the end of the applicable Plan Year but no later than
the last business day of February of the year next following the end of such
Plan Year, or as soon as administratively practicable thereafter if it is
administratively impracticable to make payment by that date and such
impracticability was not reasonably foreseeable at the end of the applicable
Plan Year.
“Performance
Goals” shall mean, for a particular Plan Year, established levels of applicable
Performance Measures.
“Performance
Measures” shall mean the criteria used in determining Performance Goals for
particular Participant Categories, which may include one or more of the
following: Company CVA, Group CVA, Business Unit CVA and CVA
Drivers.
“Plan”
shall mean the Halliburton Annual Performance Pay Plan as amended and restated
effective January 1, 2002, and as the same may thereafter be amended from time
to time.
3
“Plan
Year” shall mean the calendar year ending December 31, 1995 and each subsequent
calendar year thereafter.
“Reward”
shall mean the dollar amount of incentive compensation payable to a Participant
under the Plan for a Plan Year determined in accordance with
Section 5.3.
“Reward
Opportunity” shall mean, with respect to each Participant Category, incentive
reward payment amounts, expressed as a percentage of Base Salary, which
corresponds to various levels of pre-established Performance Goals, determined
pursuant to the Reward Schedule.
“Reward
Schedule” shall mean the schedule which aligns the level of achievement of
applicable Performance Goals with Reward Opportunities for a particular Plan
Year, such that the level of achievement of the pre-established Performance
Goals at the end of such Plan Year will determine the actual
Reward.
“Senior
Executive” shall have the meaning set forth in Corporate Policy 3-9002,
Executive Compensation Administration, as such Policy may from time to time
be
amended.
“Subsidiary”
shall mean any corporation 50 percent or more of whose voting power is owned,
directly or indirectly, by the Company.
2.2Number. Wherever
appropriate herein, words used in the singular shall be considered to include
the plural and words used in the plural shall be considered to include the
singular.
2.3Headings. The
headings of Articles and Sections herein are included solely for convenience,
and if there is any conflict between headings and the text of the Plan, the
text
shall control.
ARTICLE
III
PARTICIPATION
3.1Participants. Active
employees who are Senior Executives as of the beginning of each Plan Year shall
be Participants for such Plan Year. In addition, such other Officers
and Key Employees as may be designated annually as Participants by the CEO
prior
to the last day of March each Plan Year shall be Participants for such Plan
Year.
4
3.2Partial
Plan Year Participation. If,
after the beginning of a Plan Year, an employee who was not previously a
Participant for such Plan Year (i) is newly appointed or elected as a
Senior Executive or (ii) returns to active employment as a Senior Executive
following a leave of absence, such employee shall become a Participant effective
with such appointment or election or return to active service, as the case
may
be, for the balance of the Plan Year, on a prorated basis, unless the Committee
shall determine, in its sole discretion, that the participation shall be delayed
until the beginning of the next Plan Year. If, after the beginning of
the Plan Year, (i) a person is newly elected or appointed as an Officer
(other than a Senior Executive) or is newly hired, promoted or transferred
into
a position in which he or she is a Key Employee, or (ii) an employee who
was not previously a Participant for such Plan Year returns to active employment
as an Officer (other than a Senior Executive) or a Key Employee following a
leave of absence, the CEO, or his delegate, may designate such person as a
Participant for the pro rata portion of such Plan Year beginning on the first
day of the month following such designation.
If
an
employee who has previously been designated as a Participant for a particular
Plan Year takes a leave of absence during such Plan Year, all of such
Participant’s rights to a Reward for such Plan Year shall be forfeited, unless
the Committee (with respect to a Participant who is a Senior Executive) or
the
CEO (with respect to any other Participant) shall determine that such
Participant’s Reward for such Plan Year shall be prorated based upon that
portion of the Plan Year during which he or she was an active Participant,
in
which case the prorated portion of the Reward shall be paid in accordance with
the provisions of Section 6.1.
Each
Participant shall be assigned to a Participant Category at the time he or she
becomes a Participant for a particular Plan Year. If a Participant
thereafter incurs a change in status due to promotion, demotion, reassignment
or
transfer, (i) the Committee, in the case of the CEO or other Senior
Executive, or (ii) the CEO, or his delegate, in the case of any other
Participant, may approve such adjustment in such Participant’s Reward
Opportunity as deemed appropriate under the circumstances (including termination
of participation in the Plan for the remainder of the Plan Year), such
adjustment to be made on a pro rata basis for the balance of the Plan Year
effective with the first day of the month following such approval, unless some
other effective date is specified. All such approvals shall be
documented in writing and filed with the Plan records for the applicable Plan
Year.
3.3No
Right to Participate. Except
as provided in Sections 3.1 and 3.2, no Participant or other employee of
the Company or an Affiliate shall, at any time, have a right to participate
in
the Plan for any Plan Year, notwithstanding having previously participated
in
the Plan.
3.4Plan
Exclusive. No
employee shall simultaneously participate in this Plan and in any other
short-term incentive plan of the Company or an Affiliate unless such employee’s
participation in such other plan is approved by the CEO, or his
delegate.
5
3.5Consent
to Dispute Resolution. Participation
in the Plan constitutes consent by the Participant to be bound by the terms
and
conditions of the Dispute Resolution Program which in substance requires that
all disputes arising out of or in any way related to employment with the Company
or its Affiliates, including any disputes concerning the Plan, be resolved
exclusively through such program, which includes binding arbitration as the
last
step.
ARTICLE
IV
ADMINISTRATION
Each
Plan
Year, the Committee shall establish the basis for payments under the Plan in
relation to given Performance Goals, as more fully described in Article V
hereof, and, following the end of each Plan Year, determine the actual Reward
payable for each Participant Category. The Committee is authorized to
construe and interpret the Plan, to prescribe, amend and rescind rules,
regulations and procedures relating to its administration and to make all other
determinations necessary or advisable for administration of the
Plan. The CEO shall have such authority as is expressly provided in
the Plan. In addition, as permitted by law, the Committee and the CEO
may delegate such of their respective authority granted under the Plan as deemed
appropriate; provided, however, that (i) the Committee may not delegate its
authority with respect to matters relating to the CEO and other Senior
Executives and (ii) the Committee and the CEO may not delegate their
respective authority under Article V hereof. Decisions of the
Committee and the CEO, or their respective delegates, in accordance with the
authority granted hereby or delegated pursuant hereto shall be conclusive and
binding. Subject only to compliance with the express provisions
hereof, the Committee, the CEO and their respective delegates may act in their
sole and absolute discretion with respect to matters within their authority
under the Plan.
ARTICLE
V
REWARD
DETERMINATIONS
5.1Performance
Measures. CVA
shall be the primary Performance Measure in determining Performance Goals for
any Plan Year. In addition, appropriate CVA Drivers applicable to
particular Participants may also be used as Performance Measures.
5.2Performance
Requirements. Prior
to the last day of February of each Plan Year, (i) the Committee shall
approve the Company CVA, applicable Group CVA and applicable Business Unit
CVA
Performance Goals and the CEO shall approve appropriate CVA Drivers applicable
to certain Participants and (ii) the Committee shall establish a Reward
Schedule which aligns the level of achievement of applicable Performance Goals
with Reward Opportunities, such that the level of achievement of the
pre-established Performance Goals at the end of the Plan Year will determine
the
actual Reward.
6
5.3Reward
Determinations. After
the end of each Plan Year, (i) the Committee shall determine the extent to
which the Performance Goals (other than CVA Drivers) have been achieved and
(ii) the CEO shall determine the extent to which the applicable CVA Drivers
have been achieved, and the amount of the Reward shall be computed for each
Participant in accordance with the Reward Schedule.
5.4Reward
Opportunities. The
established Reward Opportunities may vary in relation to the Participant
Categories and within the Participant Categories. In the event a
Participant changes Participant Categories during a Plan Year, the Participant’s
Reward Opportunities shall be adjusted in accordance with the applicable
provisions of Section 3.2.
5.5Discretionary
Adjustments. Once
established, Performance Goals will not be changed during the Plan
Year. However, if the Committee, in its sole and absolute discretion,
determines that there has been (i) a change in the business, operations,
corporate or capital structure, (ii) a change in the manner in which
business is conducted or (iii) any other material change or event which
will impact one or more Performance Goals in a manner the Committee did not
intend, then the Committee may, reasonably contemporaneously with such change
or
event, make such adjustments as it shall deem appropriate and equitable in
the
manner of computing the relevant Performance Measures applicable to such
Performance Goal or Goals for the Plan Year; provided, however, that the CEO
shall be authorized, subject to the review and oversight of the Committee,
to
make adjustments in the manner of computing one or more CVA Drivers if, when
evaluated in accordance with the standards set forth in the preceding sentence,
he shall deem such adjustments to be appropriate and equitable.
5.6Discretionary
Bonuses. Notwithstanding
any other provision contained herein to the contrary, the Committee may, in
its
sole discretion, make such other or additional bonus payments to a Participant
as it shall deem appropriate.
ARTICLE
VI
DISTRIBUTION
OF REWARDS
6.1Form
and Timing of Payment. Except
as otherwise provided below, the amount of each Reward shall be paid in cash
on
the Payment Date. In the event of termination of a Participant’s
employment prior to the Payment Date for any reason other than death (in which
case payment shall be made in accordance with the applicable provisions of
Article VII), the amount of any Reward (or prorated portion thereof)
payable pursuant to the provisions of Sections 7.1 or 7.2 shall be paid in
cash on the Payment Date.
7
6.2Excess
Remuneration.
(a) Notwithstanding
the provisions of Section 6.1, to the extent that incentive compensation
hereunder does not qualify as performance-based compensation pursuant to
Section 162(m) of the Code, the Committee may, in its discretion, with
respect to a Participant who is a “covered employee” for purposes of
Section 162(m), determine that payment of that portion of a Reward which
would otherwise cause such Participant’s compensation to exceed the limitation
on the amount of compensation deductible by the Company in any taxable year
pursuant to such Section 162(m), be deferred, as permitted by Section 409A
of the Code and applicable regulations thereunder, until (i) the
Participant’s first taxable year in which the Company reasonably anticipates
that its deduction will not be barred by reason of Section 162(m) of the Code
or
(ii) the period beginning with the date of the Participant’s separation
from service and ending on the later of the last day of the taxable year of
the
Company in which the Participant separates from service or the 15th day of the third month
following the Participant’s separation from service. In such case,
interest shall be credited on the portion of the Reward deferred for the period
of the deferral as provided pursuant to Article IV of the Halliburton
Company Benefit Restoration Plan, as amended, or other applicable
plan.
(b) Notwithstanding
any provision of this Plan to the contrary, if a Participant is a “specified
employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any
payment deferred under Section 6.2(a) is paid as a result of the Participant’s
separation from service with the Company (other than death), such amount shall
not be payable before the earlier of (i) the date that is six months after
the
Participant’s termination, (ii) the date of the Participant’s death, or (iii)
the date that otherwise complies with the requirements of Section 409A of the
Code. For purposes of determining the identity of “specified
employees”, the Administrative Committee may establish procedures as it deems
appropriate in accordance with Section 409A of the Code.
6.3Elective
Deferral. Nothing
herein shall be deemed to preclude a Participant’s election to defer receipt of
a percentage of his or her Reward beyond the time such amount would have been
payable hereunder pursuant to the Halliburton Elective Deferral Plan or other
similar plan.
6.4Tax
Withholding. The
Company or employing entity through which payment of a Reward is to be made
shall have the right to deduct from any payment hereunder any amounts that
Federal, state, local or foreign tax laws require with respect to such
payments.
8
ARTICLE
VII
TERMINATION
OF EMPLOYMENT
7.1Termination
of Service During Plan Year. In
the event a Participant’s employment is terminated prior to the last business
day of a Plan Year for any reason other than death, normal retirement at or
after age 65 or disability (as determined by the CEO or his delegate), all
of
such Participant’s rights to a Reward for such Plan Year shall be forfeited,
unless the Committee (with respect to a Participant who was the CEO or other
Senior Executive) or the CEO (with respect to any other Participant) shall
determine that such Participant’s Reward for such Plan Year shall be prorated
based upon that portion of the Plan Year during which he or she was a
Participant, in which case the prorated portion of the Reward shall be paid
in
accordance with the provisions of Section 6.1. In the case of
death during the Plan Year, the prorated amount of such Participant’s Reward
shall be paid to the Participant’s estate, or if there is no administration of
the estate, to the heirs at law, on the Payment Date. In the case of
disability or normal retirement at or after age 65, the prorated amount of
a
Participant’s Reward shall be paid in accordance with the provisions of
Section 6.1.
7.2Termination
of Service After End of Plan Year But Prior to the Payment
Date. If
a Participant’s employment is terminated after the end of the applicable Plan
Year, but prior to the Payment Date, for any reason other than termination
for
Cause, the amount of any Reward applicable to such Plan Year shall be paid
to
the Participant in accordance with the provisions of Section 6.1, except in
the case of death, in which case the amount of the Reward then unpaid shall
be
paid to such Participant’s estate, or if there is no administration of the
estate, to the heirs at law, as soon as practicable.
If
a
Participant’s employment is terminated for Cause, all of such Participant’s
rights to a Reward applicable to such Plan Year shall be forfeited.
ARTICLE
VIII
RIGHTS
OF PARTICIPANTS AND BENEFICIARIES
8.1Status
as a Participant or Beneficiary. Neither
status as a Participant or Beneficiary shall be construed as a commitment that
any Reward will be paid or payable under the Plan.
8.2Employment. Nothing
contained in the Plan or in any document related to the Plan or to any Reward
shall confer upon any Participant any right to continue as an employee or in
the
employ of the Company or an Affiliate or constitute any contract or agreement
of
employment for a specific term or interfere in any way with the right of the
Company or an Affiliate to reduce such person’s compensation, to change the
position held by such person or to terminate the employment of such person,
with
or without cause.
9
8.3Nontransferability. No
benefit payable under, or interest in, this Plan shall be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance
or
charge and any such attempted action shall be void and no such benefit or
interest shall be, in any manner, liable for, or subject to, debts, contracts,
liabilities or torts of any Participant or Beneficiary; provided, however,
that,
nothing in this Section 8.3 shall prevent transfer (i) by Will,
(ii) by applicable laws of descent and distribution or (iii) pursuant to an
order that satisfies the requirements for a “qualified domestic relations order”
as such term is defined in section 206(d)(3)(B) of ERISA and section
414(p)(1)(A) of the Code, including an order that requires distributions to
an
alternate payee prior to a Participant’s “earliest retirement age” as such term
is defined in section 206(d)(3)(E)(ii) of ERISA and section 414(p)(4)(B) of
the
Code. Any attempt at transfer, assignment or other alienation
prohibited by the preceding sentence shall be disregarded and all amounts
payable hereunder shall be paid only in accordance with the provisions of the
Plan.
8.4Nature
of Plan. No
Participant, Beneficiary or other person shall have any right, title or interest
in any fund or in any specific asset of the Company or any Affiliate by reason
of any Reward hereunder. There shall be no funding of any benefits
which may become payable hereunder. Nothing contained in the Plan (or
in any document related thereto), nor the creation or adoption of the Plan,
nor
any action taken pursuant to the provisions of the Plan shall create, or be
construed to create, a trust of any kind or a fiduciary relationship between
the
Company or an Affiliate and any Participant, Beneficiary or other
person. To the extent that a Participant, Beneficiary or other person
acquires a right to receive payment with respect to a Reward hereunder, such
right shall be no greater than the right of any unsecured general creditor
of
the Company or other employing entity, as applicable. All amounts
payable under the Plan shall be paid from the general assets of the Company
or
employing entity, as applicable, and no special or separate fund or deposit
shall be established and no segregation of assets shall be made to assure
payment of such amounts. Nothing in the Plan shall be deemed to give
any employee any right to participate in the Plan except in accordance
herewith.
ARTICLE
IX
CORPORATE
CHANGE
In
the
event of a Corporate Change, (i) with respect to a Participant’s Reward
Opportunity for the Plan Year in which the Corporate Change occurred, such
Participant shall be entitled to an immediate cash payment equal to the maximum
amount of Reward he or she would have been entitled to receive for the Plan
Year, prorated to the date of the Corporate Change; and (ii) with respect
to a Corporate Change that occurs after the end of the Plan Year but prior
to
the Payment Date, a Participant shall be entitled to an immediate cash payment
equal to the Reward earned for such Plan Year.
10
ARTICLE
X
AMENDMENT
AND TERMINATION
Notwithstanding
anything herein to the contrary, the Committee may, at any time, terminate
or,
from time to time amend, modify or suspend the Plan; provided, however, that,
without the prior consent of the Participants affected, no such action may
adversely affect any rights or obligations with respect to any Rewards
theretofore earned for a particular Plan Year, whether or not the amounts of
such Rewards have been computed and whether or not such Rewards are then
payable.
ARTICLE
XI
MISCELLANEOUS
11.1Governing
Law. The
Plan and all related documents shall be governed by, and construed in accordance
with, the laws of the State of Texas, without giving effect to the principles
of
conflicts of law thereof, except to the extent preempted by federal
law. The Federal Arbitration Act shall govern all matters with regard
to arbitrability.
11.2Severability. If
any provision of the Plan shall be held illegal or invalid for any reason,
said
illegality or invalidity shall not affect the remaining provisions hereof;
instead, each provision shall be fully severable and the Plan shall be construed
and enforced as if said illegal or invalid provision had never been included
herein.
11.3Successor. All
obligations of the Company under the Plan shall be binding upon and inure to
the
benefit of any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or assets of the
Company.
11.4Section
409A of the Code. It
is intended that the provisions of this Plan satisfy the requirements of Section
409A of the Code and that the Plan be operated in a manner consistent with
such
requirements to the extent applicable. Therefore, the Committee may
make adjustments to the Plan and may construe the provisions of the Plan in
accordance with the requirements of Section 409A of the Code.
11.5Effective
Date. This
amendment and restatement of the Plan shall be effective from and after January1, 2007, and shall remain in effect until such time as it may be terminated
or
amended pursuant to Article X.
11
Dates Referenced Herein and Documents Incorporated by Reference