Baker Hughes 2010 Annual Report Download - page 46

34 B a k e r H u g h e s I n c o r p o r a t e d
Chad C. Deaton Peter A. Ragauss Martin S. Craighead Alan R. Crain John A. O’Donnell
($) ($) ($) ($) ($)
Payments upon Retirement
Accelerated Vesting of Option Awards – – 1,397,980 1,005,549 724,163
Payment in Settlement of
Performance Units – – 1,583,577 1,294,143 574,860
Annual Incentive Bonus – – – 366,000 247,200
TOTAL – – 2,981,557 2,665,692 1,546,223
Payments Upon Termination of
Employment for Good Reason
or by the Company Without Cause(4)
2x Base Salary 2,540,000 – – – –
Earned Highest Bonus Amount 1,841,884 – – – –
Continuation of Perquisites 45,833 – – – –
Continuation of Medical Insurance 19,871 – – – –
Life Insurance Premium Payment 5,793 – – – –
Lump-Sum Payment Equal to Continued
Company Contributions to SRP 703,209 – – – –
Interest Paid For Section 409A
Six-Month Delay 126,155 – – – –
TOTAL 5,282,746 – – – –
Payments Upon Involuntary
Termination of Employment
Not in Connection with a
Change of Control
1½x Base Salary (5) 1,005,000 1,050,000 732,000 618,000
Outplacement Services (5) 10,000 10,000 10,000 10,000
Annual Incentive Bonus (5) 603,000 630,000 366,000 247,200
TOTAL (5) 1,618,000 1,690,000 1,108,000 875,200
(1) Upon sale of a business unit unvested Restricted Stock Awards are accelerated on a Pro Rata basis pursuant to the Terms and Conditions of the awards.
(2) Pursuant to his employment agreement, upon death or disability, Mr. Deaton or his estate receives a lump-sum cash payment equal to one-half his then base salary
for each year (prorated for partial years) during the remaining term of the employment agreement. The remaining NEOs are not eligible for any base salary payment
upon death or disability.
(3) Under his employment agreement, upon death or disability, Mr. Deaton receives a lump-sum cash payment equal to his expected value incentive bonus for the year of
termination and any other bonus programs for the fiscal year in which the termination occurs. The other NEOs receive an amount equal to his earned Annual Incentive
Compensation Plan bonus, prorated based upon the number of months of the NEO’s participation in the Annual Incentive Compensation Plan during the calendar year.
(4) The following payment types related to termination of employment for good reason or by the Company without cause only apply to Mr. Deaton under his
employment agreement.
(5) See “Payments Upon Termination of Employment for Good Reason or by the Company Without Cause” for payments related to involuntary termination not in
connection with a change of control for Mr. Deaton.
COMPENSATION COMMITTEE REPORT
The Compensation Committee held four meetings during
fiscal year 2010. The Compensation Committee has reviewed
and discussed the Compensation Discussion and Analysis with
management. Based upon such review, the related discussions
and such other matters deemed relevant and appropriate by
the Compensation Committee, the Compensation Committee
has recommended to the Board of Directors that the Compen-
sation Discussion and Analysis be included in this Proxy State-
ment to be delivered to stockholders.
Claire W. Gargalli (Chair)
Clarence P. Cazalot, Jr.
Edward P. Djerejian
Pierre H. Jungels
J. Larry Nichols
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During the year ended December 31, 2010, the Compen-
sation Committee consisted of Ms. Gargalli (Chair), Messrs.
Cazalot, Jr., Djerejian, Jungels, and Nichols, all of whom were
independent non-management directors. None of the Com-
pensation Committee members has served as an officer or
employee of the Company, and none of the Company’s exec-
utive officers has served as a member of a compensation
committee or board of directors of any other entity which has
an executive officer serving as a member of the Company’s
Board of Directors.