Baker Hughes 2010 Annual Report Download - page 71

2 0 11 P r o x y S t a t e m e n t 59
salary reductions similarly affecting all individuals having a
similar level of authority and responsibility with the Com-
pany and all individuals having a similar level of authority
and responsibility with any Person in control of the Company;
(c) the relocation of the Participant’s principal place of
employment to a location outside of a 50-mile radius
from the Participant’s principal place of employment
immediately prior to the Change in Control or the Com-
pany’s requiring the Participant to be based anywhere
other than such principal place of employment (or permit-
ted relocation thereof) except for required travel on the
Company’s business to an extent substantially consistent
with the Participant’s business travel obligations immedi-
ately prior to the Change in Control;
(d) the failure by the Company to pay to the Participant any
portion of the Participant’s current compensation except
pursuant to an across-the-board compensation deferral
similarly affecting all individuals having a similar level of
authority and responsibility with the Company and all indi-
viduals having a similar level of authority and responsibility
with any Person in control of the Company, or to pay to
the Participant any portion of an installment of deferred
compensation under any deferred compensation program
of the Company, within seven days of the date such com-
pensation is due;
(e) the failure by the Company to continue in effect any com-
pensation plan in which the Participant participates imme-
diately prior to the Change in Control which is material to
the Participant’s total compensation, unless an equitable
arrangement (embodied in an ongoing substitute or alter-
native plan) has been made with respect to such plan, or
the failure by the Company to continue the Participant’s
participation therein (or in such substitute or alternative
plan) on a basis not materially less favorable, both in terms
of the amount or timing of payment of benefits provided
and the level of the Participant’s participation relative to
other Baker Hughes Participants, as existed immediately
prior to the Change in Control;
(f) the failure by the Company to continue to provide the
Participant with benefits substantially similar to those
enjoyed by the Participant under any of the Company’s
pension, savings, life insurance, medical, health and acci-
dent, or disability plans in which the Participant was partic-
ipating immediately prior to the Change in Control (except
for across the board changes similarly affecting all individu-
als having a similar level of authority and responsibility with
the Company and all individuals having a similar level of
authority and responsibility with any Person in control of
the Company), the taking of any other action by the Com-
pany which would directly or indirectly materially reduce
any of such benefits or deprive the Participant of any mate-
rial fringe benefit or perquisite enjoyed by the Participant
at the time of the Change in Control, or the failure by the
Company to provide the Participant with the number of
paid vacation days to which the Participant is entitled on
the basis of years of service with the Company in accor-
dance with the Company’s normal vacation policy in effect
immediately prior to the time of the Change in Control; or
(g) if the Participant is party to an individual employment,
severance or other similar agreement with the Company,
any purported termination of the Participant’s employment
which is not effected pursuant to the notice of termination
or other procedures specified therein.
The Participant shall have the right to terminate his
employment for Good Reason even if he becomes incapaci-
tated due to physical or mental illness. The Participant’s contin-
ued employment shall not constitute consent to, or a waiver
of any rights with respect to, any act or failure to act consti-
tuting Good Reason hereunder.
For purposes of any determination regarding the existence
of Good Reason, any claim by the Participant that Good Rea-
son exists shall be presumed to be correct unless the Company
establishes to the Committee by clear and convincing evidence
that Good Reason does not exist. The Committee’s determina-
tion regarding the existence of Good Reason shall be conclu-
sive and binding upon all parties.
“Incumbent Director” means –
(a) a member of the Board on January 25, 2006 or
(b) an individual –
(1) who becomes a member of the Board after
January 25, 2006;
(2) whose appointment or election by the Board or
nomination for election by Baker Hughes’ stockholders
is approved or recommended by a vote of at least
two-thirds of the then serving Incumbent Directors
(as defined herein); and
(3) whose initial assumption of service on the Board
is not in connection with an actual or threatened
election contest.
“Initial Payment Date” has the meaning ascribed to
that term in Section 7.01.
“Involuntary Termination of Employment” means a
Participant’s Separation From Service as a result of either the
elimination of his job or a reduction in force. A Participant
whose employment is terminated by the Company for Cause
shall not be treated as having incurred an “Involuntary Termi-
nation of Employment.”
“Key Employee” means a key employee of Baker Hughes
or an Affiliate who, in the opinion of the Chief Executive
Officer of Baker Hughes, is in a position to significantly con-
tribute to the growth and profitability of Baker Hughes and
the Affiliates.
“Merger” means a merger, consolidation or
similar transaction.
“OA Level” means the over achievement level of
performance applicable to the Award.
“Participant” means an individual who is or was a Key
Employee who has been granted an Award Opportunity or
who has unpaid Accounts.
“Performance Goals” means one or more of the criteria
described in Section 3.02 on which the performance goals
applicable to an Award Opportunity are based.
“Performance Period” means the 12-month period to
which the Performance Goals apply. A Performance Period
shall coincide with a Plan Year.