Baker Hughes 2010 Annual Report Download - page 72

60 B a k e r H u g h e s I n c o r p o r a t e d
“Person” shall have the meaning ascribed to the term in
section 3(a)(9) of the Exchange Act and used in sections 13(d)
and 14(d) thereof, including a “group” as defined in section
13(d) thereof, except that the term shall not include (a) Baker
Hughes or any of the Affiliates, (b) a trustee or other fiduciary
holding Baker Hughes securities under an employee benefit
plan of Baker Hughes or any of the Affiliates, (c) an under-
writer temporarily holding securities pursuant to an offering
of those securities or (d) a corporation owned, directly or indi-
rectly, by the stockholders of Baker Hughes in substantially the
same proportions as their ownership of stock of Baker Hughes.
“Plan” means the Baker Hughes Incorporated Annual
Incentive Compensation Plan, as amended from time to time.
“Plan Administrator” means Baker Hughes, acting
through its delegates. Such delegates shall include the Admin-
istrative Committee, and any individual Plan Administrator
appointed by the Board with respect to the employee benefit
plans of Baker Hughes and its Affiliates, each of which shall
have the duties and responsibilities assigned to it from time to
time by the Board. As used in the Plan, the term “Plan Admin-
istrator” shall refer to the applicable delegate of Baker Hughes
as determined pursuant to the actions of the Board.
“Plan Year” means the twelve-consecutive month period
commencing January 1 of each year.
“Potential Change in Control” means the occurrence of
any of the following events:
(a) the Company enters into an agreement, the consumma-
tion of which would result in the occurrence of a Change
in Control;
(b) the Company or any Person publicly announces an
intention to take or to consider taking actions which, if
consummated, would constitute a Change in Control;
(c) any Person becomes the Beneficial Owner, directly or indi-
rectly, of securities of Baker Hughes representing 15 per-
cent or more of either the then outstanding shares of
common stock of Baker Hughes’ or the combined voting
power of Baker Hughes’ then outstanding securities (not
including in the securities beneficially owned by such Per-
son any securities acquired directly from Baker Hughes or
the Affiliates); or
(d) the Board adopts a resolution to the effect that, for pur-
poses of this Agreement, a Potential Change in Control
has occurred.
“Profit After Tax” means revenues minus cost of sales
(the cost of products sold and the cost of providing services,
including personnel costs, repair and maintenance costs,
freight/custom, depreciation, and other costs (e.g., commission
and royalty) directly relating to the service provided) minus
operating expenses (costs incurred in non-manufacturing areas
to provide products and services to customers (e.g., finance
and administrative support)) minus income taxes.
“Retirement” means a Participant’s Separation From Ser-
vice when he has attained at least 55 years of age and has at
least ten Years of Service. A Participant whose employment is
terminated by the Company for Cause shall not be treated as
having incurred a “Retirement”.
“Section 162(m)” means section 162(m) of the Code
and the Department of Treasury rules and regulations
issued thereunder.
“Section 409A” means section 409A of the Code
and the Department of Treasury rules and regulations
issued thereunder.
“Separation From Service” has the meaning ascribed
to that term in Section 409A.
“Specified Employee” means a person who is, as of
the date of the person’s Separation From Service, a “specified
employee” within the meaning of Section 409A, taking into
account the elections made and procedures established in
resolutions adopted by the Administrative Committee of
Baker Hughes.
“Specified Owner” means any of the following:
(a) Baker Hughes;
(b) an Affiliate of Baker Hughes;
(c) an employee benefit plan (or related trust) sponsored
or maintained by Baker Hughes or any Affiliate of
Baker Hughes;
(d) a Person that becomes a Beneficial Owner of Baker
Hughes’ outstanding Voting Securities representing 30 per-
cent or more of the combined voting power of Baker
Hughes’ then outstanding Voting Securities as a result of
the acquisition of securities directly from Baker Hughes
and/or its Affiliates; or
(e) a Person that becomes a Beneficial Owner of Baker
Hughes’ outstanding Voting Securities representing 30 per-
cent or more of the combined voting power of Baker
Hughes’ then outstanding Voting Securities as a result of a
Merger if the individuals and Entities who were the Benefi-
cial Owners of the Voting Securities of Baker Hughes out-
standing immediately prior to such Merger own, directly
or indirectly, at least 50 percent of the combined voting
power of the Voting Securities of any of Baker Hughes, the
surviving Entity or the parent of the surviving Entity out-
standing immediately after such Merger in substantially
the same proportions as their ownership of the Voting
Securities of Baker Hughes outstanding immediately prior
to such Merger.
“Supplemental Retirement Plan” means the Baker
Hughes Incorporated Supplemental Retirement Plan.
“Voting Securities” means the outstanding securities
entitled to vote generally in the election of directors or other
governing body.
“Year of Service” means 365 days of Continuous Service.
1.02 Number and Gender. 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. The masculine gender, where appearing
in the Plan, shall be deemed to include the feminine gender.
1.03 Headings. The headings of Articles and Sections
herein are included solely for convenience, and if there is
any conflict between such headings and the text of the Plan,
the text shall control.