Baker Hughes 2010 Annual Report Download - page 79

2 0 11 P r o x y S t a t e m e n t 67
indemnities as may be available under insurance purchased
by Baker Hughes or provided by Baker Hughes under any
bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, as such indemnities are permitted
under applicable law.
ARTICLE XII
PARTICIPATION IN THE PLAN BY AFFILIATES
12.01 Adoption Procedure.
(a) Except to the extent that an Affiliate specifically deter-
mines otherwise by appropriate action of its board of
directors or noncorporate counterpart, as evidenced by
a written instrument executed by an authorized officer
of such entity (approved by the board of directors or
noncorporate counterpart of the Affiliate), each Affiliate
shall participate in the Plan and shall be bound by all the
terms, conditions and limitations of the Plan. The Plan
Administrator and the Affiliate may agree to incorporate
specific provisions relating to the operation of the Plan
that apply to the Affiliate.
(b) The provisions of the Plan may be modified so as to
increase the obligations of an adopting Affiliate only
with the consent of such Affiliate, which consent shall be
conclusively presumed to have been given by such Affiliate
unless the Affiliate gives Baker Hughes written notice of
its rejection of the amendment within 30 days after the
adoption of the amendment.
(c) The provisions of the Plan shall apply separately and
equally to each adopting Affiliate and its employees in
the same manner as is expressly provided for Baker
Hughes and its employees, except that the power to
appoint or otherwise affect the Plan Administrator and
the power to amend or terminate the Plan shall be exer-
cised by Baker Hughes. The Plan Administrator shall act
as the agent for each Affiliate that adopts the Plan for
all purposes of administration thereof.
(d) Any Affiliate may, by appropriate action of its board of
directors or noncorporate counterpart, terminate its partic-
ipation in the Plan. Moreover, the Plan Administrator may,
in its discretion, terminate an Affiliate’s participation in the
Plan at any time.
(e) The Plan will terminate with respect to any Affiliate if the
Affiliate ceases to be an Affiliate or revokes its adoption of
the Plan by resolution of its board of directors or noncor-
porate counterpart evidenced by a written instrument exe-
cuted by an authorized officer of the Affiliate. If the Plan
terminates with respect to any Affiliate, the employees of
that Affiliate will no longer be eligible to be Participants
in the Plan.
(f) The Plan as maintained by the Affiliates shall constitute
a single plan rather than a separate plan of each Affiliate.
12.02 No Joint Venture Implied. The document which
evidences the adoption of the Plan by an Affiliate shall
become a part of the Plan. However, neither the adoption of
the Plan by an Affiliate nor any act performed by it in relation
to the Plan shall ever create a joint venture or partnership
relation between it and any other Affiliate.
ARTICLE XIII
MISCELLANEOUS
13.01 Plan Not Contract of Employment. The adoption
and maintenance of the Plan shall not be deemed to be a
contract between the Company and any individual or to be
consideration for the employment of any individual. Nothing
herein contained shall be deemed to (a) give any individual the
right to be retained in the employ of the Company, (b) restrict
the right of the Company to discharge any individual at any
time, (c) give the Company the right to require any individual
to remain in the employ of the Company, or (d) restrict any
individual’s right to terminate his employment at any time.
13.02 Funding. Plan benefits are a contractual obligation
of the Company which shall be paid out of the Company’s
general assets. The Plan is unfunded and Participants are
merely unsecured creditors of the Company with respect
to their benefits under the Plan.
13.03 Alienation of Interest Forbidden. The interest
of a Participant, former Participant or his beneficiary or ben-
eficiaries hereunder may not be sold, transferred, assigned,
or encumbered in any manner, either voluntarily or involun-
tarily, and any attempt so to anticipate, alienate, sell, transfer,
assign, pledge, encumber, or charge the same shall be null
and void; neither shall the benefits hereunder be liable for or
subject to the debts, contracts, liabilities, engagements or torts
of any individual to whom such benefits or funds are payable,
nor shall they be an asset in bankruptcy or subject to garnish-
ment, attachment or other legal or equitable proceedings. The
provisions of this Section 13.03 shall not apply to a Domestic
Relations Order.
13.04 Withholding. All credits to a Participant’s or former
Participant’s Accounts and payments provided for hereunder
shall be subject to applicable withholding and other deduc-
tions as shall be required of the Company under any applica-
ble local, state or federal law.
13.05 Amendment and Termination. The Board, may
from time to time, in its discretion, amend, in whole or in part,
any or all of the provisions of the Plan on behalf of any Com-
pany; provided, however, that no amendment may be made
that would impair the rights of a Participant or former Partici-
pant with respect to amounts already credited to his Accounts.
The Board may terminate the Plan at any time. If the Plan is
terminated, the amounts credited to a Participant’s or former
Participant’s Account shall be paid to such Participant, or for-
mer Participant, or his designated beneficiary at the time(s)
specified in Articles VII, IX and X, as applicable.
13.06 Severability. 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 con-
strued and enforced as if said illegal or invalid provision had
never been included herein.
13.07 Arbitration. Any controversy arising out of or relat-
ing to the Plan, including without limitation, any and all dis-
putes, claims (whether in tort, contract, statutory or otherwise)
or disagreements concerning the interpretation or application
of the provisions of the Plan, the Company’s employment of