Baker Hughes 2007 Annual Report Download - page 150

2007 Form 10-K 67
ITEM 9B. OTHER INFORMATION
The following events occurred subsequent to the period
covered by this Form 10-K and are reportable under Form 8-K:
Item 5.02 – Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compen-
satory Arrangements of Certain Officers.
Amended and Restated Executive Severance Plan.
In order to comply with Section 409A of the Internal
Revenue Code of 1986, as amended, and to establish
severance benefits for a new salary grade, on February 7,
2008, the Company amended and restated the Baker
Hughes Incorporated Executive Severance Plan (the “ESP”).
A copy of the ESP is attached hereto as Exhibit 10.17.
Amended and Restated Annual Incentive Compen-
sation Plan. On February 20, 2008, the Company
amended and restated the Baker Hughes Incorporated
Annual Incentive Compensation Plan (the “ICP”). The
amendments were undertaken primarily to clarify the
definition of retirement and to adjust the “banking”
feature for awards under the ICP. A copy of the ICP is
attached hereto as Exhibit 10.18.
The foregoing descriptions of the ESP and ICP do not
purport to be complete and are qualified in their entirety by
reference to such plans, which are filed with this Form 10-K
as Exhibits 10.17 and 10.18, respectively, and incorporated
herein by reference.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT
Information regarding the Business Code of Conduct and
Code of Ethical Conduct Certificates for our principal executive
officer, principal financial officer and principal accounting offi-
cer are described in Item 1. Business of this Annual Report.
Information concerning our directors is set forth in the sections
entitled “Proposal No. 1, Election of Directors,” and “Corporate
Governance – Committees of the Board – Audit/Ethics Com-
mittee” in our Proxy Statement for the Annual Meeting of
Stockholders to be held April 24, 2008 (“Proxy Statement”),
which sections are incorporated herein by reference. For infor-
mation regarding our executive officers, see “Item 1. Business
– Executive Officers” in this Annual Report on Form 10-K.
Additional information regarding compliance by directors and
executive officers with Section 16(a) of the Exchange Act is set
forth under the section entitled “Compliance with Section 16(a)
of the Securities Exchange Act of 1934” in our Proxy Statement,
which section is incorporated herein by reference. For informa-
tion concerning our Business Code of Conduct and Code of
Ethical Conduct Certificates, see “Item 1. Business” in this
Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information for this item is set forth in the following sec-
tions of our Proxy Statement, which sections are incorporated
herein by reference: “Compensation Discussion and Analysis,”
“Executive Compensation,” “Director Compensation,” “Com-
pensation Committee Interlocks and Insider Participation” and
“Compensation Committee Report.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information concerning security ownership of certain ben-
eficial owners and our management is set forth in the sections
entitled “Voting Securities” and “Security Ownership of Man-
agement” in our Proxy Statement, which sections are incorpo-
rated herein by reference.
Our Board of Directors has approved procedures for use
under our Securities Trading and Disclosure Policy to permit
our employees, officers and directors to enter into written
trading plans complying with Rule 10b5-1 under the Exchange
Act. Rule 10b5-1 provides criteria under which such an individ-
ual may establish a prearranged plan to buy or sell a specified
number of shares of a company’s stock over a set period of
time. Any such plan must be entered into in good faith at
a time when the individual is not in possession of material,
nonpublic information. If an individual establishes a plan
satisfying the requirements of Rule 10b5-1, such individual’s
subsequent receipt of material, nonpublic information will
not prevent transactions under the plan from being executed.
Certain of our officers have advised us that they have and may
enter into a stock sales plan for the sale of shares of our com-
mon stock which are intended to comply with the requirements
of Rule 10b5-1 of the Exchange Act. In addition, the Company
has and may in the future enter into repurchases of our com-
mon stock under a plan that complies with Rule 10b5-1 or
Rule 10b-18 of the Exchange Act.