Baker Hughes 2007 Annual Report Download - page 77

2007 Proxy Statement E-9
time, to the Participant’s heirs or estate. Any attempted assign-
ment of Restricted Stock or Restricted Stock Units in violation
of this Section 8.3 shall be null and void.
8.4 Other Restrictions. The Committee (or the Board
with respect to Awards granted to Directors) shall impose
other conditions or restrictions on any Shares of Restricted
Stock or Restricted Stock Units granted pursuant to this Plan
as it may deem advisable, including a requirement that Partici-
pants pay a stipulated purchase price for each Share of
Restricted Stock or each Restricted Stock Unit, restrictions
based upon the achievement of specific performance goals,
time-based restrictions on vesting following the attainment of
the performance goals, time-based restrictions or restrictions
under applicable federal or state securities laws.
To the extent deemed appropriate by the Committee (or
the Board with respect to Awards granted to Directors), the
designated third-party administrator may retain the certificates
representing Shares of Restricted Stock in its possession until
such time as all conditions and restrictions applicable to such
Shares have been satisfied or lapse.
Except as otherwise provided in this Article 8, Shares of
Restricted Stock covered by each Restricted Stock Award shall
become freely transferable by the Participant after all condi-
tions and restrictions applicable to such Shares have been
satisfied or lapse.
8.5 Voting Rights. To the extent permitted by the Commit-
tee (or the Board with respect to Awards granted to Directors)
or required by law, Participants holding Shares of Restricted
Stock granted hereunder may be granted the right to exercise
full voting rights with respect to those Shares during the Period
of Restriction. A Participant shall have no voting rights with
respect to any Restricted Stock Units granted hereunder.
8.6 Dividends and Other Distributions. During the
Period of Restriction, Participants holding Shares of Restricted
Stock or Restricted Stock Units granted hereunder may, if the
Committee (or the Board with respect to Awards granted to
Directors) so determines, be credited with dividends paid with
respect to the underlying Shares while they are so held in a
manner determined by the Committee (or the Board with
respect to Awards granted to Directors) in its sole discretion.
The Committee (or the Board with respect to Awards granted
to Directors) may apply any restrictions to the dividends that it
deems appropriate.
8.7 Termination of Employment/Directorship. Each
Award Agreement shall set forth the extent to which the
Participant shall have the right to receive unvested Restricted
Stock and/or Restricted Stock Units following termination of
the Participant’s employment or directorship with the Com-
pany or its Affiliates. Such provisions shall be determined in
the sole discretion of the Committee (or the Board with
respect to Awards granted to Directors), shall be included in
the Award Agreement entered into with each Participant,
need not be uniform among all Shares of Restricted Stock or
Restricted Stock Units issued pursuant to this Plan and may
reflect distinctions based on the reasons for termination.
Article 9. Performance Units, Performance Shares and
Cash-Based Awards; Stock Awards.
9.1 Grant of Performance Units/Shares and Cash-
Based Awards. Subject to the terms of this Plan, Performance
Units, Performance Shares and/or Cash-Based Awards may be
granted to Employees in such amounts and upon such terms,
and at any time and from time to time, as the Committee
shall determine.
9.2 Value of Performance Units/Shares and Cash-
Based Awards. Each Performance Unit shall have an initial
value that the Committee shall establish at the time of grant.
Each Performance Share shall have an initial value equal to the
Fair Market Value of a Share on the date of grant. Each Cash-
Based Award shall have a value as the Committee may deter-
mine. The Committee shall set performance goals in its
discretion that, depending on the extent to which they are
met, shall determine the number and value of Performance
Units/Shares and Cash-Based Awards which shall be paid out
to the Employee.
9.3 Earning of Performance Units/Shares and Cash-
Based Awards. Subject to the terms of this Plan, after the
applicable Performance Period has ended, the holder of Perfor-
mance Units/Shares and Cash-Based Awards shall be entitled
to receive payout on the number and value of Performance
Units/Shares and Cash-Based Awards the Employee earned
over the Performance Period, to be determined as a function
of the extent to which the corresponding performance goals
have been achieved.
9.4 Form and Timing of Payment of Performance
Units/Shares and Cash-Based Awards. Payment of earned
Performance Units/Shares and Cash-Based Awards shall be as
the Committee determines and as set forth in the Award
Agreement. Subject to the terms of this Plan, the Committee,
in its sole discretion, may pay earned Performance Units/Shares
and Cash-Based Awards in the form of cash or in Shares (or in
a combination thereof) that have an aggregate Fair Market
Value equal to the value of the earned Performance Units/
Shares and Cash-Based Awards at the close of the applicable
Performance Period. Such Shares may be granted subject to
any restrictions deemed appropriate by the Committee.
At the discretion of the Committee, Employees holding
Performance Units/Shares may be entitled to receive dividend
units with respect to dividends declared with respect to the
Shares. Such dividends may be subject to the same accrual,
forfeiture and payout restrictions as apply to dividends earned
with respect to Shares of Restricted Stock, as set forth in
Section 8.6, as determined by the Committee.
9.5 Nontransferability. Except as otherwise provided in
an Employee’s Award Agreement, Performance Units/Shares
and Cash-Based Awards may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by
will or by the laws of descent and distribution. Further, except
as otherwise provided in an Employee’s Award Agreement, an
Employee’s rights under this Plan shall be exercisable during the
Employee’s lifetime only by the Employee, and after that time,
by the Employee’s heirs or estate. Any attempted assignment of
Performance Units/Shares or Cash-Based Awards in violation of
this Section 9.5 shall be null and void.