Baker Hughes 2007 Annual Report Download - page 79

2007 Proxy Statement E-11
become immediately exercisable and (c) all conditions or
restrictions applicable to an Award shall be deemed satisfied
or shall lapse.
14.2 Termination. Notwithstanding any provision of this
Plan to the contrary, all conditions or restrictions on outstand-
ing Awards held by an Employee shall be deemed satisfied or
shall lapse, all outstanding Awards held by an Employee shall
become fully vested and, if either an Option or SAR or similar
Award, immediately exercisable as of the effective date of
termination of such Employee’s employment if (a) such
Employee’s employment is terminated by the Company with-
out Cause prior to a Change in Control (whether or not a
Change in Control ever occurs) and such termination was at
the request or direction of a Person who has entered into an
agreement with the Company the consummation of which
would constitute a Change in Control, (b) such Employee
terminates his or her employment for Good Reason prior to
a Change in Control (whether or not a Change in Control
ever occurs) and the circumstance or event which constitutes
Good Reason occurs at the request or direction of the Person
described in clause (a), (c) such Employee’s employment is ter-
minated by the Company without Cause or by the Employee
for Good Reason and such termination or the circumstance or
event which constitutes Good Reason is otherwise in connec-
tion with or in anticipation of a Change in Control (whether
or not a Change in Control ever occurs) or (d) such Employee’s
employment is terminated by the Company without Cause
or by the Employee for Good Reason, in either case within
2 years following the occurrence of a Change in Control
described in Section (c) of the definition of Change in Control.
Article 15. Amendment, Modification, Suspension
and Termination.
15.1 Amendment, Modification, Suspension and
Termination. Subject to the terms of this Plan, the Board
may at any time and from time to time alter, amend, modify,
suspend or terminate this Plan in whole or in part, except that
no amendment, modification, suspension or termination that
would adversely affect in any material way the rights of any
Participant under any Award previously granted to such Partici-
pant under this Plan shall be made without the written con-
sent of such Participant or to the extent stockholder approval
is otherwise required by applicable legal requirements. With-
out the prior approval of the Company’s stockholders, Options
issued under this Plan will not be repriced, replaced, or
regranted through cancellation, or by lowering the Option
Price of a previously granted Award.
15.2 Adjustment of Awards Upon the Occurrence
of Certain Unusual or Nonrecurring Events. The Board
may make adjustments in the terms and conditions of, and
the criteria included in, Awards in recognition of unusual
or nonrecurring events (including the events described in
Section 4.2) affecting the Company or the financial statements
of the Company or of changes in applicable laws, regulations
or accounting principles, whenever the Board determines that
such adjustments are appropriate to prevent unintended dilu-
tion or enlargement of the benefits or potential benefits
intended to be made available under this Plan.
Article 16. Withholding.
16.1 Tax Withholding. The Company shall have the
power and the right to deduct or withhold, or require a
Participant to remit to the Company, the minimum statutory
amount to satisfy federal, state and local taxes, domestic or
foreign, required by law or regulation to be withheld with
respect to any taxable event arising as a result of this Plan.
16.2 Share Withholding. With respect to withholding
required upon the exercise of Options or SARs, upon the lapse
of restrictions on Restricted Stock and Restricted Stock Units,
or upon any other taxable event arising as a result of Awards
granted hereunder, Participants may elect to satisfy the with-
holding requirement, in whole or in part, by having the Com-
pany withhold Shares having a Fair Market Value on the date
the tax is to be determined equal to the minimum statutory
total tax that could be imposed on the transaction. All such
elections shall be irrevocable, made in writing and signed by
the Participant and shall be subject to any restrictions or limita-
tions that the Committee (or the Board with respect to Awards
granted to Directors), in its sole discretion, deems appropriate.
Article 17. Successors.
All obligations of the Company under this Plan with
respect to Awards granted hereunder shall be binding on any
successor to the Company, whether the existence of such suc-
cessor is the result of a direct or indirect merger, consolidation
or otherwise, of all or substantially all of the business and/or
assets of the Company.
Article 18. General Provisions.
18.1 Restrictions and Legend. No Shares or other form
of payment shall be issued with respect to any Award unless
the Company shall be satisfied based on the advice of its
counsel that such issuance will be in compliance with applica-
ble federal and state securities laws. Certificates evidencing
Shares delivered under this Plan (to the extent that such shares
are so evidenced) may be subject to such restrictions as the
Committee (or the Board with respect to Awards granted to
Directors) may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Com-
mission, any securities exchange or transaction reporting sys-
tem upon which the Shares are then listed or to which they
are admitted for quotation and any applicable federal or state
securities law. The Committee (or the Board with respect to
Awards granted to Directors) may cause a legend or legends
to be placed upon such certificates (if any) to make appropri-
ate reference to such restrictions.
The Committee (or the Board with respect to Awards
granted to Directors) may require each person receiving Shares
pursuant to an Award under this Plan to represent to and
agree with the Company in writing that the Participant is
acquiring the Shares without a view to distribution thereof.
In addition to any other legend required by this Plan, the
certificates for such Shares may include any legend which
the Committee (or the Board with respect to Awards granted
to Directors) deems appropriate to reflect any restrictions on
transfer of such Shares.