Baker Hughes 2007 Annual Report Download - page 80

E-12 Baker Hughes Incorporated
18.2 Severability. If any provision of this Plan shall be
held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of this Plan, and this Plan
shall be construed and enforced as if the illegal or invalid pro-
vision had not been included.
18.3 Requirements of Law. The granting of Awards and
the issuance of Shares under this Plan shall be subject to all
applicable laws, rules and regulations and to such approvals by
any governmental agencies or national securities exchanges as
may be required. The Company shall receive the consideration
required by law for the issuance of Awards under this Plan.
18.4 Securities Law Compliance. All transactions under
this Plan are intended to comply with all applicable conditions
of Rule 16b-3 or its successor under the Exchange Act, unless
determined otherwise by the Board. To the extent any provi-
sion of this Plan or action by the Board fails to so comply, it
shall be deemed null and void, to the extent permitted by law
and deemed advisable by the Board.
18.5 Listing. The Company may use reasonable endeavors
to register Shares allotted pursuant to the exercise of an
Award with the Securities and Exchange Commission or to
effect compliance with the registration, qualification and list-
ing requirements of any national securities laws, stock
exchange or automated quotation system.
18.6 Delivery of Title. The Company shall have no obli-
gation to issue or deliver evidence of title for Shares under this
Plan prior to:
(a) Obtaining any approvals from governmental agencies
that the Company determines are necessary or advis-
able; and
(b) Completion of any registration or other qualification of
the Shares under any applicable national or foreign law
or ruling of any governmental body that the Company
determines to be necessary or advisable.
18.7 Inability to Obtain Authority. The inability of the
Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any
Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.
18.8 Investment Representations. As a condition to the
exercise of an Award, the Company may require the person
exercising such Award to represent and warrant at the time of
any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distrib-
ute such Shares if, in the opinion of counsel for the Company,
such a representation is required.
18.9 Employees Based Outside of the United States.
Notwithstanding any provision of this Plan to the contrary, in
order to comply with the laws in other countries in which the
Company and its Affiliates operate or have Employees, the
Committee, in its sole discretion, shall have the power and
authority to:
(a) Determine which Affiliates shall be covered by this Plan;
(b) Determine which Employees employed outside the
United States are eligible to participate in this Plan;
(c) Modify the terms and conditions of any Award granted
to Employees who are employed outside the United
States to comply with applicable foreign laws;
(d) Establish subplans and modify exercise procedures and
other terms and procedures to the extent such actions
may be necessary or advisable. Any subplans and modi-
fications to Plan terms and procedures established
under this Section 18.9 by the Committee shall be
attached to this Plan document as Appendices; and
(e) Take any action, before or after an Award is made, that
it deems advisable to obtain approval or comply with
any necessary local government regulatory exemptions
or approvals.
Notwithstanding the above, the Committee may not take
any actions hereunder, and no Awards shall be granted, that
would violate the Exchange Act, the Code, any securities law
or governing statute or any other applicable law.
18.10 Uncertificated Shares. To the extent that this Plan
provides for issuance of certificates to reflect the transfer of
Shares, the transfer of such Shares may be effected on a non-
certificated basis, to the extent not prohibited by applicable
law or the rules of any stock exchange.
18.11 Unfunded Plan. Participants shall have no right,
title or interest whatsoever in or to any investments that the
Company may make to aid it in meeting its obligations under
this Plan. Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to cre-
ate a trust of any kind, or a fiduciary relationship between the
Company and any Participant, beneficiary, legal representative
or any other person. To the extent that any Person acquires a
right to receive payments from the Company under this Plan,
such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made
hereunder shall be paid from the general funds of the Com-
pany and no special or separate fund shall be established and
no segregation of assets shall be made to assure payment of
such amounts, except as expressly set forth in this Plan. This
Plan is not intended to be subject to ERISA.
18.12 No Fractional Shares. No fractional Shares shall
be issued or delivered pursuant to this Plan or any Award.
The Committee (or the Board with respect to Awards granted
to Directors) shall determine whether cash, Awards or other
property shall be issued or paid in lieu of fractional Shares or
whether such fractional Shares or any rights thereto shall be
forfeited or otherwise eliminated.
18.13 Governing Law. This Plan and each Award Agree-
ment shall be governed by the laws of the State of Texas,
excluding any conflicts or choice of law rule or principle that
might otherwise refer construction or interpretation of this
Plan to the substantive law of another jurisdiction. Unless
otherwise provided in the Award Agreement, recipients of an
Award under this Plan are deemed to submit to the exclusive
jurisdiction and venue of the federal or state courts of Harris
County, Texas to resolve any and all issues that may arise out
of or relate to this Plan or any related Award Agreement.