Baker Hughes 2009 Annual Report Download - page 47

2009 Proxy Statement 37
If Mr. Deaton were to have incurred an Involuntary Termi-
nation by him on December 31, 2009, he would have been
eligible to receive no benefits under the Severance Plan since
the amount of the severance benefits payable under his
employment agreement exceeds the amount of the severance
benefits payable under the Severance Plan.
If Messrs. Ragauss, Crain, Craighead and O’Donnell were
to have incurred Involuntary Terminations on December 31,
2009, we estimate that the value of the payments and bene-
fits described in clauses (a) and (b) above would be as follows:
Mr. Barr retired from employment with us on April 30, 2009.
The amounts we paid to Mr. Barr in connection with his retire-
ment are discussed below under the heading “Retirement
Agreement With David H. Barr”.
Equity Compensation Awards
We have granted restricted stock awards, stock options,
performance awards and performance stock units under the
2002 D&O Plan to Messrs. Deaton, Ragauss, Crain, Barr,
Craighead and O’Donnell as well as other Executives.
Restricted Stock Awards
Full Vesting of Restricted Stock Awards Upon
a Change in Control
If a change in control as defined in the Change in Control
Agreements or as defined in the 2002 D&O Plan (a “2002 D&O
Plan Change in Control”) were to have occurred on Decem-
ber 31, 2009, prior to the Senior Executive’s termination of
employment with us, all of the Senior Executive’s then out-
standing restricted stock awards granted by us would have
become fully vested and nonforfeitable. For each Senior Exec-
utive, the number of shares with respect to which the forfeiture
restrictions would have lapsed and the value of this accelerated
vesting is specified above under the subheading “Payments
in the Event of a Change in Control” under the heading
“Change in Control Agreements”.
For purposes of awards granted on or after July 24, 2008,
the term “2002 D&O Plan Change in Control” has the same
meaning as “Change in Control” for purposes of the Change
in Control Agreements (discussed above under the heading
“Change in Control Agreements” in the section entitled
“Compensation Discussion and Analysis”.
For purposes of awards granted prior to July 24, 2008,
a 2002 D&O Plan Change in Control is deemed to occur if:
• the individuals who are incumbent directors (within the mean-
ing of the 2002 D&O Plan) cease for any reason to consti-
tute a majority of the members of our Board of Directors;
• the consummation of a merger of us or our affiliate with
another entity, unless the individuals and entities who were
the beneficial owners of our voting securities outstanding
immediately prior to such merger own, directly or indirectly,
at least 55 percent of the combined voting power of the vot-
ing securities of us, the surviving entity or the parent of the
surviving entity outstanding immediately after such merger;
• the consummation of a merger of us or our affiliate with
another entity, unless the individuals who comprise our
Board of Directors immediately prior thereto constitute at
least a majority of the board of directors of the entity surviv-
ing the merger or any parent thereof (or a majority plus one
member where such board is comprised of an odd number
of members);
• any person becomes a beneficial owner, directly or indirectly,
of our securities representing 30 percent or more of the
combined voting power of our then outstanding voting
securities (not including any securities acquired directly
from us or our affiliates);
• a sale or disposition of all or substantially all of our assets is
consummated (an “asset sale”), unless (i) the individuals and
entities who were the beneficial owners of our voting secu-
rities immediately prior to such asset sale own, directly or
indirectly, 55 percent or more of the combined voting power
of the voting securities of the entity that acquires such assets
in such asset sale or its parent immediately after such asset
sale in substantially the same proportions as their ownership
of our voting securities immediately prior to such asset sale;
or (ii) the individuals who comprise our Board of Directors
immediately prior to such asset sale constitute a majority
of the board of directors or other governing body of either
the entity that acquired such assets in such asset sale or its
parent (or a majority plus one member where such board
or other governing body is comprised of an odd number
of directors); or
• our stockholders approve a plan of complete liquidation or
dissolution of us.
Full Vesting of Restricted Stock Awards Upon
Termination of Employment by the Senior Executive
for Good Reason or By Us Without Cause in Connection
with a Potential Change in Control
If on December 31, 2009, (i) we terminated the employment
of a Senior Executive without cause prior to a 2002 D&O Plan
Change in Control or (ii) the Senior Executive terminated his
employment with us for good reason and, in the case of (i) or
(ii), the event or circumstance occurred at the request or direc-
tion of the person who entered into an agreement with us, the
consummation of which would constitute a 2002 D&O Plan
Change in Control or is otherwise in connection with or in
anticipation of a 2002 D&O Plan Change in Control, then all of
the Senior Executive’s then outstanding restricted stock awards
granted by us would have become fully vested and nonforfeitable.
Payment or Benefit Peter A. Ragauss Alan R. Crain Martin S. Craighead John A. O’Donnell
Clause (a) $ 975,000 $ 709,500 $ 975,000 $ 600,000
Clause (b) $ 10,000 $ 10,000 $ 10,000 $ 10,000
Total $ 985,000 $ 719,500 $ 985,000 $ 610,000