Baker Hughes 2009 Annual Report Download - page 48

38 Baker Hughes Incorporated
For this purpose the term “good reason” as defined in the
2002 D&O Plan includes: (i) the assignment to the Senior Exec-
utive of any duties inconsistent with the status of the Senior
Executive’s position with us or a substantial adverse alteration
in the nature or status of the Senior Executive’s responsibilities
from those in effect immediately prior to the 2002 D&O Plan
Change in Control; (ii) a reduction in the Senior Executive’s
base salary; (iii) the relocation of the Senior Executive’s principal
place of employment to a location more than 50 miles from
the Senior Executive’s principal place of employment immedi-
ately prior to the 2002 D&O Plan Change in Control or our
requiring the Senior Executive to be based anywhere other
than such principal place of employment; (iv) our failure to pay
the Senior Executive any portion of his current compensation
or to pay him any portion of an installment of deferred com-
pensation within seven days of the date the payment is due;
(v) our failure to continue in effect any compensation plan in
which the Senior Executive participated immediately prior to
the 2002 D&O Plan Change in Control which is material to
his total compensation or (vi) our failure to continue to provide
the Senior Executive with benefits substantially similar to those
enjoyed by him under any of our pension, savings, life insur-
ance, medical, health and accident, or disability plans in which
he was participating immediately prior to the 2002 D&O Plan
Change in Control, or our taking any action that would mate-
rially reduce any of such benefits or deprive the Senior Execu-
tive of any material fringe benefit or perquisite enjoyed by the
Senior Executive, or our failure to provide the Senior Executive
with the number of paid vacation days to which he is entitled.
For this purpose, the term “cause” as defined in the 2002
D&O Plan includes: (i) the willful and continued failure by the
Senior Executive to substantially perform his duties or (ii) the
willful engaging by the Senior Executive in conduct which is
materially injurious to us or our affiliates.
For each Senior Executive, 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”.
Pro Rata Vesting of Restricted Stock Awards Upon
Termination of Employment in Connection with the
Sale of a Business Unit
If (i) on December 31, 2009 we or one of our affiliates
sold a business unit, (ii) on December 31, 2009 the Senior
Executive’s employment with us terminated in connection with
the sale and (iii) the sale did not constitute a 2002 D&O Plan
Change in Control, a pro-rata portion of the Senior Executive’s
then outstanding restricted stock awards granted by us would
have become vested and nonforfeitable. The forfeiture restric-
tions would have lapsed as to that number of shares of
restricted stock that were subject to forfeiture restrictions on
December 31, 2009, multiplied by the applicable reduction
factor, the number of days during the period commencing on
the date of grant of the award and ending on December 31,
2009, divided by the number of days the Senior Executive
would be required to work to achieve full vesting under the
normal vesting provisions of the award.
Chad C. Deaton
The substantial risk of forfeiture restrictions applicable to
49,888 shares of our stock granted to Mr. Deaton would have
lapsed on December 31, 2009, if (i) on December 31, 2009,
we or one of our affiliates sold a business unit, (ii) on Decem-
ber 31, 2009, Mr. Deaton’s employment with us terminated
in connection with the sale and (iii) the sale did not constitute
a 2002 D&O Plan Change in Control. The maximum value of
this accelerated vesting of Mr. Deaton’s restricted stock awards
would have been $2,019,466 ($40.48 per share value on
December 31, 2009, multiplied by the number of our shares
subject to each of Mr. Deaton’s unvested restricted stock
awards, multiplied by the applicable reduction factors for
the awards).
Peter A. Ragauss
The substantial risk of forfeiture restrictions applicable to
27,543 shares of our stock granted to Mr. Ragauss would have
lapsed on December 31, 2009, if (i) on December 31, 2009,
we or one of our affiliates sold a business unit, (ii) on Decem-
ber 31, 2009, Mr. Ragauss’ employment with us terminated
in connection with the sale and (iii) the sale did not constitute
a 2002 D&O Plan Change in Control. The maximum value of
this accelerated vesting of Mr. Ragauss’ restricted stock awards
would have been $1,114,941 ($40.48 per share value on
December 31, 2009, multiplied by the number of our shares
subject to each of Mr. Ragauss’ unvested restricted stock
awards, multiplied by the applicable reduction factors for
the awards).
Alan R. Crain
The substantial risk of forfeiture restrictions applicable to
16,579 shares of our stock granted to Mr. Crain would have
lapsed on December 31, 2009, if (i) on December 31, 2009,
we or one of our affiliates sold a business unit, (ii) on Decem-
ber 31, 2009, Mr. Crain’s employment with us terminated in
connection with the sale and (iii) the sale did not constitute
a 2002 D&O Plan Change in Control. The maximum value of
this accelerated vesting of Mr. Crain’s restricted stock awards
would have been $671,118 ($40.48 per share value on
December 31, 2009, multiplied by the number of our shares
subject to each of Mr. Crain’s unvested restricted stock awards,
multiplied by the applicable reduction factors for the awards).
David H. Barr
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”.
Martin S. Craighead
The substantial risk of forfeiture restrictions applicable to
16,456 shares of our stock granted to Mr. Craighead would
have lapsed on December 31, 2009, if (i) on December 31,
2009, we or one of our affiliates sold a business unit, (ii) on
December 31, 2009, Mr. Craighead’s employment with us ter-
minated in connection with the sale and (iii) the sale did not
constitute a 2002 D&O Plan Change in Control. The maximum