HALLIBURTON EXECUTIVE PERFORMANCE PLAN
EFFECTIVE JANUARY 1, 2000
INDEX
ARTICLE I......................................................................1
PURPOSE........................................................................1
ARTICLE II.....................................................................1
DEFINITIONS....................................................................1
2.1 Definitions..........................................................1
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2.2 Number...............................................................4
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2.3 Headings.............................................................5
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ARTICLE III....................................................................5
PARTICIPATION..................................................................5
3.1 Participants.........................................................5
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3.2 Partial Plan Year Participation......................................5
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3.3 No Right to Participate..............................................6
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3.4 Executive Plan Exclusive.............................................6
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3.5 Consent to Dispute Resolution........................................6
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ARTICLE IV.....................................................................7
ADMINISTRATION.................................................................7
ARTICLE V......................................................................7
REWARD DETERMINATIONS..........................................................7
5.1 Performance Measures.................................................7
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5.2 Performance Requirements.............................................7
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5.3 Reward Determinations................................................8
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5.4 Reward Opportunities.................................................8
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5.5 Discretionary Adjustments............................................8
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5.6 Discretionary Bonuses................................................8
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ARTICLE VI.....................................................................9
DISTRIBUTION OF REWARDS........................................................9
6.1 Form and Timing of Distribution......................................9
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6.2 Excess Remuneration..................................................9
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6.3 Elective Deferral....................................................9
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6.4 Tax Withholding.....................................................10
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6.5 Dividends on Restricted Shares......................................10
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6.6 Lump Sum Payments...................................................10
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ARTICLE VII...................................................................10
TERMINATION OF EMPLOYMENT.....................................................10
7.1 Termination of Service During Plan Year.............................10
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7.2 Termination of Service After End of Plan Year
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But Prior to Payment Date...........................................11
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ARTICLE VIII..................................................................12
RIGHTS OF PARTICIPANTS AND BENEFICIARIES......................................12
8.1 Status as a Participant or Beneficiary..............................12
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8.2 Employment..........................................................12
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8.3 Nontransferability..................................................12
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8.4 Nature of Executive Plan............................................13
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ARTICLE IX....................................................................13
CORPORATE CHANGE..............................................................13
ARTICLE X.....................................................................14
AMENDMENT AND TERMINATION.....................................................14
ARTICLE XI....................................................................14
MISCELLANEOUS.................................................................14
11.1 Governing Law.......................................................14
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11.2 Severability........................................................14
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11.3 Successor...........................................................14
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11.4 Effective Date......................................................14
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HALLIBURTON
EXECUTIVE PERFORMANCE PLAN
The Compensation Committee of Directors of Halliburton Company, hereby
establishes the Halliburton Executive Performance Plan, to be effective in
accordance with the provisions of Section 11.4 hereof.
ARTICLE I
PURPOSE
The purpose of the Halliburton Executive Performance Plan (the
"Executive Plan") is to reward certain officers of the Company and its
Affiliates for improving financial results which drive the creation of value for
shareholders of the Company and thereby, serve to attract, motivate, reward and
retain high caliber employees required for the success of the Company. The
Executive Plan provides a means to link total and individual cash compensation
to Company performance, as measured by Cash Value Added ("CVA"), on the basis of
Participant sharing in CVA improvement, a demonstrated driver of shareholder
value. In addition, to further relate compensation earned under the Executive
Plan to shareholder value creation, to build executive stock ownership and to
provide incentives for Participants to focus on a time frame longer than one
year, the Executive Plan provides that incentive compensation earned for a Plan
Year will be paid in the form of restricted stock issued under the 1993 Stock
and Long-Term Incentive Plan (the "1993 Plan") or a successor stock plan, which
stock vests over a three-year period.
ARTICLE II
DEFINITIONS
2.1 Definitions. Where the following words and phrases appear in the
Executive Plan, they shall have the respective meanings set forth below, unless
their context clearly indicates to the contrary.
"Affiliate" shall mean a Subsidiary of the Company or a
division or designated group of the Company or a Subsidiary.
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"Base Reward" shall mean the dollar amount of a Participant's
incentive compensation under the Executive Plan for a Plan Year
determined in accordance with Section 5.3.
"Base Salary" shall mean the regular cash compensation
actually paid during a Plan Year to a Participant for services rendered
or labor performed while participating in the Executive Plan, including
base pay a Participant could have received in cash in lieu of (i)
contributions made on such Participant's behalf to a qualified plan
maintained by the Company or to any cafeteria plan under Section 125 of
the Code maintained by the Company and (ii) deferrals of compensation
made at the Participant's election pursuant to a plan or arrangement of
the Company or an Affiliate, but excluding any Rewards under this
Executive Plan and any other bonuses, incentive pay or special awards.
"Beneficiary" shall mean the person, persons, trust or trusts
entitled by Will or the laws of descent and distribution to receive the
benefits specified under the Executive Plan in the event of the
Participant's death prior to full payment of a Reward.
"Board of Directors" shall mean the Board of Directors of the
Company.
"Business Unit CVA" shall mean the respective CVA of
designated business units, each calculated on an aggregate basis for
their respective operations.
"Cause" shall mean (i) the final conviction of the Participant
of a felony under Federal law or the law of the state in which such
action occurred, (ii) gross negligence or willful misconduct in the
performance of the Participant's employment duties or (iii) the
Participant's material violation of the Company's Code of Business
Conduct.
"CEO" shall mean the Chief Executive Officer of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Committee" shall mean the Compensation Committee of Directors
of the Company, appointed by the Board of Directors from among its
members, no member of which shall be an employee of the Company or a
Subsidiary.
"Common Stock" shall mean the common stock, par value $2.50
per share, of the Company.
"Company" shall mean Halliburton Company and its successors.
"Company CVA" shall mean CVA calculated on a consolidated basis.
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"Corporate Change" shall have the meaning ascribed in the
Company's 1993 Plan.
"CVA" shall mean the difference between operating cash flow
and a capital charge, calculated in accordance with the criteria and
guidelines set forth in the Corporate Policy entitled "Cash Value Added
(CVA)," as in effect at the time any such calculation is made.
"Dispute Resolution Program" shall mean the Halliburton Dispute
Resolution Plan.
"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.
"Executive Committee" shall mean the Executive Committee of the
Company.
"Executive Plan" shall mean the Halliburton Executive
Performance Plan, effective January 1, 2000, as the same may
subsequently be amended from time to time. The Executive Plan is the
successor plan to the Annual Performance Pay Plan for Participants
hereunder.
"Fair Market Value" shall mean the average closing price per
share of the Common Stock on the New York Stock Exchange (or, if the
Common Stock is not then listed on such exchange, such other national
securities exchange on which the Common Stock is then listed) for all
trading days during the applicable Plan Year. If the Common Stock is
not publicly traded on a national securities exchange at the time a
determination of its value is required to be made hereunder, the
determination of its Fair Market Value shall be made by the Committee
in such manner as it deems appropriate.
"Group CVA" shall mean the respective CVA of the Halliburton
Energy Group, the Engineering and Construction Services Group, and the
Dresser Equipment Group, each calculated on an aggregate basis for
their respective operations.
"1993 Plan" shall mean the Company's 1993 Stock and Long-Term
Incentive Plan, as amended.
"Participant" shall mean any active Senior Officer of the
Company or an Affiliate who participates in the Executive Plan pursuant
to the provisions of Article III hereof. An employee shall not be
eligible to participate in the Executive Plan while on a leave of
absence.
"Participant Category" shall mean a grouping of Participants
determined in accordance with the applicable provisions of Article III.
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"Payment Date" shall mean, with respect to a particular Plan
Year, the last business day of February of the year next following the
end of such Plan Year.
"Performance Goals" shall mean, for a particular Plan Year,
established levels of applicable Performance Measures.
"Performance Measures" shall mean the criteria used in
determining Performance Goals for particular Participant Categories,
which may include one or more of the following: Company CVA, Group CVA
and Business Unit CVA.
"Plan Year" shall mean the calendar year ending December 31,
2000 and each subsequent calendar year thereafter.
"Restricted Shares" shall mean shares issued under the 1993
Plan which are subject to restrictions on the sale, assignment,
hypothecation or other transfer, encumbrance or disposition.
"Reward" shall mean such number of Restricted Shares as are
equal to 125% of the Base Reward divided by the Fair Market Value,
rounded to the nearest whole share.
"Reward Opportunity" shall mean, with respect to each
Participant Category, incentive reward amounts, expressed as a
percentage of Base Salary, which corresponds to various levels of
pre-established Performance Goals, determined pursuant to the Reward
Schedule.
"Reward Schedule" shall mean the schedule which aligns the
level of achievement of applicable Performance Goals with Reward
Opportunities for a particular Plan Year, such that the level of
achievement of the pre-established Performance Goals at the end of such
Plan Year will determine the Base Reward.
"Section 16 Officer" shall mean an officer who is subject to
Section 16 of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder.
"Senior Officer" shall mean a full officer of the Company or
an Affiliate at the Vice President level or above.
"Subsidiary" shall mean any corporation 50 percent or more of
whose voting power is owned, directly or indirectly, by the Company.
2.2 Number. Wherever appropriate herein, words used in the singular
shall be considered to include the plural and words used in the plural shall be
considered to include the singular.
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2.3 Headings. The headings of Articles and Sections herein are
included solely for convenience, and if there is any conflict between headings
and the text of the Executive Plan, the text shall control.
ARTICLE III
PARTICIPATION
3.1 Participants. Active employees who are members of the Executive
Committee or Section 16 Officers as of the beginning of each Plan Year shall be
Participants for such Plan Year. In addition, such other Senior Officers as may
be designated annually as Participants by the CEO prior to the last day of
February each Plan Year shall be Participants for such Plan Year.
3.2 Partial Plan Year Participation. If, after the beginning of a Plan
Year, an employee who was not previously a Participant for such Plan Year (i) is
newly appointed or elected as a member of the Executive Committee or a Section
16 Officer or (ii) returns to active employment as a member of the Executive
Committee or as a Section 16 Officer following a leave of absence, such employee
shall become a Participant effective with such appointment or election or return
to active service, as the case may be, for the balance of the Plan Year, on a
prorated basis, unless the Committee shall determine, in its sole discretion,
that the participation shall be delayed until the beginning of the next Plan
Year. If, after the beginning of the Plan Year, (i) a person is newly elected or
appointed as a Senior Officer (other than a Section 16 Officer) or (ii) an
employee who was not previously a Participant for such Plan Year returns to
active employment as a Senior Officer (other than a Section 16 Officer)
following a leave of absence, the CEO, or his delegate, may designate in writing
such person as a Participant for the pro rata portion of such Plan Year
beginning on the first day of the month following such designation.
If a Senior Officer who has previously been designated as a Participant
for a particular Plan Year takes a leave of absence during such Plan Year, all
of such Participant's rights to a Reward for such Plan Year shall be forfeited,
unless the Committee (with respect to a Participant who is a member of the
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Executive Committee or a Section 16 Officer) or the CEO (with respect to any
other Participant) shall determine that such Participant's Base Reward for such
Plan Year shall be prorated based upon that portion of the Plan Year during
which he or she was an active Participant, in which case the prorated amount of
the Base Reward shall be paid in accordance with the applicable provisions of
Article VI.
Each Participant shall be assigned to a Participant Category at the
time he or she becomes a Participant for a particular Plan Year. If a
Participant thereafter incurs a change in status due to promotion, demotion,
reassignment or transfer, (i) the Committee, in the case of the CEO or other
Section 16 Officer or (ii) the CEO, or his delegate, in the case of any other
Participant, may approve in writing such adjustment in such Participant's Reward
Opportunity as deemed appropriate under the circumstances (including termination
of participation in the Executive Plan for the remainder of the Plan Year), such
adjustment to be made on a pro rata basis for the balance of the Plan Year
effective with the first day of the month following such approval, unless some
other effective date is specified.
3.3 No Right to Participate. Except as provided in Sections 3.1 and
3.2, no Participant or other employee of the Company or an Affiliate shall, at
any time, have a right to participate in the Executive Plan for any Plan Year,
notwithstanding having previously participated in the Executive Plan or a
predecessor plan.
3.4 Executive Plan Exclusive. No employee shall simultaneously
participate in this Executive Plan and in any other short-term incentive plan of
the Company or an Affiliate unless such employee's participation in such other
plan is approved by the CEO, or his delegate.
3.5 Consent to Dispute Resolution. Participation in the Executive Plan
constitutes consent by the Participant to be bound by the terms and conditions
of the Dispute Resolution Program which in substance requires that all disputes
arising out of or in any way related to employment with the Company or its
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Affiliates, including any disputes concerning the Executive Plan, be resolved
exclusively through such program, which includes binding arbitration as the last
step.
ARTICLE IV
ADMINISTRATION
Each Plan Year, the Committee shall establish the basis for payments
under the Executive Plan in relation to given Performance Goals, as more fully
described in Article V hereof, and, following the end of each Plan Year,
determine the Base Reward payable for each Participant Category. The Committee
is authorized to construe and interpret the Executive Plan, to prescribe, amend
and rescind rules, regulations and procedures relating to its administration and
to make all other determinations necessary or advisable for administration of
the Executive Plan. The CEO shall have such authority as is expressly provided
in the Executive Plan. In addition, as permitted by law, the Committee and the
CEO may delegate such of their respective authority granted under the Executive
Plan as deemed appropriate; provided, however, that the Committee may not
delegate its authority with respect to matters relating to the CEO and other
Section 16 Officers or its responsibilities under Article V hereof. Decisions of
the Committee and the CEO, or their respective delegates, in accordance with the
authority granted hereby or delegated pursuant hereto shall be conclusive and
binding. Subject only to compliance with the express provisions hereof, the
Committee, the CEO and their respective delegates may act in their sole and
absolute discretion with respect to matters within their authority under the
Executive Plan.
ARTICLE V
REWARD DETERMINATIONS
5.1 Performance Measures. CVA shall be the only Performance Measure
in determining Performance Goals for any Plan Year.
5.2 Performance Requirements. Prior to the last day of February of
each Plan Year, (i) the Committee shall approve the Company CVA, applicable
Group CVA and applicable Business Unit CVA Performance Goals for certain
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Participant Categories and (ii) the Committee shall establish a Reward Schedule
which aligns the level of achievement of applicable Performance Goals with
Reward Opportunities, such that the level of achievement of the
pre-established Performance Goals at the end of the Plan Year will determine the
Base Reward.
5.3 Reward Determinations. After the end of each Plan Year, the
Committee shall determine the extent to which the Performance Goals have been
achieved and the amount of the Base Reward shall be computed for each
Participant in accordance with the Reward Schedule.
5.4 Reward Opportunities. The established Reward Opportunities may
vary in relation to the Participant Categories and within the Participant
Categories. In the event a Participant changes Participant Categories during
a Plan Year, the Participant's Reward Opportunities shall be adjusted in
accordance with the applicable provisions of Section 3.2.
5.5 Discretionary Adjustments. Once established, Performance Goals
will not be changed during the Plan Year. However, if the Committee, in its sole
and absolute discretion, determines that there has been (i) a change in the
business, operations, corporate or capital structure, (ii) a change in the
manner in which business is conducted or (iii) any other material change or
event which will impact one or more Performance Goals in a manner the Committee
did not intend, then the Committee may, reasonably contemporaneously with such
change or event, make such adjustments as it shall deem appropriate and
equitable in the manner of computing the relevant Performance Measures
applicable to such Performance Goal or Goals for the Plan Year.
5.6 Discretionary Bonuses. Notwithstanding any other provision
contained herein to the contrary, the Committee may, in its sole discretion,
make such other or additional bonus payments to a Participant as it shall deem
appropriate.
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ARTICLE VI
DISTRIBUTION OF REWARDS
6.1 Form and Timing of Distribution. The Reward shall be paid in the
form of Restricted Shares awarded under the 1993 Plan as of the Payment Date.
The terms and conditions of the award shall be set forth in a restricted stock
agreement between the Participant and the Company. The restricted stock
agreement shall provide, among other things, that restrictions on the Restricted
Shares will lapse in three equal annual installments beginning on the first
anniversary of the Payment Date, provided that the Participant is continuously
employed by the Company or an Affiliate through the applicable lapse date. The
foregoing notwithstanding, if the Participant's employment is terminated as a
result of (i) normal retirement on or after age 65, (ii) death, (iii) disability
as determined by the Company or employing Affiliate or (iv) termination by the
Company or employing Affiliate for other than Cause, all remaining restrictions
on the Restricted Shares shall lapse on the date of such termination of
employment. In the event of the Participant's termination of employment for any
other reason, including retirement prior to age 65, all Restricted Shares then
subject to restrictions shall be forfeited, unless retention of all or a portion
of such shares is approved by the Committee or its delegate, in the Committee's
or such delegate's sole discretion.
6.2 Excess Remuneration. Notwithstanding the provisions of Section
6.1, the Committee may, in its discretion, with respect to a Participant who is
a "covered employee" for purposes of Section 162(m) of the Code, determine that
payment of that portion of a Reward which would otherwise cause such
Participant's compensation to exceed the limitation on the amount of
compensation deductible by the Company in any taxable year pursuant to such
Section 162(m), shall be deferred until such Participant is no longer a "covered
employee."
6.3 Elective Deferral. Rewards payable in Restricted Shares pursuant
to Section 6.1 shall not be eligible for deferral under the Halliburton Elective
Deferral Plan or other similar plan. The foregoing notwithstanding, nothing
herein shall be deemed to preclude a Participant's election, pursuant to the
aforementioned Elective Deferral Plan or similar plan, to defer receipt of a
9
percentage of any Base Reward payable in cash pursuant to Section 6.6 beyond the
time such amount would have been payable hereunder.
6.4 Tax Withholding. The Company or employing entity through which
payment of a Reward is to be made shall have the right to deduct from any
payment hereunder any amounts that Federal, state, local or foreign tax laws
require with respect to such payments.
6.5 Dividends on Restricted Shares. A Participant will be entitled to
receive dividends on the Restricted Shares during the restricted period. Except
as provided in the foregoing sentence, no interest or dividend equivalents shall
be accrued or paid under this Executive Plan.
6.6 Lump Sum Payments. Notwithstanding the provisions of Section 6.1,
in the event of termination of a Participant's employment prior to the Plan Year
Payment Date for any reason other than death (in which event payment shall be
made in accordance with the applicable provisions of Article VII), such
Participant shall receive the amount of any Base Reward (or prorated portion
thereof) which is payable pursuant to Section 7.1 or Section 7.2 in a lump sum
payment.
The lump sum payment shall be paid in cash on the Plan Year Payment
Date, or as soon thereafter as practicable, with respect to the Base Reward (or
the prorated portion thereof) earned for such Plan Year.
ARTICLE VII
TERMINATION OF EMPLOYMENT
7.1 Termination of Service During Plan Year. In the event a
Participant's employment is terminated prior to the last business day of a Plan
Year for any reason other than death, normal retirement at or after age 65,
disability (as determined by the Company or employing Affiliate) or termination
by the Company or employing Affiliate for other than Cause, all of such
Participant's rights to a Reward for such Plan Year shall be forfeited, unless
the Committee (with respect to a Participant who was the CEO or other Section 16
Officer) or the CEO (with respect to any other Participant) shall determine that
10
such Participant's Base Reward for such Plan Year shall be prorated based upon
that portion of the Plan Year during which he or she was a Participant, in which
case the prorated amount of the Base Reward shall be paid in accordance with the
provisions of Section 6.6. In the case of a Participant's death during the Plan
Year, the amount of such Participant's Base Reward prorated through the date of
death shall be paid in a cash lump sum payment to the Participant's estate, or
if there is no administration of the estate, to the heirs at law, on the Payment
Date, or as soon thereafter as practicable. In the case of a Participant's
termination of employment during the Plan Year as a result of such Participant's
disability or normal retirement at or after age 65, the amount of such
Participant's Base Reward prorated through the termination date shall be paid in
accordance with the provisions of Section 6.6. In the case where a Participant's
employment is terminated during the Plan Year by the Company or employing
Affiliate for any reason other than Cause, the full amount of such Participant's
Base Reward shall be paid in accordance with Section 6.6.
7.2 Termination of Service After End of Plan Year But Prior to Payment
Date. If a Participant's employment is terminated after the end of the Plan Year
but prior to the Payment Date for any reason other than death, normal retirement
at or after age 65, disability (as determined by the Company or employing
Affiliate) or termination by the Company or employing Affiliate for other than
Cause, all of a Participant's rights to a Reward for such Plan Year shall be
forfeited unless the Committee (with respect to a Participant who was the CEO or
other Section 16 officer) or the CEO (with respect to any other Participant)
shall determine that such Participant's Base Reward for such Plan Year shall be
paid in accordance with the provisions of Section 6.6. In the case of a
Participant's death after the end of the Plan Year but prior to the Payment
Date, the amount of the Base Reward shall be paid to such Participant's estate,
or if there is no administration of the estate, to the heirs at law on the
Payment Date or as soon thereafter as practicable. In the case of a
Participant's termination of employment after the end of the Plan Year but prior
to the Payment Date as a result of such Participant's disability, normal
retirement at or after age 65 or termination by the Company or employing
11
Affiliate for other than Cause, the amount of the Base Reward shall be paid to
the Participant in accordance with the provisions of Section 6.6.
ARTICLE VIII
RIGHTS OF PARTICIPANTS AND BENEFICIARIES
8.1 Status as a Participant or Beneficiary. Status as a Participant or
Beneficiary shall not be construed as a commitment that any Reward will be
earned or payable under the Executive Plan.
8.2 Employment. Nothing contained in the Executive Plan or in any
document related to the Executive Plan or to any Reward shall confer upon any
Participant any right to continue as an employee or in the employ of the Company
or an Affiliate or constitute any contract or agreement of employment for a
specific term or interfere in any way with the right of the Company or an
Affiliate to reduce such person's compensation, to change the position held by
such person or to terminate the employment of such person, with or without
cause.
8.3 Nontransferability. No benefit payable under, or interest in, this
Executive Plan shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge and any such attempted
action shall be void and no such benefit or interest shall be, in any manner,
liable for, or subject to, debts, contracts, liabilities or torts of any
Participant or Beneficiary; provided, however, that, nothing in this Section 8.3
shall prevent transfer (i) by Will, (ii) by applicable laws of descent and
distribution or (iii) pursuant to an order that satisfies the requirements for a
"qualified domestic relations order" as such term is defined in section
206(d)(3)(B) of ERISA and section 414(p)(1)(A) of the Code, including an order
that requires distributions to an alternate payee prior to a Participant's
"earliest retirement age" as such term is defined in section 206(d)(3)(E)(ii) of
ERISA and section 414(p)(4)(B) of the Code. Any attempt at transfer, assignment
or other alienation prohibited by the preceding sentence shall be disregarded
and all amounts payable hereunder shall be paid only in accordance with the
provisions of the Executive Plan.
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8.4 Nature of Executive Plan. No Participant, Beneficiary or other
person shall have any right, title or interest in any fund or in any specific
asset of the Company or any Affiliate by reason of any Reward or Base Reward
hereunder. There shall be no funding of any benefits which may become payable
hereunder. Nothing contained in the Executive Plan (or in any document related
thereto), nor the creation or adoption of the Executive Plan, nor any action
taken pursuant to the provisions of the Executive Plan shall create, or be
construed to create, a trust of any kind or a fiduciary relationship between the
Company or an Affiliate and any Participant, Beneficiary or other person. To the
extent that a Participant, Beneficiary or other person acquires a right to
receive payment with respect to a Reward or Base Reward hereunder, such right
shall be no greater than the right of any unsecured general creditor of the
Company or other employing entity, as applicable. All cash amounts payable under
the Executive Plan shall be paid from the general assets of the Company or
employing entity, as applicable, and no special or separate fund or deposit
shall be established and no segregation of assets shall be made to assure
payment of such amounts. Nothing in the Executive Plan shall be deemed to give
any employee any right to participate in the Executive Plan except in accordance
herewith.
ARTICLE IX
CORPORATE CHANGE
In the event of a Corporate Change, (i) with respect to a Participant's
Reward for the Plan Year in which the Corporate Change occurred, such
Participant shall be entitled to an immediate cash payment equal to the maximum
amount of Base Reward he or she could have received for the Plan Year,
multiplied by 125% and prorated to the date of the Corporate Change; and (ii)
with respect to a Corporate Change that occurs after the end of the Plan Year
but prior to the Payment Date, a Participant shall be entitled to an immediate
cash payment equal to 125% of the Base Reward earned for such Plan Year.
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ARTICLE X
AMENDMENT AND TERMINATION
Notwithstanding anything herein to the contrary, the Committee may, at
any time, terminate or, from time to time amend, modify or suspend the Executive
Plan; provided, however, that, without the prior consent of the Participants
affected, no such action may adversely affect any rights or obligations with
respect to any Rewards theretofore earned for a particular Plan Year, whether or
not the amounts of such Rewards have been computed and whether or not such
Rewards are then payable.
ARTICLE XI
MISCELLANEOUS
11.1 Governing Law. The Executive Plan and all related documents shall
be governed by, and construed in accordance with, the laws of the State of
Texas, without giving effect to the principles of conflicts of law thereof,
except to the extent preempted by federal law. The Federal Arbitration Act shall
govern all matters with regard to arbitrability.
11.2 Severability. If any provision of the Executive Plan shall be held
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining provisions hereof; instead, each provision shall be fully
severable and the Executive Plan shall be construed and enforced as if said
illegal or invalid provision had never been included herein.
11.3 Successor. All obligations of the Company under the Executive Plan
shall be binding upon and inure to the benefit of any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company.
11.4 Effective Date. This Executive Plan shall be effective from and
after January 1, 2000, and shall remain in effect until such time as it may be
terminated or amended pursuant to Article X.
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