HALLIBURTON ELECTIVE DEFERRAL PLAN
AS AMENDED AND RESTATED EFFECTIVE
JANUARY 1, 1998
TABLE OF CONTENTS
ARTICLE PAGE
I - Definitions and Construction ........................................................ I-1
II - Participation ....................................................................... II-1
III - Account Credits ..................................................................... III-1
IV - Withdrawals ......................................................................... IV-1
V - Payment of Benefits ................................................................. V-1
VI - Administration of the Plan........................................................... VI-1
VII - Administration of Funds.............................................................. VII-1
VIII - Nature of the Plan................................................................... VIII-1
IX - Participating Employers ............................................................. IX-1
X - Miscellaneous ....................................................................... X-1
(i)
HALLIBURTON ELECTIVE DEFERRAL PLAN
HALLIBURTON COMPANY, having heretofore established the Halliburton
Elective Deferral Plan, pursuant to Section 10.4 of said Plan, hereby amends and
restates said Plan effective as of January 1, 1998.
(ii)
I.
Definitions and Construction
1.1 Definitions. Where the following words and phrases appear in the
Plan, they shall have the respective meanings set forth below, unless their
context clearly indicates to the contrary.
(1) Account: A memorandum bookkeeping account established on the records of
the Employer for a Participant that is credited with amounts determined
in accordance with Article III of the Plan. As of any determination
date, a Participant's benefit under the Plan shall be equal to the
amount credited to his Account as of such date. A Participant shall
have a 100% nonforfeitable interest in his Account at all times.
(1A) Act: The Employee Retirement Income Security Act of 1974, as amended.
(2) Base Salary: The base rate of cash compensation paid by the Employer to
or for the benefit of a Participant for services rendered or labor
performed while a Participant, including base pay a Participant could
have received in cash in lieu of (A) deferrals pursuant to Section 3.1
and (B) contributions made on his behalf to any qualified plan
maintained by the Employer or to any cafeteria plan under section 125
of the Code maintained by the Employer.
(3) Bonus Compensation: With respect to any Participant for a Plan
Year, the amount awarded under a bonus plan maintained by the Employer.
(4) Code: The Internal Revenue Code of 1986, as amended.
(5) Compensation Committee: The Compensation Committee of the Directors.
(6) Committee: The administrative committee appointed by the Compensation
Committee to administer the Plan.
(7) Company: Halliburton Company.
(8) Directors: The Board of Directors of the Company.
(9) Employer: The Company and each eligible organization designated as an
Employer in accordance with the provisions of Article IX of the Plan.
(10) Participant: Each individual who has been selected for participation
in the Plan and who has become a Participant pursuant to Article II.
(11) Plan: The Halliburton Elective Deferral Plan, as amended from time to
time.
I-1
(12) Plan Year: The twelve-consecutive month period commencing January 1
of each year.
(13) Retirement: The date the Participant retires in accordance with
the terms of his Employer's retirement policy as in effect at that
time.
(14) Trust: The trust, if any, established under the Trust Agreement.
(15) Trust Agreement: The agreement, if any, entered into between the
Employer and the Trustee pursuant to Article VIII.
(16) Trust Fund: The funds and properties, if any, held pursuant to
the provisions of the Trust Agreement, together with all income,
profits and increments thereto.
(17) Trustee: The trustee or trustees appointed by the Committee who are
qualified and acting under the Trust Agreement at any time.
(18) Unforeseeable Emergency: A severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the
Participant or of a dependent (as defined in section 152(a) of the
Code) of the Participant, loss of the Participant's property due to
casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant.
1.2 Number and Gender. 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. The masculine gender, where
appearing in the Plan, shall be deemed to include the feminine gender.
1.3 Headings. The headings of Articles and Sections herein are included
solely for convenience, and if there is any conflict between such headings and
the text of the Plan, the text shall control.
I-2
II.
Participation
2.1 Participation. Participants in the Plan are those employees of the
Employer (a) who are subject to the income tax laws of United States, (b) who
are officers or members of a select group of highly compensated employees of the
Employer, and (c) who are selected by the Committee, in its sole discretion, as
Participants. The Committee shall notify each Participant of his selection as a
Participant. Subject to the provisions of Section 2.2, a Participant shall
remain eligible to defer Base Salary and/or Bonus Compensation hereunder for
each Plan Year following his initial year of participation in the Plan.
2.2 Cessation of Active Participation. Notwithstanding any provision
herein to the contrary, an individual who has become a Participant in the Plan
shall cease to be entitled to defer Base Salary and/or Bonus Compensation
hereunder effective as of any date designated by the Committee. Any such
Committee action shall be communicated to the affected individual prior to the
effective date of such action.
II-1
III.
Account Credits
3.1 Base Salary Deferrals.
(a) Any Participant may elect to defer receipt of an integral
percentage of from 5% to 50% of his Base Salary, in 5% increments, for any Plan
Year; provided, however, that a Participant may elect to defer receipt of an
integral percentage of from 5% to 90% of his Base Salary, in 5% increments, for
the Plan Year in which he is first eligible to participate in the Plan. A
Participant's election to defer receipt of a percentage of his Base Salary for
any Plan Year shall be made on or before the last day of the preceding Plan
Year. Notwithstanding the foregoing, if an individual initially becomes a
Participant other than on the first day of a Plan Year, such Participant's
election to defer receipt of a percentage of his Base Salary for such Plan Year
may be made no later than 30 days after he becomes a Participant, but such
election shall be prospective only. The reduction in a Participant's Base Salary
pursuant to his election shall be effected by Base Salary reductions as of each
payroll period within the election period. Base Salary for a Plan Year not
deferred by a Participant pursuant to this Paragraph shall be received by such
Participant in cash, except as provided by any other plan maintained by the
Employer. Deferrals of Base Salary under this Plan shall be made before elective
deferrals or contributions of Base Salary under any other plan maintained by the
Employer. Base Salary deferrals made by a Participant shall be credited to such
Participant's Account as of the date the Base Salary deferred would have been
received by such Participant in cash had no deferral been made pursuant to this
Section. Except as provided in Paragraph (b), deferral elections for a Plan Year
pursuant to this Section shall be irrevocable.
(b) A Participant shall be permitted to revoke his election to
defer receipt of his Base Salary for any Plan Year in the event of an
Unforeseeable Emergency, as determined by the Committee in its sole discretion.
For purposes of the Plan, the decision of the Committee regarding the existence
or nonexistence of an Unforeseeable Emergency of a Participant shall be final
and binding. Further, the Committee shall have the authority to require a
Participant to provide such proof as it deems necessary to establish the
existence and significant nature of the Participant's Unforeseeable Emergency. A
Participant who is permitted to revoke his Base Salary deferral election during
a Plan Year shall not be permitted to resume Base Salary deferrals under the
Plan until the next following Plan Year.
3.2 Bonus Compensation Deferrals. Any Participant may elect to defer
receipt of an integral percentage of from 5% to 90% of his Bonus Compensation,
in 5% increments, for any Plan Year. A Participant's election to defer receipt
of a percentage of his Bonus Compensation for any Plan Year shall be made on or
before the last day of the preceding Plan Year. Notwithstanding the foregoing,
if any individual initially becomes a Participant other than on the first day of
a Plan Year, such Participant's election to defer receipt of a percentage of his
Bonus Compensation for such Plan Year may be made no later than 30 days after he
becomes a Participant, but such election shall apply only to a pro rata portion
of his Bonus Compensation for such Plan Year based upon the number of complete
months remaining in such Plan Year divided by twelve. If Bonus Compensation for
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a Plan Year is payable in more than one future Plan Year under the applicable
bonus plan, a Participant shall also make a separate election under this Section
with respect to such Bonus Compensation for each Plan Year in which such Bonus
Compensation is payable. Deferrals of Bonus Compensation under this Plan shall
be made before elective deferrals or contributions of Bonus Compensation under
any other plan maintained by the Employer. Bonus Compensation deferrals made by
a Participant shall be credited to such Participant's Account as of the date the
Bonus Compensation deferred would have been received by such Participant had no
deferral been made pursuant to this Section 3.2. Deferral elections for a Plan
Year pursuant to this Section shall be irrevocable.
3.3 Earnings Credits. For each Plan Year, a Participant's Account shall
be credited semi-annually on June 30 and December 31 with an amount of earnings
based on the weighted average balance of such Account during the preceding six
months and the Moody's corporate bond average annual yield for long-term
investment grade bonds during the six-month period ended seven months prior to
each semi-annual earnings credit date, plus 2%. (For example, the rate earned
for the six months ended December 31, 1995 would be based on the average Moody's
rate for the six months ended May 31, 1995, plus 2%.) So long as there is any
balance in any Account, such Account shall continue to receive earnings credits
pursuant to this Section.
III-2
IV.
Withdrawals
Participants shall be permitted to make withdrawals from the Plan only
in the event of an Unforeseeable Emergency, as determined by the Committee in
its sole discretion. No withdrawal shall be allowed to the extent that such
Unforeseeable Emergency is or may be relieved (a) through reimbursement or
compensation by insurance or otherwise, (b) by liquidation of the Participant's
assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship or (c) by cessation of Base Salary deferrals under the
Plan pursuant to Section 3.1(b). Further, the Committee shall permit a
Participant to withdraw only the amount it determines, in its sole discretion,
to be reasonably needed to satisfy the Unforeseeable Emergency.
IV-1
V.
Payment of Benefits
5.1 Payment Election Generally. In conjunction with each deferral
election made by a Participant pursuant to Article III for a Plan Year, such
Participant shall elect, subject to Sections 5.4, 5.5, 5.7 and 5.8, the time and
the form of payment with respect to such deferral and the earnings credited
thereto. Except as provided in Section 5.3, any such election regarding the time
and form of payment of a deferral and the earnings credited thereto shall be
irrevocable once made.
5.2 Time of Benefit Payment. With respect to each deferral election
made by a Participant pursuant to Article III, such Participant shall elect to
commence payment of such deferral and the earnings credited thereto on one of
the following dates:
(a) Retirement; or
(b) A specific future month and year, but not earlier than
five years from the date of the deferral if the Participant has not
attained age fifty-five at the time of the deferral or one year from
the date of the deferral if the Participant has attained age fifty-five
at the time of the deferral, and not later than the first day of the
year in which the Participant attains age seventy.
5.3 Form of Benefit Payment. With respect to each deferral election
made by a Participant pursuant to Article III, such Participant shall elect the
form of payment with respect to such deferral and the earnings credited thereto
from one of the following forms:
(a) A lump sum; or
(b) Installment payments for a period not to exceed ten
years.
Installment payments shall be paid annually on the first business day of January
of each Plan Year; provided however, that not later than sixty days prior to the
date payment is to commence, a Participant may elect to have his installment
payments paid quarterly on the first business day of each calendar quarter. Each
installment payment shall be determined by multiplying the deferral and the
earnings credited thereto at the time of the payment by a fraction, the
numerator of which is one and the denominator of which is the number of
remaining installment payments to be made to Participant. In the event the total
amount credited to a Participant's Account does not exceed $50,000, the
Committee may, in its sole discretion, pay such amounts in a lump sum.
5.4 Total and Permanent Disability. If a Participant becomes totally
and permanently disabled while employed by the Employer, payment of the amounts
credited to such Participant's Account shall commence on the first business day
of the second calendar quarter following the date the Committee makes a
determination that the Participant is totally and permanently disabled, in the
form of payment determined in accordance with Section 5.3. The above
notwithstanding, if such Participant is already receiving payments pursuant to
Section 5.2(b) and Section 5.3(b), such payments shall continue. For purposes of
V-1
the Plan, a Participant shall be considered totally and permanently disabled if
the Committee determines, based on a written medical opinion (unless waived by
the Committee as unnecessary), that such Participant is permanently incapable of
performing his job for physical or mental reasons.
5.5 Death. In the event of a Participant's death at a time when amounts
are credited to such Participant's Account, such amounts shall be paid to such
Participant's designated beneficiary or beneficiaries in five annual
installments commencing as soon as administratively feasible after such
Participant's date of death. However, the Participant's designated beneficiary
or beneficiaries may request a lump sum payment based upon hardship, and the
Committee, in its sole discretion, may approve such request.
5.6 Designation of Beneficiaries.
(a) Each Participant shall have the right to designate the
beneficiary or beneficiaries to receive payment of his benefit in the event of
his death. Each such designation shall be made by executing the beneficiary
designation form prescribed by the Committee and filing same with the Committee.
Any such designation may be changed at any time by execution of a new
designation in accordance with this Section.
(b) If no such designation is on file with the Committee at
the time of the death of the Participant or such designation is not effective
for any reason as determined by the Committee, then the designated beneficiary
or beneficiaries to receive such benefit shall be as follows:
(1) If a Participant leaves a surviving spouse, his
benefit shall be paid to such surviving spouse;
(2) If a Participant leaves no surviving spouse, his
benefit shall be paid to such Participant's executor or administrator,
or to his heirs at law if there if no administration of such
Participant's estate.
5.7 Other Termination of Employment. If a Participant terminates his
employment with the Employer before Retirement for a reason other than total and
permanent disability or death, the amounts credited to such Participant's
Account shall be paid to the Participant in a lump sum no less than thirty days
and no more than one year after the Participant's date of termination of
employment.
5.8 Change in the Company's Credit Rating. If the Standard & Poor's
rating for the Company's senior indebtedness falls below BBB, the amounts
credited to Participants' Accounts shall be paid to the Participants in a lump
sum within forty-five days after the date of change of such credit rating.
5.9 Payment of Benefits. To the extent the Trust Fund, if any, has
sufficient assets, the Trustee shall pay benefits to Participants or their
beneficiaries, except to the extent the Employer pays the benefits directly and
provides adequate evidence of such payment to the Trustee. To the extent the
V-2
Trustee does not or cannot pay benefits out of the Trust Fund, the benefits
shall be paid by the Employer. Any benefit payments made to a Participant or for
his benefit pursuant to any provision of the Plan shall be debited to such
Participant's Account. All benefit payments shall be made in cash to the fullest
extent practicable.
5.10 Unclaimed Benefits. In the case of a benefit payable on behalf of
a Participant, if the Committee is unable to locate the Participant or
beneficiary to whom such benefit is payable, upon the Committee's determination
thereof, such benefit shall be forfeited to the Employer. Notwithstanding the
foregoing, if subsequent to any such forfeiture the Participant or beneficiary
to whom such benefit is payable makes a valid claim for such benefit, such
forfeited benefit shall be paid by the Employer or restored to the Plan by the
Employer.
5.11 No Acceleration of Bonus Compensation. The time of payment of any
Bonus Compensation that the Participant has elected to defer but that has not
yet been credited to the Participant's Account because it is not yet payable
without regard to the deferral shall not be accelerated as a result of the
provisions of this Article. If, pursuant to the provisions of this Article,
payment of such Bonus Compensation would no longer be deferred at the time it
becomes payable, such Bonus Compensation shall be paid to the Participant within
90 days of the date it would have been payable had the Participant not made a
deferral election.
V-3
VI.
Administration of the Plan
6.1 Committee Powers and Duties. The general administration of the Plan
shall be vested in the Committee. The Committee shall supervise the
administration and enforcement of the Plan according to the terms and provisions
hereof and shall have all powers necessary to accomplish these purposes,
including, but not by way of limitation, the right, power, authority, and duty:
(a) To make rules, regulations, and bylaws for the
administration of the Plan that are not inconsistent with the terms and
provisions hereof, and to enforce the terms of the Plan and the rules
and regulations promulgated thereunder by the Committee;
(b) To construe in its discretion all terms, provisions,
conditions, and limitations of the Plan;
(c) To correct any defect or to supply any omission or to
reconcile any inconsistency that may appear in the Plan in such manner
and to such extent as it shall deem in its discretion expedient to
effectuate the purposes of the Plan;
(d) To employ and compensate such accountants, attorneys,
investment advisors, and other agents, employees, and independent
contractors as the Committee may deem necessary or advisable for the
proper and efficient administration of the Plan;
(e) To determine in its discretion all questions relating to
eligibility;
(f) To determine whether and when there has been a termination
of a Participant's employment with the Employer, and the reason for
such termination;
(g) To make a determination in its discretion as to the right
of any person to a benefit under the Plan and to prescribe procedures
to be followed by distributees in obtaining benefits hereunder; and
(h) To receive and review reports from the Trustee as to the
financial condition of the Trust Fund, if any, including its receipts
and disbursements.
VI-1
6.2 Self-Interest of Participants. No member of the Committee shall
have any right to vote or decide upon any matter relating solely to himself
under the Plan (including, without limitation, Committee decisions under Article
II) or to vote in any case in which his individual right to claim any benefit
under the Plan is particularly involved. In any case in which a Committee member
is so disqualified to act and the remaining members cannot agree, the
Compensation Committee shall appoint a temporary substitute member to exercise
all the powers of the disqualified member concerning the matter in which he is
disqualified.
6.3 Claims Review. In any case in which a claim for Plan benefits of a
Participant or beneficiary is denied or modified, the Committee shall furnish
written notice to the claimant within ninety days (or within 180 days if
additional information requested by the Committee necessitates an extension of
the ninety-day period), which notice shall:
(a) State the specific reason or reasons for the denial
or modification;
(b) Provide specific reference to pertinent Plan
provisions on which the denial or modification is based;
(c) Provide a description of any additional material or
information necessary for the Participant, his beneficiary, or
representative to perfect the claim and an explanation of why such
material or information is necessary; and
(d) Explain the Plan's claim review procedure as
contained herein.
In the event a claim for Plan benefits is denied or modified, if the
Participant, his beneficiary, or a representative of such Participant or
beneficiary desires to have such denial or modification reviewed, he must,
within sixty days following receipt of the notice of such denial or
modification, submit a written request for review by the Committee of its
initial decision. In connection with such request, the Participant, his
beneficiary, or the representative of such Participant or beneficiary may review
any pertinent documents upon which such denial or modification was based and may
submit issues and comments in writing. Within sixty days following such request
for review the Committee shall, after providing a full and fair review, render
its final decision in writing to the Participant, his beneficiary or the
representative of such Participant or beneficiary stating specific reasons for
such decision and making specific references to pertinent Plan provisions upon
which the decision is based. If special circumstances require an extension of
such sixty-day period, the Committee's decision shall be rendered as soon as
possible, but not later than 120 days after receipt of the request for review.
If an extension of time for review is required, written notice of the extension
shall be furnished to the Participant, beneficiary, or the representative of
such Participant or beneficiary prior to the commencement of the extension
period.
VI-2
6.4 Employer to Supply Information. The Employer shall supply full and
timely information to the Committee, including, but not limited to, information
relating to each Participant's compensation, age, retirement, death, or other
cause of termination of employment and such other pertinent facts as the
Committee may require. The Employer shall advise the Trustee, if any, of such of
the foregoing facts as are deemed necessary for the Trustee to carry out the
Trustee's duties under the Plan and the Trust Agreement. When making a
determination in connection with the Plan, the Committee shall be entitled to
rely upon the aforesaid information furnished by the Employer.
6.5 Indemnity. The Company shall indemnify and hold harmless each
member of the Committee against any and all expenses and liabilities arising out
of his administrative functions or fiduciary responsibilities, including any
expenses and liabilities that are caused by or result from an act or omission
constituting the negligence of such member in the performance of such functions
or responsibilities, but excluding expenses and liabilities that are caused by
or result from such member's own gross negligence or willful misconduct.
Expenses against which such member shall be indemnified hereunder shall include,
without limitation, the amounts of any settlement or judgment, costs, counsel
fees, and related charges reasonably incurred in connection with a claim
asserted or a proceeding brought or settlement thereof.
VI-3
VII.
Administration of Funds
7.1 Payment of Expenses. All expenses incident to the administration of
the Plan and Trust, including but not limited to, legal, accounting, Trustee
fees, and expenses of the Committee, may be paid by the Employer and, if not
paid by the Employer, shall be paid by the Trustee from the Trust Fund, if any.
7.2 Trust Fund Property. All income, profits, recoveries,
contributions, forfeitures and any and all moneys, securities and properties of
any kind at any time received or held by the Trustee, if any, shall be held for
investment purposes as a commingled Trust Fund pursuant to the terms of the
Trust Agreement. The Committee shall maintain one or more Accounts in the name
of each Participant, but the maintenance of an Account designated as the Account
of a Participant shall not mean that such Participant shall have a greater or
lesser interest than that due him by operation of the Plan and shall not be
considered as segregating any funds or property from any other funds or property
contained in the commingled fund. No Participant shall have any title to any
specific asset in the Trust Fund, if any.
VII-1
VIII.
Nature of the Plan
The Employer intends and desires by the adoption of the Plan to
recognize the value to the Employer of the past and present services of
employees covered by the Plan and to encourage and assure their continued
service with the Employer by making more adequate provision for their future
retirement security. The Plan is intended to constitute an unfunded, unsecured
plan of deferred compensation for a select group of management or highly
compensated employees of the Employer. Plan benefits herein provided are to be
paid out of the Employer's general assets. The Plan constitutes a mere promise
by the Employers to make benefit payments in the future and Participants have
the status of general unsecured creditors of the Employers. Nevertheless,
subject to the terms hereof and of the Trust Agreement, if any, the Employers,
or the Company on behalf of the Employers, may transfer money or other property
to the Trustee and the Trustee shall pay Plan benefits to Participants and their
beneficiaries out of the Trust Fund.
The Committee, in its sole discretion, may establish the Trust and
direct the Employers to enter into the Trust Agreement and adopt the Trust for
purposes of the Plan. In such event, the Employers shall remain the owner of all
assets in the Trust Fund and the assets shall be subject to the claims of each
Employer's creditors if such Employer ever becomes insolvent. For purposes
hereof, an Employer shall be considered "insolvent" if (a) the Employer is
unable to pay its debts as they become due, or (b) the Employer is subject to a
pending proceeding as a debtor under the United States Bankruptcy Code (or any
successor federal statute). The chief executive officer of the Employer and its
board of directors shall have the duty to inform the Trustee in writing if the
Employer becomes insolvent. Such notice given under the preceding sentence by
any party shall satisfy all of the parties' duty to give notice. When so
informed, the Trustee shall suspend payments to the Participants and hold the
assets for the benefit of the Employer's general creditors. If the Trustee
receives a written allegation that the Employer is insolvent, the Trustee shall
suspend payments to the Participants and hold the Trust Fund for the benefit of
the Employer's general creditors, and shall determine within the period
specified in the Trust Agreement whether the Employer is insolvent. If the
Trustee determines that the Employer is not insolvent, the Trustee shall resume
payments to the Participants. No Participant or beneficiary shall have any
preferred claim to, or any beneficial ownership interest in, any assets of the
Trust Fund.
VIII-1
IX.
Participating Employers
The Committee may designate any entity or organization eligible by law
to participate in this Plan as an Employer by written instrument delivered to
the Secretary of the Company and the designated Employer. Such written
instrument shall specify the effective date of such designated participation,
may incorporate specific provisions relating to the operation of the Plan which
apply to the designated Employer only and shall become, as to such designated
Employer and its employees, a part of the Plan. Each designated Employer shall
be conclusively presumed to have consented to its designation and to have agreed
to be bound by the terms of the Plan and any and all amendments thereto upon its
submission of information to the Committee required by the terms of or with
respect to the Plan; provided, however, that the terms of the Plan may be
modified so as to increase the obligations of an Employer only with the consent
of such Employer, which consent shall be conclusively presumed to have been
given by such Employer upon its submission of any information to the Committee
required by the terms of or with respect to the Plan. Except as modified by the
Committee in its written instrument, the provisions of this Plan shall be
applicable with respect to each Employer separately, and amounts payable
hereunder shall be paid by the Employer which employs the particular
Participant, if not paid from the Trust Fund.
IX-1
X.
Miscellaneous
10.1 Not Contract of Employment. The adoption and maintenance of the
Plan shall not be deemed to be a contract between the Employer and any person or
to be consideration for the employment of any person. Nothing herein contained
shall be deemed to give any person the right to be retained in the employ of the
Employer or to restrict the right of the Employer to discharge any person at any
time nor shall the Plan be deemed to give the Employer the right to require any
person to remain in the employ of the Employer or to restrict any person's right
to terminate his employment at any time.
10.2 Alienation of Interest Forbidden. Except as hereinafter provided,
the interest of a Participant or his beneficiary or beneficiaries hereunder may
not be sold, transferred, assigned, or encumbered in any manner, either
voluntarily or involuntarily, and any attempt so to anticipate, alienate, sell,
transfer, assign, pledge, encumber, or charge the same shall be null and void;
neither shall the benefits hereunder be liable for or subject to the debts,
contracts, liabilities, engagements or torts of any person to whom such benefits
or funds are payable, nor shall they be an asset in bankruptcy or subject to
garnishment, attachment or other legal or equitable proceedings. Plan provisions
to the contrary notwithstanding, the Committee shall comply with the terms and
provisions of an order that satisfies the requirements for a "qualified domestic
relations order" as such term is defined in section 206(d)(3)(B) of the Act,
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 the Act.
10.3 Withholding. All deferrals and payments provided for hereunder
shall be subject to applicable withholding and other deductions as shall be
required of the Employer under any applicable local, state or federal law.
10.4 Amendment and Termination. The Compensation Committee may from
time to time, in its discretion, amend, in whole or in part, any or all of the
provisions of the Plan; provided, however, that no amendment may be made that
would impair the rights of a Participant with respect to amounts already
allocated to his Account. The Compensation Committee may terminate the Plan at
any time. In the event that the Plan is terminated, the balance in a
Participant's Account shall be paid to such Participant or his designated
beneficiary in a single lump sum payment of cash in full satisfaction of all of
such Participant's or beneficiary's benefits hereunder. Any such amendment to or
termination of the Plan shall be in writing and signed by any member of the
Compensation Committee.
10.5 Severability. If any provision of this 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 Plan shall be construed and enforced as if said illegal or invalid
provision had never been included herein.
10.6 Governing Laws. All provisions of the Plan shall be construed
in accordance with the laws of Texas except to the extent preempted by federal
law.
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