SNYDER OIL CORPORATION
DEFERRED COMPENSATION PLAN
FOR SELECT EMPLOYEES
As adopted February 23, 1994
ARTICLE 1 -- INTRODUCTION
1.1 Purpose of the Plan
The Employer has adopted the Plan set forth herein to provide a means
by which certain employees may elect to defer receipt of designated
percentages or amounts of their Compensation and to provide a means
for certain other deferrals of compensation.
1.2 Status of Plan
The Plan is intended to be a "plan which is unfunded and is
maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees" within the meaning of Sections 201(2) and
301(a)(3) of the Employee Retirement Income Security Act of 1974
("ERISA"), and shall be interpreted and administered to the extent
possible in a manner consistent with that intent.
ARTICLE 2 -- DEFINITIONS
Whenever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:
2.1 Account means, for each Participant, the account established for
his or her benefit under Section 5.1.
2.2 Change of Control means (a) the purchase or other acquisition in
one or more transactions other than from the Employer, by any
individual, entity or group of persons within the meaning of Section
13(d)(3) or 14(d) of the Securities Exchange Act of 1934 or any
comparable successor provisions, of beneficial ownership (within the
meaning of Rule 13d-3 of the Securities Exchange Act) of 50 percent
or more of either that outstanding shares of common stock or the
combined voting power of Employer's then outstanding voting
securities entitled to vote generally or (b) in connection or as a
result of any tender offer, exchange offer, merger or other business
combination or proxy contest the directors prior to such event no
longer constitute a majority of the directors of Employer, or (c) the
approval by stockholders of the Employer of a reorganization, merger,
consolidation or other business combination, in each case, with
respect to which persons who were stockholders of the Employer
immediately prior to such event do not immediately thereafter own
more than 50% of the combined voting power of the reorganized,
merged, consolidated or combined Employer's then outstanding
securities that are entitled to vote generally in the election of
directors or (d) the liquidiation or dissolution of Employer or sale
of all or substantially all of the Employer's assets.
2.3 Code means the Internal Revenue Code of 1986, as amended, from
time to time. Reference to any section or subsection of the Code
included reference to any comparable or succeeding provisions of any
legislation which amends, supplements or replaces such section or
subsection.
2.4 Compensation means the regular or base salary and cash bonuses
payable by the Employer or an Affiliate to an individual. For
purposes of the Plan, Compensation will be determined before giving
effect to Elective Deferrals and other salary reduction amounts which
are not included in the Participant's gross income under Sections
125, 401(k), 402(h) or 403(b) of the Code.
For purposes of the Plan, bonuses shall be deemed to have been earned
during the Plan Year in which the Employer accrues such bonuses for
federal income tax reporting purposes. Under the Employer's present
method of federal income tax reporting, regular bonuses paid in March
of a given year are accrued ratably during the prior year. Regular
salary and special bonuses, as designated by the Board of Directors
or the Compensation Committee of the Board of Directors of Employer,
are included in Compensation at the time paid to the employee. Thus,
for example, Compensation for the Plan Year ending December 31, 1995
includes regular salary paid during 1995 and any regular bonus paid
during March 1996. As a result an Elective Deferral to defer, say,
10% of a Participant's 1995 Compensation will result in the deferral
hereunder of 10% of the Participant's 1995 salary and 10% of any
regular bonus paid to the Participant in March 1996 (any regular
bonus payable in March 1995 would not be affected to an election to
defer a portion of 1995 Compensation, since such bonus would be
included in 1994 Compensation).
2.5 Disability means a Participant's total and permanent mental or
physical disability resulting in termination of employment as
evidenced by presentation of medical evidence satisfactory to the
Administrator.
2.6 Effective Date means June 1, 1994.
2.7 Election Form means the participation election form as approved
and prescribed by the Plan Administrator.
2.8 Elective Deferral means the portion of Compensation during a
Plan Year which is deferred by a Participant under Section 4.1.
2.9 Eligible Employee means, on the Effective Date or on any Entry
Date thereafter, those employees of the Employer selected by the
Compensation Committee of the Board of Directors of Employer or by
such persons as the Compensation Committee may authorize to select
employees entitled to participate in the Plan.
2.10 Entry Date means, for each Participant, the date deferrals
commence in accordance with Section 4.1.
2.11 Employer means Snyder Oil Corporation, any successor to all or
a major portion of its assets or business which assumes the
obligations of Employer, and each other entity that is affiliated
with the Employer that adopts the Plan with the consent of the
Employer, provided that Snyder Oil Corporation shall have the sole
power to amend this Plan and shall be the Plan Administrator if no
other person or entity is so serving at any time.
2.12 ERISA means the Employee Retirement Income Security Act of 1974,
as amended from time to time. Reference to any section or subsection
of ERISA includes reference to any comparable or succeeding
provisions of any legislation which amends, supplements or replaces
such section or subsection.
2.13 Incentive Contribution means a discretionary additional
contribution made by Employer as described in Section 4.3.
2.14 Insolvent means either (1) the Employer is unable to pay its
debts as they become due or (2) the Employer is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.
2.15 Matching Deferral means a deferral for the benefit of a
Participant as described in Section 4.2.
2.16 Matching Deferral Limitation means, with respect to Elective
Deferrals of Compensation for any Plan Year made by any Participant,
$75,000 multiplied by the Matching Deferral Rate applicable to that
Participant for such Plan Year. The Compensation Committee may change
the Matching Deferral Limitation for any Participant or all
Participants at any time, provided that the Matching Deferral
Limitation applicable to Elective Deferrals of Compensation for any
Plan Year made by any Participant may not be reduced unless the Plan
Administrator has given written notice of such reduction to the
Participant not less than 10 days prior to the commencement of such
Plan Year.
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2.17 Matching Deferral Rate means, with respect to Elective Deferrals
of Compensation for any Plan Year made by any Participant, 33-1/3%.
The Compensation Committee may change the Matching Deferral Rate for
any Participant or all Participants at any time, provided that the
Matching Deferral Rate applicable to Elective Deferrals of
Compensation for any Plan Year made by any Participant may not be
reduced unless the Plan Administrator has given written notice of
such reduction to the Participant not less than 10 days prior to the
commencement of such Plan Year.
2.18 Participant means any individual who participates in the Plan in
accordance with Article 3.
2.19 Plan means the Snyder Oil Corporation Deferred Compensation Plan
for Select Employees as amended from time to time.
2.20 Plan Administrator means the person, persons or entity
designated by the Employer to administer the Plan and to serve as
agent for the Employer with respect to the Trust. If no such person
or entity is serving as Plan Administrator at any time, the Employer
shall be Plan Administrator.
2.21 Plan Year means, in the case of the first Plan Year, the period
from the Effective Date through December 31, 1994 and, for each Plan
Year thereafter, the 12-month period ending December 31.
2.22 Retirement Age means the age of 55 or such other age as shall be
determined as the normal retirement age for purposes of the
Employer's welfare and retirement plans as determined by the
Employer's Board of Directors or the Compensation Committee thereof.
No determination to increase the Retirement Age shall be effective
with respect to amounts credited to the Account of a Participant with
respect to Plan Years commencing prior to the time of such
determination.
2.22 Trust means the Rabbi Trust established by the Employer that
identifies the Plan as a plan with respect to which assets are to be
held by the Trustee.
2.23 Trustee means the trustee or trustees under the Trust.
ARTICLE 3 -- PARTICIPATION
3.1 Commencement of Participation
Any Eligible Employee who elects to defer part of his or her
Compensation in accordance with Section 4.1 shall become a
participant in the Plan as of the date such deferrals commence in
accordance with Section 4.1. Any individual who is not already a
Participant and whose account is credited with an Incentive
Contribution shall become a Participant as of the date such amount is
credited.
3.2 Continued Participation
A Participant in the Plan shall continue to be a Participant so long
as any amount remains credited to his or her Account.
ARTICLE 4 -- DEFERRALS AND INCENTIVE CONTRIBUTIONS
4.1 Elective Deferrals.
Any Eligible Employee may elect to defer a percentage or dollar
amount of one or more payments of Compensation for the next
succeeding Plan Year, on such terms as the Plan Administrator may
permit, by completing an Election Form and filing it with the Plan
Administrator prior to the first day of such succeeding Plan Year (or
any such earlier date as the Plan Administrator may prescribe),
provided that (1) an individual who is an Eligible Employee on the
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Effective Date may, by completing an Election Form and filing it with
the Plan Administrator within 30 days following the Effective Date,
elect to defer a percentage or dollar amount of one or more payments
of Compensation for the 1994 Plan Year, on such terms as the Plan
Administrator may permit, which are payable to the Participant after
the date on which the Eligible Employee files the Election Form and
(2) an Eligible Employee who is a new employee of Employer may, by
completing an Election Form and filing it with the Plan Administrator
within 30 days of the date such employment commences, elect to defer
a percentage or dollar amount of one or more payments of Compensation
for the Plan Year in which such employment commences, on such terms
as the Plan Administrator may permit, which are payable to the
Participant after the date on which the Eligible Employee files the
Election Form.
An election to defer a percentage or dollar amount of Compensation
for any Plan Year shall apply only to that Plan Year, unless the
Participant elects otherwise on the Election Form.
In addition, a Participant may elect to defer all or part of the
amount of any elective deferral contributions that were made on his
or her behalf to the Employer's 401(k) plan for the prior Plan Year
but which were treated as an excess deferral, an excess contribution
or otherwise limited by the application of the limitations of
Sections 401(k), 401(m), 415 or 402(q) of the Code, so long as the
Participant so indicates on an Election Form.
A Participant's Compensation shall be reduced in accordance with the
Participant's election hereunder and amounts deferred hereunder shall
be paid by the Employer to the Trust as soon as administratively
feasible and credited to the Participant's Accounts as of the date
the amounts are received by the Trustee.
4.2 Matching Deferrals
After each payroll period, the Employer shall contribute to the Trust
Matching Deferrals equal to the Matching Deferral Rate multiplied by
the amount of the Elective Deferrals credited to the Participants'
Accounts for such period under Section 4.1. Each Matching Deferral
will be credited as of the date it is received by the Trustee pro
rata in accordance with the amount of Elective Deferrals of each
Participant which are taken into account in calculating the Matching
Deferral. The amount of Matching Contributions credited to the
Account of any Participant with respect to Elective Deferrals of
Compensation for any Plan Year may not exceed the Matching Deferral
Limitation applicable to that Participant for such Plan Year.
Notwithstanding the foregoing or anything in Section 7.1, if the
amount of "Employee Deferral Contributions" (as defined in the
Employer's 401(k) Plan) made by a Participant during a Plan Year is
less than the maximum amount of Employee Elective Deferrals the
Participant is permitted to make to the Employer's 401(k) Plan (after
taking into account the employer's contribution allocated to the
Participant's account and any limitations imposed by the 401(k) Plan
or the Code), all Matching Deferrals, and any income and gain
thereon, credited to the Account of the Participant with respect to
Elective Deferrals of Compensation for such Plan Year shall be
forfeited and applied as provided in Section 7.7, unless the Plan
Administrator, in its sole discretion determines that the failure to
contribute such maximum amount to the Employer's 401(k) Plan is the
result of an administrative error by the Employer or other reasons
beyond the Control of the Participant.
4.3 Incentive Contributions
In addition to other contributions provided for under the Plan, the
Employer may, in its sole discretion, select one or more Eligible
Employees to receive an Incentive Contribution to his or her account
on such terms as the Employer shall specify at the time it makes the
contribution. For example, the Employer may contribute an amount to
the Participant's Account and condition the payment of such amount
and accrued earnings thereon upon the Participant's remaining
employed by the Employer for an additional specified period of time.
The terms specified by the Employer shall supersede any other
provision of this Plan as regards Incentive Contributions and
earnings with respect thereto, provided that if the Employer does not
specify (a) the terms on which such Incentive Contribution will vest,
the Incentive Contribution and earnings thereon will vest in the same
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manner as Matching Deferrals or (b) a method of distribution, the
Incentive Contribution and earnings thereon will be distributed in a
manner consistent with the election last made by the Participant
prior to the Plan Year in which the Incentive Contribution is made.
The Employer, in its discretion, may permit the Participant to
designate a distribution schedule for a particular Incentive
Contribution provided the designation is made before the Employer
finally determines that the Participant will receive the Incentive
Contribution.
ARTICLE 5 -- ACCOUNTS
5.1 Accounts
The Plan Administrator shall establish an Account for each
Participant reflecting Elective Deferrals, Matching Deferrals and
Incentive Contributions made for the Participant's benefit together
with any adjustments for income, gain or loss and any payments from
the Account. The Plan Administrator shall establish sub-accounts for
each Participant that has more than one election in effect under
Section 7.1 and such other sub-accounts as are necessary for the
proper administration of the Plan. As of the last business day of
each calendar quarter, the Plan Administrator shall provide the
Participant with a statement of his or her Account reflecting the
income, gains and losses (realized and unrealized), amounts of
deferrals and distributions of such Account since the prior
statement.
5.2 Investments
The assets of the Trust shall be invested in investment options
similar to the options available under the Employer's 401(k) Plan as
directed by the Plan Administrator, except that no portion of Trust
assets may be invested in securities issued by the Employer. Unless
the Plan Administrator, in its sole discretion, determines otherwise,
each Participant may designate the investments in which amounts
credited to such Participant's Account are invested.
ARTICLE 6 -- VESTING
6.1 General
A Participant will be immediately vested in, i.e., shall have a
nonforfeitable right to, all Elective Deferrals, and to all income
and gain attributable thereto, credited to his or her Account.
Subject to earlier vesting in accordance with this Article 6, a
Participant shall become vested in the portion of his or her Account
attributable to Matching Deferrals made with respect to Elective
Deferrals of Compensation for a given Plan Year as follows:
(a) 33-1/3% at the end of the Plan Year with respect to which the
Matching Deferrals are made;
(b) 33-1/3% at the end of the first Plan Year following the Plan
Year with respect to which the Matching Deferrals are made; and
(c) 33-1/3% at the end of the second Plan Year following the Plan
Year with respect to which the Matching Deferrals are made.
Any portion of a Participant's Account that have not vested on the
date that a Participant's employment with Employer terminates shall,
except as provided in this Article 6, shall be forfeited and applied
as provided in Section 7.7.
6.2 Change of Control
A Participant shall become fully vested in his or her Account
immediately prior to a Change of Control of the Employer.
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6.3 Death, Retirement or Disability
A Participant shall become fully vested in his or her Account
immediately prior to termination of the Participant's employment by
reason of Participant's death, retirement at or after the attainment
of the Retirement Age or Disability. Whether a Participant's
termination of employment is by reason of Participant's Disability or
retirement shall be determined by the Plan Administrator in its sole
discretion.
6.4 Discretionary Vesting
The Employer may, in its sole discretion, accelerate the vesting of
all or any portion of the Accounts of any Participant or all
Participants.
6.5 Insolvency
A Participant shall become fully vested in his or her Account
immediately prior to the Employer's becoming Insolvent, in which case
the Participant will have the same rights as a general creditor of
the Employer with respect to his or her Account Balance.
ARTICLE 7 - PAYMENTS
7.1 Election as to Time and Form of Payment
A Participant shall elect (on the Election Form used to elect to
defer Compensation under Section 4.1) the date at which the Elective
Deferrals and vested Matching Deferrals (including any earnings
attributable thereto) will commence to be paid to the Participant.
The Participant shall also elect thereon for payments to be paid in
either:
a: a single lump-sum payment; or
b. annual or monthly installments over a period elected by the
Participant up to 10 years, the amount of each installment to
equal the balance of his or her Account immediately prior to the
installment divided by the number of installments remaining to
be paid.
Each such election will be effective for the Plan Year for which it
is made and succeeding Plan Years, unless changed by the Participant.
Any change will be effective only for Elective Deferrals and Matching
Deferrals made for the first Plan Year beginning after the date on
which the Election Form containing the change is filed with the Plan
Administrator. Except as provided in Sections 7.2, 7.3, 7.4, or 7.5,
payment of a Participant's Account shall be made in accordance with
the Participant's elections under this Section 7.1.
7.2 Change of Control
A Participant may elect on the Election Form that, in the event of a
Change of Control, the Participant's entire Account balance
(including any amount vested pursuant to Section 6.2) will either (a)
be paid to the Participant in a single lump sum as soon as possible
following any Change of Control of the Employer or (b) be paid to the
Participant in a single lump sum as soon as possible following a
Change of Control of the Employer unless, prior to the Change of
Control, a majority of the members of the Board of Directors of the
Employer who are not Participants in the Plan determines that the
Change of Control would not reasonably be expected to increase
materially the economic risk of Participants who remain in the Plan
or (c) be paid in accordance with the other provisions of the Plan
without regard to any Change of Control. Unless the Participant shall
have elected otherwise on the Election Form, as soon as possible
following a Change of Control of the Employer, each Participant shall
be paid his or her entire Account balance (including any amount
vested pursuant to Section 6.2) in a single lump sum.
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7.3 Termination of Employment
Unless the Plan Administrator, in its sole discretion, determines
otherwise, upon termination of a Participant's employment for any
reason other than death, Disability and retirement after attainment
of the Retirement Age, the vested portion of the Participant's
Account shall be paid to the Participant in a single lump sum as soon
as practicable following the date of such termination. If the Plan
Administrator does determine not to make a lump sum payment to a
Participant under this Section, the Plan Administrator may, in its
sole discretion, determine to pay the vested portion of such
Participant's Account in a single lump sum at any time thereafter.
7.4 Disability
If the Participant's employment terminates by the reason of the
Participant's Disability, the amounts credited to a Participant's
Account with respect to any Plan Year shall be paid out in accordance
with the election made in accordance with Section 7.1 unless the Plan
Administrator, in its sole discretion, determines to pay such amounts
in one lump sum or the Participant shall have elected in such
Election Form to receive payment of the remaining balance of such
amounts in one lump sum if his or her employment terminates by reason
of Disability.
7.5 Death
If a Participant dies prior to the complete distribution of his or
her Account, the balance of the Account shall be paid as soon as
practicable to the Participant's designated beneficiary or
beneficiaries, in the form elected by the Participant under either of
the following options:
a. a single lump-sum payment; or
b. annual or monthly installments over a period elected by the
Participant up to 10 years, the amount of each installment
to equal the balance of the Account immediately prior to
the installment divided by the number of installments
remaining to be paid.
Any designation of beneficiary and form of payment to such
beneficiary shall be made by the Participant on an Election Form
filed with the Plan Administrator and may be changed by the
Participant at any time by filing another Election Form containing
the revised instructions. If no beneficiary is designated or no
designated beneficiary survives the Participant, payment shall be
made to the Participant's surviving spouse or, if none, to his or her
issue per stirpes, in a single payment. If no spouse or issue
survives the Participant, payment shall be made in a single lump sum
to the Participant's estate.
7.6 Unforeseen Emergency
If a Participant suffers an unforeseen emergency, as defined herein,
the Plan Administrator, in its sole discretion, may pay to the
Participant only that portion, if any, of the vested portion of his
or her Account which the Plan Administrator determines is necessary
to satisfy the emergency need, including any amounts necessary to pay
any federal, state or local income taxes reasonably anticipated to
result from the distribution. A Participant requesting an emergency
payment shall apply for the payment in writing in a form approved by
the Plan Administrator and shall provide such additional information
as the Plan Administrator may require. For purposes of this
paragraph, "unforeseen emergency" means an immediate and heavy
financial need resulting from either of the following:
a. expenses which are not covered by insurance and which the
Participant or his or her spouse or dependent has incurred as a
result of, or is required to incur in order to receive, medical
care; or
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b. any circumstance that is determined by the Plan Administrator in
its sole discretion to constitute an unforeseen emergency which
is not covered by insurance and which cannot reasonably be
relieved by the liquidation of the Participant's assets.
7.7 Forfeiture of Non-vested Amounts
To the extent that any amounts credited to a Participant's Account
are not vested at the time such amounts are otherwise payable under
Sections 7.1 or 7.3, such amounts shall be forfeited and shall, at
the option of the Employer, either be paid to the Employer or used to
satisfy the Employer's obligation to make contributions to the Trust
under the Plan.
7.8 Taxes
All federal, state or local taxes that the Plan Administrator
determines are required to be withheld from any payments made
pursuant to this Article 7 shall be withheld.
ARTICLE 8 - PLAN ADMINISTRATOR
8.1 Plan Administration and Interpretation
The Plan Administrator shall oversee the administration of the Plan.
The Plan Administrator shall have complete control and authority to
determine the rights and benefits and all claims, demands and actions
arising out of the provisions of the Plan of any Participant,
beneficiary, deceased Participant, or other person having or claiming
to have any interest under the Plan. The Plan Administrator shall
have complete discretion to interpret the Plan to decide all matters
under the Plan. Such interpretation and decision shall be final,
conclusive and binding on all Participants and any person claiming
under or through any Participant, in the absence of clear and
convincing evidence that the Plan Administrator acted arbitrarily and
capriciously. Any individual(s) serving as Plan Administrator who is
a Participant will not vote or act on any matter relating solely to
himself or herself. When making a determination or calculation, the
Plan Administrator shall be entitled to rely on information furnished
by a Participant, a beneficiary, the Employer or the Trustee. The
Plan Administrator shall have the responsibility for complying with
any reporting and disclosure requirements or ERISA.
8.2 Powers, Duties, Procedures, Etc.
The Plan Administrator shall have such powers and duties, may adopt
such rules and tables, may act in accordance with such procedures,
may appoint such officers or agents, may delegate such powers and
duties, may receive such reimbursements and compensation, and shall
follow such claims and appeal procedures with respect to the Plan as
it may establish.
8.3 Information
To enable the Plan Administrator to perform its functions, the
Employer shall supply full and timely information to the Plan
Administrator on all matters relating to the compensation of
Participants, their employment, retirement, death, termination or
employment, and such other pertinent facts as the Plan Administrator
may require.
8.4 Indemnification of Plan Administrator
The Employer agrees to indemnify and to defend to the fullest extent
permitted by law any officer(s) or employee(s) who serve as Plan
Administrator (including any such individual who formerly served as
Plan Administrator) against all liabilities, damages, costs and
expenses (including attorneys' fees and amounts paid in settlement of
any claims approved by the Employer) occasioned by any act or
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omission to act in connection with the Plan, if such act or omission
is in good faith.
ARTICLE 9 - AMENDMENT AND TERMINATION
9.1 Amendments
The Employer, upon action of its Board of Directors or an authorized
committee thereof, shall have the right to amend the Plan from time
to time, subject to Section 9.3, by an instrument in writing which
has been executed on the Employer's behalf by its duly authorized
officer.
9.2 Termination of Plan
This Plan is strictly a voluntary undertaking on the part of the
Employer and shall not be deemed to constitute a contract between the
Employer and any Eligible Employee (or any other employee) or a
consideration for, or an inducement or condition of employment for,
the performance of the services by any Eligible Employee (or other
employee). The Employer reserves the right to terminate the Plan at
any time, subject to Section 9.3, by an instrument in writing which
has been executed on the Employer's behalf by its duly authorized
officer. Upon termination, the Employer may (a) elect to continue to
maintain the Trust to pay benefits hereunder as they become due as if
the Plan had not terminated or (b) direct the Trustee to pay promptly
to Participants (or their beneficiaries) the vested balance of their
Accounts. For purposes of the preceding sentence, in the event the
Employer chooses to implement clause (b), the Account balances of all
Participants who are in the employ of the Employer at the time the
Trustee is directed to pay such balances shall become fully vested
and nonforfeitable. After Participants and their beneficiaries are
paid all Plan benefits to which they are entitled, all remaining
assets of the Trust attributable to Participants who terminated
employment with the Employer prior to termination of the Plan who
were not fully vested in their Accounts under Article 6 at that time,
shall be returned to the Employer.
9.3 Existing Rights
No amendment or termination of the Plan shall adversely affect the
rights of any Participant with respect to amounts that have been
credited to his or her Account prior to the date of such amendment or
termination.
ARTICLE 10 - MISCELLANEOUS
10.1 No Funding
The Plan constitutes a mere promise by the Employer to make payments
in accordance with the terms of the Plan and Participants and
beneficiaries shall have the status of general unsecured creditors of
the Employer. Nothing in the Plan will be construed to give any
employee or any other person rights to any specific assets of the
Employer or of any other person. In all events, it is the intent of
the Employer that the Plan be treated as unfunded for tax purposes
and for purposes of Title 1 of ERISA.
10.2 Non-assignability
None of the benefits, payments, proceeds or claims of any Participant
or beneficiary shall be subject to any claim of any creditor of any
Participant or beneficiary and, in particular, the same shall not be
subject to attachment or garnishment or other legal process by any
creditor of such Participant or beneficiary, nor shall any
Participant or beneficiary have any right to alienate, anticipate,
commute, pledge, encumber or assign any of the benefits or payments
or proceeds which he or she may expect to receive, contingently or
otherwise, under the Plan.
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10.3 Limitation of Participants' Rights
Nothing contained in the Plan shall confer upon any person a right to
be employed or to continue in the employ of the Employer, or
interfere in any way with the right of the Employer to terminate the
employment of an Participant in the Plan any time, with or without
cause.
10.4 Participants Bound
Any action with respect to the Plan taken by the Plan Administrator
or the Employer or the Trustee or any action authorized by or taken
at the direction of the Plan Administrator, the Employer or the
Trustee shall be conclusive upon all Participants and beneficiaries
entitled to benefits under the Plan.
10.5 Receipt and Release
Any payment to any Participant or beneficiary in accordance with the
provisions of the Plan shall, to the extent thereof, be in full
satisfaction of all claims against the Employer, the Plan
Administrator and the Trustee under the Plan, and the Plan
Administrator amy require such Participant or beneficiary, as a
condition precedent to such payment, to execute a receipt and release
to such effect. If any Participant or beneficiary is determined by
the Plan Administrator to be incompetent by reason or physical or
mental disability (including minority) to give a valid receipt and
release, the Plan Administrator may cause the payment or payments
becoming due to such person to be made to another person for his or
her benefit without responsibility on the part of the Plan
Administrator, the Employer or the Trustee to follow the application
of such funds.
10.6 Plan Does Not Affect Employment Rights
The Plan does not provide any employment rights to any Eligible
Employee or Participant. The Employer expressly reserves the right to
discharge an Employee at any time, with or without cause and with or
without prior notice, without regard to the effect such discharge
would have on the Employee's interest in the Plan.
10.7 Governing Law
The Plan shall be construed, administered, and governed in all
respects under and by the laws of the state of Texas. If any
provision shall be held by a court of competent jurisdiction to be
invalid or unenforceable, the remaining provisions hereof shall
continue to be fully effective.
10.8 Headings and Subheadings
Headings and subheadings in this Plan are inserted for convenience
only and are not to be considered in the construction of the
provisions hereof.
The foregoing is the Deferred Compensation Plan of Snyder Oil
Corporation. The Plan was approved by the Compensation Committee of
the Board of Directors of Snyder Oil Corporation on February 22, 1994
and by the Board of Directors of Snyder Oil Corporation on February
23, 1994.
/s/ Peter E. Lorenzen
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Peter E. Lorenzen
Secretary