EXHIBIT 10(p)
SANTA FE ENERGY RESOURCES, INC.
DEFERRED COMPENSATION PLAN
(As Amended)
I. NAME AND PURPOSE
The name of this plan is the Santa Fe Energy Resources, Inc.
Deferred Compensation Plan (the "Plan"). The purpose of the
Plan is to provide certain highly compensated employees of
Santa Fe Energy Resources, Inc. (the "Company") and its
Subsidiaries and the members of the Board of Directors of the
Company with the opportunity to defer compensation earned as an
Eligible Employee or as a Director on an elective basis and, to
also provide Highly Paid Employees the opportunity to receive a
Company matching contribution with respect to their base
compensation in excess of that which is covered under the
Company's Savings Plan.
II. EFFECTIVE DATE
Except as provided in Section XIV, the Plan became effective as
of January 1, 1991. This First Amendment and restatement of the
Plan shall be effective as of February 1, 1994.
III. DEFINITIONS
When used in this Plan, the following terms shall have the
meanings set forth below unless a different meaning is plainly
required by the context:
A. "Account" shall mean a Deferral Account, Excess Account
and/or Company Account, as the context requires.
B. "Board of Directors" shall mean the Board of Directors of
the Company.
C. "Code" shall mean the Internal Revenue Code of 1986, as
amended.
D. "Committee" shall mean the Employee Benefits Committee of
the Company.
E. "Company Account" shall mean a bookkeeping account
established by the Company to credit Company Matching
Contributions on behalf of a Highly Paid Employee pursuant
to Section VI(C).
F. "Company Matching Contribution" shall mean an amount equal
to the product of (i) a Highly Paid Employee's Excess
Contributions for the first year and (ii) the Company's
actual regular matching contribution rate for such year
under the Savings Plan plus, if the Participant is entitled
to receive an Employer Bonus Contribution under the Savings
Plan, the Bonus Percentage thereunder.
G. "Compensation" shall mean (1) all directors' retainers and
fees paid by the Company to a member of the Board of
Directors and (2) the rate of annual base salary payable to
an Eligible Employee by the Company or a Subsidiary.
H. "Deferral Account" shall mean a bookkeeping account
established by the Company to credit elective deferrals on
behalf of a Participant pursuant to Section VI(A).
I. "Eligible Employee" shall mean an employee of the Company
or a Subsidiary whose Compensation on a specified Entry
Date exceeds ten times the amount specified in Section
402(g)(1) of the Code as in effect on such Entry Date; such
term shall also include an employee who is a Highly Paid
Employee.
J. "Entry Date" shall mean the first day of each calendar
year; however, with respect to a Director, the first day of
the month following his initial election as a member of the
Board of Directors and the first day of the month in which
the Annual Meeting of Shareholders is conducted shall also
be an Entry Date and, with respect to a Highly Paid
Employee for purposes of making Excess Contributions,
February 1, 1994 shall also be an Entry Date.
K. "Excess Account" shall mean a bookkeeping account
established by the Company to credit Excess Contributions
on behalf of a Highly Paid Employee pursuant to Section
VI(B).
L. "Excess Compensation" shall mean Compensation, after
reduction for any elective deferrals under this Plan that
are credited to a Participant's Deferral Account, in excess
of the amount specified in Section 401(a)(17) of the Code
as in effect on such Entry Date. In no event shall
compensation that is covered by the Savings Plan be Excess
Compensation under this Plan.
M. "Excess Contributions" shall mean the amount of Excess
Compensation deferred by a Highly Paid Employee for a year
pursuant to Section V.
N. "Highly Paid Employee" shall mean an Eligible Employee who
has Excess Compensation.
O. "Participant" shall mean a member of the Board of
Directors, an Eligible Employee or Highly Paid Employee who
makes an election to participate in the Plan.
P. "Payment Date" shall mean the date elected by a Participant
on which to receive distribution of his Account(s)
established with respect to a specified year.
Q. "Savings Plan" shall mean the Santa Fe Energy Resources,
Inc. Savings Investment Plan.
R. "Subsidiary" shall mean any corporation in which the
Company owns directly or indirectly at least 50% of the
voting stock.
Throughout this Plan, words in the masculine gender shall include the
feminine and neuter genders, the plural shall include the singular and
the singular shall include the plural.
IV. PARTICIPANTS
Each member of the Board of Directors and each Eligible
Employee,
including each Highly Paid Employee, shall be eligible to
participate in the Plan. A Highly Paid Employee shall be
eligible to make an election with respect to his Compensation
or his Excess Compensation or both. In the event that an
employee makes an election to participate in the Plan for a
particular year believing such employee is an Eligible Employee
(or Highly Paid Employee, as the case may be), and it is
subsequently determined that such employee's Compensation at
the Entry Date does not exceed ten times the amount specified
in Section 402(g)(1) (or, with respect to a Highly Paid
Employee, Section 401(a)(17)) of the Code as adjusted for that
year, any amounts deferred by such employee under the Plan (or,
if applicable, Excess Contributions made) for such year shall
be returned to the employee as soon as practicable and no
further deferrals (or Excess Contributions, as the case may be)
shall be made for such employee with respect to such year.
V. MANNER OF ELECTING DEFERRALS
An Eligible Employee may elect to defer all or a part of his or
her Compensation for a specified year by giving written notice
to the Company setting forth the Participant's election as to:
(a) the percentage (in multiples of 5% of Compensation, up
to 100% thereof) of the Participant's Compensation to
be deferred for such year; and
(b) the Payment Date, as described in Section VII(A), for
distribution of that year's Deferral Account.
In addition, a Highly Paid Employee, who has made an election
under the Savings Plan to contribute the maximum amount
permitted under Section 402(g)(1) of the Code for that year,
may elect, either in lieu of or in addition to an election made
with respect to his Compensation, to defer part of his Excess
Compensation for such year (an "Excess Contribution") by giving
written notice to the Company setting forth the Participant's
election as to:
(x) the percentage (either 1%, 2%, 3% or 4%) of the
Participant's Excess Compensation to be deferred for
such year; and
(y) the Payment Date, as described in Section VII(A), for
distribution of that year's Matching Account and Excess
Account.
If, however, during a year a Highly Paid Employee reduces his
election under the Savings Plan to less than the maximum amount
permitted by Section 402(g)(1) of the Code, the Participant
shall automatically cease making Excess Contributions
thereunder.
In order to participate in the Plan for a specified year, a
Participant must deliver an executed deferred compensation
election to the Company, on the form prescribed by the Company
for that purpose, prior to the Entry Date for such year.
The elections described in this Section shall pertain only to
the year for which they are made and shall apply to all
Compensation and/or Excess Compensation, if applicable, payable
for such year. If no election is made for a year, no elective
deferral of Compensation or Excess Compensation will be made
for such year. All elections shall be irrevocable except to the
extent the Committee, in its sole discretion, permits a
Participant to terminate or change a deferral election. Such
termination or change shall be effective only with respect to
Compensation or Excess Compensation earned after the date such
termination or change of election is approved by the Committee.
VI. ACCOUNTS
A. DEFERRAL ACCOUNTS. A separate Deferral Account shall be
established and maintained for each Eligible Employee who
elects to be a Participant for a year reflecting the amount
of Compensation electively deferred for that year by the
Participant and the interest credited thereon as provided
in D. below. In the event two or more Deferral Accounts of
a Participant are to be paid on the same Payment Date, all
such Deferral Accounts shall be aggregated into a single
Deferral Account for such Participant. At the end of each
month, an
amount shall be credited to the appropriate Deferral
Account of each Participant to reflect the Compensation
otherwise payable during said month but deferred pursuant
to the Plan by the Participant.
B. EXCESS ACCOUNTS. A separate Excess Account shall be
established and maintained for each Highly Paid Employee
who elects to be a Participant for a year reflecting the
amount of Excess Compensation electively deferred for that
year by the Participant and the interest credited thereon
as provided in D. below. In the event two or more Excess
Accounts of a Participant are to be paid on the same
Payment Date, all such Excess Accounts shall be aggregated
into a single Excess Account for such Participant. At the
end of each month, an amount shall be credited to the
appropriate Excess Account of each Participant to reflect
the Excess Compensation otherwise payable during said month
but deferred pursuant to the Plan by the Participant.
C. COMPANY ACCOUNTS. A separate Company Account shall be
established and maintained each year for each Highly Paid
Employee who makes an Excess Contribution such year
reflecting the amount of Company Matching Contributions
credited on his behalf that year, if any, and the interest
credited thereon as provided in D. below. In the event two
or more Company Accounts of a Participant are to be paid on
the same Payment Date, all such Company Accounts shall be
aggregated into a single Company Account for such
Participant. At the end of each month, an amount shall be
credited to the appropriate Company Account of each
Participant who is a Highly Paid Employee to reflect the
Company Matching Contribution, if any, credited for said
month on behalf of the Participant.
D. INTEREST. Each Account shall be credited with interest as
of the last day of each month based upon the balance in
such Account on such date after first reducing the Account
balance to reflect any distributions made during such month
from such Account and before crediting to the Account any
new deferrals made or Company Matching Contributions
credited, as the case may be,
for such month. Interest for each month shall be computed
by using the interest rate earned for such month by the
Fixed Interest Fund of the Savings Plan.
E. VESTING. A Participant shall at all times be 100% vested
(possess a nonforfeitable interest) in his Participant and
Excess Accounts and shall be vested in his Company
Accounts, if any, on any date to the same extent that he is
vested in his Employers Contributions Account under the
Savings Plan on such date.
VII. DISTRIBUTION OF ACCOUNTS
A. ELECTED DISTRIBUTION DATE. Except as provided below, a
Participant's Accounts shall be valued as of the end of the
month coinciding with or immediately preceding the Payment
Date elected by the Participant with respect to such
Account and shall be paid in a single, lump-sum
distribution (by Company check) to the Participant as soon
as is reasonably practicable after such Payment Date.
Each year a Participant elects to defer Compensation and/or
Excess Compensation, the Participant shall elect (at the
time of the deferral and prior to the Entry Date) from
among the following alternatives (to the extent applicable)
the Payment Date applicable with respect to his deferrals
for such year:
OPTION 1: January 1 of any specified year, but not
later than the January 1 on or next following
(i) with respect to an Eligible Employee, the
later of the Participant's (a) 70th birthday
or (b) termination of his employment with the
Company and its Subsidiaries or (ii) the
Participant's ceasing to be a director, as
the case may be;
OPTION 2: If an Eligible Employee, as soon as
practicable after the Participant's
"Retirement Date" under the Santa Fe Energy
Resources Retirement Income Plan
(the "Pension Plan");
OPTION 3: If an Eligible Employee, January 1 after the
year in which the Participant's "Retirement
Date" under the Pension Plan occurs; or
OPTION 4: If an Eligible Employee, one month prior to
the Participant's "Retirement Date" under the
Pension Plan.
B. DISTRIBUTION UPON DEATH OR DISABILITY OF PARTICIPANT. If a
Participant dies or becomes disabled (I.E., is receiving
benefits under the Company's long-term disability plan or
Social Security), the Participant's Accounts shall be
valued as of the end of the month in which the Participant
dies or becomes disabled, as the case may be, and shall be
paid to the Participant's estate, in the event of death, or
to the Participant, in the event of his disability, as the
case may be, in a single lump-sum (by Company check) as
soon as is reasonably practicable after such date of death
or disability.
C. EARLY TERMINATION OF EMPLOYMENT. If a Participant
terminates employment (for reasons other than death or
Disability) with the Company and its Subsidiaries prior to
attaining his early retirement date under the Pension Plan,
then notwithstanding his election of a later Payment Date
to the contrary, his Accounts shall be valued as of the end
of the month coinciding with or immediately preceding the
date of such termination of employment and, to the extent
vested, shall be paid to the Participant in a single
lump-sum (by Company check) as soon as is reasonably
practicable thereafter. Any nonvested Company Account
balances shall be immediately forfeited on his termination
of employment.
D. HARDSHIP DISTRIBUTIONS. In the event of an unforeseen and
immediate financial emergency of a Participant which is
beyond his control, the Committee may, in its sole
discretion, upon a written request of a participant, direct
the acceleration of such vested portion of the
Participant's Accounts as may be
necessary to meet such emergency. The Committee shall
require the Participant to furnish the Committee with proof
of such emergency and the Participant's other financial
resources as the Committee may deem necessary to evaluate a
Participant's written request for accelerated payment.
VIII. PARTICIPANTS' RIGHT
Establishment of the Plan shall not be construed to give any
Eligible Employee the right to be retained in the service of
the Company or a Subsidiary. A Participant shall not have any
interest in the amounts credited to his Accounts until such
Accounts are distributed in accordance with the Plan. With
respect to amounts deferred or otherwise held in an Account for
a Participant, the Participant shall be an unsecured general
creditor of the Company.
IX. NON-ALIENABILITY AND NON-TRANSFERABILITY
No Participant may borrow against his Accounts; no Account
shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, charge,
garnishment, execution or levy of any kind, whether voluntary
or involuntary. However, if a former spouse of a Participant is
awarded an interest in a Participant's Accounts through a
judgment or order of a court, the Committee may, in its sole
discretion, direct that the payment of such interest awarded to
the former spouse be paid (valued as of the end of the month
that the Company received written notice of such award) to the
former spouse in a lump sum; thereafter, the Participant's
Accounts shall be reduced for all Plan purposes by the amount
of any such payment.
X. STATEMENT OF ACCOUNT
Statements will be sent to Participants as soon as practicable
after the end of each year as to the balance in their Accounts
as of the end of such year.
XI. ADMINISTRATION
The Committee shall have the authority to adopt rules and
regulations for carrying out the Plan and to interpret,
construe and implement the provisions thereof. Any decision or
interpretation of any provision of the Plan adopted by the
Committee shall be final and conclusive. The individuals
serving as the Committee shall be fully indemnified (to the
extent permitted by law) by the Company for all claims, losses,
damages or expenses incurred by them for any act, omission or
construction made in connection with the Plan. The Committee is
expressly authorized to direct at any time that the Accounts of
a Participant that are fully vested and payable at the same
Payment Date be aggregated for recordkeeping purposes.
XII. AMENDMENT AND TERMINATION
The Plan may, at any time, be amended, modified or terminated
by the Board of Directors. In addition, the Committee may amend
or modify the Plan provided that no such amendment or
modification made by the Committee can materially increase the
obligations of the Company under the Plan. Any such amendment,
modification or termination requires the affirmative approval
of a majority of the members constituting a quorum and shall be
evidenced by a written resolution or other document signed by
the Board of Directors or the Committee, as the case may be. No
amendment, modification or termination of the Plan shall,
without the consent of a Participant, adversely affect such
Participant's rights with respect to amounts accrued in his
Accounts. Notwithstanding anything in the Plan to the contrary,
all Accounts shall become immediately payable in full upon the
termination of the Plan.
XIII. UNFUNDED STATUS OF THE PLAN
Except as provided below, any and all payments made to the
Participant pursuant to the Plan shall be made only from the
general assets of the Company. All Accounts under the Plan
shall be for bookkeeping purposes only and shall not represent
a claim against specific assets of the Company. Nothing
contained in this Plan shall be deemed to create a trust of any
kind or create any fiduciary relationship between the Company
and the Participant. The Company, in its sole discretion, may
establish a grantor trust to provide for all or part of such
Accounts, provided that the assets
of such grantor trust at all times remain subject to the claims
of the general creditors of the Company.
XIV. SFP PLAN TRANSFERRED ACCOUNTS
Effective with the corporate spinoff of the Company by Santa Fe
Pacific Corporation ("SFP") the deferred accounts of any
Eligible Employee under a similar SFP deferred compensation
plan were transferred from such SFP plan to this Plan and such
transferred accounts shall continue to be held hereunder
pursuant to the elections made by the Participants under the
SFP plan and shall be invested as provided in this Plan and
paid pursuant to the Participant's distribution election(s)
made under the SFP plan. Further, any deferral election made
under such SFP plan with respect to compensation otherwise to
be earned by the Eligible Employee after the date of the
corporate spinoff shall be deemed to be a continuing election,
without interruption or change, under this Plan for the
remainder of the year in which such corporate spinoff occurs.
XV. GENERAL PROVISIONS
A. NOTICES. All notices to the Company hereunder shall be
delivered to the attention of the Secretary of the Company.
Any notice or filing required or permitted to be given to
the Committee or the Company under this Plan shall be
sufficient if in writing and hand delivered, or sent by
registered or certified mail, to the Company or the
Committee, as appropriate, at the principal office of the
Company. Such notice shall be deemed given as of the date
of delivery or, if delivery is made by mail, as of the date
shown on the postmark or the receipt for registration or
certification.
B. CONTROLLING LAW. Except to the extent superseded by
applicable federal law, the laws of the State of Texas
shall be controlling in all matters relating to the Plan.
C. CAPTIONS. The captions of Sections and paragraphs of this
Plan are for convenience only and shall not control or
affect the
meaning or construction of any of its provisions.
D. ACTION BY THE COMPANY. Any action required or permitted by
the Company under the Plan shall be by resolution of its
Board of Directors or any person or persons authorized by
its Board of Directors with respect to such matters.
E. FACILITY OF PAYMENT. Any amounts payable hereunder to any
person under legal disability or who, in the judgment of
the Committee, is unable to properly manage his financial
affairs may be paid to the legal representative of such
person or may be applied for the benefit of such person in
any manner which the Committee may select.
F. WITHHOLDING OF TAXES. The Company shall withhold from such
Compensation and Excess Compensation when deferred, or from
deferred compensation payments when made hereunder, as the
case may be, any taxes required to be withheld therefrom
for federal, state or local government purposes.
G. SEVERABILITY. Whenever possible, each provision of the Plan
shall be interpreted in such manner as to be effective and
valid under applicable law (including the Code), but if any
provision of the Plan shall be held to be prohibited by or
invalid under applicable law, then (i) such provision shall
be deemed amended to, and to have contained from the outset
such language as shall be necessary to, accomplish the
objectives of the provision and (ii) all other provisions
of the Plan shall remain in full force and effect.
H. NO STRICT CONSTRUCTION. No rule of strict construction
shall be applied against the Company, the Committee, the
Board of Directors, or any other person in the
interpretation of any of the terms of the Plan or any rule
or procedure established by the Committee.
I. SUCCESSORS. The provisions of the Plan shall bind and inure
to the benefit of the Company and its successors and
assigns. The
term "successors" as used herein shall include any
corporation or other business entity which shall by merger,
consolidation, purchase or otherwise, acquire all or
substantially all of the business and assets of the Company
and successors of any such corporation or other business
entity.
IN WITNESS WHEREOF, Santa Fe Energy Resources, Inc. has caused
this amendment to be executed by its duly authorized officer
this _____ , 1994, effective for all purpose as of February 1,
1994.
SANTA FE ENERGY RESOURCES, INC.
By: __________________________