EXHIBIT 10.3
BAKER HUGHES INCORPORATED
1998 EMPLOYEE STOCK OPTION PLAN
ARTICLE I
INTRODUCTION
1. PURPOSE. This 1998 Employee Stock Option Plan, which shall be known
as the "1998 EMPLOYEE STOCK OPTION PLAN" and which is hereinafter referred to as
the "PLAN," is intended to promote the interests of Baker Hughes Incorporated
("COMPANY") and its stockholders by encouraging employees of the Company and its
subsidiaries to increase their equity interest in the Company, thereby giving
them an added incentive to work toward the continued growth and success of the
Company. The Board of Directors also contemplates that through the adoption of
the Plan, the Company, its subsidiaries and affiliated entities will be better
able to compete for the services of personnel needed for the continued growth
and success of the Company.
2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in
Article I, Paragraph 4 and Article II, Paragraph 3(e), the aggregate number of
shares of Common Stock, $1 par value per share, of the Company ("COMMON STOCK")
to be delivered upon exercise of all options granted under the Plan shall not
exceed 3,500,000 shares. In the event the number of shares to be delivered upon
the exercise in full of any option granted under the Plan is reduced for any
reason whatsoever or in the event any option granted under the Plan can no
longer under any circumstances be exercised, the number of shares no longer
subject to such option shall thereupon be released from such option and shall
thereafter be available to be re-optioned under the Plan. Shares issued pursuant
to the exercise of options granted under the Plan shall be fully paid and
nonassessable.
3. ADMINISTRATION OF THE PLAN. Subject to the provisions of the Plan,
for purposes other than Article I, Paragraph 9, the Compensation Committee of
the Board of Directors of the Company (the "COMMITTEE") shall interpret the Plan
and all options granted under the Plan, shall make such rules as it deems
necessary for the proper administration of the Plan, shall make all other
determinations necessary or advisable for the administration of the Plan and
shall correct any defect or supply any omission or reconcile any inconsistency
in the Plan or in any option granted under the Plan in the manner and to the
extent that the Committee deems desirable to carry the Plan or any option into
effect. Any action taken or determination made by the Committee pursuant to this
and the other paragraphs of the Plan shall be conclusive on all parties. The act
or determination of a majority of the Committee shall be deemed to be the act or
determination of the Committee.
4. AMENDMENT AND DISCONTINUANCE OF THE PLAN. The Board of Directors of
the Company may amend, suspend or terminate the Plan; provided, further,
however, that no amendment, suspension or termination of the Plan may, without
the consent of the holder of an option, terminate such option or adversely
affect such person's rights in any material respect. The Board of Directors of
the Company may increase the aggregate number of shares of Common Stock that may
be issued under the Plan.
5. GRANTING OF OPTIONS TO EMPLOYEES. The Committee shall have authority
to grant, prior to the expiration date of the Plan, to employees of the Company
and its subsidiaries (as defined in section 424 of the Internal Revenue Code of
1986, as amended) ("EMPLOYEE OPTIONEES"), options to purchase, on the terms and
conditions hereinafter set forth in Article II, authorized but unissued, or
reacquired, shares of Common Stock, in such amounts and at such times as
determined in the discretion of the Committee.
6. OPTION AGREEMENTS. Each option under the Plan shall be evidenced by
a written agreement between the Company and the Eligible Optionee which shall
contain such terms and conditions, and may be exercisable for such periods, as
may be approved by the Committee, which terms and conditions need not be
identical.
7. EFFECTIVE DATE. The Plan shall become effective as of October 1,
1998. Except with respect to options then outstanding, if not sooner terminated
under the provisions of Article I, Paragraph 4, the Plan shall terminate upon
and no further options shall be granted after the expiration of ten years from
October 1, 1998.
8. MISCELLANEOUS. All references in the Plan to "Articles,"
"Paragraphs," and other subdivisions refer to the corresponding Articles,
Paragraphs, and subdivisions of the Plan.
9. CHANGE IN CONTROL. The following provisions shall apply only in
connection with a Change in Control or Potential Change in Control.
(a) Notwithstanding any provision of the Plan to the contrary
other than Article I, Paragraph 10, in the event of an occurrence of a
Change in Control, all options granted pursuant to this Plan shall
become fully vested and exercisable.
(b) Notwithstanding any provision of the Plan to the contrary,
all outstanding options held by an Employee Optionee shall become fully
vested and exercisable as of the effective date of termination of such
Employee Optionee's employment if (i) such Employee Optionee's
employment is terminated by the Company without Cause prior to a Change
in Control (whether or not a Change in Control ever occurs) and such
termination was at the request or direction of a Person who has entered
into an agreement with the Company the consummation of which would
constitute a Change in Control, (ii) such Employee Optionee terminates
his or her employment for Good Reason prior to a Change in Control
(whether or not a Change in Control ever occurs) and the circumstance
or event which constitutes Good Reason occurs at the request or
direction of the Person described in clause (i), or (iii) such Employee
Optionee's employment is terminated by the Company without Cause or by
the Employee Optionee for Good Reason and such termination or the
circumstance or event which constitutes Good Reason is otherwise in
connection with or in anticipation of a Change in Control (whether or
not a Change in Control ever occurs).
(c) "Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Securities Act of 1934 (the
"EXCHANGE ACT")
(d) "Beneficial Owner" shall have the meaning set forth in
Rule 13d-3 promulgated under the Exchange Act.
(e) "Cause" for termination by the Company of the Employee
Optionee's employment shall mean (i) the willful and continued failure
by the Employee Optionee to substantially perform the Employee
Optionee's duties with the Company (other than any such failure
resulting from the Employee Optionee's incapacity due to physical or
mental illness or any such actual or anticipated failure after the
issuance of a notice of termination for Good Reason by the Employee
Optionee) after a written demand for substantial performance is
delivered to the Employee Optionee by the Committee, which demand
specifically identifies the manner in which the Committee believes that
the Employee Optionee has not substantially performed the Employee
Optionee's duties, or (ii) the willful engaging by the Employee
Optionee in conduct which is demonstrably and materially injurious to
the Company or its subsidiaries, monetarily or otherwise. For purposes
of clauses (i) and (ii) of this definition, (x) no act, or failure to
act, on the Employee Optionee's part shall be deemed "willful" unless
done, or omitted to be done, by the Employee Optionee not in good faith
and without reasonable belief that the Employee Optionee's act, or
failure to act, was in the best interest of the Company and (y) in the
event of a dispute concerning the application of this provision, no
claim by the Company that Cause exists shall be given effect unless the
Company establishes to the Committee by clear and convincing evidence
that Cause exists.
(f) A "Change in Control" shall be deemed to have occurred if
the event set forth in any one of the following paragraphs shall have
occurred:
(1) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person
any securities acquired directly from the Company or its
affiliates) representing 20% or more of the combined voting
power of the Company's then outstanding securities, excluding
any Person who becomes such a Beneficial Owner in connection
with a transaction described in clause (i) of paragraph (3)
below; or
(2) the following individuals cease for any reason to
constitute a majority of the number of directors then serving:
individuals who, on the date hereof, constitute the Board of
Directors of the Company and any new director (other than a
director whose initial assumption of office is in connection
with an actual or threatened election contest relating to the
election of directors of the Company) whose
appointment or election by the Board of Directors of the
Company or nomination for election by the Company's
stockholders was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office who
either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved
or recommended; or
(3) there is consummated a merger or consolidation of
the Company or any direct or indirect subsidiary of the
Company with any other corporation, other than (i) a merger or
consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity or any parent thereof), in combination
with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or
any subsidiary of the Company, at least 65% of the combined
voting power of the securities of the Company or such
surviving entity or any parent thereof outstanding immediately
after such merger or consolidation, or (ii) a merger or
consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities
Beneficially Owned by such Person any securities acquired
directly from the Company or its Affiliates other than in
connection with the acquisition by the Company or its
Affiliates of a business) representing 20% or more of the
combined voting power of the Company's then outstanding
securities; or
(4) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets,
other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity, at
least 65% of the combined voting power of the voting
securities of which are owned by stockholders of the Company
in substantially the same proportions as their ownership of
the Company immediately prior to such sale.
Notwithstanding the foregoing, a "Change in Control" shall not
be deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately following
which the record holders of the common stock of the Company immediately
prior to such transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity which owns
all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.
(g) "Committee" shall mean (i) the individuals (not fewer than
three in number) who, on the date six months before a Change in
Control, constitute the Compensation Committee of the Board of
Directors of the Company, plus (ii) in the event that fewer than three
individuals are available from the group specified in clause (i) above
for any reason, such individuals as may be appointed by the individual
or individuals so available (including for this purpose any individual
or individuals previously so appointed under this clause (ii));
provided, however, that the maximum number of individuals constituting
the Committee shall not exceed six (6).
(h) "Good Reason" for termination by the Employee Optionee of
the Employee Optionee's employment shall mean the occurrence (without
the Employee Optionee's express written consent) after any Change in
Control, or prior to a Change in Control under the circumstances
described in clauses (ii) and (iii) of Article I, Paragraph 9(b) hereof
(treating all references in paragraphs (1) through (7) below to a
"Change in Control" as references to a "Potential Change in Control"),
of any one of the following acts by the Company, or failures by the
Company to act, unless, in the case of any act or failure to act
described in paragraph (1), (5), (6) or (7) below, such act or failure
to act is corrected prior to the effective date of the Employee
Optionee's termination for Good Reason;
(1) the assignment to the Employee Optionee of any duties
inconsistent with the status of the Employee Optionee's position with
the Company or a substantial adverse alteration in the nature or status
of the Employee Optionee's responsibilities from those in effect
immediately prior to the Change in Control;
(2) a reduction by the Company in the Employee Optionee's
annual base salary as in effect on the date hereof or as the same may
be increased from time to time except for across-the-board salary
reductions similarly affecting all individuals having a similar level
of authority and responsibility with the Company and all individuals
having a similar level of authority and responsibility with any Person
in control of the Company;
(3) the relocation of the Employee Optionee's principal place
of employment to a location more than 50 miles from the Employee
Optionee's principal place of employment immediately prior to the
Change in Control or the Company's requiring the Employee Optionee to
be based anywhere other than such principal place of employment (or
permitted relocation thereof) except for required travel on the
Company's business to an extent substantially consistent with the
Employee Optionee's present business travel obligations;
(4) the failure by the Company to pay to the Employee Optionee
any portion of the Employee Optionee's current compensation except
pursuant to an across-the-board compensation deferral similarly
affecting all individuals having a similar level of authority and
responsibility with the Company and all individuals having a similar
level of authority and responsibility with any Person in control of the
Company, or to pay to the Employee Optionee any portion of an
installment of deferred compensation under any deferred compensation
program of the Company, within seven (7) days of the date such
compensation is due;
(5) the failure by the Company to continue in effect any
compensation plan in which the Employee Optionee participates
immediately prior to the Change in Control which is material to the
Employee Optionee's total compensation, unless an equitable arrangement
(embodied in an ongoing substitute or alternative plan) has been made
with respect to such plan, or the failure by the Company to continue
the Employee Optionee's participation therein (or in such substitute or
alternative plan) on a basis not materially less favorable, both in
terms of the amount or timing of payment of benefits provided and the
level of the Employee Optionee's participation relative to other
participants, as existed immediately prior to the Change in Control;
(6) the failure by the Company to continue to provide the
Employee Optionee with benefits substantially similar to those enjoyed
by the Employee Optionee under any of the Company's pension, savings,
life insurance, medical, health and accident, or disability plans in
which the Employee Optionee was participating immediately prior to the
Change in Control (except for across-the-board changes similarly
affecting all individuals having a similar level of authority and
responsibility with the Company and all individuals having a similar
level of authority and responsibility with any Person in control of the
Company), the taking of any other action by the Company which would
directly or indirectly materially reduce any of such benefits or
deprive the Employee Optionee of any material fringe benefit or
perquisite enjoyed by the Employee Optionee at the time of the Change
in Control, or the failure by the Company to provide the Employee
Optionee with the number of paid vacation days to which the Employee
Optionee is entitled on the basis of years of service with the Company
in accordance with the Company's normal vacation policy in effect at
the time of the Change in Control; or
(7) if the Employee Optionee is party to an individual
employment, severance, or similar agreement with the Company, any
purported termination of the Employee Optionee's employment which is
not effected pursuant to the notice of termination or other procedures
specified therein satisfying the requirements thereof; for purposes of
this Plan, no such purported termination shall be effective.
The Employee Optionee's right to terminate the Employee Optionee's
employment for Good Reason shall not be affected by the Employee Optionee's
incapacity due to physical or mental illness. The Employee Optionee's continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any act or failure to act constituting Good Reason hereunder.
For purposes of any determination regarding the existence of Good
Reason, any claim by the Employee Optionee that Good Reason exists shall be
presumed to be correct unless the Company establishes to the Committee by clear
and convincing evidence that Good Reason does not exist.
(i) "Person" shall have the meaning given in Section 3(a)(9)
of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) the Company or any
of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its
Affiliates, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the
Company.
(j) A "Potential Change in Control" shall be deemed to have
occurred if the event set forth in any one of the following paragraphs
shall have occurred:
(1) the Company enters into an agreement, the
consummation of which would result in the occurrence of a
Change in Control;
(2) the Company or any Person publicly announces an
intention to take or to consider taking actions which, if
consummated, would constitute a Change in Control;
(3) any Person becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing 15%
or more of either the then outstanding shares of common stock
of the Company or the combined voting power of the Company's
then outstanding securities (not including in the securities
Beneficially Owned by such Person any securities acquired
directly from the Company or its affiliates); or
(4) the Board of Directors of the Company adopts a
resolution to the effect that, for purposes of this Plan, a
Potential Change in Control has occurred.
10. SPECIAL ACCOUNTING PROVISION. In the event that the Company is
party to a transaction which is otherwise intended to qualify for "pooling of
interests" accounting treatment then (a) the provisions of the Plan shall, to
the extent practicable, be interpreted so as to permit such accounting
treatment, and (b) to the extent that the application of clause (a) of this
sentence does not preserve the availability of such accounting treatment, then,
to the extent that any of the provisions of the Plan disqualifies the
transaction as a "pooling" transaction, the Board of Directors of the Company
may amend any provisions of the Plan, amend the provisions of any outstanding
option and/or declare any of the provisions of the Plan or the entire Plan as
well as any outstanding options null and void if and to the extent necessary
(including declaring such provision or provisions to be null and void as of the
date hereof) so that such transaction may be accounted for as a "pooling of
interests." All determinations with respect to this paragraph shall be made by
the Company, based upon the advice of the accounting firm whose opinion with
respect to "pooling of interests" is required as a condition to the consummation
of such transaction.
ARTICLE II
NONQUALIFIED STOCK OPTIONS
1. ELIGIBLE EMPLOYEES. All Employee Optionees shall be eligible to
receive nonqualified options under this Article II.
2. CALCULATION OF EXERCISE PRICE. The exercise price to be paid for
each share of Common Stock deliverable upon exercise of each nonqualified option
granted under this Article II shall be equal to the fair market value per share
of Common Stock at the time of grant as determined by the Committee, based on
the composite transactions in the Common Stock as reported by The Wall Street
Journal, and shall be equal to the per share price of the last sale of Common
Stock on the trading day prior to the grant of such option. The exercise price
for each nonqualified option granted under this Article II shall be subject to
adjustment as provided in this Article II, Paragraph 3(e).
3. TERMS AND CONDITIONS OF OPTIONS. Nonqualified options granted under
this Article II shall be in such form as the Committee may from time to time
approve. Options granted under this Article II shall be subject to the following
terms and conditions and may contain such additional terms and conditions, not
inconsistent with this Article II, as the Committee shall deem desirable:
(a) OPTION PERIOD AND CONDITIONS AND LIMITATIONS ON EXERCISE.
Subject to this Article II, Paragraph 3, no nonqualified option granted
under this Article II shall be exercisable with respect to any of the
shares subject to the option later than the date which is ten years
after the date of grant (the "NONQUALIFIED OPTION EXPIRATION DATE"). To
the extent not prohibited by other provisions of the Plan, each
nonqualified option granted under this Article II shall be exercisable
at such time or times as the Committee in its discretion may determine
at or prior to the time such option is granted (unless otherwise
extended by the Committee pursuant to this Article II, Paragraph
3(b)(2)(iii)); provided, however, that unless the Committee determines
otherwise, each nonqualified option granted under this Article II shall
be exercisable from time to time, in whole or in part, at any time
prior to the Nonqualified Option Expiration Date.
(b) TERMINATION OF EMPLOYMENT AND DEATH. For purposes of this
Article II and each nonqualified option granted under this Article II,
an Employee Optionee's employment shall be deemed to have terminated at
the close of business on the day preceding the first date on which he
is no longer for any reason whatsoever (including his death) employed
by the Company or a subsidiary of the Company. An Employee Optionee
shall be considered to be in the employment of the Company or a
subsidiary of the Company as long as he remains an employee of the
Company or a subsidiary of the Company, whether active or on an
authorized leave of absence. Any question as to whether and when there
has been a termination of such employment, and the cause of such
termination, shall be determined by the Committee and its determination
shall be final. Unless otherwise determined by the Committee, if an
Employee Optionee's employment is terminated for any reason whatsoever
(including his death), each nonqualified option granted to him under
this Article II and all of his rights thereunder shall wholly and
completely terminate:
(1) With respect to options not then exercisable, at
the time the Employee Optionee's employment is terminated; and
(2) With respect to options then exercisable:
(i) At the time the Employee Optionee's
employment is terminated if his employment is
terminated because he is discharged for fraud, theft
or embezzlement committed against the Company or a
subsidiary, affiliated entity or customer of the
Company, or for conflict of interest (other than
legitimate competition), if such termination of
employment occurs prior to a Change in Control or
after the second anniversary of a Change in Control,
and thirty days following such termination of
employment if such termination occurs within two
years following a Change in Control (in each case, as
such term is defined in Article I, Paragraph 9
hereof) (but in no event later than the Nonqualified
Option Expiration Date); or
(ii) At the expiration of a period of one
year after the Employee Optionee's death (but in no
event later than the Nonqualified Option Expiration
Date) if the Employee Optionee's employment is
terminated by reason of his death. A nonqualified
option granted under this Article II may be exercised
by the Employee Optionee's estate or by the person or
persons who acquire the right to exercise his option
by bequest or inheritance with respect to any or all
of the shares remaining subject to his option at the
time of his death; or
(iii) Unless it is otherwise provided in the
option agreement or otherwise extended in the
discretion of the Committee in the event of the
Employee Optionee's retirement, at the expiration of
a period of three years after the Employee Optionee's
employment is terminated because of retirement or
disability (but in no event later than the
Nonqualified Option Expiration Date); or
(iv) At the expiration of a period of three
months after the Employee Optionee's employment is
terminated (but in no event later than the
Nonqualified Option Expiration Date) if the Employee
Optionee's employment is terminated for any reason
other than his death, retirement, disability or the
reasons specified in this Article II, Paragraph
3(b)(2)(i).
(c) MANNER OF EXERCISE. In order to exercise a nonqualified
option granted under this Article II, the person or persons entitled to
exercise it shall deliver to the Company payment in full for the shares
being purchased, together with any required withholding tax. The
payment of the exercise price for each option granted under this
Article II and any required withholding tax shall either be in cash or
through delivery to the Company of shares of Common Stock, or by any
combination of cash or shares; the value of each share of Common Stock
delivered shall be deemed to be equal to the per share price of the
last sale of Common Stock on the trading day prior to the date the
option is exercised, based on the composite transactions in the Common
Stock as reported in The Wall Street Journal. If the Committee so
requires, such person or persons shall also deliver a written
representation that all shares being purchased are being acquired for
investment and not with a view to, or for resale in connection with,
any distribution of such shares. An option agreement may, in the
discretion of the Committee, provide for a "cashless exercise" of a
nonqualified option by establishing procedures whereby the Employee
Optionee, by a properly executed written notice, directs (1) an
immediate market sale or margin loan respecting all or a part of the
shares of Common Stock to which he is entitled upon
exercise pursuant to an extension of credit by the Company to the
Employee Optionee of the option price, (2) the delivery of the shares
of Common Stock from the Company directly to a brokerage firm and (3)
the delivery of the option price from sale or margin loan proceeds from
the brokerage firm directly to the Company. An option agreement may
also, in the discretion of the Committee, provide for the withholding
of Federal, state or local income tax upon exercise of a nonqualified
option from any cash or stock remuneration (from the Plan or otherwise)
then or thereafter payable by the Company to the Employee Optionee.
(d) OPTIONS NOT TRANSFERABLE. No nonqualified option granted
under this Article II shall be transferable otherwise than by will or
by the laws of descent and distribution and, during the lifetime of the
Employee Optionee to whom any such option is granted, it shall be
exercisable only by the Employee Optionee. Any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of, or to subject to
execution, attachment or similar process, any nonqualified option
granted under this Article II, or any right thereunder, contrary to the
provisions hereof, shall be void and ineffective, shall give no right
to the purported transferee, and shall, at the sole discretion of the
Committee, result in forfeiture of the option with respect to the
shares involved in such attempt.
(e) ADJUSTMENT OF SHARES. In the event that at any time after
the effective date of the Plan the outstanding shares of Common Stock
are changed into or exchanged for a different number or kind of shares
of the Company or other securities of the Company by reason of merger,
consolidation, recapitalization, reclassification, stock split, stock
dividend, or combination of shares, the Committee shall make an
appropriate and equitable adjustment in the number and kind of shares
subject to this Article II (including shares as to which all
outstanding nonqualified options granted under this Article II, or
portions thereof then unexercised, shall be exercisable), to the end
that after such event the shares subject to this Article II of the Plan
and each Employee Optionee's proportionate interest shall be maintained
as before the occurrence of such event. Such adjustment in an
outstanding nonqualified option granted under this Article II shall be
made without change in the total price applicable to the option or the
unexercised portion of the option (except for any change in the
aggregate price resulting from rounding-off of share quantities or
prices) and with any necessary corresponding adjustment in exercise
price per share. Any such adjustment made by the Committee shall be
final and binding upon all Employee Optionees, the Company, and all
other interested persons.
(f) LISTING AND REGISTRATION OF SHARES. Each nonqualified
option granted under this Article II shall be subject to the
requirement that if at any time the Committee determines, in its
discretion, that the listing, registration, or qualification of the
shares subject to such option under any securities exchange or under
any state or Federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable is a condition
of, or in connection with, the issue or purchase of shares hereunder,
such option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have
been effected or obtained and the same shall have been free of any
conditions not acceptable to the Committee.
(g) CERTAIN REGRANTS/REPRICING IS NOT PERMITTED. Once granted,
no option may be repriced or exchanged for an option having a lower
exercise price.
4. AMENDMENT. The Committee may, with the consent of the person or
persons entitled to exercise any outstanding nonqualified option granted under
this Article II, amend such nonqualified option. The Committee may at any time
or from time to time, in its discretion, in the case of any nonqualified option
previously granted under this Article II which is not then immediately
exercisable in full, accelerate the time or times at which such option may be
exercised to any earlier time or times.
5. OTHER PROVISIONS.
(a) The person or persons entitled to exercise, or who have
exercised, a nonqualified option granted under this Article II shall
not be entitled to any rights as a stockholder of the Company with
respect to any shares subject to such option until he shall have become
the holder of record of such shares.
(b) No nonqualified option granted under this Article II shall
be construed as limiting any right which the Company or any subsidiary
of the Company may have to terminate at any time, with or without
cause, the employment of any person to whom such option has been
granted.
(c) Notwithstanding any provision of the Plan or the terms of
any nonqualified option granted under this Article II, the Company
shall not be required to issue any shares hereunder if such issuance
would, in the judgment of the Committee, constitute a violation of any
state or Federal law or of the rules or regulations of any governmental
regulatory body.
AMENDMENT NO. 1999-1 TO THE
1998 EMPLOYEE STOCK OPTION PLAN
This Amendment No. 1999-1 is made to the Baker Hughes Incorporated 1998
Employee Stock Option Plan ("the Plan"). Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Plan.
WHEREAS, Baker Hughes Incorporated (the "Company") has determined that
it is in its best interest and that of its stockholders to amend the Plan as set
forth herein;
NOW, THEREFORE, the Plan is amended as follows:
1. Article I, Paragraphs 9(a), (b) and (f) of the Plan are amended in
their entirety to read as follows:
"9. Change in Control.
(a) Notwithstanding any provision of the Plan to the contrary other
than Article I, Paragraph 10, in the event of an occurrence of a Change in
Control other than an event described only in clause (3) of Article I, Paragraph
9(f) of the Plan, all options granted pursuant to this Plan shall become fully
vested and exercisable.
(b) Notwithstanding any provision of the Plan to the contrary, all
outstanding options held by an Employee Optionee shall become fully vested and
exercisable as of the effective date of termination of such Employee Optionee's
employment if (i) such Employee Optionee's employment is terminated by the
Company without Cause prior to a Change in Control (whether or not a Change in
Control ever occurs) and such termination was at the request or direction of a
Person who has entered into an agreement with the Company the consummation of
which would constitute a Change in Control, (ii) such Employee Optionee
terminates his or her employment for Good Reason prior to a Change in Control
(whether or not a Change in Control ever occurs) and the circumstance or event
which constitutes Good Reason occurs at the request or direction of the Person
described in clause (i), (iii) such Employee Optionee's employment is terminated
by the Company without Cause or by the Employee Optionee for Good Reason and
such termination or the circumstance or event which constitutes Good Reason is
otherwise in connection with or in anticipation of a Change in Control (whether
or not a Change in Control ever occurs) or (iv) such Employee Optionee's
employment is terminated by the Company without Cause or by the Employee
Optionee for Good Reason, in either case within 2 years following the occurrence
of a Change in Control described in clause (3) of Article I, Paragraph 9(f) of
the Plan.
(f) A "Change in Control" shall be deemed to have occurred if the event
set forth in any one of the following paragraphs shall have occurred:
(1) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities acquired
directly from the Company or its affiliates) representing 20% or more
of the combined voting power of the Company's then outstanding
securities, excluding any Person who becomes such a Beneficial Owner in
connection with a transaction described in clause (i) of paragraph (3)
below; or
(2) the following individuals cease for any reason to
constitute a majority of the number of directors then serving:
individuals who, on the date hereof, constitute the Board of Directors
of the Company and any new director (other than a director whose
initial assumption of office is in connection with an actual or
threatened election contest relating to the election of directors of
the Company) whose appointment or election by the Board of Directors of
the Company or nomination for election by the Company's stockholders
was approved or recommended by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors on the
date hereof or whose appointment, election or nomination for election
was previously so approved or recommended; or
(3) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any
other corporation, other than (i) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either
by remaining outstanding or by being converted into voting securities
of the
surviving entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary of the Company,
at least 65% of the combined voting power of the securities of the
Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (ii) a merger or
consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
(not including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates other
than in connection with the acquisition by the Company or its
Affiliates of a business) representing 20% or more of the combined
voting power of the Company's then outstanding securities; or
(4) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any
other corporation, other than a merger or consolidation immediately
following which the individuals who comprise the Board immediately
prior thereto constitute at least a majority of the board of directors
of the Company, the entity surviving such merger or any parent thereof
(or a majority plus one member where such board comprises an odd number
of members); or
(5) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the Company's
assets to an entity, at least 65% of the combined voting power of the
voting securities of which are owned by stockholders of the Company in
substantially the same proportions as their ownership of the Company
immediately prior to such sale.
Notwithstanding the foregoing, a "Change in Control" shall not
be deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately following
which the record holders of the common stock of the Company immediately
prior to such transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity which owns
all or substantially all of the assets of the Company immediately
following such transaction or series of transactions."
2. Article II, Paragraph 3(b)(2)(iv) of the Plan is amended in its
entirety to read as follows:
"At the expiration of a period of three months after the
Employee Optionee's employment is terminated (but in no event later
than the Nonqualified Option Expiration Date) if the Employee
Optionee's employment is terminated for any reason other than his
death, retirement, disability or the reasons specified in this Article
II, Paragraph 3(b)(2)(i), if such termination of employment occurs
prior to a Change in Control or after the second anniversary of a
Change in Control, and two years following such termination of
employment (but in no event later than the Nonqualified Option
Expiration Date) if such termination is either by the Company without
Cause or by the Employee Optionee for Good Reason and, in either case,
occurs within two years following a Change in Control (in each case, as
such term is defined in Article I, Paragraph 9 hereof)."
The effective date of this Amendment No. 1999-1 shall be January 27,
1999; provided, however, that, in the event that (A) the Company is party to a
transaction which is otherwise intended to qualify for "pooling of interests"
accounting treatment, (B) such transaction constitutes a Change in Control
within the meaning of the Plan and (C) individuals who satisfy the requirements
in clauses (i) and (ii) below constitute at least two-thirds (2/3) of the number
of directors of the entity surviving such transaction or any parent thereof:
individuals who (i) immediately prior to such transaction constitute the Board
of Directors of the Company and (ii) on the date hereof constitute the Board of
Directors of the Company and any new director (other than a director whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of directors of the Company) whose
appointment or election by the Board of Directors of the Company or nomination
for election by the Company's stockholders was approved or recommended, by a
vote of at least two-thirds (2/3) of the directors then still in office who
either were directors on the date hereof or whose appointment, election or
nomination for election was previously so approved or recommended then (a) this
Amendment No. 1999-1 shall, to the extent practicable, be interpreted so as to
permit such accounting treatment, and (b) to the extent that the application of
clause (a) of this sentence does not preserve the availability of such
accounting treatment, then, to the extent that any provision or combination of
provisions of this Amendment No. 1999-1 disqualifies the transaction as a
"pooling" transaction (including, if applicable, this entire Amendment No.
1999-1), the Board of Directors of the Company shall amend such provision or
provisions if and to the extent necessary (including declaring such provision or
provisions to be null and void as of the date hereof) so that such transaction
may be accounted for as a
"pooling of interests." All determinations with respect to this paragraph shall
be made by the Company, based upon the advice of the accounting firm whose
opinion with respect to "pooling of interests" is required as a condition to the
consummation of such transaction. Except as herein modified, the Plan shall
remain in full force and effect.
BAKER HUGHES INCORPORATED
By:
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Name: G.S. Finley
Title: Senior Vice President
and Chief Administrative Officer