EXHIBIT 10.6
SECOND AMENDMENT
TO THE
DIAMOND OFFSHORE DRILLING, INC.
DEFERRED COMPENSATION AND
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
THE PLAN IS HEREBY AMENDED EFFECTIVE AS OF JANUARY 1, 2003 AS FOLLOWS:
1. The Plan name is hereby changed to the Diamond Offshore Management
Company Deferred Compensation and Supplemental Executive Retirement
Plan.
2. Paragraph 1 is amended to read as follows:
The purpose of the Diamond Offshore Management Company Deferred
Compensation Plan and Supplemental Executive Retirement Plan ("Plan")
is to provide select management employees of Diamond Offshore
Management Company ("Corporation," and certain of its Subsidiaries and
Affiliates, hereinafter, with the Corporation, collectively referred to
as the "Company") an opportunity, in accordance with the terms and
conditions set forth herein, to defer, on a non-qualified basis,
compensation that otherwise would be payable currently and to provide
supplemental retirement income.
3. Paragraph 3 is amended to read as follows:
The Committee shall have the sole and absolute discretion to select
those employees who shall participate in the Plan ("Participants") and
shall determine the extent to which Participants can defer base salary
or any other form of compensation. The Committee's selection may be by
name, position, salary grade and/or any other designation it deems
appropriate; provided, however, a Participant must be in Salary Grade
12 or higher. A Participant shall continue to participate in the Plan
until the Committee determines otherwise. Notwithstanding the
foregoing, each Participant in the Plan must be a member of "a select
group of management or highly compensated employees", as provided in
Section 201(2), 301(a)(3), and 401(a)(1) or ERISA.
4. Paragraph 5 is amended by adding the following to the end of
Paragraph 5:
Notwithstanding the above, a Participant will not be entitled to a
benefit under Section (b) of this Paragraph 5 unless the Participant
has elected the maximum elective deferral contribution otherwise
available to the Participant for a plan year under the 401(k) Plan.
5. Paragraph 8(e) is amended to read as follows:
Notwithstanding anything in Paragraph 4 or elsewhere in the Plan to the
contrary, a Participant may not make separate payment elections with
respect to each separate year's deferrals to his or her Deferred
Compensation Account. A Participant's payment election made in his or
her initial deferral shall control the form of payment for all
subsequent years' deferrals unless and until the Participant
specifically changes his or her payment election in the manner provided
by the Committee; provided, however, no change in an elected payment
form may become effective until at least one full calendar year
following the date of the election change.
6. Paragraph 8 is further amended by adding a new subparagraph (f) thereto
to read as follows:
(f) Notwithstanding a Participant's payment election to the
contrary, the Corporation, in it sole discretion, may at any
time or times accelerate and pay in a lump sum all or any part
of a Participant's Deferred Compensation Account for any
reason, including, without limitation, a determination that
the installment amounts are below a certain threshold level
established by the Committee, the termination of the Plan or
upon a change of control of the Corporation.
7. Paragraph 10 is amended to read as follows:
The Corporation, in its sole and absolute discretion, at any time may
amend, suspend or terminate the Plan or any portion thereof in any
manner and to any extent; provided, however, that amendments to the
Plan which do not have a significant cost impact on the Corporation may
be made by the President of the Corporation. No such amendment,
suspension or termination shall alter or impair the rights of a
Participant with respect to then Deferred Amounts.
Except as amended hereby, the Plan shall continue without change or
interruption.