EXHIBIT 10.6
OIL STATES INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN
EFFECTIVE: NOVEMBER 1, 2003
TABLE OF CONTENTS
ARTICLE PAGE
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I - Definitions and Construction I-1
II - Participation II-1
III - Account Credits and Allocations of Income or Loss II-1
IV - Deemed Investment of Funds IV-1
V - Vested Interests V-1
VI - In-Service Distributions VI-1
VII - Termination Benefits VII-1
VIII - Administration of the Plan VIII-1
IX - Administration of Funds IX-1
X - Nature of the Plan X-1
XI - Miscellaneous XI-1
(i)
OIL STATES INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN
W I T N E S S E T H :
WHEREAS, OIL STATES INTERNATIONAL, INC. (the "Company") has adopted the
OIL STATES INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN, hereinafter referred
to as the "PLAN," to provide its directors and certain of its employees with the
ability to electively defer, on a before-tax basis, compensation until the
termination of their employment relationship with the Company and its
Subsidiaries; and
WHEREAS, the Plan provides that it may be amended by the Committee;
NOW, THEREFORE, the Committee hereby amends the Plan, as set forth
herein, effective November 1, 2003.
(ii)
I.
DEFINITIONS AND CONSTRUCTION
1.1 DEFINITIONS. Where the following words and phrases appear in
the Plan, they shall have the respective meanings set forth below, unless their
context clearly indicates to the contrary.
(1) ACCOUNT(s): A Member's Company Account and/or Deferral Account,
including the amounts credited thereto.
(2) ANNUAL RETAINER: The annual retainer payable in cash by the Company to
a member of its Board.
(3) BASE SALARY: The base rate of pay payable in cash by the Company to or
for the benefit of a Member who is an employee of the Company for
services rendered while a Member.
(4) CHANGE OF CONTROL: A "change of control" within the meaning of such
term as defined in The 2001 Equity Participation Plan of Oil States
International, Inc.
(5) CODE: The Internal Revenue Code of 1986, as amended.
(6) COMMITTEE: The administrative committee appointed by the Compensation
Committee to administer the Plan.
(7) COMMITTEE FEES: The cash fees payable to a Director for attending
regular or special meetings of a committee of the Board of Directors of
Oil States International, Inc.
(8) COMPANY: Oil States International, Inc. and any Subsidiary which adopts
the Plan pursuant to the provisions of Section 2.3.
(9) COMPANY ACCOUNT: An individual account for each Member who is an
employee to which is credited with the Company Deferrals made on his
behalf pursuant to Section 3.2 and which is credited (or debited) for
such account's allocation of net income (or net loss) as provided in
Section 3.3.
(10) COMPANY DEFERRALS: Deferrals made by the Company on a Member's behalf
pursuant to Section 3.2.
(11) COMPANY'S 401(k) PLAN: The Oil States International, Inc. Retirement
Plan.
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(12) COMPENSATION: A Member's aggregate employee compensation or aggregate
director fees from the Company, as applicable.
(13) COMPENSATION COMMITTEE: The Compensation Committee of the Board of
Directors of Oil States International, Inc.
(14) DEFERRAL ACCOUNT: An individual account for each Member to which is
credited his Compensation deferrals pursuant to Section 3.1 and which
is credited (or debited) for such account's allocation of net income
(or net loss) as provided in Section 3.3.
(15) DIRECTOR: A member of the Board of Directors of Oil States
International, Inc. who is not an employee of the Company or a
Subsidiary.
(16) ELECTION DATE: The first day of each Plan Year; provided, however, with
respect to an individual who first becomes eligible to participate in
the Plan after the beginning of a Plan Year, his Election Date shall be
the 30th day following the date he is notified that he first became
eligible or such shorter period as may be established by the Committee.
(17) FUNDS: The investment funds designated from time to time for the deemed
investment of Accounts pursuant to Article IV.
(18) INCENTIVE PAY: Bonuses and other forms of incentive payments as
determined from time to time by the Compensation Committee, that are
payable in cash by the Company to or for the benefit of a Member for
services rendered while a Member.
(19) MEMBER: Each individual who has become a Member pursuant to Article II.
(20) PLAN: The Oil States International, Inc. Deferred Compensation Plan, as
amended from time to time.
(21) PLAN YEAR: The calendar year.
(22) SUBSIDIARY: Any corporation that is a "subsidiary corporation" of the
Company within the meaning of section 424(f) of the Code and any other
entity that would be such a "subsidiary corporation" if the entity were
a corporation.
(23) TRUST: The trust or agency relationship, if any, established under the
Trust Agreement.
(24) TRUST AGREEMENT: The trust or agency agreement, if any, entered into
between the Company and the Trustee pursuant to Article X.
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(25) TRUST FUND: The funds and properties, if any, held pursuant to the
provisions of the Trust Agreement, together with all income, profits
and increments thereto.
(26) TRUSTEE: The trustee(s) or agent(s), as the case may be, qualified and
acting under the Trust Agreement at any time.
(27) UNFORESEEABLE FINANCIAL EMERGENCY: An unexpected need of a Member for
cash that (i) arises from a sudden and unexpected illness or accident
of the Member or of a dependent of a Member, loss of the Member's
property due to casualty, or similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of such
Member and (ii) would result in severe financial hardship to such
Member if his Compensation deferral election was not canceled pursuant
to Section 3.1(c) and/or if a benefit payment pursuant to Section 6.1
was not permitted. Cash needs arising from foreseeable events, such as
the purchase of a house or education expenses for children, shall not
be considered to be the result of an Unforeseeable Financial Emergency.
Further, cash needs which may be relieved (a) through reimbursement or
compensation by insurance or otherwise, or (b) by liquidation of the
Member's assets, to the extent the liquidation of such assets would not
itself cause severe financial hardship, or (c) by cessation of
deferrals under the Plan shall not be considered to be Unforeseeable
Financial Emergencies.
(28) VALUATION DATES: Each business day on which the principal securities
markets are open. For purposes of effecting all Plan transactions,
e.g., withdrawals, distributions and investment fund changes, the
Valuation Date for any such transaction shall be the date on which the
assets of the Trust Fund allocated to the affected Account are debited
or credited, as the case may be. If there is no Trust Fund, the
applicable Valuation Date shall be the date determined by the
Committee.
1.2 NUMBER AND GENDER. Wherever appropriate herein, words used in
the singular shall be considered to include the plural and words used in the
plural shall be considered to include the singular. The masculine gender, where
appearing in the Plan, shall be deemed to include the feminine gender.
1.3 HEADINGS. The headings of Articles and Sections herein are
included solely for convenience, and if there is any conflict between such
headings and the text of the Plan, the text shall control. The terms "Trust",
"Trustee", and "Trust Agreement" shall not be controlling as to the status of a
relationship or agreement being an agency or trust arrangement. Such terms are
used herein for descriptive convenience only.
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II.
PARTICIPATION
2.1 PARTICIPATION. Prior to each Election Date, the Committee, in
its sole discretion, shall select and notify those management or highly
compensated employees of the Company who shall be eligible to become Members as
of such Election Date. However, only employees who are members of a "select
group of management or highly compensated employees," within the meaning of
Section 201 of ERISA, shall be eligible to participate. Each Director shall
automatically be eligible to become a Member and shall be so notified by the
Committee prior to the Election Date. Each such eligible person may become a
Member on such Election Date by executing and filing with the Committee, prior
to such Election Date, the Compensation deferral election form prescribed by the
Committee for the Plan. Subject to the above ERISA requirements and the
provisions of Section 2.2, a Member shall remain eligible to defer Compensation
hereunder and receive an allocation of Company Deferrals, if any, for each Plan
Year following his initial year of participation in the Plan.
2.2 CESSATION OF ACTIVE PARTICIPATION. Notwithstanding any
provision herein to the contrary, an individual who has become a Member of the
Plan, other than a Director, shall cease to be entitled to defer Compensation
hereunder or receive an allocation of Company Deferrals, if any, effective as of
any date designated by the Committee. Any such Committee action shall be
communicated to the affected individual prior to the effective date of such
action. Such an individual may again become entitled to defer Compensation
hereunder and receive an allocation of Company Deferrals, if any, beginning on
any subsequent Election Date selected by the Committee in its sole discretion.
2.3 ADOPTING SUBSIDIARIES. It is contemplated that Subsidiaries of
the Company may adopt this Plan. Any Subsidiary, whether or not presently
existing, may become a party hereto by appropriate action of its officers and
the approval of the Committee, but without the need for approval of its board of
directors or of the Compensation Committee. The provisions of the Plan shall
apply equally to each Company and its employees in the same manner as is
expressly provided for Oil States International, Inc. and its employees, except
that the power to appoint or otherwise affect the Committee and the Trustee and
the power to amend or terminate the Plan or amend the Trust Agreement shall be
exercised by the Compensation Committee or Committee alone. Transfer of
employment among Companies and Subsidiaries shall not be considered a
termination of employment hereunder. Any Company may, by appropriate action of
its officers without the need for approval of its board of directors or the
Committee or the Compensation Committee, terminate its participation in the
Plan. Moreover, the Committee may, in its discretion, terminate a Company's
(other than Oil States International's) Plan participation at any time.
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III.
ACCOUNT CREDITS AND ALLOCATIONS OF INCOME OR LOSS
3.1 MEMBER DEFERRALS.
(a) For any Plan Year (or applicable part thereof) a
Member may elect to defer any dollar amount (if an employee of the Company) or
an integral percentage, applied separately and respectively to each category of
Compensation as hereinafter specified, from 1% to 100% of his (i) Base Salary,
(ii) Incentive Pay, (iii) Annual Retainer and/or (iv) Committee Fees, as
applicable, less any required withholding taxes and payroll deductions elected
by the individual. Compensation for a Plan Year not so deferred by such election
shall be received by such Member in cash. If approved by the Committee, a
deferral election may provide for different levels of deferrals to be made at
different times during the year, or upon the occurrence of a specified date or
event during the year, "stair-stepped" elections, and different elections for
different forms of compensation. A Member's election to defer an amount of his
Compensation pursuant to this Section shall be made by executing a Compensation
deferral election form pursuant to which the Member authorizes the Company to
reduce his Compensation in the elected amount and the Company, in consideration
thereof, agrees to credit an equal amount to such Member's Deferral Account
maintained under the Plan. Compensation deferrals made by a Member shall be
credited to such Member's Deferral Account as of a date determined in accordance
with procedures established from time to time by the Committee; provided,
however, that such deferrals shall be credited to the Member's Deferral Account
no later than 30 days after the date upon which the Compensation deferred would
have been received by such Member in cash if he had not elected to defer such
amount pursuant to this Section 3.1. The reduction in a Member's Compensation
for a Plan Year pursuant to his Compensation deferral election shall be effected
by Compensation reductions within such Plan Year (or with respect to Incentive
Pay for a Plan Year, the date it is scheduled to be paid even if after the close
of such Plan Year) following the effective date of such election.
(b) A Member's Compensation deferral election shall
become effective as of the Election Date which is on or after the election is
executed by the Member and filed with the Company. Except as provided below, a
Member's Compensation deferral election shall remain in force and effect for the
Plan Year which contains such Election Date and for all subsequent Plan Years
until changed by the Member by executing an election filed with the Company.
(c) In the event that the Committee, upon written
petition of a Member, determines in its sole discretion that such Member has
suffered an Unforeseeable Financial Emergency or that such Member will, absent
termination of such Member's Compensation deferral election then in effect,
suffer an Unforeseeable Financial Emergency, then such Member's Compensation
deferral then in effect, if any, shall be terminated with respect to future
Compensation
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as soon as administratively practicable after such determination. A Member whose
Compensation deferral election has been so terminated may again elect to defer a
portion of his Compensation, effective as of any subsequent Election Date that
is at least twelve months after the effective date of such termination, by
executing and delivering to the Company a new Compensation deferral election
prior to such Election Date.
(d) Notwithstanding anything in this Plan to the
contrary, a Member who is an employee of the Employer must irrevocably elect, at
the time of making a deferral under this Plan for a Plan Year, either (i) to
have transferred to the Company's 401(k) Plan from his deferrals for such Plan
Year (but only from deferrals that the Member could have deferred directly to
the Company's 401(k) Plan) an amount equal to the lesser of (a) the maximum
amount that such Member could contribute to the Company's 401(k) Plan that Plan
Year as elective deferrals, subject to the limitations of Sections 401(k),
401(m), 402(g) and 415 of the Code and the terms of the Company's 401(k) Plan,
less any elective deferral contributions already made to the Company's 401(k)
Plan that Plan Year by the Member, or (b) the Member's deferrals under this Plan
for that Plan Year (but in either case without earnings, gains or losses
allocable thereto under this Plan) (the "401(k) Amount") or (ii) to have such
401(k) Amount returned to the Member in cash. Such transfer or return of the
401(k) Amount, as the case may be, shall be made within 2-1/2 months of the end
of the Plan Year or, if earlier, the Member's termination of employment. If a
Member fails to make the election required hereunder, he shall be deemed to have
irrevocably elected to transfer the 401(k) Amount to the Company's 401(k) Plan.
The Company shall be bound by a Member's election or deemed election.
3.2 COMPANY DEFERRALS.
(a) As of any date(s) selected by the Committee, the
Company may credit a Member's Company Account with such amount, if any, as the
Company shall determine in its sole discretion, including, without limitation,
matching contributions intended to make the Member "whole" had the Member
participated in the Company's 401(k) Plan and determined without regard to any
limitations on benefits under the Company's 401(k) Plan. Such credits may be
made on behalf of some Members but not others, and such credits may vary in
amount among individual Members.
(b) Any Company matching contributions made under this
Plan with respect to the 401(k) Amount shall automatically be transferred (but
without earnings, gains or losses allocable thereto under this Plan) to the
Company's 401(k) Plan at the same time as the 401(k) Amount is transferred to
the Company's 401(k) Plan; provided, however, in no event shall the rate of such
transferred Company matching contributions exceed the matching rate under the
Company's 401(k) Plan, and the transfer of matching amounts shall be subject to
the terms of the Company's 401(k) Plan, including vesting and the limitations of
Sections 401(m) and 415 of the Code.
III-2
3.3 ALLOCATION OF NET INCOME OR LOSS AND CHANGES IN VALUE AMONG
ACCOUNTS.
(a) As of each Valuation Date, the Committee shall cause
to be determined the net income (or net loss) of each Fund for the period
elapsed since the next preceding Valuation Date. The net income (or net loss) of
each Fund since the next preceding Valuation Date shall be ascertained by the
Committee or its designee in such manner as it deems appropriate, provided that
such determination shall include any net increase or net decrease (whether or
not realized) in the value of the assets of each such Fund since the next
preceding Valuation Date, and may include expenses of administering the Fund,
the Trust and the Plan.
(b) For purposes of allocations of net income (or net
loss), each Member's Accounts (or subaccounts) shall be divided into subaccounts
to reflect such Member's deemed investment designation in a particular Fund or
Funds pursuant to Article IV. As of each Valuation Date, the net income (or net
loss) of each Fund, separately and respectively, shall be allocated among the
corresponding subaccounts of the Members who had such corresponding subaccounts
on the next preceding Valuation Date, and each such corresponding subaccount
shall be credited with (or debited for) that portion of such net income (or net
loss) that the value of each such corresponding subaccount on such next
preceding Valuation Date was of the value of all such corresponding subaccounts
on such date; provided, however, that the value of such subaccounts as of the
next preceding Valuation Date shall be reduced by the amount of any payments
debited thereto in accordance with Section 7.4 since the next preceding
Valuation Date.
(c) So long as there is any balance in any Account, such
Account shall continue to receive allocations pursuant to this Section.
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IV.
DEEMED INVESTMENT OF FUNDS
Each Member shall designate, in accordance with the procedures
established from time to time by the Committee, the manner in which the amounts
allocated to his Accounts shall be deemed to be invested from among the Funds
made available from time to time for such purpose by the Committee. Such Member
may designate one of such Funds for the deemed investment of all the amounts
allocated to his Accounts or he may split the deemed investment of the amounts
allocated to his Accounts between such Funds in such increments as the Committee
may prescribe. If a Member fails to make a proper designation, then his Accounts
shall be deemed to be invested in the Fund or Funds designated by the Committee
from time to time in a uniform and nondiscriminatory manner.
A Member may change his deemed investment designation for future
amounts to be allocated to his Accounts. Any such change shall be made in
accordance with the procedures established by the Committee, and the frequency
of such changes may be limited by the Committee.
A Member may elect to convert his deemed investment designation with
respect to the amounts already allocated to his Accounts. Any such conversion
shall be made in accordance with the procedures established by the Committee,
and the availability and frequency of such conversions may be limited by the
Committee.
Notwithstanding anything herein to the contrary, (i) at any time the
Committee may change the Funds made available for purposes of the Plan,
including "freezing" and deleting current Funds and (ii) if a phantom Company
stock fund is a Fund offered under the Plan, the Committee may impose such
restrictions on investments with respect to such Fund as the Committee deems
appropriate, including, without limitation, limitations on the frequency of
transfers, withdrawals, distributions, and pre-approvals of transactions with
respect to such Fund with the Company's securities compliance officer and in no
event may the 401(k) Amount be invested in the Company stock fund.
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V.
VESTED INTERESTS
5.1 ACCOUNTS. Except as otherwise provided below, a Member shall
have a 100% vested (nonforfeitable) interest in his Accounts at all times.
Any Company matching deferrals made pursuant to Section 3.2(b) shall be
vested in accordance with the vesting schedule as in effect from time to time
under the Company's 401(k) Plan.
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VI.
IN-SERVICE DISTRIBUTIONS
6.1 EMERGENCY BENEFIT. In the event that the Committee, upon
written petition of a Member, determines in its sole discretion that such Member
has suffered an Unforeseeable Financial Emergency, such Member shall be entitled
to a benefit in an amount not to exceed the lesser of (1) the amount determined
by the Committee as necessary to meet such Member's needs created by the
Unforeseeable Financial Emergency, or (2) the then value of such Member's
Accounts (other than amounts invested in the Company stock fund) as of the
applicable Valuation Date. Such benefit shall be paid in a single lump sum, cash
payment as soon as administratively practicable after the Committee has made its
determinations with respect to the availability and amount of such benefit. If a
Member's Accounts are deemed to be invested in more than one Fund, such benefit
shall be distributed pro rata from each Fund in which such Accounts are deemed
to be invested, but excluding the Company stock fund. No emergency withdrawal
shall be permitted from the Company stock fund.
6.2 ELECTIVE WITHDRAWAL. A Member may elect at any time, by
effecting the election procedure prescribed by the Committee, to withdraw as a
benefit all, but not less than all, of the then value of such Member's Accounts
(other than amounts invested in the Company stock fund) as of the applicable
Valuation Date, subject to a withdrawal penalty of 10% of the then value of such
Member's Accounts as of such Valuation Date. Upon any such withdrawal, the
withdrawal penalty shall be forfeited to the Company. Any such withdrawal shall
be paid in a single lump sum, cash payment as soon as administratively
practicable. Upon any such withdrawal, such Member's participation in the Plan
shall terminate and no further deferrals shall be made under the Plan on behalf
of such Member. No elective withdrawal shall be permitted from the Company stock
fund.
6.3 CHANGE OF CONTROL. Plan provisions to the contrary
notwithstanding, if there is a Change of Control, the Committee may, in its sole
discretion, fix a date, on or prior to the effective date of such Change of
Control, as of which the then value of the Members' Accounts may be paid in a
single lump sum payment as soon as administratively practicable.
6.4 RESTRICTION ON IN-SERVICE DISTRIBUTIONS. This Article VI shall
not be applicable to a Member following his termination with the Company and its
Subsidiaries, and the amounts credited to such Member's Accounts shall be
payable to such Member in accordance with the provisions of Article VII.
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VII.
TERMINATION BENEFITS
7.1 AMOUNT OF BENEFIT. Upon a Member's termination with the
Company and all of its Subsidiaries for any reason, or, with respect to a Member
who is a Director, upon such Member ceasing to be a Director, the Member, or, in
the event of the death of the Member, the Member's designated beneficiary, shall
be entitled to a single lump sum payment of the then value of the Member's
Accounts as of the applicable Valuation Date or, if elected by the Member
pursuant to Section 7.5, shall be entitled to receive the value of the Member's
Accounts in installment payments as determined thereunder.
7.2 TIME OF PAYMENT. Payment of a Member's benefit under Section
7.1 shall be made or begin as soon as administratively practicable after the
Valuation Date coincident with or next succeeding the termination date of the
Member. Notwithstanding the foregoing, no distribution shall be made from the
Company stock fund to a Member who would be subject to liability under Section
16(b) of the Securities Exchange Act of 1934, as amended, with respect to such
distribution until such time as the distribution would not result in such
liability.
7.3 DESIGNATION OF BENEFICIARIES.
(a) Each Member shall have the right to designate the
beneficiary or beneficiaries to receive payment of his benefit in the event of
his death. Each such designation shall be made by executing the beneficiary
designation form prescribed by the Committee and filing same with the Committee.
Any such designation may be changed at any time by execution of a new
designation in accordance with this Section.
(b) If no such designation is on file with the Committee
at the time of the death of the Member or such designation is not effective for
any reason as determined by the Committee, then the designated beneficiary or
beneficiaries to receive such benefit shall be as follows:
(1) If a Member leaves a surviving spouse, his
benefit shall be paid to such surviving spouse; and
(2) If a Member leaves no surviving spouse, his
benefit shall be paid to such Member's executor or administrator, or to
his heirs at law if there is no administration of such Member's estate.
7.4 PAYMENT OF BENEFITS. To the extent the Trust Fund has
sufficient assets, the Trustee shall pay benefits to Members or their
beneficiaries, except to the extent the Company pays the
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benefits directly and provides adequate evidence of such payment to the Trustee.
To the extent the Trustee does not or cannot pay benefits out of the Trust Fund,
the benefits shall be paid by the Company. Any benefit payments made to a Member
or for his benefit pursuant to any provision of the Plan shall be debited to
such Member's Accounts. All benefit payments shall be made in cash to the
fullest extent practicable, other than amounts invested in the Company stock
fund which, if paid in a single lump sum payment, shall be distributed in cash
or in kind at the election of the Member.
7.5 FORMS OF BENEFIT PAYMENTS.
(a) All benefits shall be paid in one of the following
forms as elected by the Member:
(i) a single lump sum payment; or
(ii) in annual installment payments (e.g., 1/10,
1/9, etc. of the balance of the Member's Accounts on the installment
payment date) for a term certain not to exceed 10 years (as designated
by the Member) beginning on the first of the month or as soon as
reasonably practicable following his termination with the Company and
on each anniversary of such month. In the event of such Member's death
prior to the end of the designated installment term, any unpaid balance
shall be paid in a lump sum to his designated beneficiary.
(b) A Member may elect, on the form prescribed by the
Committee, one of the above forms of payment. Such election must be made not
later than one year prior to the date such Member terminates. An election shall
apply to all of the Member's Accounts. In the event a Member fails to elect the
form in which his benefit payments are to be made prior to such date, such
benefits shall be paid to such Member in the form of a single lump sum.
(c) With the consent of the Committee, a Member may
change his elected form of benefit payment with respect to all of his Accounts,
provided, that, no such change shall be effective if made within 12 months of
the date such Member's employment terminates. A Member may make no more than 3
such election changes while participating in the Plan.
7.6 CASH-OUT OF BENEFIT. The Committee, in its sole discretion,
may accelerate the payment of a terminated Member's Accounts at any time,
notwithstanding the form of benefit payment elected by the Member.
7.7 UNCLAIMED BENEFITS. In the case of a benefit payable on behalf
of a Member, if the Committee is unable to locate the Member or beneficiary to
whom such benefit is payable, upon the Committee's determination thereof, such
benefit shall be forfeited to the Company. Notwithstanding the foregoing, if
subsequent to any such forfeiture the Member or beneficiary to whom such benefit
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is payable makes a valid claim for such benefit, such forfeited benefit shall be
restored to the Plan by the Company.
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VIII.
ADMINISTRATION OF THE PLAN
8.1 APPOINTMENT OF COMMITTEE. The general administration of the
Plan shall be vested in the Committee which shall be appointed by the
Compensation Committee and shall consist of one or more persons. Any individual,
whether or not an employee of the Company, is eligible to become a member of the
Committee.
8.2 TERM, VACANCIES, RESIGNATION, AND REMOVAL. Each member of the
Committee shall serve until he resigns, dies, or is removed by the Compensation
Committee. At any time during his term of office, a member of the Committee may
resign by giving written notice to the Compensation Committee and the Committee,
such resignation to become effective upon the appointment of a substitute member
or, if earlier, the lapse of thirty days after such notice is given as herein
provided. At any time during his term of office, and for any reason, a member of
the Committee may be removed by the Compensation Committee with or without
cause, and the Compensation Committee may in its discretion fill any vacancy
that may result therefrom. Any member of the Committee who is an employee of the
Company shall automatically cease to be a member of the Committee as of the date
he ceases to be employed by the Company or any Subsidiary.
8.3 SELF-INTEREST OF MEMBERS. No member of the Committee shall
have any right to vote or decide upon any matter relating solely to himself
under the Plan or to vote in any case in which his individual right to claim any
benefit under the Plan is particularly involved. In any case in which a
Committee member is so disqualified to act and the remaining members cannot
agree, the Compensation Committee shall appoint a temporary substitute member to
exercise all the powers of the disqualified member concerning the matter in
which he is disqualified.
8.4 COMMITTEE POWERS AND DUTIES. The Committee shall supervise the
administration and enforcement of the Plan according to the terms and provisions
hereof and shall have all powers necessary to accomplish these purposes,
including, but not by way of limitation, the right, power, authority, and duty:
(a) To make rules, regulations, and bylaws for the
administration of the Plan that are not inconsistent with the terms and
provisions hereof, and to enforce the terms of the Plan and the rules
and regulations promulgated thereunder by the Committee;
(b) To construe in its discretion all terms, provisions,
conditions, and limitations of the Plan;
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(c) To correct any defect or to supply any omission or to
reconcile any inconsistency that may appear in the Plan in such manner
and to such extent as it shall deem in its discretion expedient to
effectuate the purposes of the Plan;
(d) To employ and compensate such accountants, attorneys,
investment advisors, and other agents, employees, and independent
contractors as the Committee may deem necessary or advisable for the
proper and efficient administration of the Plan;
(e) To determine in its discretion all questions relating
to eligibility;
(f) To determine whether and when there has been a
termination of a Member's employment with the Company and its
Subsidiaries;
(g) To make a determination in its discretion as to the
right of any person to a benefit under the Plan and to prescribe
procedures to be followed by distributees in obtaining benefits
hereunder;
(h) To receive and review reports from the Trustee as to
the financial condition of the Trust Fund, including its receipts and
disbursements; and
(i) To establish or designate Funds as investment options
as provided in Article IV.
8.5 CLAIMS REVIEW. In any case in which a claim for Plan benefits
of a Member or beneficiary is denied or modified, the Committee shall furnish
written notice to the claimant within ninety days (or within 180 days if
additional information requested by the Committee necessitates an extension of
the ninety-day period), which notice shall:
(a) State the specific reason or reasons for the denial
or modification;
(b) Provide specific reference to pertinent Plan
provisions on which the denial or modification is based;
(c) Provide a description of any additional material or
information necessary for the Member, his beneficiary, or
representative to perfect the claim and an explanation of why such
material or information is necessary; and
(d) Explain the Plan's claim review procedure as
contained herein.
In the event a claim for Plan benefits is denied or modified, if the Member, his
beneficiary, or a representative of such Member or beneficiary desires to have
such denial or modification reviewed,
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he must, within sixty days following receipt of the notice of such denial or
modification, submit a written request for review by the Committee of its
initial decision. In connection with such request, the Member, his beneficiary,
or the representative of such Member or beneficiary may review any pertinent
documents upon which such denial or modification was based and may submit issues
and comments in writing. Within sixty days following such request for review the
Committee shall, after providing a full and fair review, render its final
decision in writing to the Member, his beneficiary or the representative of such
Member or beneficiary stating specific reasons for such decision and making
specific references to pertinent Plan provisions upon which the decision is
based. If special circumstances require an extension of such sixty-day period,
the Committee's decision shall be rendered as soon as possible, but not later
than 120 days after receipt of the request for review. If an extension of time
for review is required, written notice of the extension shall be furnished to
the Member, beneficiary, or the representative of such Member or beneficiary
prior to the commencement of the extension period.
8.6 COMPANY TO SUPPLY INFORMATION. The Company shall supply full
and timely information to the Committee, including, but not limited to,
information relating to each Member's Compensation, termination of employment
and such other pertinent facts as the Committee may require. The Company shall
advise the Trustee of such of the foregoing facts as are deemed necessary for
the Trustee to carry out the Trustee's duties under the Plan and the Trust
Agreement. When making a determination in connection with the Plan, the
Committee shall be entitled to rely upon the aforesaid information furnished by
the Company.
8.7 BINDING ARBITRATION. If, after fully utilizing the claims
review procedure set forth in Section 8.5 above, a controversy continues to
exist with respect to a claim for Plan benefits of a Member or beneficiary,
either the Member (or his beneficiary) or the Company shall submit the claim to
arbitration in accordance with the Employee Benefit Plan Claims Arbitration
Rules of the American Arbitration Association and judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The arbitrator will not have the power to add to or ignore any
provisions of the Plan or applicable law. His decision shall not go beyond what
is necessary for interpretation and application of the Plan. The arbitrator
shall have the power to decide the claim upon motion of the parties, without
necessity of an oral arbitration hearing, if either party submits a motion
requesting a hearing on documents only.
8.8 INDEMNITY. To the extent permitted by applicable law, the
Company shall indemnify and save harmless each member of the Committee and the
Compensation Committee against any and all expenses, liabilities and claims
(including legal fees incurred to defend against such liabilities and claims)
arising out of their discharge in good faith of responsibilities under or
incident to the Plan. Expenses and liabilities arising out of willful misconduct
shall not be covered under this indemnity. This indemnity shall not preclude
such further indemnities as may be available under insurance purchased by the
Company or provided by the Company under any bylaw, agreement, vote of
VIII-3
stockholders or disinterested directors or otherwise, as such indemnities are
permitted under applicable law.
VIII-4
IX.
ADMINISTRATION OF FUNDS
9.1 PAYMENT OF EXPENSES. All expenses incident to the
administration of the Plan and Trust, including but not limited to, legal,
accounting, Trustee fees, and expenses of the Committee, may be paid by the
Company and, if not paid by the Company, shall be paid by the Trustee from the
Trust Fund.
9.2 TRUST FUND PROPERTY. All income, profits, recoveries,
contributions, forfeitures and any and all moneys, securities and properties of
any kind at any time received or held by the Trustee shall be held for
investment purposes as a commingled Trust Fund pursuant to the terms of the
Trust Agreement. The Committee shall maintain one or more Accounts in the name
of each Member, but the maintenance of an Account designated as the Account of a
Member shall not mean that such Member shall have a greater or lesser interest
than that due him by operation of the Plan and shall not be considered as
segregating any funds or property from any other funds or property contained in
the commingled fund. No Member shall have any title to any specific asset in the
Trust Fund.
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X.
NATURE OF THE PLAN
The Plan is intended to constitute an unfunded, unsecured plan of
deferred compensation for (i) the Directors and (ii) for a select group of
management or highly compensated employees of the Company. Plan benefits herein
provided are to be paid out of the Company's general assets. Nevertheless,
subject to the terms hereof and of the Trust Agreement, the Company may, in the
sole discretion of the Committee, transfer money or other property to the
Trustee and the Trustee shall pay Plan benefits to Members and their
beneficiaries out of the Trust Fund.
The Company, in its sole discretion, may establish the Trust and enter
into the Trust Agreement. In such event, the Company shall remain the owner of
all assets in the Trust Fund and the assets shall be subject to the claims of
Company creditors if the Company ever becomes insolvent. For purposes hereof,
the Company shall be considered "insolvent" if (a) the Company is unable to pay
its debts as they become due, or (b) the Company is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code (or any successor
federal statute). The chief executive officer of the Company and its board of
directors shall have the duty to inform the Trustee in writing if the Company
becomes insolvent. Such notice given under the preceding sentence by any party
shall satisfy all of the parties' duty to give notice. When so informed, the
Trustee shall suspend payments to the Members and hold the assets for the
benefit of the Company's general creditors. If the Trustee receives a written
allegation that the Company is insolvent, the Trustee shall suspend payments to
the Members and hold the Trust Fund for the benefit of the Company's general
creditors, and shall determine within the period specified in the Trust
Agreement whether the Company is insolvent. If the Trustee determines that the
Company is not insolvent, the Trustee shall resume payments to the Members. No
Member or beneficiary shall have any preferred claim to, or any beneficial
ownership interest in, any assets of the Trust Fund.
X-1
XI.
MISCELLANEOUS
11.1 NOT CONTRACT OF EMPLOYMENT. The adoption and maintenance of
the Plan shall not be deemed to be a contract between the Company and any person
or to be consideration for the employment of any person. Nothing herein
contained shall be deemed to give any person the right to be retained in the
employ of the Company or to restrict the right of the Company to discharge any
person at any time nor shall the Plan be deemed to give the Company the right to
require any person to remain in the employ of the Company or to restrict any
person's right to terminate his employment at any time.
11.2 ALIENATION OF INTEREST FORBIDDEN. The interest of a Member or
his beneficiary or beneficiaries hereunder may not be sold, transferred,
assigned, or encumbered in any manner, either voluntarily or involuntarily, and
any attempt so to anticipate, alienate, sell, transfer, assign, pledge,
encumber, or charge the same shall be null and void; neither shall the benefits
hereunder be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person to whom such benefits or funds are payable,
nor shall they be an asset in bankruptcy or subject to garnishment, attachment
or other legal or equitable proceedings.
11.3 WITHHOLDING. All Compensation deferrals and payments provided
for hereunder shall be subject to applicable tax withholding and other
deductions as shall be required of the Company under any applicable law.
11.4 AMENDMENT AND TERMINATION. The Compensation Committee may from
time to time, in its discretion, amend, in whole or in part, any or all of the
provisions of the Plan; provided, however, that no amendment may be made that
would materially impair the rights of a Member with respect to amounts already
allocated to his Accounts. The Committee may also similarly amend the Plan
provided that no such amendment may materially increase the obligations of the
Company hereunder. The Compensation Committee may terminate the Plan at any
time. In the event that the Plan is terminated, the balance in a Member's
Accounts shall be paid to such Member or his designated beneficiary in a single
lump sum, cash payment in full satisfaction of all of such Member's or
beneficiary's benefits hereunder.
11.5 SEVERABILITY. If any provision of this Plan shall be held
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining provisions hereof; instead, each provision shall be fully
severable and the Plan shall be construed and enforced as if said illegal or
invalid provision had never been included herein.
XI-1
11.6 GOVERNING LAWS. ALL PROVISIONS OF THE PLAN SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF TEXAS (WITHOUT REGARD TO ANY CONFLICTS OF LAW
PRINCIPLES) EXCEPT TO THE EXTENT PREEMPTED BY APPLICABLE FEDERAL LAW.
EXECUTED November 1, 2003, effective for all purposes as provided
above.
OIL STATES INTERNATIONAL, INC.
By: /s/ Cindy Taylor
---------------------------------
Name: Cindy Taylor
Title: Senior Vice President &
Chief Financial Officer
ADOPTING SUBSIDIARIES
1. Oil States Industries, Inc.
2. HWC Energy Services, Inc.
3. General Marine Leasing, Inc.
4. Sooner Inc.
XI-2