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EXHIBIT 10.23
AMENDMENT NO. 1999-1 TO THE
1993 EMPLOYEE STOCK BONUS PLAN
This Amendment No. 1999-1 is made to the Baker Hughes
Incorporated 1993 Employee Stock Bonus 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. Clauses (ii) and (iii) of the first sentence of Paragraph 5
of the Plan are amended in their entirety to read as follows:
"(ii) the occurrence of a Change in Control other than an
event described only in clause (iii) of the definition of
Change in Control set forth in Paragraph 5 of the Plan, and
(iii) the termination of the eligible employee's employment if
(a) such eligible employee'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, (b) such eligible employee
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 (a), (c) such eligible employee's
employment is terminated by the Company without Cause or by
the eligible employee 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
(d) such eligible
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employee's employment is terminated by the Company without
Cause or by the eligible employee for Good Reason, in either
case within 2 years following the occurrence of a Change in
Control described in clause (iii) of the definition of Change
in Control set forth in Paragraph 5 of the Plan."
2 The definition of Change in Control set forth in Paragraph 5
of the Plan is amended in its entirety to read as follows:
"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:
(i) 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 (a) of paragraph (iii)
below; or
(ii) 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
(iii) 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) a merger or
consolidation which would result in the voting
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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 (b) 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
(iv) 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 consolidation or any parent
thereof (or a majority plus one member where such board
comprises an odd number of members); or
(v) 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
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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".
3 The second sentence of Paragraph 6 of the Plan is amended by
inserting immediately prior to the "." at the end thereof the following:
"other than an event described only in clause (iii) of the
definition of Change in Control set forth in Section 5 of the
Plan; and provided further, that the provisions of this
sentence shall be inapplicable to any sale of Option Shares by
an employee holding a Stock Award if such sale occurs at any
time following a Qualifying Termination."
4 Clause (ii) of Paragraph 7 of the Plan is amended in its
entirety to read as follows:
" (ii) the occurrence of a Change in Control other than an
event described only in clause (iii) of the definition of
Change in Control set forth in Section 5 of the Plan."
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
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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
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