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EXHIBIT 10.30
AMENDMENT NO. 1999-1 TO THE
1995 STOCK AWARD PLAN
This Amendment No. 1999-1 is made to the Baker Hughes
Incorporated 1995 Stock Award 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. Subparagraph (g) of Paragraph II of the Plan is
amended in its entirety to read as follows:
"(g) 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 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 or nomination for election by the
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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
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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
(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. Paragraph XI of the Plan is amended in its entirety
to read as follows:
"XI. CHANGE IN CONTROL
(a) Notwithstanding any provision of the Plan to the
contrary, in the event of an occurrence of a Change in Control
other than an event described only in clause (3) of the
definition of Change in Control set forth in Subparagraph (g)
of Paragraph II of the Plan, all Awards granted pursuant to
this Plan (whether granted under the Stock Matching Programs
or otherwise) shall become fully vested and nonforfeitable.
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(b) Notwithstanding any provision of the Plan to the
contrary, an Employee's Awards granted pursuant to this Plan
(whether granted under the Stock Matching Programs or
otherwise) shall become fully vested and nonforfeitable if (i)
such 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, (ii) such 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
(i), (iii) such Employee's employment is terminated by the
Company without Cause or by the Participant 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's employment is
terminated by the Company without Cause or by the Employee for
Good Reason, in either case within 2 years following the
occurrence of a Change in Control described in clause (3) of
the definition of Change in Control set forth in Subparagraph
(g) of Paragraph II 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
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entity surviving such transaction or any parent thereof: individuals who (i)
immediately prior to such transaction constitute the Board and (ii) on the date
hereof constitute the Board 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 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 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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