EXHIBIT 10.17
HELMERICH & PAYNE, INC.
E&P SEVERANCE PLAN
(Effective August 26, 2002)
HELMERICH & PAYNE, INC.
E&P SEVERANCE PLAN
1. PURPOSE OF THE PLAN. The Board of Directors of Helmerich & Payne, Inc.,
a Delaware corporation, recognizes that there exists the possibility of
employees being adversely affected by a future Change of Control. The
Board recognizes that severance arrangements, in general, provide
intangible benefits to and enhance the best interests of the Company.
In order to fulfill the above purposes, the Company has adopted the
"Helmerich & Payne, Inc. E&P Severance Plan" which is to provide
certain benefits to Eligible Employees whose employment with the
Company is terminated under the circumstances described in this Plan.
This Plan is for the benefit of the Eligible Employees.
2. DEFINITIONS:
a. ADMINISTRATOR means the Committee.
b. BASE SALARY means an Eligible Employee's regular salary or
wage before reduction for contributions by the Eligible
Employee to any employee benefit plan or program sponsored by
the Company or any Subsidiary, and which is exclusive of any
bonuses, incentive pay, overtime or other payments, computed
on a weekly basis. To calculate Separation Benefits, Base
Salary shall be the Eligible Employee's highest rate of
regular salary or wage during the twenty-four (24) month
period prior to his/her effective date of termination of
employment.
c. CHANGE OF CONTROL means and shall be deemed to have occurred
the date on which one of the following events occurs with
respect to the Company (for the purpose of this Subsection
(c), the term "Company" means only Helmerich & Payne, Inc., a
Delaware corporation, or its successor):
(i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 15% or more of
either (i) the then outstanding shares of common
stock of the Company (the "Outstanding Company Common
Stock") or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled
to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided,
however, that the following acquisitions shall not
constitute a Change of Control: (i) any acquisition
directly from the Company, (ii) any acquisition by
the Company, or (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or
maintained by the Company or any corporation
controlled by the Company; or
(ii) Individuals who, as of the date hereof, constitute
the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority
of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof
whose election, appointment or nomination for
election by the Company's shareholders, was approved
by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be
considered as though such individual were a member of
the Incumbent Board, but excluding, for purposes of
this definition, any such individual whose initial
assumption of office occurs as a result of an actual
or threatened election contest with respect to the
election or removal of directors or other actual or
threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board; or
(iii) Approval by the shareholders of the Company of a
reorganization, share exchange, merger or
consolidation or acquisition of assets of another
corporation (a "Business Combination"), in each case,
unless, following such Business Combination, (x) all
or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such
Business Combination will beneficially own, directly
or indirectly, more than 70% of, respectively, the
then outstanding shares of common stock and the
combined voting power of the then outstanding voting
securities entitled to vote generally in the election
of directors, as the case may be, of the corporation
resulting from such Business Combination (including,
without limitation, a corporation which as a result
of such transaction will own the Company through one
or more subsidiaries) in substantially the same
proportions as their ownership immediately prior to
such Business Combination of the Outstanding Company
Common Stock and Outstanding Company Voting
Securities, as the case may be, (y) no Person
(excluding any employee benefit plan (or related
trust) of the Company or such corporation resulting
from such Business Combination) will beneficially
own, directly or indirectly, 15% or more of,
respectively, the then outstanding shares of common
stock of the corporation resulting from such Business
Combination or the combined voting power of the then
outstanding voting securities of such corporation,
except to the extent that such ownership existed
prior to the Business Combination, and (z) at least a
majority of the members of the board of directors of
the corporation resulting from such Business
Combination were members of the Incumbent Board at
the time of the execution of the initial agreement,
or of the action of the Board, providing for such
Business Combination or were elected, appointed or
nominated by the Board; or
(iv) Approval by the shareholders of the Company of (x) a
complete liquidation or dissolution of the Company
or, (y) the sale or other disposition of all or
substantially all of the assets of the Company, other
than to a corporation, with respect to which
following such sale or other disposition, (A) more
than 70% of, respectively, the then outstanding
shares of common stock of such corporation and the
combined voting
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power of the then outstanding voting securities of
such corporation entitled to vote generally in the
election of directors were beneficially owned,
directly or indirectly, by all or substantially all
of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting
Securities immediately prior to such sale or other
disposition in substantially the same proportion as
their ownership immediately prior to such sale or
other disposition, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as
the case may be; (B) less than 15% of, respectively,
the then outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of
directors will be beneficially owned, directly or
indirectly, by any Person (excluding any employee
benefit plan (or related trust) of the Company or
such corporation), except to the extent that such
Person owned 15% or more of the Outstanding Company
Common Stock or Outstanding Company Voting Securities
prior to the sale or disposition; and (C) at least a
majority of the members of the board of directors of
such corporation were members of the Incumbent Board
at the time of the execution of the initial
agreement, or of the action of the Board, providing
for such sale or other disposition of assets of the
Company or were elected, appointed or nominated by
the Board.
(v) The foregoing Sections (i)-(iv) notwithstanding, a
Change of Control shall also be deemed to have
occurred upon the occurrence of a business
transaction (or a series of transactions) involving
the direct or indirect transfer or disposition
(whether by sale, merger, reorganization, spin-off,
stock dividend, stock split or otherwise) to the E&P
Successor of more than 50% of the operating assets of
the E&P Division, if after such transaction, the E&P
Successor holds more than 50% of the operating assets
of the E&P Division, and the Company or a Subsidiary
(as determined immediately prior to such transaction)
owns less than 70% of the outstanding shares of the
voting securities of the E&P Successor (if a
corporation) or less than a 70% interest in the
profits or assets of the E&P Successor (if other than
a corporation).
d. COBRA means the Consolidated Omnibus Budget Reconciliation Act
of 1985.
e. CODE means the Internal Revenue Code of 1986, as amended.
f. COMMITTEE means the Helmerich & Payne, Inc. Human Resources
Committee of the board of directors of Helmerich & Payne, Inc.
or such Committee's designee. If a Change of Control occurs
and the successor company assumes the Plan, Committee shall
mean that committee appointed by the successor to administer
this Plan.
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g. COMPANY means Helmerich & Payne, Inc., a Delaware corporation,
and/or any of its Subsidiaries or any successor company.
h. E&P DIVISION means the Company's oil and gas exploration and
production division.
i. E&P SUCCESSOR means the successor(s) to more than 50% of the
operating assets of the E&P Division.
j. EFFECTIVE DATE means August 26, 2002.
k. ELIGIBLE EMPLOYEES means individuals who (i) are classified by
the Company as regular full-time employees working in
locations in the United States, (ii) work for the E&P Division
as of the Effective Date or are designated as such by the
Committee, and (iii) paid in U.S. dollars as of the Effective
Date or after and who are not (x) covered by a collective
bargaining agreement (unless the collective bargaining
agreement covering such employees provides for participation
of such employees in this Plan) or (y) covered by another
severance or separation policy, plan, program or individual
written agreement which provides for severance payments
established or assumed by the Company (unless the Eligible
Employee has specifically waived any rights to benefits under
such severance policy, plan, program or agreement). The
determination of whether an employee is a "regular full-time
employee" shall be made in the sole discretion of the
Committee. Eligible Employees do not include third country
nationals (TCNs) or nonresident aliens. Employees who
terminate employment due to the incurrence of a disability (as
defined under the Company's Long-Term Disability Plan) shall
not be an Eligible Employee.
l. ERISA means the Employee Retirement Income Security Act of
1974, as amended.
m. FIDUCIARY/NAMED FIDUCIARY means the Committee.
n. GENERAL RELEASE AND AGREEMENT means the notice of rights,
general release and agreement in substantially the form
attached hereto as Exhibit "A." The form of the release may be
modified as needed to reflect changes in the applicable law or
regulations that are needed to provide a legally enforceable
and binding release to the Company at the time of execution.
o. PLAN means the Helmerich & Payne, Inc. E&P Severance Plan.
p. SEPARATION BENEFITS means the Severance Payments and benefits
to be received by an Eligible Employee in accordance with
Section 4.2.
q. SUBSIDIARY means any corporation, partnership, limited
liability company or other business entity contained in the
Company's list of Subsidiaries, as approved and amended from
time to time by the Committee. A copy of the list of
Subsidiaries
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may be obtained from the Administrator, and is available for
examination by Eligible Employees.
r. SUBSTANTIAL DOWNTURN means a downturn in the oil and gas
industry which shall be measured by the following objective
criteria: (i) the West Texas Intermediate Price for crude oil
remains at or below $10/barrel for sixty (60) consecutive
business days or (ii) the price for each MMBtu of natural gas
as quoted for the Henry Hub listing in "Gas Daily" remains at
or below $1.25 for sixty (60) consecutive business days.
s. YEARS OF SERVICE. For purposes of calculating length of
service under the Plan, Years of Service are determined by
subtracting the Eligible Employee's calendar year in which
his/her most recent date of hire occurred from the current
calendar year. For example, if an Eligible Employee was hired
in 1998 and was involuntarily terminated in 2001, then, the
Eligible Employee will be credited with three (3) Years of
Service for purposes of determining the amount of Separation
Benefits. Separation Benefits under the Plan will only be
granted on the basis of the Years of Service of continuous
employment, which will include periods of service of an
Eligible Employee with the Company and with an employer that
has previously been acquired by or merged into the Company,
and will include periods of service for an Eligible Employee
with an employer that is acquired by or merged into the
Company in the future. Prior periods of employment in which
there has been a break in service (except for authorized
leaves of absence or for other reasons approved by the
Company) will not be used to calculate Years of Service for
Separation Benefits.
3. ELIGIBILITY.
3.1 PARTICIPATION. Each Eligible Employee shall be eligible to
participate in the Plan as of the Effective Date.
3.2 DURATION OF PARTICIPATION. An Eligible Employee shall only
cease to be eligible to be a participant in the Plan as a
result of an amendment or termination of the Plan complying
with Section 12 or when he/she ceases to be an Eligible
Employee of the Company, unless such Eligible Employee is then
entitled to receive Separation Benefits under the Plan. An
Eligible Employee entitled to payment of Separation Benefits
shall remain an Eligible Employee under the Plan until his/her
full Separation Benefits have been received by the Eligible
Employee.
3.3 RIGHT TO SEPARATION BENEFITS. An Eligible Employee shall be
entitled to receive the Separation Benefits under the
circumstances described in Section 4.1 and as provided in
Section 4.2 if the Eligible Employee's employment by the
Company terminates as specified in the applicable Section,
provided that: (a) the Eligible Employee timely signs and
delivers to the Company a General Release and Agreement and
does not thereafter revoke or attempt to revoke the General
Release and Agreement; (b) the Eligible Employee returns any
Company property
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within his/her possession or control and continues to
cooperate in providing information necessary for transition
and maintenance of the Company's ongoing business; and (c) the
Eligible Employee complies with all terms of the General
Release and Agreement, including those pertaining to
confidentiality of information. The Eligible Employee must
work through his/her effective date of termination as
established by the Company, or such earlier date as is
mutually agreed to by the Company and the Eligible Employee.
If the Eligible Employee's termination is the result of a
Constructive Termination, as defined in Section 4.1(a),
his/her effective date of termination shall be deemed to be
thirty (30) days after he/she provides notice, in writing, of
the Constructive Termination to the Company, unless an earlier
effective date of termination is established by the Company or
a later date is mutually agreed to by the Company and the
Eligible Employee. Failure of an Eligible Employee to work
through his/her effective date of termination or other
applicable date as described in this Section will result in
forfeiture of rights to any Separation Benefits under this
Plan. Eligible Employees who transfer employment between the
Company and/or its Subsidiaries to another Eligible Employee
position with any of such entities (or any successor) shall
maintain all rights under the Plan as though employment had
been uninterrupted and no transfer had been made, and, for the
purpose of this Plan, the transfer of an Eligible Employee
from the Company and/or its Subsidiaries to the E&P Successor
shall not be deemed to be a termination of employment that
entitles such Eligible Employee to Separation Benefits.
4. TERMINATION OF EMPLOYMENT AND SEPARATION BENEFITS.
4.1 TERMINATION OF EMPLOYMENT.
(a) TERMINATIONS IN CONNECTION WITH A CHANGE OF CONTROL
THAT GIVE RISE TO SEPARATION BENEFITS. An Eligible
Employee shall be entitled to Separation Benefits in
accordance with Section 3.3 above and the remainder
of this Section 4 in connection with any involuntary
separation of employment affected by the Company or
any Constructive Termination in conjunction with or
within twelve (12) months after a Change of Control,
except as set forth in Subsection (b) below. As used
herein, Constructive Termination means the actual
termination or resignation of an Eligible Employee
from the Company occurring in conjunction with or
within twelve (12) months after a Change of Control,
whichever is applicable, due to any of the following
events:
(i) An aggregate reduction of ten percent (10%)
or more in the Eligible Employee's Base
Salary;
(ii) The discharge of the Eligible Employee for
failure to relocate to a location outside a
twenty-five (25) mile radius of the location
of his/her office or principal base of
operation immediately prior to the Change of
Control; or
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(iii) The failure to pay to the Eligible Employee
any portion of current compensation within
fourteen (14) days of the date such
compensation is due if, after being notified
of such failure, the Company does not cure
within thirty (30) days of notice; or
(iv) The failure to obtain a satisfactory
agreement from the E&P Successor or any
other successor to the Company to assume and
agree to continue this Plan in accordance
with the provisions of Section 15.
An Eligible Employee shall provide the Company
written notice within ninety (90) days of an event
that constitutes a Constructive Termination, of
his/her intent to resign for such reason. The failure
of an Eligible Employee to provide written notice
within such 90-day period shall cause a forfeiture of
the Eligible Employee's right to receive Separation
Benefits with regard to such Constructive
Termination. The failure of an Eligible Employee to
exercise his/her right to resign due to one event
which qualifies as a Constructive Termination shall
not waive his/her rights within ninety (90) days of
another, subsequent event that also qualifies as a
Constructive Termination in conjunction with or
within the twelve (12) months following a Change of
Control.
(b) TERMINATIONS IN CONNECTION WITH A CHANGE OF CONTROL
THAT DO NOT GIVE RISE TO SEPARATION BENEFITS. An
Eligible Employee shall not be entitled to Separation
Benefits in connection with or following a Change of
Control if the Eligible Employee (i) terminates
his/her employment through voluntary separation or
death, (ii) is involuntarily terminated by the
Company after the occurrence of Substantial Downturn,
(iii) is involuntarily terminated by the Company on
the basis of Disability (as described below) or (iv)
is involuntarily terminated by the Company for Cause.
The Eligible Employee's termination of employment
with Helmerich & Payne, Inc. resulting from the
transfer of employment from Helmerich & Payne, Inc.
to the E&P Successor necessitated by the creation
and/or spin-off of the E&P Successor (including the
subsequent merger of the E&P Successor with another
entity) shall not constitute a termination of
employment that gives rise to Separation Benefits
under this Plan.
If the Company determines in good faith that the
Disability of an Eligible Employee has occurred
(pursuant to the definition of "Disability" set forth
below), it may give to the Eligible Employee written
notice of its intention to terminate the Eligible
Employee's employment. In such event, the Eligible
Employee's employment with the Company shall
terminate effective on the 30th day after the date of
such notice (the "Disability Effective Date")
provided that within such time period the Eligible
Employee shall not have returned to full-time
performance of his duties. For the purposes of this
Severance Plan "Disability" means disability
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(either physical or mental) which, at least 26 weeks
after its commencement, is determined by a physician
selected by the Company or its insurers to be total
and permanent.
As used herein, termination for Cause means termination of employment due to the
following:
(i) the willful and continued failure by the Eligible
Employee to substantially perform his/her duties with
the Company (other than any such failure resulting
from his/her incapacity due to physical or mental
illness);
(ii) the willful engaging by the Eligible Employee in
conduct that is demonstrably and materially injurious
to the Company, monetarily or otherwise;
(iii) the conviction of the Eligible Employee of a felony
by a federal or state court of competent
jurisdiction;
(iv) an act or acts of dishonesty taken by the Eligible
Employee and intended to result in substantial
personal enrichment of the Eligible Employee at the
expense of the Company; or
(v) the Eligible Employee's "willful" failure to follow a
direct, reasonable and lawful written order from his
supervisor within the reasonable scope of the
Eligible Employee's duties, which failure is not
cured within thirty (30) days.
For purposes of this definition, no act, or failure to act, shall be deemed
willful unless done, or omitted to be done, by the Eligible Employee not in good
faith and without reasonable belief that his/her action or omission was in the
best interest of the Company.
4.2 SEPARATION BENEFITS IN CONNECTION WITH A CHANGE OF CONTROL.
(a) CASH PAYMENTS. Subject to the remainder of this
Section 4, if an Eligible Employee's employment is
terminated under circumstances entitling him/her to
Separation Benefits under Subsection 4.1(a), the
Company shall pay such Eligible Employee a severance
payment ("Severance Payment") based on the Eligible
Employee's Years of Service and Base Salary.
(i) Severance Payment.
The Severance Payment will be equal to 2 1/2
weeks Base Salary for each Year of Service.
The minimum Severance Payment to which an
Eligible Employee will be entitled under
this Subsection (a)(i) will be equal to
twelve (12) weeks of Base Salary and the
maximum will be sixty-five (65) weeks of
Base Salary.
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(ii) Example of Cash Payment in Connection with a
Change of Control
<Table>
Base Salary (weekly) $ 975.00
Annualized Base Salary 50,700.00
Years of Service 27
2 1/2 weeks x $975.00 x 27 $ 65,812.50
Amount in Excess of 65-Week Maximum (2,437.50)
-----------
Total Severance Payment $ 63,375.00
===========
</Table>
(iii) Timing and Manner of Payment. The Severance
Payment will be paid in a single lump sum on
the Company's first regular payday after the
Eligible Employee returns the signed General
Release and Agreement and any Company
property in his/her possession or control,
or seven (7) days following that return
date, whichever is later (but in no event
prior to the Eligible Employee's effective
date of termination).
(b) CONTINUATION OF BENEFITS. If an Eligible Employee's
employment is terminated under circumstances
entitling him/her to Separation Benefits under
Subsection 4.1(a), all employee benefits provided by
the Company to the Eligible Employee and the Eligible
Employee's dependents will cease except as otherwise
required by law.
(c) STOCK OPTIONS/RESTRICTED STOCK. If an Eligible
Employee's employment is terminated under
circumstances entitling him/her to Separation
Benefits under Subsection 4.1(a), any options to
purchase stock or rights to receive restricted stock
granted pursuant to a plan adopted by the E&P
Successor held by the Eligible Employee shall be
immediately and automatically vested, fully earned
and exercisable upon the Eligible Employee's
effective date of termination unless previously
exercised or forfeited pursuant to the terms of such
plan.
4.3 WARN BENEFITS. Under certain circumstances, the Company may,
in its discretion, make voluntary and unconditional payments
related to salary or wages to an Eligible Employee when he/she
suffers an employment loss as a result of a "plant closing" or
"mass layoff" covered by the federal Worker Adjustment and
Retraining Notification Act (the "WARN Benefits"). If an
Eligible Employee receives WARN Benefits, the weeks of Base
Salary he/she may be entitled to receive under Subsection
4.2(a) shall be reduced by the number of weeks of WARN
Benefits the Eligible Employee receives.
4.4 FUNDING. The Separation Benefits under this Plan shall be paid
from the general assets of Helmerich & Payne, Inc. unless this
Plan and its obligations are assumed by a successor entity
pursuant to Section 15 herein.
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5. WITHHOLDING. All amounts payable pursuant to the terms of this Plan
shall be subject to reduction for any and all applicable federal, state
or local income and employment taxes and any other withholdings
required to be made therefrom at law.
6. RIGHT OF RECOVERY. The Company shall have the right to recover any
payment made to an Eligible Employee in excess of the amount to which
the Eligible Employee is entitled under the terms of this Plan. Such
recovery may be from the Eligible Employee or his/her beneficiary
thereby enriched.
7. NON-ASSIGNMENT. No benefits or beneficial interests provided for
hereunder prior to payment shall be subject in any manner to
garnishment, attachment, anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, levy, execution or the claims of
creditors, either voluntarily or involuntarily, and any attempt to so
garnish, attach, anticipate, alienate, sell, transfer, assign, pledge,
encumber, levy or execute on the same shall be null and void, and
neither shall such benefits or beneficial interests be liable for or
subject to the debts, contracts, liabilities, engagements or torts of
any person to whom such benefits or funds are payable, provided that
Severance Payments shall be subject to any set-off, counterclaim,
recoupment, repayment, reimbursement or other right which the Company
may have against an Eligible Employee.
8. PLAN SPONSOR. The Plan sponsor is the Company, EIN: 73-0679879;
Address: Utica at Twenty-First, Tulsa, OK 74114.
9. ADMINISTRATOR AND NAMED FIDUCIARY. The Administrator has the authority
to interpret the Plan, manage its operation and determine all questions
arising in the administration, interpretation and application of the
Plan. Helmerich & Payne, Inc. is designated the "Named Fiduciary." The
Administrator shall be contacted c/o Director, Human Resources, Utica
at Twenty-First, Tulsa, OK 74114, telephone (918) 742-5531.
10. AGENT FOR SERVICE OF PROCESS. The agent for service of legal process is
Steven R. Mackey, General Counsel, Helmerich & Payne, Inc., Utica at
Twenty-First, Tulsa, OK 74114.
11. PLAN YEAR. The Plan Year for purposes of maintaining the Plan's fiscal
records shall be the calendar year.
12. PLAN IMPLEMENTATION, AMENDMENT AND TERMINATION. Subject to amendment of
the Plan as provided below, this Plan shall continue in effect for a
period of not less than twelve (12) months beyond the month in which a
Change of Control occurs, during which time the Company is
contractually bound to maintain the Plan. If another Change of Control
occurs during such twelve (12) month period, then, the Company shall
only be contractually bound to maintain this Plan until the end of such
twelve (12) month period following the initial Change of Control.
Subject to the foregoing, the Company shall have the right to amend,
modify, or terminate the Plan or any benefit provided under this Plan
at any time and from time to time to any extent that it may deem
advisable; provided, however, no such amendment (or any part of an
amendment, as the case may be) made either (a) within six (6) months
prior to the public announcement of a
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transaction that would constitute a Change of Control or (b) on or
within twelve (12) months after a Change of Control shall be effective
with respect to any Eligible Employee to the extent such amendment (or
part thereof) would reduce the Separation Benefits such Eligible
Employee would have received under the Plan but for such amendment.
Further, no amendment may reduce or adversely affect any benefits
already in pay status under the Plan at the date of such amendment. Any
amendment or modification to the Plan shall be set out in writing
executed by either the Chief Executive Officer of the Company or the
Chairman of the Committee and filed with the Administrator. Upon filing
with the Administrator, such amendment or modification to the Plan
shall be deemed to have been amended or modified in the manner and to
the extent and effective as of the date therein set forth, and
thereupon any and all Eligible Employees, whether they shall have
become such prior to the amendment or modification, shall be bound
thereby. Notwithstanding anything herein to the contrary, the Plan may
be amended in such manner as may be required at any time to make it
conform to the requirements of the Code, or of ERISA, or of any
amendment thereto, or of any regulations or rulings issued pursuant
thereto. This Plan shall also be considered as the Summary Plan
Description for the Plan as required by ERISA.
13. CLAIMS PROCEDURE.
13.1 HOW TO SUBMIT A CLAIM. In order to claim benefits under this
Plan, the claimant must be an Eligible Employee. A written
claim must be filed with the Committee within ninety (90) days
of the date upon which the claimant first knew (or should have
known) of the facts upon which the claim is based, unless the
Committee in writing consents otherwise. The procedures in
this Section shall apply to all claims that any person has
with respect to the Plan, including claims against fiduciaries
and former fiduciaries, except to the extent the Committee
determines, in its sole discretion, that it does not have the
power to grant, in substance, all relief reasonably being
sought by the claimant.
13.2 DENIAL OF CLAIMS. If a person has made a claim for benefits
under this Plan and any portion of the claim is denied, the
Committee or its designee will furnish the claimant with a
written notice stating the specific reasons for the denial,
including specific reference to any pertinent Plan provisions
upon which the denial was based, a description of any
additional information or material necessary to perfect the
claim and an explanation of why such information or material
is necessary, and appropriate information concerning steps to
take if the claimant wishes to submit the claim for review.
The Committee, directly or through its designee, must approve
or deny the claim in writing within sixty (60) days after
receipt of the claim, plus any extension of time for
processing the claim, not to exceed one hundred twenty (120)
additional days, as special circumstances require. The
Committee or its designee will advise the claimant in writing
if an extension is necessary, stating the circumstances
requiring the extension and the date by which the claimant can
expect the Committees decision regarding the claim.
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13.3 REVIEW PROCEDURES. Within sixty (60) days after the date of
written notice denying any claim, a claimant or an authorized
representative may write to the Committee or its designee
requesting a review of that decision.
The request for review may contain such issues and comments as
the claimant or an authorized representative may wish
considered in the review. The claimant or an authorized
representative may also review pertinent documents in the
Committees possession. The Committee will make a final
determination with respect to the claim within sixty (60) days
after a review is requested. The Committee or its designee
will advise the claimant in writing of the determination and
will set forth the specific reasons for the determination and
the specific references to any pertinent Plan provisions upon
which the determination is based. The decision rendered upon
reconsideration of the claim will be final and binding on all
interested parties.
13.4 RULES AND DECISIONS. The Committee may adopt such rules as it
deems necessary, desirable, or appropriate. All decisions of
the Committee shall be final and conclusive and may be made in
the Committee's sole and absolute discretion. When making a
determination or calculation, the Committee shall be entitled
to rely upon information furnished by an Eligible Employee,
the Company or the legal counsel of the Company.
13.5 COMMITTEE PROCEDURES. The Committee may act at a meeting or in
writing without a meeting. The Committee shall elect one of
its members as chairman, appoint a secretary, who may or may
not be a Committee member, and advise the Named Fiduciary of
such actions in writing. The secretary shall keep a record of
all meetings in a permanent Committee minute book and forward
all necessary communications to the Company. The Committee may
adopt such bylaws and regulations as it deems desirable for
the conduct of its affairs. All decisions of the Committee
shall be made by the vote of the majority, including actions
in writing taken without a meeting. A dissenting Committee
member who, within a reasonable time after he has knowledge of
any action or failure to act by the majority, registers his
dissent in writing delivered to the other Committee members,
to the extent permitted by law, shall not be responsible for
any such action or failure to act.
13.6 OTHER COMMITTEE POWERS AND DUTIES. The Committee shall have
such powers as may be necessary to discharge its duties
hereunder, including, but not by way of limitation, the
following:
(i) to construe and interpret the Plan and resolve any
ambiguities with respect to any of the terms and
provisions thereof as written and as applied to the
operation of the Plan; and
(ii) to decide all questions of eligibility and determine
the amount, manner and time of payment of any
benefits hereunder.
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(iii) All decisions by the Committee under this Plan shall
be made in its sole and absolute discretion.
14. VALIDITY AND SEVERABILITY. The invalidity or unenforceability of any
provision of the Plan shall not affect the validity or enforceability
of any other provision of the Plan, which shall remain in full force
and effect, and any prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any
other jurisdiction.
15. SUCCESSORS. The Company will require (i) the E&P Successor or (ii) any
successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or a portion of the business and/or
assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company
would be required to perform it as if no such succession had taken
place. In the event(s) of assumption of this Agreement by the E&P
Successor or other successor, the term "Company" as used in this
Agreement, shall mean the "E&P Successor" or other successor, as
applicable.
16. SECTION TITLES AND HEADINGS. The titles and headings at the beginning
of each Section shall not be considered in construing the meaning of
any provision in this Plan.
17. CONTROLLING LAW. The Plan shall be interpreted under the laws of the
State of Oklahoma, except to the extent that federal law preempts state
law.
18. SEVERANCE PLAN NOT AN EMPLOYMENT CONTRACT. This Severance Plan does not
create a contract of employment between the Company and any Eligible
Employee. Further, this Severance Plan does not alter the "at will"
employment status of any Eligible Employee. Apart from the obligation
of the Company to provide additional compensation as provided in this
Severance Plan, the Company shall at all times retain the right to
terminate the employment of any Eligible Employee for any reason
whatsoever.
19. THE PLAN DOCUMENT. This document constitutes the Plan document, copies
of which are available upon request from the Committee. In the event of
any inconsistency between any communication regarding the Plan and the
Plan document itself, the Plan document controls.
Executed and effective this 26th day of August, 2002.
HELMERICH & PAYNE, INC., a Delaware
corporation
ATTEST:
By
- ---------------------------- ------------------------------------
Steven R. Mackey, Secretary Hans Helmerich, President and Chief
Executive Officer
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ERISA RIGHTS INFORMATION
Employee Retirement Income Security Act of 1974, as amended (ERISA) Rights
Participants in the Helmerich & Payne, Inc. E&P Severance Plan have certain
rights and protections under the Employee Retirement Income Security Act of
1974, as amended (ERISA). ERISA provides that all Plan participants shall be
entitled to:
1. Examine without charge at the Administrators office and at other
specified locations, all Plan documents, including insurance contracts
and copies of all documents filed by the Plan with the U.S. Department
of Labor, such as annual reports and Plan descriptions.
2. Obtain copies of all Plan documents and other Plan information upon
written request to the Administrator. The Administrator may make a
reasonable charge for the copies.
3. Receive a summary of the Plans annual financial report. The
Administrator is required by law to furnish each participant with a
copy of this summary annual report.
In addition to creating rights for Plan participants, ERISA imposes duties upon
the people who are responsible for the operation of an employee benefit plan.
The people who operate the Plan, called "fiduciaries" of the Plan, have a duty
to do so prudently and in the interest of you and other Plan participants and
beneficiaries. No one, including your employer, your union, or any other person,
may fire you or otherwise discriminate against you in any way to prevent you
from obtaining a benefit or exercising your rights under ERISA. If your claim
for a benefit is denied, in whole or in part, you must receive a written
explanation of the reason for the denial. You have the right to have the claim
reviewed and reconsidered.
Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request materials from the Plan and do not receive them within
30 days, you may file suit in a federal court. In such a case, the court may
require the Administrator to provide the materials and pay you up to $100 a day
until you receive the materials, unless the materials were not sent because of
reasons beyond the control of the Administrator. If you have a claim for
benefits that is denied or ignored, in whole or in part, you may file suit in a
state or federal court. If it should happen that Plan fiduciaries misuse the
Plans money, or if you are discriminated against for asserting your rights, you
may seek assistance from the U.S. Department of Labor or you may file suit in a
federal court. The court will decide who should pay court costs and legal fees.
If you are successful, the court may order the person you have sued to pay these
costs and fees. If you lose, the court may order you to pay these costs and
fees, for example, if it finds your claim is frivolous.
If you have any questions about your Plan, you should contact the Administrator
in Tulsa. If you have any questions about this statement or about your rights
under ERISA, you should contact the nearest Area Office of the U.S.
Labor-Management Services Administration, Department of Labor.
The Plan is an employee welfare benefit plan within the meaning of ERISA.
EXHIBIT A
NOTICE
VARIOUS LAWS, INCLUDING TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL
RIGHTS ACT OF 1866, THE PREGNANCY DISCRIMINATION ACT OF 1978, THE EQUAL PAY ACT,
THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE
REHABILITATION ACT OF 1973, THE AMERICANS WITH DISABILITIES ACT, THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974 AND THE VETERANS REEMPLOYMENT RIGHTS ACT
(ALL AS AMENDED FROM TIME TO TIME), PROHIBIT EMPLOYMENT DISCRIMINATION BASED ON
SEX, RACE, COLOR, NATIONAL ORIGIN, RELIGION, AGE, DISABILITY, ELIGIBILITY FOR
COVERED EMPLOYEE BENEFITS AND VETERAN STATUS. YOU MAY ALSO HAVE RIGHTS UNDER
LAWS SUCH AS THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE WORKER
ADJUSTMENT AND RETRAINING ACT OF 1988, THE FAIR LABOR STANDARDS ACT, THE FAMILY
AND MEDICAL LEAVE ACT, THE OCCUPATIONAL HEALTH AND SAFETY ACT AND OTHER FEDERAL,
STATE AND/OR MUNICIPAL STATUTES, ORDERS OR REGULATIONS PERTAINING TO LABOR,
EMPLOYMENT AND/OR EMPLOYEE BENEFITS. THESE LAWS ARE ENFORCED THROUGH THE UNITED
STATES DEPARTMENT OF LABOR, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION (EEOC)
AND VARIOUS OTHER FEDERAL, STATE AND MUNICIPAL LABOR DEPARTMENTS, FAIR
EMPLOYMENT BOARDS, HUMAN RIGHTS COMMISSIONS AND SIMILAR AGENCIES.
THIS GENERAL RELEASE IS BEING PROVIDED TO YOU IN CONNECTION WITH THE HELMERICH &
PAYNE, INC. E&P SEVERANCE PLAN (EFFECTIVE DATE AUGUST 26, 2002). ALONG WITH THIS
GENERAL RELEASE, YOU HAVE ALSO BEEN GIVEN A COPY OF THE PLAN. IN ADDITION, IF
YOUR TERMINATION WAS NOT DUE TO A CONSTRUCTIVE TERMINATION, YOU HAVE BEEN GIVEN
INFORMATION SHOWING THE JOB POSITIONS AND DATES OF BIRTH OF THE EMPLOYEES IN
CONNECTION WITH A CHANGE OF CONTROL WHO ARE ELIGIBLE AND WHO ARE NOT ELIGIBLE
FOR THE PLAN IN COMPLIANCE WITH THE FEDERAL OLDER WORKERS BENEFIT PROTECTION ACT
(THE "OWBPA MATERIALS"). ALL THOSE DOCUMENTS AND INFORMATION ARE REFERRED TO IN
THIS GENERAL RELEASE AS THE "SEVERANCE PACKET."
YOU HAVE FORTY-FIVE (45) DAYS FROM THE DATE YOU RECEIVED THE SEVERANCE PACKET TO
MAKE A DECISION TO ACCEPT OR REJECT THE SEPARATION BENEFITS YOU ARE ELIGIBLE TO
RECEIVE UNDER THE PLAN IN EXCHANGE FOR SIGNING THIS GENERAL RELEASE. YOU MAY
EXECUTE THE GENERAL RELEASE PRIOR TO THE END OF THIS FORTY-FIVE DAY ELECTION
PERIOD. YOU MAY NOT, HOWEVER, EXECUTE THE GENERAL RELEASE PRIOR TO YOUR LAST
DATE OF EMPLOYMENT WITH HELMERICH & PAYNE, INC.
BEFORE EXECUTING THIS GENERAL RELEASE, YOU SHOULD REVIEW ALL THE DOCUMENTS AND
THE INFORMATION IN THE SEVERANCE PACKET CAREFULLY AND CONSULT WITH YOUR LAWYER.
YOU MAY REVOKE THIS GENERAL RELEASE WITHIN SEVEN (7) DAYS AFTER YOU SIGN IT, AND
THE GENERAL RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THAT
REVOCATION PERIOD HAS EXPIRED. IF YOU DO NOT SIGN AND RETURN THIS GENERAL
RELEASE WITHIN FORTY-FIVE (45) DAYS OR IF YOU EXERCISE YOUR RIGHT TO REVOKE THE
GENERAL RELEASE, YOU WILL NOT BE ELIGIBLE FOR SEPARATION BENEFITS UNDER THE
PLAN. ANY REVOCATION MUST BE IN WRITING AND MUST BE RECEIVED WITHIN THE
SEVEN-DAY PERIOD FOLLOWING EXECUTION OF THIS GENERAL RELEASE (OR THE NEXT
REGULAR BUSINESS DAY THEREAFTER) BY THE DIRECTOR, HUMAN RESOURCES, HELMERICH &
PAYNE, INC., UTICA AT TWENTY-FIRST, TULSA, OK 74114.
EXHIBIT A
GENERAL RELEASE AND AGREEMENT
In consideration of the Separation Benefits offered to me by Helmerich & Payne,
Inc. under the Helmerich & Payne, Inc. E&P Severance Plan (the "Plan"), I hereby
release and discharge Helmerich & Payne, Inc. and its predecessors, successors,
affiliates, parent, Subsidiaries and partners and each of those entities
employees, officers, directors and agents (hereafter collectively referred to as
the "Company") from all claims, liabilities, demands, and causes of action,
known or unknown, fixed or contingent, which I may have or claim to have against
the Company either as a result of my past employment with the Company and/or the
severance of that relationship and/or otherwise, and hereby waive any and all
rights I may have with respect to any such claims.
This General Release includes, but is not limited to, claims arising under Title
VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Pregnancy
Discrimination Act of 1978, the Equal Pay Act, the Civil Rights Act of 1991, the
Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the
Americans With Disabilities Act, the Employee Retirement Income Security Act of
1974 and the Veterans Reemployment Rights Act (all as amended from time to
time). This General Release also includes, but is not limited to, any rights I
may have under the Older Workers Benefit Protection Act of 1990, the Worker
Adjustment and Retraining Act of 1988, the Fair Labor Standards Act, the Family
and Medical Leave Act, the Occupational Health and Safety Act and any other
federal, state and/or municipal statutes, orders or regulations pertaining to
labor, employment and/or employee benefits. This General Release also applies to
any claims or rights I may have growing out of any legal or equitable
restrictions on the Company's rights not to continue an employment relationship
with its employees, including any express or implied employment contracts, and
to any claims I may have against the Company for fraudulent inducement or
misrepresentation, defamation, wrongful termination or other retaliation claims
in connection with workers' compensation or alleged "whistleblower" status or on
any other basis whatsoever.
IT IS SPECIFICALLY AGREED, HOWEVER, THAT THIS GENERAL RELEASE DOES NOT HAVE ANY
EFFECT ON ANY RIGHTS OR CLAIMS I MAY HAVE AGAINST THE COMPANY WHICH ARISE AFTER
THE DATE I EXECUTE THIS GENERAL RELEASE OR ON ANY VESTED RIGHTS I MAY HAVE UNDER
ANY OF THE COMPANY'S QUALIFIED OR NON-QUALIFIED RETIREMENT PLANS AS OF OR AFTER
MY LAST DAY OF EMPLOYMENT WITH THE COMPANY, ON ANY OF THE COMPANY'S OBLIGATIONS
UNDER THE PLAN OR AS OTHERWISE REQUIRED UNDER THE CONSOLIDATED OMNIBUS BUDGET
AND RECONCILIATION ACT OF 1985 (COBRA).
If my separation was not due to a Constructive Termination, I acknowledge that I
have received information from the Company describing the dates of birth and job
titles of employees who are eligible for participation in the Plan and the dates
of birth and job titles of employees who are not eligible for participation, in
compliance with the federal Older Workers Benefit Protection Act (the "OWBPA
Materials").
I have carefully reviewed and fully understand the Severance Packet, which
includes the Plan, the General Release and foregoing Notice and the OWBPA
Materials. I have not relied on any representation or statement, oral or
written, by the Company or any of its representatives, which is not set forth in
the Severance Packet.
I understand that my receipt and retention of the Separation Benefits under the
Plan is dependent on my execution of this General Release, upon my return to the
Company of any Company property within my possession or control and upon my
continued cooperation in providing information necessary for transition and
maintenance of the Company's ongoing business. I also understand that my receipt
and retention of the Separation Benefits are also contingent on my continued
nondisclosure of the Company's secret or confidential information, knowledge or
data relating to the Company or any of its subsidiaries and their respective
businesses which I have obtained during my employment with the Company and which
shall not be or become public knowledge (other than by acts by me or my
representatives in violation of this General Release), and that prohibited
disclosure of such information, knowledge or data to anyone other than the
Company and those designated by it or any future defamation, disparaging remarks
or statements by me to any third parties, other employees or the media which
could embarrass or cause harm to the Company's name and reputation or to the
name and reputation of its officers, directors or representatives shall entitle
the Company to reimbursement or retention of any Separation Benefits I have
received or may receive. I also understand and agree that the Company has the
right to any set-off counterclaim, recoupment, repayment, reimbursement or other
right which the Company may have against me.
The Plan and this General Release, including the foregoing Notice, set forth the
entire agreement between the Company and me with respect to this subject. I
acknowledge that the Company gave me forty-five (45) days to consider whether I
wish to accept or reject the Separation Benefits I am eligible to receive under
the Plan in exchange for this General Release. I also acknowledge that the
Company advised me to seek independent legal advice as to these matters, if I
chose to do so. I hereby represent and state that I have taken such actions and
obtained such information and independent legal or other advice, if any, that I
believed were necessary for me to fully understand the effects and consequences
of this General Release prior to signing it.
Dated this day of , .
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