EXHIBIT 10.2
TRITON EXPLORATION SERVICES, INC.
(AS SUCCESSOR TO TRITON ENERGY CORPORATION)
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS AMENDED AND RESTATED EFFECTIVE
JANUARY 1, 1998
TABLE OF CONTENTS
PAGE
ARTICLE 1. DEFINITIONS 1
ARTICLE 2. PARTICIPATION 6
ARTICLE 3. RETIREMENT BENEFITS 7
ARTICLE 4. ADMINISTRATION 10
ARTICLE 5. OTHER PROVISIONS 11
The purpose of the Triton Exploration Services, Inc. Supplemental Executive
Retirement Plan (the "Plan") is to provide deferred compensation to a select
group of management and highly compensated employees who contribute materially
to the continued growth, development and future business success of Triton
Exploration Services, Inc. (the "Corporation") and its affiliated companies
(collectively, the "Employers"), and to provide a retirement benefit package
that will assist the Employers in attracting, retaining and motivating the
best available talent to enter their employ.
ARTICLE 1
DEFINITIONS
As used in this document, unless otherwise defined or required by the context,
the following terms have the meanings set forth in this Article 1.
1.01 ACCRUED RETIREMENT BENEFIT
The Accrued Retirement Benefit of any Participant who, at any time on or
after January 1, 1998, is or was employed by an Employer and is or was an
officer of Parent, is determined using the formula used to compute the
Participant's Normal Retirement Benefit, multiplied by the Participant's
accrual percentage determined according to the following schedule on the basis
of the Participant's completed Years of Service:
YEARS OF SERVICE PERCENTAGE OF BENEFIT ACCRUED
Less than 1 0%
1 10%
2 20%
3 30%
4 40%
5 50%
6 60%
7 70%
8 80%
9 90%
10 or more 100%
------------- ----
The Accrued Retirement Benefit for any other Participant is determined
based upon the provisions of the Plan in effect on the date of the
Participant's termination of employment with the Corporation.
1.02 ACTUARIAL EQUIVALENT
Actuarial Equivalent means a form of benefit differing in time, period
and/or manner of payment from another form of benefit but having the same
value when computed based upon the following interest and mortality
assumptions:
Interest: 8% per annum, compounded annually
Mortality: 1983 Group Annuity Mortality Table using unisex rates
which are blended using 50% male rates and 50%
female rates
The present value of any Accrued Benefit for purposes of determining the
amount of a lump-sum distribution will be equal to the greater of the present
value determined using the interest rate and mortality table specified above
or the present value determined using the "Applicable Interest Rate" and
"Applicable Mortality Table."
The "Applicable Interest Rate" is the rate equal to the annual rate of
interest on 30-year Treasury securities for the month before the first day of
the Plan Year quarter of distribution or such other time as the Secretary of
the Treasury may by regulation prescribe.
The "Applicable Mortality Table" is the table based on the mortality
rates in Revenue Ruling 95-6 or such other table as the Secretary of the
Treasury may later prescribe.
1.03 AVERAGE MONTHLY COMPENSATION
A Participant's Average Monthly Compensation, as of a given date, is
determined by dividing the total Compensation he received during the five (5)
consecutive calendar years for which his Compensation was highest by the
number of months during such period for which he received Compensation. No
fractional calendar years resulting from a Participant's date of employment or
date of termination will be taken into account.
1.04 BENEFICIARY
Beneficiary is the person, persons, trust or other entity designated to
receive any amount payable upon the death of a Participant.
1.05 BOARD OF DIRECTORS
Board of Directors means the Board of Directors of the Corporation.
1.06 CHANGE IN CONTROL
Change in Control means the occurrence of any of the following:
(a) The consummation of:
(1) Any consolidation, amalgamation or merger of Parent in which
Parent is not the continuing or surviving corporation or pursuant to which
shares of Parent's common stock would be converted into cash, securities or
other property, other than a merger of Parent in which the holders of Parent's
common stock immediately prior to the merger have the same proportionate
ownership of common stock of the surviving corporation immediately after the
merger, or
(2) Any sale, lease, exchange or other transfer (excluding
transfer by way of hypothecation), in one transaction or a series of related
transactions, of all, or substantially all, of the assets of Parent ;
(b) The shareholders of Parent approve any plan or proposal for the
liquidation or dissolution of Parent,
(c) Any "person" (as such term is defined in Section 3(a)(9) or
Section 13(d)(3) under the Securities Exchange Act of 1934) or any "group" (as
such term is used in Rule 13d-5 promulgated under the Securities Exchange Act
of 1934), other than Parent or any successor of Parent or any subsidiary of
Parent or any employee benefit plan of Parent or any subsidiary (including
such plan's trustee), becomes, without the prior approval of the Directors of
Parent, a beneficial owner for purposes of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, directly or indirectly, of securities of
Parent representing 25% or more of Parent's then outstanding securities having
the right to vote in the election of Directors of Parent, or
(d) During any period of two consecutive years, individuals who, at
the beginning of such period constituted the entire Board of Directors of
Parent, cease for any reason (other than death) to constitute a majority of
the Directors of Parent, unless the election, or the nomination for election,
by Parent's shareholders, of each new Director of Parent was approved by a
vote of at least two-thirds of the Directors of Parent then still in office
who were Directors of Parent at the beginning of the period.
1.07 COMPENSATION
Compensation means the base salary paid by a Participating Employer to an
Eligible Employee during the Plan Year, excluding any bonuses, commissions,
expense allowances, overtime, severance pay, overrides, royalties, or other
extraordinary compensation.
Compensation also includes any amounts of base salary which are not
otherwise includable in the gross income of an Eligible Employee due to (i)
Code Section 125, 402(a)(8), 402(h) or 403(b), (ii) any other voluntary
deferred compensation election by the Eligible Employee or (iii) other similar
amounts as determined from time to time by the SERP Administrative Committee.
1.08 CORPORATION
Corporation means Triton Exploration Services, Inc.
1.09 EFFECTIVE DATE
The Effective Date of the Plan is September 1, 1990. The Plan was most
recently amended and restated effective October 1, 1995. The Effective Date
of the amendments of the Plan effected by this restatement of the Plan is
January 1, 1998.
1.10 ELIGIBLE EMPLOYEE
Eligible Employees are those employees of each Participating Employer who
are officers and key management personnel and who are selected by the Board of
Directors to be eligible to participate in the Plan.
1.11 EMPLOYMENT COMMENCEMENT DATE
The date on which an Eligible Employee first performs an Hour of Service
for a Participating Employer is his Employment Commencement Date.
1.12 MONTHLY SOCIAL SECURITY BENEFIT
Monthly Social Security Benefit means the amount of monthly benefits
which an Eligible Employee would be entitled to receive as his "primary
insurance amount" determined under the provisions of the Social Security Act
as in effect on the January lst coincident with or immediately preceding the
earlier of (a) his date of retirement or termination or (b) his Normal
Retirement Date. Such amount will be determined assuming (a) that he has made
or will make appropriate application for such benefit, (b) that no event
occurs to delay or forfeit any part of such benefit, (c) that if he dies or
retires (except for Disability Retirement) before his Normal Retirement Date,
he will continue to receive until his Normal Retirement Date, remuneration
(which would be treated as taxable wages for purposes of the Social Security
Act) at the same rate as at the time of retirement or death, and
(d) that if he retires under the Plan on account of Disability, his Monthly
Social Security Benefit, as herein defined, will be the benefit payable if
his Social Security disability insurance benefit were to be approved at the
same time as his Disability Retirement Benefit. As used in this Section, the
term "primary insurance amount" has the meaning ascribed to it in the
federal Social Security Act, as amended, and in effect on the affected
Participant's date of retirement, death, severance, or Normal
Retirement Date, as the case may be.
A Participant's Monthly Social Security Benefit will be determined based
upon estimated compensation histories in accordance with the rules in this
paragraph. The pre-separation or pre-retirement compensation history is
estimated by applying a salary scale, projected backwards, to the
Participant's compensation (as defined in Section 3.03 of Revenue Ruling
71-446) at separation or retirement. The salary scale represents the actual
change in the average wages from year to year as used by the Social Security
Administration to determine earnings index factors for Social Security Average
Indexed Monthly Earnings.
The determination of the amount of a Participant's Monthly Social
Security Benefit will be made by the SERP Administrative Committee.
1.13 HOUR OF SERVICE
An Hour of Service is each hour for which a Participant is paid, or
entitled to payment, for the performance of duties for a Participating
Employer.
1.14 NORMAL RETIREMENT DATE
A Participant's Normal Retirement Date is the first day of the month that
coincides with or next follows the date on which the Participant retires after
satisfying the following conditions:
(a) Attainment of age 60, and
(b) Completion of 10 Years of Service.
1.15 PARENT
The term "Parent" means Triton Energy Limited, a Cayman Islands company.
1.16 PARTICIPANT
The term "Participant" means an Eligible Employee or former Eligible
Employee who is participating in the Plan and who is or who may become
eligible to receive a benefit of any type from the Plan or whose Beneficiary
may be eligible to receive any such benefit.
1.17 PARTICIPATING EMPLOYER
The term "Participating Employer" means the Corporation and any other
subsidiary of the Parent that has adopted the Plan for the benefit of its
Eligible Employees with the written consent of the SERP Administrative
Committee.
1.18 PENSION PLAN OFFSET
Pension Plan Offset means the monthly amount of retirement income
commencing at age 65 which is payable to a Participant under the Triton
Exploration Services, Inc. Retirement Income Plan. For married Participants,
such benefit will be in the form of a 50% joint and survivor annuity, and for
a single Participant, in the form of a life only benefit as determined in
accordance with the assumptions and methods set forth in the Triton
Exploration Services, Inc. Retirement Income Plan.
1.19 PLAN YEAR
Plan Year means the fiscal year of the Corporation.
1.20 SERP ADMINISTRATIVE COMMITTEE
The SERP Administrative Committee will mean the person or persons
appointed by the Board of Directors to administer the Plan in accordance with
Article 4.
1.21 YEARS OF SERVICE
Years of Service are based upon an Eligible Employee's elapsed time of
employment during which the Eligible Employee is entitled to receive
Compensation. A Year of Service (including a fraction thereof) will be
credited for each completed 365 days of such elapsed time which need not be
consecutive. Years of Service with any subsidiaries or other affiliates of
the Corporation will be recognized if so approved by the Board of Directors.
ARTICLE 2
PARTICIPATION
2.01 PARTICIPATION
The Board of Directors will, from time-to-time, select those officers and
key management personnel of the Participating Employers to be Eligible
Employees.
ARTICLE 3
RETIREMENT BENEFITS
3.01 NORMAL RETIREMENT
Subject to provisions of Section 5.03, a Participant who retires on his
Normal Retirement Date will begin to receive the Normal Retirement Benefit to
which he is entitled.
(A) NORMAL RETIREMENT BENEFIT
A Participant's Normal Retirement Benefit is the monthly pension
benefit commencing on his Normal Retirement Date payable in the Normal Benefit
Form in an amount equal to:
(1) 50% of his Average Monthly Compensation, minus
(2) The sum of (a) his Monthly Social Security Benefit plus (b)
his Pension Plan Offset.
In addition, the amount of a Participant's Normal Retirement Benefit
shall be reduced by the sum of (a) the Participant's monthly retirement
benefit determined under any applicable national pension system of countries
other than the United States and (b) any monthly retirement benefit that may
be provided to the Participant by an Employer outside of the United States.
The SERP Administrative Committee shall apply procedures similar to those for
determining the amount of the Participant's Monthly Social Security Benefit
and Pension Plan Offset for purposes of computing the amount of reductions in
this paragraph.
The amount of the Normal Retirement Benefit which is payable in any
month up to and including the month in which the Participant attains (or, if
deceased, would have attained) age 62 shall be determined without regard to
the reduction for the Monthly Social Security Benefit. The SERP Administrative
Committee shall apply a procedure similar to this with regard to national
pension system benefits outside the United States.
(B) NORMAL BENEFIT FORM
20 Years Certain - Monthly pension benefit payable for a period of
20 years.
3.02 EARLY RETIREMENT
Subject to the provisions of Section 5.03, a Participant may retire and
elect, in accordance with the provisions of Section 3.06, to begin receiving
monthly pension benefits as of the first day of any month that coincides with
or next follows the date upon which he satisfies the following requirements:
(a) Attainment of age 55; and
(b) Completion of five Years of Service.
A Participant who elects to begin receiving a monthly pension benefit
prior to his Normal Retirement Date will receive an amount equal to his
Accrued Retirement Benefit, reduced by .833% for each month by which the
benefit commencement date precedes the Participant's Normal Retirement Date.
Such monthly pension benefit will be paid in equal monthly installments
for a period of 20 years.
3.03 OTHER SEVERANCE OF EMPLOYMENT
Subject to the provisions of Section 5.03, a Participant who terminates
employment with all Employers for any reason (other than death) prior to the
completion of five Years of Service will be entitled to receive a monthly
pension benefit equal to his Accrued Retirement Benefit. Such monthly pension
benefit will begin on the first day of the month that coincides with or next
follows the later of the Participant's attainment of age 60 or the
Participant's last day of employment with all Employers and will be paid in
equal monthly installments for a period of 20 years.
3.04 PRE-RETIREMENT DEATH BENEFIT
Subject to the provisions of Section 5.03, if a Participant dies before
terminating employment, the Participant's designated Beneficiary will be
entitled to receive a monthly pension benefit which will commence on the first
day of the month following the Participant's date of death and will be paid in
equal monthly installments for a period of 20 years.
The amount of the monthly pension benefit will equal the Participant's
Accrued Retirement Benefit, reduced by .833% for each month by which the
benefit commencement date precedes the Participant's Normal Retirement Date.
No additional reduction will be made for a benefit commencement date which
precedes the Participant's Normal Retirement Date by more than five years.
3.05 REEMPLOYMENT
If a Participant (a) terminates employment, (b) receives a distribution
of all or a portion of his Accrued Retirement Benefit and (c) is later
reemployed, the Participant's Normal Retirement Benefit (and therefore his
Accrued Retirement Benefit) will be reduced by the Actuarial Equivalent value
of the benefit which was previously distributed. The Actuarial Equivalent
value for purposes of this Article will be determined based on the assumptions
used at the time of the previous distribution.
3.06 PARTICIPANT ELECTIONS
(A) FORM OF ELECTION
A Participant may make an election under this Section 3.06 at any time by
filing a completed benefit election form with the SERP Administrative
Committee. Any such benefit election form will be deemed valid (and will
therefore supersede a previously valid benefit election form) only if it is
executed and filed at least 24 months prior to the Participant's last day of
employment with all Employers.
The monthly pension benefit for a Participant who terminates employment
without a valid benefit election form will commence as of the first day of the
month that coincides with or next follows the later of the Participant's
attainment of age 60 or the Participant's last day of employment with all
Employers and will be paid in equal monthly installments for a period of 20
years.
(B) EARLY COMMENCEMENT OF BENEFITS
A Participant may elect for the commencement of monthly pension benefits
prior to his Normal Retirement Date under the provisions of Section 3.02. If a
Participant elects a benefit commencement date which precedes his attainment
of age 60 but does not complete five Years of Service, his monthly pension
benefit will commence in accordance with the provisions of Section 3.03.
(C) OPTIONAL BENEFIT FORMS
A Participant (or, upon the Participant's death, the Participant's
Beneficiary) may elect to receive his benefit under any of the following forms
of benefit distribution. The optional benefit forms are equal to the
Actuarial Equivalent of the Normal Benefit Form and may be in an amount more
than or less than that provided by the Normal Benefit Form depending on the
option selected. Such distribution may be in one or more of the following
forms:
(1) Lifetime Pension - monthly pension benefit payable during the
lifetime of the Participant.
(2) Joint & 50% Contingent Survivor Pension - monthly pension benefit
payable during the joint lifetime of the Participant and the Participant's
spouse; reduces to 50% of the original amount upon the death of the
Participant.
(3) Joint & 75% Contingent Survivor Pension - monthly pension benefit
payable during the joint lifetime of the Participant and the Participant's
spouse; reduces to 75% of the original amount upon the death of the
Participant.
(4) Joint & Survivor Pension - monthly pension benefit payable for as
long as either the Participant or the Participant's spouse is alive.
ARTICLE 4
ADMINISTRATION
4.01 SERP ADMINISTRATIVE COMMITTEE
(a) The Board of Directors will appoint a SERP Administrative
Committee consisting of one or more persons and may increase or decrease the
number of persons serving on the SERP Administrative Committee at any time and
from time to time. Any member of the SERP Administrative Committee may resign
upon ten days prior written notice to the Board of Directors. Unless
expressly provided to the contrary in writing, each member of the SERP
Administrative Committee will be deemed to resign upon his termination of
employment with the Participating Employers. The Board of Directors may
remove any such member at any time by notifying such person in writing and may
appoint a successor.
(b) The SERP Administrative Committee will be responsible for the
management, operation and administration of the Plan. The SERP Administrative
Committee will have all powers necessary to administer the Plan in accordance
with its terms. The SERP Administrative Committee will have the power,
exercisable in its sole and absolute discretion, to construe the Plan and
determine all questions that may arise thereunder and to establish rules,
forms and procedures for the administration of the Plan. In addition, the
SERP Administrative Committee will establish and maintain a claims procedure
similar to that set forth in Section 503 of the Employee Retirement Income
Security Act of 1974 and the regulations thereunder.
(c) The SERP Administrative Committee may engage or appoint such
assistants or representatives as it deems necessary for the effective exercise
of its duties in administering the Plan. The SERP Administrative Committee
may delegate to such assistants and representatives any powers and duties,
both ministerial and discretionary, as may be necessary or advisable. The
SERP Administrative Committee also may engage accountants, actuaries,
attorneys, and such other personnel as it deems necessary or advisable.
(d) All actions of the SERP Administrative Committee will require the
consent of a majority of the then members of the SERP Administrative
Committee. All actions taken by the SERP Administrative Committee will be
final, conclusive and binding on all parties.
(e) In the event the SERP Administrative Committee exercises any
discretionary authority under the Plan with respect to a Participant who is a
member of the SERP Administrative Committee, such discretionary authority will
be exercised solely and exclusively by those members of the SERP
Administrative Committee other than the Participant. In the event the
remaining members of the SERP Administrative Committee cannot reach a majority
conclusion, or, if such Participant is the sole member of the SERP
Administrative Committee, the Board of Directors of the Corporation will
appoint a temporary substitute SERP Administrative Committee member to
exercise all the powers of a qualified SERP Administrative Committee member
concerning the matter in which such Participant cannot so act or for which
there is a deadlock.
4.02 COSTS AND EXPENSES
All costs and expenses with respect to the adoption, implementation,
interpretation, and administration of the Plan will be borne by the
Corporation.
4.03 LIABILITY OF SERP ADMINISTRATIVE COMMITTEE
Unless resulting from his own fraud or willful misconduct, no member of
the SERP Administrative Committee will be liable for any loss arising out of
any action taken or failure to act by the SERP Administrative Committee or a
member thereof in connection with this Plan. The SERP Administrative
Committee and any individual member of the SERP Administrative Committee and
any agent thereof will be fully protected in relying upon the advice of
professional consultants or advisers employed by the Corporation or the SERP
Administrative Committee.
4.04 INDEMNIFICATION
Each Participating Employer jointly and severally indemnifies and agrees
to hold harmless the members of the SERP Administrative Committee and all
directors, officers and employees of the Participating Employers against any
loss, claim, cost, expense (including attorneys' fees), judgment or liability
arising out of any action taken or failure to act by the SERP Administrative
Committee or such individual in connection with this Plan; provided, however,
that this indemnity will not apply to an individual if such loss, claim, cost,
expense, judgment, or liability is due to such individual's fraud or willful
misconduct.
ARTICLE 5
OTHER PROVISIONS
5.01 CONSTRUCTION
This Plan will be construed in accordance with and governed by the laws
of the State of Texas. Words used in the singular will include the plural,
the masculine gender will include the feminine, and vice versa, whenever
appropriate.
5.02 BENEFIT UPON CHANGE IN CONTROL
(a) Acceleration of Accrual. In the event of a Change in Control,
notwithstanding any other provision in the Plan to the contrary, the Normal
Retirement Benefits of those Participants who are employed by a
Participating Employer on the date of the Change in Control will become fully
accrued notwithstanding the accrual schedule in Section 1.01.
(b) Form of Payment. The benefits payable to a Participant under
Article 3 will be distributed to the Participant in a single lump sum payment
in cash within thirty (30) days after the date of the Change in Control. Such
single lump sum payment will be the Actuarial Equivalent of each Participant's
Normal Retirement Benefit and will be based upon the greater of the
Participant's actual Years of Service prior to the Change in Control or 10
Years of Service.
(c) Additional Benefit. The amount of such single lump sum payment
shall be increased by an additional amount in cash (the "Gross Up Payment")
such that the net amount retained by the Participant, after reduction for
federal, state, and local tax and any applicable payroll tax will be equal to
the amount of the lump sum payment determined without regard to any such taxes
that may be assessed with respect to such single lump sum payment. For
purposes of determining the amount of the Gross Up Payment, the Participant
will be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation for the calendar year in which the single lump sum
payment is made and state and local income taxes at the highest marginal rates
of taxation in the state and locality of the Participant's residence on the
date the single lump sum payment is made, net of the maximum reduction in
federal income taxes that could be obtained from deduction of such state and
local taxes.
(d) Failure to Make Timely Payment. If the Participating Employer
fails to make such single lump sum payment and Gross Up Payment to the
Participant within thirty (30) day after the Change in Control, the total
amount shall bear interest at the maximum nonusurious rate allowed by law from
the date of the Change in Control until paid.
(e) Assumptions and Methods to Determine Benefits. On or after the
occurrence of a Change in Control, the assumptions and methods used to
determine the Accrued Benefit, any optional benefit, lump-sum distribution or
gross-up may not be changed in any manner that reduces the value of the
benefit, distribution or gross-up.
5.03 FORFEITURE OF BENEFITS UNDER THE PLAN
(a) Notwithstanding any other provisions of this Plan, in the event
any Participant's employment with a Participating Employer is terminated for
cause (as herein defined), such Participant or his Beneficiary will not be
entitled to receive any benefits under this Plan.
(b) Termination for cause as used in Section 5.03 above will mean
termination of employment for:
(1) Proven or admitted dishonest acts against any Employer which
substantially injures any Employer or the Participant's fellow employees; or
(2) Conviction for a felony or crime of moral turpitude.
(c) In the event any Participant terminates employment with all
Employers for any reason, neither such Participant nor his Beneficiary will be
entitled to receive any further benefits under this Plan if, at any time
within the two-year period following such termination, such Participant:
(1) Communicates or divulges, to or for the benefit of any
competitor or rival of the Employers, any of the trade secrets or advertising
processes used by any Employer;
(2) Reveals, divulges or makes known, directly or indirectly, to
any person or entity, the name or any other information concerning any client,
customer or account of any Employer, or any details concerning the
relationship between any Employer and such clients, customers and accounts; or
(3) Reveals, divulges or makes known, directly or indirectly, to
any person or entity any information concerning any prospective client,
customer or account of any Employer, or any details concerning the
relationship between any Employer and any such prospective clients, customers
and accounts which would interfere with such relationship.
For purposes of this Section 5.03(c), the term "prospective
client" will mean any individual, association, firm, corporation,
organization, or other entity whose business has been solicited by any
Employer at any time within one (1) year preceding the Participant's date of
employment termination.
5.04 SOURCE OF PAYMENT OF BENEFITS
The Participating Employers and Parent will be jointly and severally
liable for all benefits owing under this Plan, out of their general assets for
Participants, and no Participant or Beneficiary will have any claim or right
to any particular assets of the Participating Employers or Parent as a result
of participation in this Plan. Each Participant is a general unsecured
creditor of the Participating Employers and parent with no greater rights
than any other general unsecured creditor of the Participating Employers or
Parent. The Plan is totally unfunded and represents only the Participating
Employers' and Parent's unsecured promise to pay benefits as provided
hereunder. The Participating Employers or Parent may, but will not be
obligated to, purchase one or more life insurance or annuity policies or
contracts for the purpose of providing for their obligations hereunder. Any
such policies or contracts, if so purchased, will name the Participating
Employers or Parent as beneficiaries and sole owners, with all incidents of
ownership therein, including (but not limited to) the right to cash and loan
values, dividends (if any), death benefits, and the right of termination
thereof. Any such policies or contracts that may be purchased hereunder will
remain a general unrestricted asset of the Participating Employers or Parent.
Neither the Participant nor any Beneficiary will have any rights with respect
to, or claim against, any such policy or contract, and such policy or contract
will not be deemed to be held in trust for the benefit of any Participant or
any Beneficiary.
Notwithstanding any provision of this Section 5.04 to the contrary, the
Corporation previously entered into the Triton Energy Corporation Supplemental
Executive Retirement Plan Trust Agreement, dated August 22, 1990, pursuant to
which First City, Texas--Dallas was appointed to serve as trustee. First
City, Texas--Dallas has been succeeded by Texas Commerce Bank, N.A. as trustee
of such trust. The trust is a grantor trust with respect to the Corporation.
To the extent assets have been accumulated in the trust with respect to
benefits accrued under this Plan, any payment by the trust shall be in
satisfaction of the Corporation's obligations under this Plan.
5.05 EMPLOYMENT RIGHTS OF PARTIES NOT RESTRICTED
The adoption and maintenance of this Plan will not be deemed a contract
between any Employer and any Participant. Nothing in this Plan will give any
employee or Participant the right to be retained in the employ of an Employer
or to interfere with the right of an Employer to discharge any employee or
Participant at any time, nor will it give an Employer the right to require any
employee or Participant to remain in its employ, or to interfere with any
employee's or Participant's right to terminate his employment at any time.
5.06 DESIGNATION OF BENEFICIARY
Each Participant will be given the opportunity to designate a Beneficiary
or Beneficiaries, and, from time-to-time, the Participant may file with the
SERP Administrative Committee a new or revised designation on the form
provided by the SERP Administrative Committee. If a Participant is married,
the Participant's spouse will be the Participant's designated Beneficiary
unless the Participant designates another person or entity as his Beneficiary.
If a Participant dies without designating a Beneficiary, or if the
Participant is predeceased by all designated Beneficiaries, the SERP
Administrative Committee will distribute to the Participant's estate the
Actuarial Equivalent lump sum value in cash of all benefits that are payable
in the event of the Participant's death.
5.07 AMENDMENT OR TERMINATION OF THE PLAN
The Plan may be altered, amended, suspended, or terminated in whole or in
part, at any time and from time-to-time, by the Board of Directors, in its
sole discretion; however, no such action will reduce any Participant's Accrued
Retirement Benefit nor will such action adversely affect or alter the Accrued
Retirement Benefit or any right or obligation with respect to any Participant
who has terminated, retired or died and who has become entitled to or has
commenced to receive benefits hereunder.
5.08 ALIENATION
No person entitled to any benefit under this Plan will have any right to
sell, assign, transfer, hypothecate, encumber, commute, pledge, anticipate, or
otherwise dispose of his interest in the benefit, and any attempt to do so
will be void. No benefit under this Plan will be subject to any legal
process, levy, execution, attachment, or garnishment for the payment of any
claim against such person.
5.09 DISTRIBUTION IN THE EVENT PARTICIPATION IS DISALLOWED
Notwithstanding any provision in this Plan to the contrary, in the event
the SERP Administrative Committee, in its sole discretion, determines that the
participation of any Participant in this Plan may cause this Plan to fail to
be exempt from the requirements of Parts 2, 3, and 4 of Subtitle B of Title I
of ERISA as an unfunded plan of deferred compensation for a select group of
management or highly compensated employees, such Participant will cease to be
a Participant in this Plan as of the date such determination is made by the
SERP Administrative Committee, and as soon as administratively practicable the
single sum value of the benefit that he has accrued as of the date of such
determination under this Plan will be paid to such Participant (or to his
beneficiary or beneficiaries in the event of his death) in a single cash
payment in lieu of and in full satisfaction of all of his rights and interests
under this Plan. Such single sum value will be computed using the Actuarial
Equivalent of the Participant's Accrued Retirement Benefit.
5.10 BINDING ON PARTICIPATING EMPLOYERS, EMPLOYEES, AND THEIR SUCCESSORS
This Plan will be binding upon and inure to the benefit of the
Participating Employers , their successors and assigns, and the Participant
and his heirs, executors, administrators, and duly appointed legal
representatives.
IN WITNESS WHEREOF, this instrument has been executed by the duly
authorized and empowered officer of the Corporation, this 13th day of January,
1998 but effective as of the 1st day of January, 1998.
Triton Exploration Services, Inc.
By: ___________________________
Robert B. Holland, III
Sr. Vice President and Secretary