Elective Deferral Plan - Halliburton Co.
HALLIBURTON ELECTIVE DEFERRAL PLAN
As Amended and Restated
Effective May 1, 2002
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TABLE OF CONTENTS
ARTICLE PAGE
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I. Definitions and Construction .................................... 1
1.1 Definitions............................................. 1
1.2 Number and Gender....................................... 3
1.3 Headings................................................ 3
II. Participation ................................................... 4
2.1 Participation........................................... 4
2.2 Cessation of Active Participation....................... 4
III. Account Credits; Investment Elections............................ 4
3.1 Base Salary Deferrals................................... 4
3.2 Bonus Compensation Deferrals............................ 5
3.3 Long-Term Incentive Compensation Deferrals.............. 5
3.4 Investment of Accounts.................................. 6
IV. Withdrawals ..................................................... 7
4.1 Emergency Withdrawals................................... 7
4.2 Non-Emergency Withdrawals............................... 7
V. Payment of Benefits ............................................. 8
5.1 Payment Election Generally.............................. 8
5.2 Time of Benefit Payment................................. 8
5.3 Form of Benefit Payment................................. 8
5.4 Total and Permanent Disability.......................... 9
5.5 Death................................................... 9
5.6 Designation of Beneficiaries............................ 9
5.7 Other Termination of Employment......................... 10
5.8 Change in the Company's Credit Rating................... 10
5.9 Payment of Benefits..................................... 10
5.10 Unclaimed Benefits...................................... 10
5.11 No Acceleration of Bonus or Long-Term Incentive Compensation...... 10
(i)
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VI. Administration of the Plan....................................... 11
6.1 Committee Powers and Duties............................. 11
6.2 Self-Interest of Participants........................... 11
6.3 Claims Review........................................... 12
6.4 Employer to Supply Information.......................... 12
6.5 Indemnity............................................... 12
VII. Administration of Funds.......................................... 13
7.1 Payment of Expenses..................................... 13
7.2 Trust Fund Property..................................... 13
VIII. Nature of the Plan............................................... 13
IX. Participating Employers ......................................... 14
X. Miscellaneous ................................................... 14
10.1 Not Contract of Employment............................. 14
10.2 Alienation of Interest Forbidden....................... 14
10.3 Withholding............................................ 15
10.4 Amendment and Termination.............................. 15
10.5 Severability........................................... 15
10.6 Governing Laws......................................... 15
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(ii)
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HALLIBURTON ELECTIVE DEFERRAL PLAN
W I T N E S S E T H:
WHEREAS, Halliburton Company (the "Company"), desiring to aid certain
of its employees in making more adequate provision for their retirement, has
decided to adopt the following Halliburton Elective Deferral Plan (the "Plan");
and
WHEREAS, the Plan has been amended in several respects, and the Company
desires to restate the Plan to include all prior amendments;
NOW THEREFORE, the Plan is hereby restated to read as follows,
effective as of May 1, 2002:
I.
Definitions and Construction
1.1 Definitions. Where the following words and phrases appear in the
Plan, they shall have the respective meanings set forth below, unless their
context clearly indicates to the contrary.
(1) Account: A memorandum bookkeeping account established on the records of
the Employer for a Participant that is credited with specified
deferrals and the Credited Investment Return determined in accordance
with Section 3.4(e) of the Plan. As of any determination date, a
Participant's benefit under the Plan shall be equal to the amount
credited to his or her Account as of such date. A Participant shall
have a 100% nonforfeitable interest in his or her Account at all times.
(2) Act: The Employee Retirement Income Security Act of 1974, as amended.
(3) Affiliate: Any entity of which an aggregate of 50% or more of the
ownership interest is owned of record or beneficially, directly or
indirectly, by the Company or any other Affiliate.
(4) Base Salary: The base rate of cash compensation paid by the Employer to
or for the benefit of a Participant for services rendered or labor
performed while a Participant, including base pay a Participant could
have received in cash in lieu of (a) deferrals pursuant to Section 3.1
and (b) contributions made on his or her behalf to any qualified plan
maintained by the Employer or to any cafeteria plan under section 125
of the Code maintained by the Employer.
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(5) Bonus Compensation: With respect to any Participant for a Plan Year,
remuneration based on calendar year performance under an annual
incentive compensation plan maintained by the Employer that is payable
to the Participant in cash.
(6) Credited Investment Return: The hypothetical gain or loss credited
to a Participant's Account pursuant to the applicable provisions of
Section 3.4(e) hereof.
(7) Code: The Internal Revenue Code of 1986, as amended.
(8) Compensation Committee: The Compensation Committee of the Directors.
(9) Committee: The administrative committee appointed by the Compensation
Committee to administer the Plan.
(10) Company: Halliburton Company.
(11) Deemed Investment Elections: The investment elections described in
Section 3.4 hereof.
(12) Deferral and Investment Election Form: The form or procedure prescribed
by the Committee pursuant to which a Participant elects for a
particular Plan Year (a) the deferral of a portion of his or her Base
Salary, Bonus Compensation and/or Long-Term Incentive Compensation, and
(b) one or more Deemed Investment Options into which amounts to be
allocated to his or her Account in respect of such deferrals for such
Plan Year will be deemed invested.
(13) Determination Date: The date on which the amount of a Participant's
Account is determined as provided in Section 3.4 hereof. The last day
of each month shall be a Determination Date.
(14) Directors: The Board of Directors of the Company.
(15) Eligible Employee: Any Employee who is (a) a permanent Full-Time Active
Employee, (b) paid in United States dollars and subject to the income
tax laws of the United States, and (c) an officer or member of a select
group of highly compensated employees of the Employer.
(16) Employee: Any person employed by the Employer.
(17) Employer: The Company and each eligible organization designated as an
Employer in accordance with the provisions of Article IX of the Plan.
(18) Full-Time Active Employee: An Employee whose employment with the
Employer requires, and who regularly and actively performs, 30 or more
hours of service for the Employer each week at a usual place of
business of the Employer or at a location to which such Employee is
required or permitted to travel on behalf of the Employer for which
such Employee is paid regular compensation.
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(19) Investment Election Change Form: The form or procedure prescribed by
the Committee pursuant to which a Participant may make changes to his
or her Deemed Investment Elections applicable to future allocations to
his or her Account and/or to his or her current Account balance.
(20) Investment Options: One or more alternatives designated from time to
time by the Committee for purposes of crediting earnings or losses to
Accounts.
(21) Long-Term Incentive Compensation: Awards earned under the Company's
Performance Unit Program and such other plans or programs as the
Compensation Committee may, from time to time, designate that are
payable in cash.
(22) Participant: Each individual who has been selected for participation
in the Plan and who has become a Participant pursuant to Article II.
(23) Plan: The Halliburton Elective Deferral Plan, as amended from time to
time.
(24) Plan Year: The twelve consecutive month period commencing January 1 of
each year.
(25) Retirement: The date the Participant retires in accordance with the
terms of his or her Employer's retirement policy as in effect at that
time.
(26) Trust: The trust, if any, established under the Trust Agreement.
(27) Trust Agreement: The agreement, if any, entered into between the
Employer and the Trustee pursuant to Article VIII.
(28) Trust Fund: The funds and properties, if any, held pursuant to the
provisions of the Trust Agreement, together with all income, profits
and increments thereto.
(29) Trustee: The trustee or trustees appointed by the Committee who are
qualified and acting under the Trust Agreement at any time.
(30) Unforeseeable Emergency: A severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the
Participant or of a dependent (as defined in section 152(a) of the
Code) of the Participant, loss of the Participant's property due to
casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant.
1.2 Number and Gender. Wherever appropriate herein, words used in the
singular shall be considered to include the plural and words used in the plural
shall be considered to include the singular. The masculine gender, where
appearing in the Plan, shall be deemed to include the feminine gender.
1.3 Headings. The headings of Articles and Sections herein are included
solely for convenience, and if there is any conflict between such headings and
the text of the Plan, the text shall control.
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II.
Participation
2.1 Participation. Participants in the Plan are those Eligible
Employees who are selected by the Committee, in its sole discretion, as
Participants. The Committee shall notify each Participant of his or her
selection as a Participant. Subject to the provisions of Section 2.2, a
Participant shall remain eligible to defer Base Salary and/or Bonus Compensation
hereunder for each Plan Year following his or her initial year of participation
in the Plan.
2.2 Cessation of Active Participation. Notwithstanding any provision
herein to the contrary, an individual who has become a Participant in the Plan
shall cease to be entitled to defer Base Salary and/or Bonus Compensation
hereunder effective as of the date he or she ceases to be an Eligible Employee
or any earlier date designated by the Committee. Any such Committee action shall
be communicated to the affected individual prior to the effective date of such
action.
III.
Account Credits; Investment Elections
3.1 Base Salary Deferrals.
(a) Any Participant may elect to defer receipt of an integral
percentage of from 5% to 75% of his or her Base Salary, in 5% increments, for
any Plan Year. A Participant's election to defer receipt of a percentage of his
or her Base Salary for any Plan Year shall be made on or before the last day of
the preceding Plan Year. Notwithstanding the foregoing, if an individual
initially becomes a Participant other than on the first day of a Plan Year, such
Participant's election to defer receipt of a percentage of his or her Base
Salary for such Plan Year may be made no later than 30 days after he or she
becomes a Participant, but such election shall be prospective only. The
reduction in a Participant's Base Salary pursuant to his or her election shall
be effected by Base Salary reductions as of each payroll period within the
election period. Base Salary for a Plan Year not deferred by a Participant
pursuant to this Paragraph (a) shall be received by such Participant in cash,
except as provided by any other plan maintained by the Employer. Deferrals of
Base Salary under this Plan shall be made before elective deferrals or
contributions of Base Salary under any other plan maintained by the Employer.
Base Salary deferrals made by a Participant shall be credited to such
Participant's Account as of the date the Base Salary deferred would have been
received by such Participant in cash had no deferral been made pursuant to this
Section. Except as provided in Paragraph (b) of this Section and Section 5.8,
deferral elections for a Plan Year pursuant to this Section shall be
irrevocable.
(b) A Participant shall be permitted to revoke his or her election to
defer receipt of his or her Base Salary for any Plan Year in the event of an
Unforeseeable Emergency, as determined by the Committee in its sole discretion.
For purposes of the Plan, the decision of the Committee regarding the existence
or nonexistence of an Unforeseeable Emergency of a Participant shall be final
and binding. Further, the Committee shall have the authority to require a
Participant to provide such proof as it deems necessary to establish the
existence and significant nature of the Participant's Unforeseeable Emergency. A
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Participant who is permitted to revoke his or her Base Salary deferral election
during a Plan Year shall not be permitted to resume Base Salary deferrals under
the Plan until the next following Plan Year.
3.2 Bonus Compensation Deferrals. Any Participant may elect to defer
receipt of an integral percentage of from 5% to 75% of his or her Bonus
Compensation, in 5% increments, for any Plan Year. A Participant's election to
defer receipt of a percentage of his or her Bonus Compensation for any Plan Year
shall be made on or before the last day of the preceding Plan Year.
Notwithstanding the foregoing, if any individual initially becomes a Participant
other than on the first day of a Plan Year, such Participant's election to defer
receipt of a percentage of his or her Bonus Compensation for such Plan Year may
be made no later than 30 days after he or she becomes a Participant, but such
election shall apply only to a pro rata portion of his or her Bonus Compensation
for such Plan Year based upon the number of complete months remaining in such
Plan Year divided by twelve. If Bonus Compensation for a Plan Year is payable in
more than one future Plan Year under the applicable bonus plan, a Participant
shall make a separate election under this Section with respect to such Bonus
Compensation for each Plan Year in which such Bonus Compensation is payable.
Bonus Compensation for a Plan Year not deferred by a Participant pursuant to
this Section shall be received by such Participant except as provided by any
other plan maintained by the Employer. Deferrals of Bonus Compensation under
this Plan shall be made before elective deferrals or contributions of Bonus
Compensation under any other plan maintained by the Employer. Bonus Compensation
deferrals made by a Participant shall be credited to such Participant's Account
as of the date the Bonus Compensation deferred would have been received by such
Participant had no deferral been made pursuant to this Section 3.2. Except as
provided in Section 5.8, deferral elections for a Plan Year pursuant to this
Section shall be irrevocable.
3.3 Long-Term Incentive Compensation Deferrals. Any Participant may
elect to defer receipt of an integral percentage of from 5% to 75% of his or her
Long-Term Incentive Compensation, in 5% increments, payable in any Plan Year. A
Participant's election to defer a receipt of a percentage of his or her
Long-Term Incentive Compensation payable with respect to any performance cycle
shall be made on or before the last day of the preceding Plan Year prior to the
beginning of such performance cycle. Notwithstanding the foregoing, (i) a
Participant's election to defer receipt of a percentage of his or her Long-Term
Incentive Compensation for the performance cycle beginning January 1, 2001, may
be made on or before the last day of December 2001, but such election shall
apply only to a pro rata portion of his or her Long-Term Incentive Compensation
for such performance cycle based on the number of complete months remaining in
such performance cycle, and (ii) if an individual initially becomes a
Participant other than on the first day of a Plan Year or initially becomes
eligible to receive Long-Term Incentive Compensation after the beginning of a
performance cycle, such Participant's election to defer a percentage of his or
her Long-Term Incentive Compensation for a performance cycle may be made no
later than 30 days after he or she either becomes a Participant or becomes
eligible to receive Long-Term Incentive Compensation, whichever is the later to
occur, but such election shall apply only to a pro rata portion of his or her
Long-Term Incentive Compensation for the relevant performance cycle based upon
the number of complete months remaining in such performance cycle divided by 36.
Long-Term Incentive Compensation for a performance cycle not deferred by a
Participant pursuant to this Section shall be received by such Participant
except as provided by any other plan maintained by the Employer. Long-Term
Incentive Compensation deferrals made by a Participant shall be credited to such
Participant's Account as of the date the Long-Term Incentive Compensation
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deferred would have been received by such Participant had no deferral been made
pursuant to this Section 3.3. Except as provided in Section 5.8, deferral
elections pursuant to this Section shall be irrevocable.
3.4 Investment of Accounts.
(a) As of any Determination Date, each Participant's Account shall
consist of the balance of the Participant's Account as of the immediately
preceding Determination Date adjusted for:
(1) additional deferrals pursuant to Sections 3.1, 3.2 and/or 3.3;
(2) distributions (if any); and
(3) the appropriate Credited Investment Return.
All adjustments will be recorded to the Participants' Accounts as of each
Determination Date.
(b) The Committee shall designate from time to time one or more
Investment Options in which the Accounts may be deemed invested. The Committee
shall have the sole discretion to determine the number of Investment Options to
be designated hereunder and the nature of the Investment Options and may change
or eliminate any of the Investment Options from time to time. In the event of
such change or elimination, the Committee shall give each Participant timely
notice and opportunity to make a new election. No such change or elimination of
any Investment Options shall be considered to be an amendment to the Plan
pursuant to Section 10.4. A Participant may request that his or her Account be
allocated among the deemed Investment Options. If a Participant fails to make an
election, his or her Account shall be invested in a single fund selected by the
Committee.
(c) A Participant shall, in connection with his or her election to
defer Base Salary, Bonus Compensation and/or Long-Term Incentive Compensation
for a particular Plan Year, elect one or more Investment Options into which
amounts to be allocated to his or her Account in respect of deferrals for such
Plan Year shall be deemed invested by submitting on or before the last day of
the preceding Plan Year a Deferral and Investment Election Form in accordance
with the procedures prescribed by the Committee.
(d) A Participant may request a change to his or her Deemed Investment
Elections for future amounts allocated to his or her Account and amounts already
allocated to his or her Account. Any such change shall be made by filing with
the Committee an Investment Election Change Form. The Committee shall establish
procedures relating to changes in Deemed Investment Elections, which may include
limiting the percentage, amount and frequency of such changes and specifying the
effective date for any such changes.
(e) Each Participant's Account shall be credited monthly with the
Credited Investment Return attributable to his or her Account. The Credited
Investment Return is the amount which the Participant's Account would have
earned if the amounts credited to the Account had, in fact, been invested in
accordance with the Participant's Deemed Investment Elections.
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IV.
Withdrawals
4.1 Emergency Withdrawals. Participants shall be permitted to make
withdrawals from the Plan, without penalty, only in the event of an
Unforeseeable Emergency, as determined by the Committee in its sole discretion.
No withdrawal shall be allowed to the extent that such Unforeseeable Emergency
is or may be relieved (a) through reimbursement or compensation by insurance or
otherwise, (b) by liquidation of the Participant's assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship or
(c) by cessation of Base Salary deferrals under the Plan pursuant to Section
3.1(b). Further, the Committee shall permit a Participant to withdraw only the
amount it determines, in its sole discretion, to be reasonably needed to satisfy
the Unforeseeable Emergency.
4.2 Non-Emergency Withdrawals. A Participant may make withdrawals from
his or her Accounts at any time for reasons other than an Unforeseeable
Emergency, subject to the following:
(a) the minimum amount that may be withdrawn is $5,000;
(b) only one such withdrawal may be made during any Plan Year;
(c) the withdrawal shall be in cash in a lump sum and taken from the
Accounts and Investment Options designated by the Participant;
(d) the withdrawal must be designated in a whole percentage or a whole
dollar amount; and
(e) upon such withdrawal, a portion of the Participant's Plan balance
shall be forfeited based on the amount withdrawn from the Plan,
determined as follows:
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With Respect to the Amount Percentage of Amount
Withdrawn from the Following Withdrawn from the Percentile to be
Percentiles of the Plan Forfeited from the Plan
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First 50% 10%
Second 50% 25%
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The withdrawal amount shall be reduced to the extent necessary for the sum of
the amount of the withdrawal and the forfeiture not to exceed 100% of the
Participant's Plan. Balance.
Notwithstanding the foregoing, if such a withdrawal is made on or
within one year following a Corporate Change (as defined below), the amount of
the Participant's Accounts forfeited upon such withdrawal shall be equal to 10%
of the amount of such withdrawal. A Corporate Change means one of the following
events occurs: (i) the merger, consolidation or other reorganization of the
Company in which the outstanding common stock of the Company is converted into
or exchanged for a different class of securities of the Company, a class of
securities of any other issuer (except a direct or indirect wholly owned
subsidiary of the Company), cash or other property; (ii) the sale, lease or
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exchange of all or substantially all of the assets of the Company to any other
corporation or entity (except a direct or indirect wholly owned subsidiary of
the Company); (iii) the adoption of the stockholders of the Company of a plan of
liquidation and dissolution; (iv) the acquisition (other than any acquisition
pursuant to any other clause of this definition) by any person or entity,
including, without limitation, a "group" as contemplated by Section 13(d)(3) of
the Securities Exchange Act of 1934, of beneficial ownership, as contemplated by
such Section, of more than twenty percent (based on voting power) of the
Company's outstanding capital stock; or (v) as a result of or in connection with
a contested election of directors of the Company, the persons who were directors
of the Company before such election shall cease to constitute a majority of the
Board of Directors of the Company.
Withdrawals shall be paid as soon as reasonably practicable following
the Participant's request, which must be in such form or manner as the Company
may prescribe from time to time.
V.
Payment of Benefits
5.1 Payment Election Generally. In conjunction with each deferral
election made by a Participant pursuant to Article III for a Plan Year, such
Participant shall elect, subject to Sections 5.4, 5.5, 5.7 and 5.8, the time and
the form of payment with respect to such deferral and the Credited Investment
Returns attributable thereto. A Participant may revise his or her election
regarding the time and form of payment of deferred amounts, but such revised
election shall not be effective until one year from the date of the revised
election and shall be effective only if payment has not been made or commenced
pursuant to Section 5.2 prior to the expiration of such one-year period.
5.2 Time of Benefit Payment. With respect to each deferral election
made by a Participant pursuant to Article III, such Participant shall elect to
commence payment of such deferral and the Credited Investment Returns
attributable thereto on one of the following dates:
(a) Retirement; or
(b) A specific future month and year, but not earlier than five years
from the date of the deferral if the Participant has not attained age fifty-five
at the time of the deferral or one year from the date of the deferral if the
Participant has attained age fifty-five at the time of the deferral, and not
later than the first day of the year in which the Participant attains age
seventy.
5.3 Form of Benefit Payment. With respect to each deferral election
made by a Participant pursuant to Article III, such Participant shall elect the
form of payment with respect to such deferral and the Credited Investment
Returns attributable thereto from one of the following forms:
(a) A lump sum; or
(b) Installment payments for a period not to exceed ten years.
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Installment payments shall be paid annually on the first business day of January
of each Plan Year; provided however, that not later than sixty days prior to the
date payment is to commence, a Participant may elect to have his or her
installment payments paid quarterly on the first business day of each calendar
quarter. Each installment payment shall be determined by multiplying the
deferral and the Credited Investment Returns attributable thereto at the time of
the payment by a fraction, the numerator of which is one and the denominator of
which is the number of remaining installment payments to be made to Participant.
In the event the total amount credited to a Participant's Account does not
exceed $50,000, the Committee may, in its sole discretion, pay such amounts in a
lump sum.
5.4 Total and Permanent Disability. If a Participant becomes totally
and permanently disabled while employed by the Employer, payment of the amounts
credited to such Participant's Account shall commence on the first business day
of the second calendar quarter following the date the Committee makes a
determination that the Participant is totally and permanently disabled, in the
form of payment determined in accordance with Section 5.3. The above
notwithstanding, if such Participant is already receiving payments pursuant to
Section 5.2(b) and Section 5.3(b), such payments shall continue. For purposes of
the Plan, a Participant shall be considered totally and permanently disabled if
the Committee determines, based on a written medical opinion (unless waived by
the Committee as unnecessary), that such Participant is permanently incapable of
performing his or her job for physical or mental reasons.
5.5 Death. In the event of a Participant's death at a time when amounts
are credited to such Participant's Account, such amounts shall be paid to such
Participant's designated beneficiary or beneficiaries in five annual
installments commencing as soon as administratively feasible after such
Participant's date of death. However, the Participant's designated beneficiary
or beneficiaries may request a lump sum payment based upon hardship, and the
Committee, in its sole discretion, may approve such request.
5.6 Designation of Beneficiaries.
(a) Each Participant shall have the right to designate the beneficiary
or beneficiaries to receive payment of his or her benefit in the event of his or
her death. Each such designation shall be made by executing and submitting the
beneficiary designation form prescribed by the Committee. Any such designation
may be changed at any time by execution of a new designation in accordance with
this Section.
(b) If no such designation is on file with the Committee at the time of
the death of the Participant or such designation is not effective for any reason
as determined by the Committee, then the designated beneficiary or beneficiaries
to receive such benefit shall be as follows:
(1) If a Participant leaves a surviving spouse, his or her benefit
shall be paid to such surviving spouse.
(2) If a Participant leaves no surviving spouse, his or her
benefit shall be paid to such Participant's executor or administrator,
or to his or her heirs at law if there is no administration of such
Participant's estate.
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5.7 Other Termination of Employment. If a Participant terminates his or
her employment with the Employer before Retirement for a reason other than total
and permanent disability or death, the amounts credited to such Participant's
Account shall be paid to the Participant in a lump sum no less than thirty days
and no more than one year after the Participant's date of termination of
employment. For purposes of this Section, transfers of employment between and
among the Company and its Affiliates shall not be considered a termination of
employment.
5.8 Change in the Company's Credit Rating. If the Standard & Poor's
rating for the Company's senior indebtedness falls below BBB, the amounts
credited to Participants' Accounts shall be paid to the Participants in a lump
sum within forty-five days after the date of change of such credit rating. In
addition, all deferral elections under the Plan shall automatically be revoked
on the date of such change in credit rating and no new deferral elections shall
be made until such time as the Committee may authorize new elections.
5.9 Payment of Benefits. To the extent the Trust Fund, if any, has
sufficient assets, the Trustee shall pay benefits to Participants or their
beneficiaries, except to the extent the Employer pays the benefits directly and
provides adequate evidence of such payment to the Trustee. To the extent the
Trustee does not or cannot pay benefits out of the Trust Fund, the benefits
shall be paid by the Employer. Any benefit payments made to a Participant or for
his or her benefit pursuant to any provision of the Plan shall be debited to
such Participant's Account. All benefit payments shall be made in cash to the
fullest extent practicable.
5.10 Unclaimed Benefits. In the case of a benefit payable on behalf of
a Participant, if the Committee is unable to locate the Participant or
beneficiary to whom such benefit is payable, upon the Committee's determination
thereof, such benefit shall be forfeited to the Employer. Notwithstanding the
foregoing, if subsequent to any such forfeiture the Participant or beneficiary
to whom such benefit is payable makes a valid claim for such benefit, such
forfeited benefit shall be paid by the Employer or restored to the Plan by the
Employer.
5.11 No Acceleration of Bonus or Long-Term Incentive Compensation. The
time of payment of any Bonus Compensation or Long-Term Incentive Compensation
that the Participant has elected to defer but that has not yet been credited to
the Participant's Account because it is not yet payable without regard to the
deferral shall not be accelerated as a result of the provisions of this Article.
If, pursuant to the provisions of this Article, payment of such Bonus
Compensation or Long-Term Incentive Compensation would no longer be deferred at
the time it becomes payable, such Bonus Compensation or Long-Term Incentive
Compensation shall be paid to the Participant within 90 days of the date it
would have been payable had the Participant not made a deferral election.
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VI.
Administration of the Plan
6.1 Committee Powers and Duties. The general administration of the Plan
shall be vested in the Committee. The Committee shall supervise the
administration and enforcement of the Plan according to the terms and provisions
hereof and shall have all powers necessary to accomplish these purposes,
including, but not by way of limitation, the right, power, authority, and duty:
(a) To make rules, regulations, procedures and bylaws for the
administration of the Plan that are not inconsistent with the terms and
provisions hereof, and to enforce the terms of the Plan and the rules and
regulations promulgated thereunder by the Committee;
(b) To designate, change and eliminate Investment Options in which
Accounts may be deemed invested and to establish procedures relating to
elections of Investment Options by Participants;
(c) To construe in its discretion all terms, provisions, conditions,
and limitations of the Plan;
(d) To correct any defect or to supply any omission or to reconcile any
inconsistency that may appear in the Plan in such manner and to such extent as
it shall deem in its discretion expedient to effectuate the purposes of the
Plan;
(e) To employ and compensate such accountants, attorneys, investment
advisors, and other agents, employees, and independent contractors as the
Committee may deem necessary or advisable for the proper and efficient
administration of the Plan;
(f) To determine in its discretion all questions relating to
eligibility;
(g) To determine whether and when there has been a termination of a
Participant's employment with the Employer, and the reason for such termination;
(h) To make a determination in its discretion as to the right of any
person to a benefit under the Plan and to prescribe procedures to be followed
by distributees in obtaining benefits hereunder; and
(i) To receive and review reports from the Trustee as to the financial
condition of the Trust Fund, if any, including its receipts and disbursements.
6.2 Self-Interest of Participants. No member of the Committee shall
have any right to vote or decide upon any matter relating solely to himself
under the Plan (including, without limitation, Committee decisions under Article
II) or to vote in any case in which his or her individual right to claim any
benefit under the Plan is particularly involved. In any case in which a
Committee member is so disqualified to act and the remaining members cannot
agree, the Compensation Committee shall appoint a temporary substitute member to
exercise all the powers of the disqualified member concerning the matter in
which he or she is disqualified.
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6.3 Claims Review. In any case in which a claim for Plan benefits of a
Participant or beneficiary is denied or modified, the Committee shall furnish
written notice to the claimant within ninety days (or within 180 days if
additional information requested by the Committee necessitates an extension of
the ninety-day period), which notice shall:
(a) State the specific reason or reasons for the denial or
modification;
(b) Provide specific reference to pertinent Plan provisions on which
the denial or modification is based;
(c) Provide a description of any additional material or information
necessary for the Participant, his or her beneficiary, or representative to
perfect the claim and an explanation of why such material or information is
necessary; and
(d) Explain the Plan's claim review procedure as contained herein.
In the event a claim for Plan benefits is denied or modified, if the
Participant, his or her beneficiary, or a representative of such Participant or
beneficiary desires to have such denial or modification reviewed, he or she
must, within sixty days following receipt of the notice of such denial or
modification, submit a written request for review by the Committee of its
initial decision. In connection with such request, the Participant, his or her
beneficiary, or the representative of such Participant or beneficiary may review
any pertinent documents upon which such denial or modification was based and may
submit issues and comments in writing. Within sixty days following such request
for review the Committee shall, after providing a full and fair review, render
its final decision in writing to the Participant, his or her beneficiary or the
representative of such Participant or beneficiary stating specific reasons for
such decision and making specific references to pertinent Plan provisions upon
which the decision is based. If special circumstances require an extension of
such sixty-day period, the Committee's decision shall be rendered as soon as
possible, but not later than 120 days after receipt of the request for review.
If an extension of time for review is required, written notice of the extension
shall be furnished to the Participant, beneficiary, or the representative of
such Participant or beneficiary prior to the commencement of the extension
period.
6.4 Employer to Supply Information. The Employer shall supply full and
timely information to the Committee, including, but not limited to, information
relating to each Participant's compensation, age, retirement, death, or other
cause of termination of employment and such other pertinent facts as the
Committee may require. The Employer shall advise the Trustee, if any, of such of
the foregoing facts as are deemed necessary for the Trustee to carry out the
Trustee's duties under the Plan and the Trust Agreement. When making a
determination in connection with the Plan, the Committee shall be entitled to
rely upon the aforesaid information furnished by the Employer.
6.5 Indemnity. The Company shall indemnify and hold harmless each
member of the Committee against any and all expenses and liabilities arising out
of his or her administrative functions or fiduciary responsibilities, including
any expenses and liabilities that are caused by or result from an act or
omission constituting the negligence of such member in the performance of such
functions or responsibilities, but excluding expenses and liabilities that are
caused by or result from such member's own gross negligence or willful
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misconduct. Expenses against which such member shall be indemnified hereunder
shall include, without limitation, the amounts of any settlement or judgment,
costs, counsel fees, and related charges reasonably incurred in connection with
a claim asserted or a proceeding brought or settlement thereof.
VII.
Administration of Funds
7.1 Payment of Expenses. All expenses incident to the administration of
the Plan and Trust, including but not limited to, legal, accounting, Trustee
fees, and expenses of the Committee, may be paid by the Employer and, if not
paid by the Employer, shall be paid by the Trustee from the Trust Fund, if any.
7.2 Trust Fund Property. All income, profits, recoveries,
contributions, forfeitures and any and all moneys, securities and properties of
any kind at any time received or held by the Trustee, if any, shall be held for
investment purposes as a commingled Trust Fund pursuant to the terms of the
Trust Agreement. The Committee shall maintain one or more Accounts in the name
of each Participant, but the maintenance of an Account designated as the Account
of a Participant shall not mean that such Participant shall have a greater or
lesser interest than that due him or her by operation of the Plan and shall not
be considered as segregating any funds or property from any other funds or
property contained in the commingled fund. No Participant shall have any title
to any specific asset in the Trust Fund, if any.
VIII.
Nature of the Plan
The Employer intends and desires by the adoption of the Plan to
recognize the value to the Employer of the past and present services of
employees covered by the Plan and to encourage and assure their continued
service with the Employer by making more adequate provision for their future
retirement security. The Plan is intended to constitute an unfunded, unsecured
plan of deferred compensation for a select group of management or highly
compensated employees of the Employer. Plan benefits herein provided are to be
paid out of the Employer's general assets. The Plan constitutes a mere promise
by the Employers to make benefit payments in the future and Participants have
the status of general unsecured creditors of the Employers. Nevertheless,
subject to the terms hereof and of the Trust Agreement, if any, the Employers,
or the Company on behalf of the Employers, may transfer money or other property
to the Trustee and the Trustee shall pay Plan benefits to Participants and their
beneficiaries out of the Trust Fund.
The Committee, in its sole discretion, may establish the Trust and
direct the Employers to enter into the Trust Agreement and adopt the Trust for
purposes of the Plan. In such event, the Employers shall remain the owner of all
assets in the Trust Fund and the assets shall be subject to the claims of each
Employer's creditors if such Employer ever becomes insolvent. For purposes
hereof, an Employer shall be considered "insolvent" if (a) the Employer is
unable to pay its debts as they become due, or (b) the Employer is subject to a
pending proceeding as a debtor under the United States Bankruptcy Code (or any
successor federal statute). The chief executive officer of the Employer and its
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board of directors shall have the duty to inform the Trustee in writing if the
Employer becomes insolvent. Such notice given under the preceding sentence by
any party shall satisfy all of the parties' duty to give notice. When so
informed, the Trustee shall suspend payments to the Participants and hold the
assets for the benefit of the Employer's general creditors. If the Trustee
receives a written allegation that the Employer is insolvent, the Trustee shall
suspend payments to the Participants and hold the Trust Fund for the benefit of
the Employer's general creditors, and shall determine within the period
specified in the Trust Agreement whether the Employer is insolvent. If the
Trustee determines that the Employer is not insolvent, the Trustee shall resume
payments to the Participants. No Participant or beneficiary shall have any
preferred claim to, or any beneficial ownership interest in, any assets of the
Trust Fund.
IX.
Participating Employers
The Committee may designate any entity or organization eligible by law
to participate in this Plan as an Employer by written instrument delivered to
the Secretary of the Company and the designated Employer. Such written
instrument shall specify the effective date of such designated participation,
may incorporate specific provisions relating to the operation of the Plan which
apply to the designated Employer only and shall become, as to such designated
Employer and its employees, a part of the Plan. Each designated Employer shall
be conclusively presumed to have consented to its designation and to have agreed
to be bound by the terms of the Plan and any and all amendments thereto upon its
submission of information to the Committee required by the terms of or with
respect to the Plan; provided, however, that the terms of the Plan may be
modified so as to increase the obligations of an Employer only with the consent
of such Employer, which consent shall be conclusively presumed to have been
given by such Employer upon its submission of any information to the Committee
required by the terms of or with respect to the Plan. Except as modified by the
Committee in its written instrument, the provisions of this Plan shall be
applicable with respect to each Employer separately, and amounts payable
hereunder shall be paid by the Employer which employs the particular
Participant, if not paid from the Trust Fund.
X.
Miscellaneous
10.1 Not Contract of Employment. The adoption and maintenance of the
Plan shall not be deemed to be a contract between the Employer and any person or
to be consideration for the employment of any person. Nothing herein contained
shall be deemed to give any person the right to be retained in the employ of the
Employer or to restrict the right of the Employer to discharge any person at any
time nor shall the Plan be deemed to give the Employer the right to require any
person to remain in the employ of the Employer or to restrict any person's right
to terminate his or her employment at any time.
10.2 Alienation of Interest Forbidden. Except as hereinafter provided,
the interest of a Participant or his or her beneficiary or beneficiaries
hereunder may not be sold, transferred, assigned, or encumbered in any manner,
either voluntarily or involuntarily, and any attempt so to anticipate, alienate,
sell, transfer, assign, pledge, encumber, or charge the same shall be null and
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void; neither shall the benefits hereunder be liable for or subject to the
debts, contracts, liabilities, engagements or torts of any person to whom such
benefits or funds are payable, nor shall they be an asset in bankruptcy or
subject to garnishment, attachment or other legal or equitable proceedings. Plan
provisions to the contrary notwithstanding, the Committee shall comply with the
terms and provisions of an order that satisfies the requirements for a
"qualified domestic relations order" as such term is defined in section
206(d)(3)(B) of the Act, including an order that requires distributions to an
alternate payee prior to a Participant's "earliest retirement age" as such term
is defined in section 206(d)(3)(E)(ii) of the Act.
10.3 Withholding. All deferrals and payments provided for hereunder
shall be subject to applicable withholding and other deductions as shall be
required of the Employer under any applicable local, state or federal law.
10.4 Amendment and Termination. The Compensation Committee may from
time to time, in its discretion, amend, in whole or in part, any or all of the
provisions of the Plan; provided, however, that no amendment may be made that
would impair the rights of a Participant with respect to amounts already
allocated to his or her Account. The Compensation Committee may terminate the
Plan at any time. In the event that the Plan is terminated, the balance in a
Participant's Account shall be paid to such Participant or his or her designated
beneficiary in a single lump sum payment of cash in full satisfaction of all of
such Participant's or beneficiary's benefits hereunder. Any such amendment to or
termination of the Plan shall be in writing and signed by a member of the
Compensation Committee.
10.5 Severability. If any provision of this Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions hereof; instead, each provision shall be fully severable
and the Plan shall be construed and enforced as if said illegal or invalid
provision had never been included herein.
10.6 Governing Laws. All provisions of the Plan shall be construed in
accordance with the laws of Texas except to the extent preempted by federal law.
HALLIBURTON COMPANY
By: /s/ Robert L. Crandall
-----------------------
Robert L. Crandall, Chairman
Compensation Committee of Directors
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