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Long Term Performance Plan - M.W. Kellogg Co.

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                                    LONG TERM

                                PERFORMANCE PLAN

                                       FOR

                              SELECTED EMPLOYEES OF

                            THE M.W. KELLOGG COMPANY



                             AS AMENDED AND RESTATED
                           EFFECTIVE SEPTEMBER 1, 1999


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                                  TABLE OF CONTENTS
ARTICLE                                                                     PAGE
-------                                                                     ----


I     -  PURPOSE OF PLAN.......................................................1

II    -  DEFINITIONS OF TERMS USED IN THE PLAN.................................2

         2.1    Administrative Committee.......................................2
         2.2    Beneficiary....................................................2
         2.3    Committee......................................................2
         2.4    Company........................................................2
         2.5    Crediting Date.................................................2
         2.6    DII Compensation Committee.....................................2
         2.7    Employer.......................................................2
         2.8    Fiscal Year....................................................2
         2.9    Halliburton....................................................2
         2.10   Net Earnings...................................................2
         2.11   Participant....................................................3
         2.12   Payment Date...................................................3
         2.13   Performance Fund...............................................3
         2.14   Performance Account............................................3
         2.15   Performance Allocation.........................................3
         2.16   Termination for Cause..........................................3

III   -  PARTICIPATION AND PERFORMANCE ACCOUNT ALLOCATIONS.....................4

         3.1    Eligibility....................................................4
         3.2    Performance Allocations........................................4
         3.3    Interest Credits...............................................4

IV    -  VESTING AND FORFEITURE................................................4

         4.1    Vesting Schedule...............................................4
         4.2    Discretionary Vesting..........................................4
         4.3    Treatment of Unvested Benefits upon Termination................5
         4.4    Forfeiture upon Termination for Cause..........................5
         4.5    Forfeiture after Termination...................................5

V     -  PAYMENT OF BENEFITS ..................................................5

         5.1    Amount of Benefits.............................................5
         5.2    Form of Benefit Payments.......................................5
         5.3    Interest on Installment Payments...............................6
         5.4    Beneficiary in the Event of Death..............................6
         5.5    Emergency Distribution.........................................6
         5.6    Benefits Unfunded..............................................6

                                      (i)
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VI    -  ADMINISTRATION........................................................7

         6.1    Duties.........................................................7
         6.2    Finality of Decisions..........................................7

VII   -  AMENDMENT AND TERMINATION.............................................7

         7.1    Amendment and Termination......................................7

VIII  -  MISCELLANEOUS.........................................................8

         8.1    No Employment Rights...........................................8
         8.2    Non-Assignability..............................................8
         8.3    Law Applicable.................................................9

                                      (ii)

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                           LONG TERM PERFORMANCE PLAN
                            FOR SELECTED EMPLOYEES OF
                            THE M.W. KELLOGG COMPANY
                             AS AMENDED AND RESTATED
                           EFFECTIVE SEPTEMBER 1, 1999

     WHEREAS,  Dresser  Industries,  Inc. (the "Company") has heretofore adopted
the Long  Term  Performance  Plan For  Selected  Employees  of The M.W.  Kellogg
Company (the "Plan") on behalf of The M.W. Kellogg Company; and

     WHEREAS,  on  September  29,  1998  (the  "Merger  Date"),  a wholly  owned
subsidiary of Halliburton  Company  ("Halliburton")  was merged with the Company
and,  as a  consequence  of the  merger,  the  Company  became  a  wholly  owned
subsidiary of Halliburton; and

     WHEREAS,  as of the Merger  Date,  participation  in the Plan was frozen so
that only those individuals who were participants in the Plan on the Merger Date
are entitled to participate after the Merger Date; and

     WHEREAS,  from and after the Crediting Date of the Performance Fund for the
Fiscal Year ending October 31, 1998, no further Performance  Allocation shall be
credited to any Participant's  Performance  Account  (capitalized  terms used in
this preamble shall have the meanings ascribed below); and

     WHEREAS,  effective  January 1, 1999, The M.W.  Kellogg  Company was merged
with and into Kellogg Brown & Root, Inc.  ("KBR") and,  pursuant to such merger,
KBR  succeeded  to the rights and  assumed  the  continuing  obligations  of the
Employer (as hereinafter defined) under the Plan; and

     WHEREAS,  the Company  desires to amend and restate the Plan to provide for
changes  in the  Plan  required  as a result  of the  actions  set  forth in the
foregoing preambles.

     NOW, THEREFORE, the Plan document shall be amended and restated,  effective
September 1, 1999, as follows:

                                    ARTICLE I

                                 PURPOSE OF PLAN

     The Plan is  intended  to  constitute  an  unfunded  deferred  compensation
arrangement  for a select group of highly  compensated  or key  employees of the
Employer. The Plan compensates  Participants for special service to the Employer
and is not intended to constitute a retirement plan. Accordingly,  Participants'
benefits  hereunder  shall not offset employer  contributions  to any retirement
plan(s), whether qualified or non-qualified.

                                       1
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                                   ARTICLE II

                      DEFINITIONS OF TERMS USED IN THE PLAN

     Unless the context  clearly  indicates  otherwise,  the following words and
phrases have the meanings set forth below:

     2.1 Administrative  Committee - The committee appointed by the Committee to
which day-to-day administration of the Plan has been delegated.

     2.2 Beneficiary - The individual or trust  designated by the Participant to
receive  the  amount,  if any,  payable  under  the Plan  upon the  death of the
Participant.

     2.3  Committee - The  Compensation  Committee  of the Board of Directors of
Halliburton  which has been charged with  overseeing the  administration  of the
Plan since the Fiscal Year ended  October 31, 1998.  The Committee has delegated
day-to-day administration of the Plan to the Administrative Committee.

     2.4 Company - Dresser Industries, Inc. and its successors in interest.

     2.5  Crediting  Date - January  15th next  following  the end of any Fiscal
Year.

     2.6 DII Compensation  Committee - The committee charged with administration
of the Plan prior to the Fiscal Year ended October 31, 1998.

     2.7 Employer - Since January 1, 1999, Kellogg Brown & Root, Inc. (successor
to The M.W. Kellogg Company), a wholly-owned subsidiary of the Company.

     2.8 Fiscal Year - The year ending October 31.

     2.9 Halliburton - Halliburton  Company,  the ultimate parent company of the
Company and the Employer.

     2.10 Net  Earnings - For any Fiscal  Year  through  the Fiscal  Year ending
October 31, 1998, the Employer's annual operating earnings, less interest, taxes
and goodwill  amortization,  all as determined by the DII Compensation Committee
in its sole discretion.

                                       2
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     2.11 Participant - Any key employee of the Employer who has been designated
by the  Committee  as  eligible  to  participate  in the Plan,  and who has been
assigned a percentage of the Performance  Fund.  Notwithstanding  the foregoing,
effective  September  29,  1998,  participation  in the Plan was frozen and only
those  individuals  who were  Participants as of or prior to September 29, 1998,
are entitled to participate in the Plan after such date.

     2.12  Payment  Date - With  respect to  payment in lump sum or the  initial
annual  installment,  as applicable,  as soon as practicable after the Crediting
Date next  following  the end of the  calendar  year in which  termination  of a
Participant's employment occurred.  Subsequent annual installments shall be paid
as soon as  practicable  following  the  Crediting  Date  for  each of the  nine
succeeding years.

     2.13  Performance  Fund - An amount equal to a percent of the Net Earnings,
as determined by the DII Compensation Committee, for any Fiscal Year through the
Fiscal Year ending October 31, 1998.

     2.14  Performance  Account - The  account  established  on the books of the
Company for a Participant.

     2.15 Performance  Allocation - The amount of a Participant's portion of the
Performance  Fund for any Fiscal Year through the Fiscal Year ending October 31,
1998, based on his assigned  percentage of the Performance Fund, credited at the
Crediting Date.

     2.16  Termination for Cause - Termination of a Participant's  employment by
the Employer as a result of the  Participant's  (i) gross  negligence or willful
misconduct  in the  performance  of his duties,  (ii)  conviction of a felony or
(iii) a material violation of Halliburton's Code of Business Conduct.

                                       3
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                                   ARTICLE III

                PARTICIPATION AND PERFORMANCE ACCOUNT ALLOCATIONS

     3.1  Eligibility.  Any key  employee  of the  Employer  who,  on or  before
September 29, 1998, was designated by the DII Compensation Committee as eligible
to participate in the Plan and assigned a percentage of the Performance Fund for
any Fiscal Year shall be a Participant.

     3.2  Performance  Allocations.   Every  year  at  the  Crediting  Date  the
Participant's  Performance  Allocation  will  be  credited  to  his  Performance
Account;  provided,  however,  that no Performance  Allocation shall be credited
after the Performance Allocation for the Fiscal Year ending October 31, 1998.

     3.3  Interest  Credits.   Interest  on  the  outstanding  balance  of  each
Participant's  Performance  Account shall be credited  annually on the Crediting
Date at a rate equal to the opening yield of five-year U.S. Treasury  Securities
as quoted by Merrill Lynch, Pierce, Fenner & Smith on such date or, if such date
is not a business day, the immediately preceding business day.


                                   ARTICLE IV

                             VESTING AND FORFEITURE

     4.1  Vesting  Schedule.   Each  year's  Performance  Allocation  is  vested
separately.  The  Performance  Allocation  for any  Fiscal  Year  is  considered
one-third vested at the Crediting Date and is vested an additional one-third for
each of the next two years,  at which time the  Performance  Allocation for such
Fiscal Year is fully vested.

     4.2  Discretionary  Vesting.  The Committee  (with respect to  Participants
within its purview) or the  Administrative  Committee (with respect to all other
Participants)  may, in the sole  discretion of the applicable  committee,  fully
vest  all  years'  Performance   Allocations  for  terminations  due  to  death,

                                       4
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disability,  retirement,  or terminations  other than  Terminations for Cause or
voluntary resignations.

     4.3 Treatment of Unvested Benefits upon Termination.  Except as provided in
Section 4.2, the unvested portion of a Participant's  Performance  Account shall
continue to vest in accordance  with the vesting  schedule upon  termination  of
such  Participant's  employment  due to death,  disability  or  retirement.  The
unvested portion of a Participant's  Performance Account shall be forfeited upon
a Participant's voluntary resignation.

     4.4 Forfeiture  upon  Termination  for Cause.  Termination  for Cause shall
result  in  immediate   forfeiture  of  a  Participant's   vested  and  unvested
Performance Account balance(s).

     4.5 Forfeiture  after  Termination.  Any  outstanding  Performance  Account
balance may, in the sole  discretion of the  Committee,  be forfeited if, at any
time within two years  after a  Participant's  termination  of  employment,  the
Participant  takes or allows some act or omission  contrary to the  interests of
the Employer or Halliburton.


                                    ARTICLE V

                               PAYMENT OF BENEFITS

     5.1 Amount of Benefits.  The amount of benefits payable  hereunder shall be
equal to the vested portion of a Participant's  Performance  Account  (including
accrued  interest  thereon),  determined  as of the Crediting  Date  immediately
following the termination date.

     5.2 Form of Benefit Payments.  Each Participant will make an election as to
whether he wants to receive  payment in ten equal  annual  installments  or in a
lump sum.  This  election  can be changed at any time at least one year prior to
the  Payment  Date,  or the  initial  Payment  Date in the  case of  installment
payments.
     Upon the death of the Participant or former  Participant,  either before or
after his  termination  of  employment,  any unpaid  balance in his  Performance
Account  shall,  be paid to his  Beneficiary  in a lump sum or ten equal  annual
installments per the Participant's  election,  which must be made one year prior

                                       5
<PAGE>

to the Payment  Date,  or the initial  Payment  Date in the case of  installment
payments.

     5.3 Interest on Installment  Payments.  If payment is made in installments,
the  unpaid  balance  of  a  Participant's  Performance  Account  as  determined
immediately  prior to the Crediting  Date for any  installment  payment shall be
credited with  interest in the manner  provided in Section 3.3 and such interest
amount shall be paid in conjunction with such installment payment.

     5.4 Beneficiary in the Event of Death. The designation of Beneficiary under
the Plan shall be made on a form specified by the  Administrative  Committee and
may be changed from time to time in the manner prescribed by the  Administrative
Committee.

     5.5  Emergency  Distribution.  All or any portion of the vested amount of a
Participant's   Performance  Account  may  be  paid  to  him,  upon  appropriate
application and in the sole discretion of the Committee, in the event of unusual
financial  hardship  due to: (i) illness or  disability  of the  Participant  or
member of his  family;  (ii)  educational  expenses  of the  Participant  or his
dependent; (iii) purchase by the Participant of a primary residence; or (iv) any
other hardship of similar nature and importance as may be determined to be valid
and worthy by the Committee.  The  Participant's  application  must set forth in
writing the reasons for the requested distribution and the amount requested. The
Committee  shall have the discretion to deny any such request in its entirety or
to approve  distribution of the entire amount  requested or any lesser amount as
it may deem appropriate.

     5.6 Benefits Unfunded.  Benefits payable under the Plan shall not be funded
in any manner.

                                       6
<PAGE>

                                   ARTICLE VI

                                 ADMINISTRATION

     6.1 Duties of Committee.  Prior to the Fiscal Year ending October 31, 1998,
the Plan was  administered by the DII Compensation  Committee and,  accordingly,
such committee made all  determinations  with respect to the  calculation of the
Performance  Fund  amount for all Fiscal  Years  through  the Fiscal Year ending
October 31, 1998.  From and after such Fiscal Year, the Committee  shall oversee
administration  of the Plan in accordance  with its terms and purposes and shall
have the sole  discretionary  duty and authority to interpret the  provisions of
the Plan. The Administrative  Committee shall determine the amount and manner of
payment of the benefits due each  Participant or his Beneficiary and shall cause
such benefits to be paid accordingly.  In addition, the Administrative Committee
shall have the  authority  set forth in Section 4.2 and  responsibility  for the
day-to-day  administration  of the Plan,  together  with such  other  duties and
authority as may be delegated by the Committee.

     6.2 Finality of Decisions.  The decisions made and actions taken by the DII
Compensation  Committee  (including  all  prior  determinations  concerning  Net
Earnings and Performance Fund amounts),  the Committee and/or the Administrative
Committee in the administration of the Plan shall be final and conclusive on all
persons,  and the members of such committees  shall not be subject to individual
liability with respect to the Plan.


                                   ARTICLE VII

                            AMENDMENT AND TERMINATION

     7.1 Amendment and  Termination.  While the Company  intends to maintain the
Plan for as long as any Participant continues in the employment of the Employer,
the Company  reserves  the right to amend  and/or  terminate  it at any time for
whatever  reasons  it may  deem  appropriate;  provided,  however,  that no such

                                       7
<PAGE>

amendment or  termination  shall reduce any benefits  accrued under the terms of
the Plan prior to the date of such Plan termination or amendment.


                                  ARTICLE VIII

                                  MISCELLANEOUS

     8.1 No Employment Rights.  Nothing contained in the Plan shall be construed
as a contract  of  employment  between  the  Employer,  the Company or any other
Halliburton  subsidiary  and any  employee,  or as a right of any employee to be
continued in employment  or as a limitation  of the right of the  Employer,  the
Company or any other  Halliburton  subsidiary  to discharge any employee with or
without cause.

     8.2  Non-Assignability.  No  Participant  shall have any right to  commute,
encumber,  pledge,  transfer or otherwise  dispose of or alienate any present or
future right or expectancy  which he may have at any time to receive payments of
any allocations made to such  Participant,  all such allocations being expressly
hereby made non-assignable and non-transferable; provided, however, that nothing
in this Section 8.2 shall prevent  transfer (A) by will,  (B) by the  applicable
laws of descent and  distribution or (C) pursuant to 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 Employee Retirement Income Security Act of 1974,
as amended  ("ERISA") and section  414(p)(1)(A) of the Internal  Revenue Code of
1986, as amended (the "Code"), 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 ERISA and section 414(p)(4)(B) of
the  Code.  Attempts  to  transfer  or assign by a  Participant  (other  than in
accordance  with the preceding  sentence)  shall,  in the sole discretion of the
Administrative   Committee  after  consideration  of  such  facts  as  it  deems
pertinent,  be grounds for  terminating  any rights of such  Participant  to any
amounts allocated to but not previously paid over to such Participant.

                                       8
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     8.3 Law Applicable. The Plan shall be governed by the laws of Texas.



                            DRESSER INDUSTRIES, INC.

                            By /s/ D. C. Vaughan
                               -----------------

                                       9