Attached files
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EX-10.2 - EX-10.2 - Baker Hughes Holdings LLC | h74679exv10w2.htm |
EX-10.1 - EX-10.1 - Baker Hughes Holdings LLC | h74679exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 26, 2010 (July 22, 2010)
Baker Hughes Incorporated
(Exact name of registrant as specified in charter)
Delaware | 1-9397 | 76-0207995 | ||
(State of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
2929 Allen Parkway, Suite 2100 | ||
Houston, Texas | 77019 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (713) 439-8600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.02 | Termination of a Material Definitive Agreement. |
(a) On July 22, 2010, Baker Hughes Incorporated (the Company or Baker Hughes) adopted an
Amendment, Termination and Liquidation Agreement to the BJ Services Company LLC Directors Benefit
Plan (the Directors Benefit Plan). The Directors Benefit Plan was terminated on July 22, 2010
with all benefits under the Plan being distributed in single lump sum payments on or before
December 31, 2010. Six former members of the BJ Services Company, Inc. Board of Directors,
including Mr. James L. Payne, a member of the Baker Hughes Board of Directors, currently
participate in the Directors Benefit Plan.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On July 22, 2010, the Company adopted the following:
(i) an amendment and restatement to the Baker Hughes Incorporated Supplemental Retirement
Plan effective as of January 1, 2011(the SRP) to (a) permit elective deferrals of eligible
discretionary cash bonuses, (b) eliminate the Thrift Plan (401(k)) pre-tax contribution restoration
feature and (c) provide for matching contributions in an amount equal to (1) five percent of the
participants elective deferrals under the SRP for the plan year, plus (2) five percent of the
participants base compensation, incentive bonus under the Baker Hughes Incorporated Annual
Incentive Plan and eligible discretionary cash bonus payable for the plan year (whether or not
deferred under the Thrift Plan or the SRP) in excess of the sum of the applicable limitation under
section 401(a)(17) of the Internal Revenue Code ($245,000 for 2010) and the participants elective
deferrals under the SRP for the plan year. Each of the Named Executive Officers participates in
the SRP.
(ii) See Item 1.02(a) above.
The foregoing descriptions do not purport to be complete and are qualified in their entirety by
reference to the Directors Benefit Plan and the SRP, which are each filed with this Form 8-K as
Exhibits 10.1 and 10.2, respectively, and incorporated into these
Items 1.02 and 5.02 by reference.
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Item 9.01 | Financial Statements and Exhibits. |
(c) Exhibits.
10.1 BJ Services Company LLC Directors Benefit Plan Amendment, Termination and
Liquidation Agreement effective as of July 22, 2010.
10.2 Baker Hughes Incorporated Supplemental Retirement Plan as amended and
restated effective as of January 1, 2011.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BAKER HUGHES INCORPORATED |
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Dated: July 26, 2010 | By: | /s/ Sandra E. Alford | ||
Sandra E. Alford | ||||
Corporate Secretary | ||||
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