Attached files
Exhibit 10.11
DRESSER-RAND GROUP INC.
STANDARD TERMS AND CONDITIONS FOR
PERFORMANCE RESTRICTED STOCK UNITS
STANDARD TERMS AND CONDITIONS FOR
PERFORMANCE RESTRICTED STOCK UNITS
These Standard Terms and Conditions apply to any Award of performance restricted stock units
granted to an employee of the Company under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan
(the Plan), on or after January 1, 2011, which are evidenced by a Grant Notice or an action of
the Committee that specifically refers to these Standard Terms and Conditions.
1. | TERMS OF PERFORMANCE RESTRICTED STOCK UNITS |
Dresser-Rand Group Inc., a Delaware corporation (the Company), has granted to the Grantee
named in the Grant Notice provided to said Grantee herewith (the Grant Notice) an award of
a number of performance restricted stock units (the Award or the Performance RSUs)
specified in the Grant Notice. Each Performance RSU represents the right to receive one
share of the Companys Common Shares, $0.01 par value per share (the Common Shares) upon
the terms and subject to the conditions set forth in the Grant Notice, these Standard Terms
and Conditions, and the Plan, each as amended from time to time. For purposes of these
Standard Terms and Conditions and the Grant Notice, any reference to the Company shall,
unless the context requires otherwise, include a reference to any Affiliate, as such term is
defined in the Plan.
2. | VESTING OF PERFORMANCE RESTRICTED STOCK UNITS |
The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall
be forfeitable unless and until otherwise vested pursuant to the terms of these Standard
Terms and Conditions. After the Grant Date, subject to termination or acceleration as
provided in these Standard Terms and Conditions and the Plan, the Award shall become vested
as described in this Section 2 with respect to that number of Performance RSUs as described
in this Section 2. The Award shall vest as follows on each of the following Vesting
Dates:
Portion of Award Vesting February 15, 2012
Companys Relative TSR for period
from January 1, 2011 through
December 31, 2011
|
Portion of Target Award Vesting (subject to adjustment by interpolation for performance within Threshold, Target and Maximum)* | |
Below 25th Percentile
Relative to Peer Group
|
0% | |
At least 25th Percentile
But Below 50th Percentile
of Peer Group (Threshold)*
|
16.67% | |
At least 50th Percentile
But Below 75th Percentile
of Peer Group (Target)*
|
33.33% | |
Above 75th Percentile of
Peer Group (Maximum)*
|
50% |
Portion of Award Vesting February 15, 2013
Companys Relative TSR for period
from January 1, 2011 through
December 31, 2012
|
Portion of Target Award Vesting (subject to adjustment by interpolation for performance within Threshold, Target and Maximum)* | |
Below 25th Percentile
Relative to Peer Group
|
0% | |
At least 25th Percentile
But Below 50th Percentile
of Peer Group (Threshold)*
|
16.67% | |
At least 50th Percentile
But Below 75th Percentile
of Peer Group (Target)*
|
33.33% | |
Above 75th Percentile of
Peer Group (Maximum)*
|
50% |
Portion of Award Vesting February 15, 2014
Companys Relative TSR for period
from January 1, 2011 through
December 31, 2013
|
Portion of Target Award Vesting (subject to adjustment by interpolation for performance within Threshold, Target and Maximum)* | |
Below 25th Percentile
Relative to Peer Group
|
0% | |
At least 25th Percentile
But Below 50th Percentile
of Peer Group (Threshold)*
|
16.67% | |
At least 50th Percentile
But Below 75th Percentile
of Peer Group (Target)*
|
33.33% | |
Above 75th Percentile of
Peer Group (Maximum)*
|
50% |
* | The portion of the Target Award that vests on a Vesting Date shall be
calculated by straight-line interpolation for results achieved between Threshold and
Target, or for results achieved between Target and Maximum. For example, if the
Companys Relative TSR for an applicable period is at 37.5% (halfway between the
25th Percentile and the 50th Percentile), the portion of the
Target Award that would vest for that period would be 25% (halfway between 16.67% and
33.33%). |
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For purposes hereof:
| Companys Relative TSR means the ranking of the TSR of the Companys Common
Shares for the applicable performance period, on a percentile basis, compared to
the TSRs of the common shares of the Peer Group for such performance period. |
| TSR for each performance period means the percentage change in the Average
Stock Price of a Common Share (or for each member of the Peer Group, a share of the
class of common stock most widely traded) from January 1, 2011 through the last day
of the applicable year (or, in the event of Retirement in 2011, death or
Disability, the date of such Retirement, death or Disability). For this purpose,
any dividends paid between January 1, 2011 and the last day of the applicable year
(or, in the event of Retirement in 2011, death or Disability, the date of such
Retirement, death or Disability) with respect to a Common Share (or for each member
of the Peer Group, a share of the class of common stock most widely traded) shall
be included so as to reflect the cumulative rate of return utilizing price
appreciation plus reinvestment of dividends so that they are reflected as an
increase in such Average Stock Price. In addition, TSR shall be appropriately
adjusted by the Compensation Committee to reflect stock splits, stock dividends,
and similar events with respect to the Common Shares (or, as applicable, the class
of common stock taken into account in determining the TSR of a member of the Peer
Group). |
| Peer Group means the companies listed on Exhibit A. If a member of the Peer
Group is acquired or is otherwise a party to a corporate transaction and no longer
exists as a separate entity, or if its common stock is delisted, the TSR of the
Peer Group will be determined for remaining performance periods retroactively to
January 1, 2011, without such former Peer Group member. |
| Average Stock Price means the average closing price of the Common Shares (or
for each member of the Peer Group, the class of common stock most widely traded)
for the 30 calendar days immediately preceding January 1, 2011 or, as
applicable, the last day of the applicable calendar year (or, in the event of
Retirement in 2011, death or Disability or Retirement, the date of such Retirement,
death or Disability). |
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Notwithstanding anything contained in these Standard Terms and Conditions to the contrary:
(i) | if the Grantees separation from service is due to death or
Disability before December 31, 2013, the Award shall vest with respect to with
respect to any uncompleted calendar years in the same manner as specified
above, but using the Companys Relative TSR through the date of death of
Disability rather than through the end of the applicable calendar year(s); |
(ii) | subject to Section 9, if the Grantees separation from service
is due to the Grantees Retirement (as defined in Section 18.G below) (x)
during calendar year 2011, a pro-rata portion of the Target Award for 2011
shall vest, or (y) during calendar year 2012 or 2013, the Award shall continue
to vest in the same manner as specified above (i.e., based on actual
performance); provided, however, that if the Grantees Retirement is less than
twelve (12) months after the Grant Date, only the following portion of the
Award scheduled to vest in 2012 and 2013 shall be eligible to vest in the
manner specified above: (x) the portion of the Award attributable to 2012 and
2013 granted hereunder, (y) multiplied by a fraction, (I) the numerator of
which is the number of full days from the Grant Date through the date of
Retirement, and (II) the denominator of which is 1095. The remaining portion
of the Award shall be forfeited and canceled as of the date of such Retirement;
and |
(iii) | if the Grantees separation from service is for any reason
other than Retirement, death or Disability, any then-unvested portion of the
Award held by the Grantee shall be forfeited and canceled as of the date of
such separation from service. |
For purposes of this Section 2, pro-rata portion means a percentage, where the numerator
is the number of days between January 1, 2011 and the date of the Grantees Retirement in
2010, and the denominator is 365.
3. | SETTLEMENT OF PERFORMANCE RESTRICTED STOCK UNITS |
Vested Performance RSUs shall be settled by the delivery to the Grantee or a designated
brokerage firm of one Share per vested Performance RSU following each performance period or
as soon as reasonably practicable thereafter (but in no event later than the March
15th following the performance period); provided that in the event the Grantees
separation from service (i) is due to death or Disability, such settlement shall occur as
soon as reasonably practicable following the date of death or Disability (and in no event
later than two and one-half months following the date of death or Disability), or (ii) is
due to Retirement in 2011, such settlement shall occur as soon as reasonably practicable
following such Retirement (and in no event later than two and one-half months following such
Retirement).
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4. | RIGHTS AS STOCKHOLDER |
The Grantee shall have no voting rights or the right to receive any dividends with respect
to Common Shares underlying Performance RSUs unless and until such Common Shares are
reflected as issued and outstanding shares on the Companys stock ledger.
5. | CHANGE IN CONTROL |
Unless otherwise provided in an employment, severance or other agreement between the Company
and the Grantee, the Committee shall determine the effect of a Change in Control on all
unvested Performance RSUs. Without limitation, the Committee may provide for the
acceleration of vesting of all or a portion of the unvested Performance RSUs at such
performance level as determined by the Committee, for a cash payment based on the Change in
Control Price in settlement of the Performance RSUs at such performance level as determined
by the Committee, or for the assumption or substitution of Performance RSUs by the Grantees
employer (or the parent or an Affiliate of such employer) or other service recipient that
engages the Grantee immediately following the Change in Control. In all events, any action
under this Section 5 shall comply with the applicable requirements of Section 409A of the
Code.
6. | RESTRICTIONS ON RESALES OF SHARES |
The Company may impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any resales by the Grantee or other subsequent
transfers by the Grantee of any Common Shares issued in respect of vested Performance RSUs,
including without limitation (a) restrictions under an insider trading policy, (b)
restrictions designed to delay and/or coordinate the timing and manner of sales by Grantee
and other holders and (c) restrictions as to the use of a specified brokerage firm for such
resales or other transfers.
7. | INCOME TAXES |
The Company shall not deliver shares in respect of any Performance RSUs unless and until the
Grantee has made arrangements satisfactory to the Committee to satisfy applicable
withholding tax obligations. Unless otherwise permitted by the Committee, withholding shall
be effected by withholding Common Shares issuable in connection with the delivery of the
Performance RSUs. The Grantee acknowledges that the Company shall have the right to deduct
any taxes required to be withheld by law in connection with the delivery of the Performance
RSUs from any amounts payable by it to the Grantee (including, without limitation, future
cash wages).
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8. | NON-TRANSFERABILITY OF AWARD |
The Grantee represents and warrants that the Performance RSUs are being acquired by the
Grantee solely for the Grantees own account for investment and not with a view to or for
sale in connection with any distribution thereof. The Grantee further understands,
acknowledges and agrees that, except as otherwise provided in the Plan, the Performance RSUs
may not be sold, assigned, transferred, pledged or otherwise directly or indirectly
encumbered or disposed of except to the extent expressly permitted hereby and at all times
in compliance with the U.S. Securities Act of 1933, as amended, and the rules and
regulations of the Securities Exchange Commission thereunder, and in compliance with
applicable state securities or blue sky laws and non-U.S. securities laws. Unless
permitted by the Committee, the Performance RSUs may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated by the Grantee other than by will or the
laws of descent and distribution.
9. | RESTRICTED ACTIVITIES |
This Section 9 applies if the Grantees separation from service is due to the Grantees
Retirement and, as a result, all or a portion of the Performance RSUs vest pursuant to
Section 2(ii).
A. | By accepting the Performance RSU, the Grantee acknowledges and agrees that (i)
the Company is engaged in a highly competitive business; (ii) the Company has expended
considerable time and resources to develop goodwill with its customers, vendors, and
others, and to create, protect, and exploit its Confidential Information (as defined in
Section 18.B below); (iii) the Company must continue to prevent the dilution of its
goodwill and unauthorized use or disclosure of its Confidential Information to avoid
irreparable harm to its legitimate business interests; (iv) the Grantees participation
in or direction of the Companys day-to-day operations and strategic planning are an
integral part of the Companys continued success and goodwill; (v) in the period
between the Grantees notice to the Committee of the Grantees Retirement and the date
of the Grantees Retirement (the Transition Period), the Grantee will participate in
identifying a successor, transitioning his or her responsibilities to and training a
successor, and engaging in other transition activities (the Transition Process); (vi)
given the Grantees position and responsibilities, including during the Transition
Period, he or she necessarily will be relying on and/or creating Confidential
Information that belongs to the Company and enhances the Companys goodwill; during the
Transition Process will be transmitting Confidential Information to his or her
successor; and in carrying out his or her responsibilities, including during the
Transition Process, the Grantee in turn will be relying on the Companys goodwill and
the disclosure by the Company to him or her of Confidential Information; (vii) the
Grantee will have access to Confidential Information, including concerning the
Transition Process, that could be used by any competitor of the Company in a manner
that would irreparably harm the Companys competitive position in the marketplace and
dilute its goodwill; (viii) the Grantees engaging in any of the Restricted Activities
during the Restriction |
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Period would result in the inevitable disclosure or use of Confidential Information for the Competitors
benefit or to the detriment of the Company; (ix) the Grantee will return to the
Company upon Retirement all the Confidential Information, in whatever form or media
and all copies thereof, in his or her possession, custody, or control; (x) by giving
advance notice of his or her Retirement, the Grantee represents that he or she will
not engage in the Restricted Activities; (xi) the Company is relying on such
representation in providing the Grantee continuing access to Confidential
Information and authorizing him or her to engage in the Transition Process and other
activities that will create new and additional Confidential Information during the
Transition Period; and (xi) absent the Grantees agreement to this Section 8, the
Company would not authorize the Grantee to participate in the Transition Process and
engage in other activities that provide access to or create new and additional
Confidential Information in an unfettered fashion; and would not provide for the
continued vesting of the Performance RSU upon Retirement as provided for in Section
2.
B. | The Company, by granting the Performance RSU, and the Grantee, by accepting the
Performance RSU, thus acknowledge and agree that during the remaining term of the
Grantees employment with the Company, including the Transition Period, the Grantee (i)
will receive Confidential Information that is unique, proprietary, and valuable to the
Company; (ii) will rely on and/or create Confidential Information that is unique,
proprietary, and valuable to the Company; and (iii) will benefit, including without
limitation by way of increased earnings and earning capacity, from the goodwill the
Company has generated and from the Confidential Information. |
C. | Accordingly, in consideration of the promises of the Company set out in Section
8.B, the Performance RSU, and the continued vesting of all or a portion of the
Performance RSU upon Retirement as provided for in Section 2, the Grantee agrees that: |
1. | He or she will not engage in any of the Restricted Activities
(as defined in Section 18.E below) during the Restriction Period (as defined in
Section 18.F below); |
2. | If he or she engages in, or threatens to engage in, any of the
Restricted Activities during the Restriction Period or otherwise violates his
or her obligations under this Section 8, then (x) the Performance RSUs held by
the Grantee that have not been settled shall immediately be forfeited and
canceled (regardless of whether then vested or unvested) and (y) with respect
to any Performance RSUs that have been settled, the Grantee shall immediately
pay to the Company the fair market value of the Shares associated with the
settlement of the Performance RSUs at the time of vesting; |
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3. | If he or she engages in, or threatens to engage in, any of the
Restricted Activities during the Restriction Period or otherwise violates his
or her
obligations under this Section 8, the Company would not have an adequate
remedy at law and would be irreparably harmed and, accordingly, that the
Company shall be entitled to equitable relief, including preliminary and
permanent injunctions and specific performance, in the event the Grantee
engages or threatens to engage in any of the Restricted Activities during
the Restriction Period or otherwise violates his or her obligations under
this Section 8, without the necessity of posting any bond or proving special
damages or irreparable injury; and |
4. | Neither Section 8.C.2 nor Section 8.C.3 constitute the
Companys exclusive remedy for a breach or threatened breach of the Grantees
obligations under this Section 8, but shall be in addition to all other
remedies available to the Company at law or equity. |
D. | By accepting the Performance RSU, the Grantee acknowledges and agrees that (i)
the restrictions contained in this Section 8 are ancillary to an otherwise enforceable
agreement, including without limitation the mutual promises and undertakings set out in
Section 8.A and B, the Performance RSU, and the continued vesting of all or a portion
of the Performance RSU upon Retirement as provided for in Section 2; (ii) the Companys
promises and undertakings set out in these Standard Terms and Conditions, and in
particular Section 8.B, the Grant Notice, and the Plan, and the Grantees position and
responsibilities with the Company and his or her promises and undertakings set out in
Section 8.A, give rise to the Companys interest in restricting the Grantees
post-Retirement activities; (iii) such restrictions are designed to enforce the
Grantees promises and undertakings set out in Section 8.A and his or her common-law
obligations and duties owed to the Company; (iv) the restrictions are reasonable and
necessary, are valid and enforceable, and do not impose a greater restraint than
necessary to protect the Companys goodwill, Confidential Information, and other
legitimate business interests; (v) he or she will immediately notify the Company in
writing should he or she believe or be advised that the provisions of this Section 8
are not, or likely are not, valid and enforceable; (vi) he or she will not challenge
the enforceability of this Section 8; (vii) absent the Grantees agreement to this
Section 8, the Company would not authorize the Grantee to participate in the Transition
Process and engage in other activities that provide access to or create new and
additional Confidential Information in an unfettered fashion and would not provide for
the continued vesting of the Performance RSU upon Retirement as provided for in Section
2. |
E. | The provisions of Section 2 providing for the continued vesting of all or a
portion of the Performance RSU upon Retirement and this Section 8 are mutually
dependent and not severable, and the Grantee acknowledges and agrees that the Company
would not provide for the continued vesting of the Performance RSU upon Retirement as
provided for in Section 2 but for the Grantees promises set out in and the
enforceability of this Section 8. Accordingly, if Section 8 or any part of it is ever
declared to be illegal, invalid, or otherwise unenforceable in any respect by a court
of competent jurisdiction, then the Grantee agrees that (x) the
Performance RSUs held by the Grantee that have not been settled shall immediately be
forfeited and canceled (regardless of whether then vested or unvested) and (y) with
respect to any Performance RSUs that have been settled, the Grantee shall
immediately pay to the Company the fair market value of the Shares associated with
the settlement of the Performance RSUs at the time of vesting; provided that if the
scope of the restrictions in this Section 8 as to time, geography, or scope of
activities are deemed by court of competent jurisdiction to exceed the limitations
permitted by applicable law, the Grantee and the Company agree that the restrictions
so deemed shall be, and are, automatically reformed to the maximum limitation
permitted by such law. |
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10. | THE PLAN AND OTHER AGREEMENTS |
In addition to these Terms and Conditions, the Award shall be subject to the terms of the
Plan, which are incorporated into these Standard Terms and Conditions by this reference.
Certain capitalized terms not otherwise defined herein are defined in the Plan. In the event
of a conflict between the terms and conditions of these Standard Terms and Condition and the
Plan, the Plan controls.
Subject to the next paragraph, the Grant Notice, these Standard Terms and Conditions and the
Plan constitute the entire understanding between the Grantee and the Company regarding the
Award, and any prior agreements, commitments or negotiations concerning the Award are
superseded.
The Award (including the terms described herein) are subject to the provisions of the Plan
and, if the Grantee is outside the U.S., there may be an addendum containing special terms
and conditions applicable to grants in the Grantees country. The grant of the Performance
RSUs to any such Grantee is contingent upon the Grantee executing and returning any such
addendum in the manner directed by the Company.
11. | NOT A CONTRACT FOR EMPLOYMENT. |
Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other
instrument executed pursuant to the Plan shall confer upon the Grantee any right to continue
in the Companys employ or service nor limit in any way the Companys right to terminate the
Grantees employment or other service at any time for any reason.
12. | SEVERABILITY. |
In the event that any provision of these Standard Terms and Conditions is declared to be
illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such
provision shall be reformed, if possible, to the extent necessary to render it legal, valid
and enforceable, or otherwise deleted, and the remainder of these Standard Terms and
Conditions shall not be affected except to the extent necessary to reform or delete such
illegal, invalid or unenforceable provision.
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13. | HEADINGS. |
The headings preceding the text of the sections hereof are inserted solely for convenience
of reference, and shall not constitute a part of these Standard Terms and Conditions, nor
shall they affect its meaning, construction or effect.
14. | FURTHER ASSURANCES. |
Each party shall cooperate and take such action as may be reasonably requested by another
party in order to carry out the provisions and purposes of these Standard Terms and
Conditions.
15. | BINDING EFFECT. |
These Standard Terms and Conditions shall inure to the benefit of and be binding upon the
parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
16. | ELECTRONIC DELIVERY |
By executing the Grant Notice, the Grantee hereby consents to the delivery of information
(including, without limitation, information required to be delivered to the Grantee pursuant
to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the
Performance RSUs via Company web site or other electronic delivery.
17. | SECTION 409A |
The Award shall be administered pursuant to the requirements of Section 409A of the Code.
For purposes hereof, separation from service shall have the meaning specified in Section
409A of the Code and the regulations thereunder. To the extent required by Section 409A of
the Code, any payment hereunder to a Grantee is a specified employee shall be delayed
until six months following such Grantees separation from service.
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18. | DEFINITIONS |
For purposes hereof, the following terms shall have the following meanings:
A. | Competitor shall mean any person or entity that carries on business
activities in competition with the activities of the Company, including but not limited
to (i) suppliers of rotating equipment, services and solutions for applications in the
oil, gas, petrochemical and process industries including for oil and gas production;
high-pressure gas injection, gas lift and other applications for enhanced oil recovery;
natural gas production and processing; gas liquefaction; gas gathering, transmission
and storage; hydrogen, wet and coker gas, synthesis gas, carbon dioxide and other
applications for the refining, fertilizer and petrochemical markets; (ii) several
applications for the armed forces; (iii) applications for general industrial markets
such as paper, steel, sugar, and distributed and
independent power generation; (iv) competing environmental solutions such as
compressed air energy storage, combined heat and power, air separation, bio fuels,
and wave or wind energy; or (v) servicing the Companys installed base of equipment,
and the installed base of the Companys class of equipment of other suppliers
through the provision of parts, repairs, overhauls, operation and maintenance,
upgrades, revamps, applied technology solutions, coatings, field services, technical
support and other extended services. The term Competitor specifically includes
but is not limited to the centrifugal turbo and reciprocating compressor, steam and
gas turbine, rotating machinery, related aftermarket parts and services (including
repairs, revamps, re-rates, upgrades, applied technology, overhauls,
remanufacturing, installation and start-up) and other competing businesses of (x) GE
Oil & Gas/Nuovo Pignone, Siemens (including TurboCare), Solar Turbines, Inc.,
Rolls-Royce Group plc, Elliott Company, General Electric, Alstom, Mitsubishi Heavy
Industries, Hitachi, MAN Turbo, Hickham USA, Sulzer Turbo Services, Wood Group,
Burckhardt Compression, Neuman & Esser Group, Ariel Corp., Thomassen Mitsui & Co.,
Ltd., Ebara, Shin Nippon Machinery Co. Ltd., Caterpillar Inc., Solar, Hoerbiger, or,
if those corporate names are not formally correct, the businesses commonly referred
to by those names; and (y) the successors to, assigns of, and affiliates of the
persons or entities described in clause (x). |
B. | Confidential Information shall mean, without limitation, all documents or
information, in whatever form or medium, or consisting of knowledge or know-how
whether or not recorded in any medium, concerning or evidencing sales; costs; pricing;
strategies; forecasts and long range plans; financial and tax information; personnel
information (including without limitation compensation, other terms of employment, or
performance other than as concerns solely the Grantee); business, marketing and
operational projections, plans, and opportunities; and customer, vendor, and supplier
information; but excluding any such information that is or becomes generally available
to the public other than as a result of any unauthorized disclosure or breach of duty
by the Grantee. |
C. | Disability shall have the meaning specified in Section 409A(a)(2)(C) of the
Code and the related Treasury Regulations. |
D. | Noncompetition Area shall mean the following geographic areas to the extent
the Grantees duties and responsibilities for the Company take or took place anywhere
in or are or were directed at any part of: (i) any foreign country in which the Company
has provided, sold, or installed its services, products, or systems or has definitive
plans to provide, sell, or install its services, products, or systems during the
Grantees employment by the Company; and (ii) any state or territory of the United
States of America. |
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E. | Restricted Activities means: |
1. | The Grantee, whether on his or her own behalf or on behalf of
any other individual, partnership, firm, corporation, or business organization,
either
directly or indirectly soliciting, inducing, persuading, or enticing, or
assisting another to solicit, induce, persuade, or entice, any person who is
then employed by or otherwise engaged to perform services for the Company,
or any person who at the time of the Grantees conduct had been employed by
the Company within the previous 12 months, to leave that employment or cease
performing those services; |
2. | The Grantee, whether on his or her own behalf or on behalf of
any other individual, partnership, firm, corporation, or business organization,
either directly or indirectly soliciting, inducing, persuading, or enticing, or
assisting another to solicit, induce, persuade, or entice, any person or entity
who is then a customer, supplier, or vendor of the Company to cease being a
customer, supplier, or vendor of the Company or to divert all or any part of
such persons or entitys business from the Company; and |
3. | The Grantee, whether on his or her own behalf or on behalf of
any other individual, partnership, firm, corporation, or business organization,
either directly or indirectly soliciting, inducing, persuading, or enticing, or
assisting another to solicit, induce, persuade, or entice, any person or entity
who is a potential customer, supplier, or vendor of the Company, or at the time
of the Grantees conduct was a potential customer, supplier, or vendor of the
Company within the previous 12 months, not to become a customer, supplier, or
vendor of the Company or to divert all or any part of such persons or entitys
business from the Company; and |
4. | The Grantees association directly or indirectly, as an
employee, officer, director, agent, partner, stockholder, owner, member,
representative, financial contributor, or consultant, with any Competitor. |
With respect to the post-Retirement Restriction Period, the Restricted
Activities in D.2 and D.3 extend only to a customer, supplier, or vendor or
prospective customer, supplier, or vendor with respect to whom or whose
business the Grantee has or had Confidential Information (including without
limitation knowledge of or participation in a bid, proposal, or offer); and
the Restricted Activities in D.4 extend only to a (x) the performance by the
Grantee, directly or indirectly, of the same or similar activities the
Grantee performed for the Company prior to Retirement or such other
activities that by their nature are likely to lead to the disclosure of
Confidential Information; and (y) that take place anywhere in, or are
directed at any part of, the Noncompetition Area. The Restricted
Activities do not extend to the Grantees investment in stock or other
securities of a Competitor listed on a national securities exchange or
actively traded in the over-the-counter market if he or she and the members
of his or her immediate family do not, directly or indirectly, hold more
than a total of 5% of all such shares of stock or other securities issued
and outstanding.
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F. | Restriction Period shall mean the period of the Grantees employment by the
Company and continuing through the date that is three years after the Grantees
Retirement. |
G. | Retirement shall mean the Grantees voluntary separation from service after
the Grantee has attained age sixty-two and completed at least ten years of continuous
service with the Company as of the date of separation or has attained age sixty-five
and completed at least five years of continuous service with the Company as of the date
of separation and in either event with the express intent not to engage in any of the
Restricted Activities after separation, provided that the Grantee has provided the
Committee at least one years advance notice of such retirement. |
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EXHIBIT A
MEMBERS OF PEER GROUP
Baker Hughes Incorporated (BHI)
Cameron International (CAM)
Exterran Holdings (EXH)
Flowserve (FLS)
FMC Technologies (FTI)
Gardner Denver (GDI)
Global Industries (GLBL)
Halliburton (HAL)
Idex (IDEX)
National Oilwell (NOV)
Oceaneering International (OLL)
Schlumberger (SLB)
Weatherford International (WFT)
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