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EXHIBIT 10.11
DRESSER, INC. ERISA EXCESS BENEFIT PLAN
EFFECTIVE APRIL 10, 2001
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DRESSER, INC. ERISA
EXCESS BENEFIT PLAN
WHEREAS, the Company entered into the Agreement and Plan of
Recapitalization, among Halliburton Company, Dresser B.V., and DEG Acquisitions,
LLC, dated January 30, 2001, including any amendments to such agreement, as
executed in final form on April 10, 2001 (the "Agreement");
WHEREAS, pursuant to the Agreement, the Company assumed liabilities
under the nonqualified deferred compensation plan known as the ERISA Excess
Benefit Plan for Dresser Industries, Inc. ("Prior Excess Plan") with respect to
"Continued Employees," as defined by the Agreement;
WHEREAS, the Company wishes to establish a nonqualified deferred
compensation plan to reflect such assumed liabilities, provide continued
earnings, and make payment of the liabilities;
WHEREAS, pursuant to the Agreement, the Company established a
tax-qualified defined contribution plan including a qualified cash or deferred
arrangement entitled the Dresser, Inc. Retirement and Savings Plan (the "DC
Plan");
WHEREAS, the Company wishes to allow employees to defer amounts, if
any, that cannot be contributed to the DC Plan solely because of the limitations
of Code section 415, including Pension Equalizer Contributions, if any;
NOW, THEREFORE, the Company hereby adopts the Plan by statement,
effective April 10, 2001, to read as follows:
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TABLE OF CONTENTS
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Section 6.1 Duties of Committee..........................................................................10
Section 6.2 Construction.................................................................................10
Section 6.3 Consequence of Committee Actions.............................................................10
ARTICLE 7 Claims and Appeal Procedures.................................................................11
Section 7.1 Claims Review................................................................................11
Section 7.2 Appeals Review...............................................................................11
Section 7.3 Mandatory Arbitration........................................................................12
ARTICLE 8 Amendment and Termination....................................................................13
Section 8.1 Power to Amend or Terminate..................................................................13
Section 8.2 No Reduction in Accrued Benefits.............................................................13
ARTICLE 9 Miscellaneous................................................................................14
Section 9.1 No Employment Rights.........................................................................14
Section 9.2 Assignment of Benefits.......................................................................14
Section 9.3 Nonduplication of Benefits...................................................................14
Section 9.4 Funding......................................................................................15
Section 9.5 Law Applicable...............................................................................15
Section 9.6 Actions by Committee.........................................................................15
Section 9.7 Plan Representatives.........................................................................16
Section 9.8 Number and Gender............................................................................16
Section 9.9 Headings.....................................................................................16
APPENDIX A Grandfathered 1998 Benefits..................................................................17
Section A.1 In General...................................................................................17
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ARTICLE I
Definitions
The following terms when used and capitalized in the Plan shall have
the following meanings:
Section 1.1. Accrued Benefit. The benefit to which a Participant is
entitled at a particular time pursuant to Article IV of the Plan.
Section 1.2. Act. The Employee Retirement Income Security Act of 1974,
as amended.
Section 1.3. Agreement. Agreement and Plan of Recapitalization, among
Halliburton Company, Dresser B.V., and DEG Acquisitions, LLC, dated January 30,
2001, including any amendments to such agreement, as executed in final form on
April 10, 2001.
Section 1.4. Board. The Board of Directors of Dresser, Inc.
Section 1.5. Code. The Internal Revenue Code of 1986, as amended.
Section 1.6. Committee. The Dresser, Inc. Benefits Committee.
Section 1.7. Company. Dresser, Inc. and any other entity related to
Dresser, Inc. under the rules of section 414 of the Code. This includes Dresser,
Inc. and its 50%-owned subsidiaries and may include other entities as well.
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Section 1.8. DC Account. A bookkeeping account established and
maintained by the Company for each Participant to which amounts are credited
pursuant to Section 4.3.
Section 1.9. DC Plan. The Dresser, Inc. Retirement and Savings Plan,
effective April 10, 2001.
Section 1.10. Effective Date. April 10, 2001.
Section 1.11. Employee. An individual who is reported on the payroll
records of the Company as a common law employee. In particular, it is expressly
intended that individuals not treated as common law employees by the Company on
its payroll records are to be excluded from Plan participation even if a court
or administrative agency determines that such individuals are common law
employees and not independent contractors.
Section 1.12. Grandfathered 1998 Benefits. To the extent assumed by the
Company with respect to "Continued Employees," as defined in the Agreement,
benefits payable by Halliburton Company under the Prior Excess Plan representing
accrued benefits under that plan as of December 31, 1998.
Section 1.13. Participant. An individual who has an Accrued Benefit
under the Plan.
Section 1.14. Pension Equalizer Contributions. Pension Equalizer
Contributions, as defined in the DC Plan.
Section 1.15. Plan. The "Dresser, Inc.
ERISA Excess Benefit Plan," as
set forth herein.
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Section 1.16. Plan Year. The calendar year.
Section 1.17. Prior Excess Plan. The
ERISA Excess Benefit Plan of
Dresser Industries, Inc., as maintained by Halliburton Company in effect
immediately before the Effective Date.
Section 1.18. Vesting Service. Service used under the DC Plan to
determine whether a participant is vested in his or her employer matching
contributions.
ARTICLE 2
Purpose of Plan
Section 2.1. Purpose. The purpose of the Plan is simply to restore to
employees of the Company benefits they lose under the Company's tax-qualified
plans and as a result of the limits in Code section 415, as amended, or any
successor section. More specifically, the Plan:
(a) Permits employees participating in the DC Plan to defer
compensation, if any, that they could not contribute to the DC Plan,
(b) Pays benefits attributable to Pension Equalizer
Contributions, if any, that cannot be made by the Company to the DC Plan, and
(c) Pays Prior Excess Plan Benefits not payable under a tax
qualified plan, solely because of the limitations of Code section 415.
Section 2.2. Excess Benefit Plan. The Plan is an excess benefit plan as
defined in section 3(36) of the Act. For additional details about funding
matters, see Section 9.4.
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ARTICLE 3
Eligibility
Section 3.1. Eligibility. An Employee is eligible to participate in the
Plan if:
(a) his or her contributions to the DC Plan are limited by
Code section 415,
(b) his or her Pension Equalizer Contributions under the DC
Plan are limited by Code section 415, or
(c) he or she is entitled to Grandfathered 1998 Benefits.
ARTICLE 4
Benefits
Section 4.1. Amount of Benefits. Benefit amounts and forms of payment
under the Plan generally are set forth in this Article IV. For benefit amounts
and forms of payment attributable to Grandfathered 1998 Benefits, see Appendix
A.
Section 4.2. DC Plan-Related Benefits. Deferred compensation will be
credited to a Participant's DC Account as of the day on which such amount would
have been credited to the Participant's account under the DC Plan if the
Participant's pre-tax deferrals and employer matching contributions under the DC
Plan were not reduced for such Plan Year because of the application of Code
section 415.
(a) In the case of Plan benefits arising from reduced Pension
Equalizer Contributions, the Company will credit the DC Account as of the last
day of each Plan Year amounts by which the Participant's Pension Equalizer
Contributions were reduced for such Plan Year because of the application of Code
section 415.
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(b) A Participant's DC Account also will be credited
semi-annually on June 30 and December 31 with an amount of earnings based on the
weighted average balance of such Account during the preceding six months and the
Xxxxx'x corporate bond average annual yield for long-term investment grade bonds
during the six-month period ended seven months prior to each semi-annual
earnings credit date, plus 2%.
(c) Prior to commencement of payment of a Participant's DC
Account, the annual interest shall accumulate as a part of the account balance.
After installment payments commence, the annual interest for each Plan Year
shall be paid as set forth in Section 4.4.
Section 4.3. Form of Payment of DC Account. A Participant's DC Account
shall be paid to the Participant in one of the following alternative forms as
selected by the Committee in its sole discretion:
(a) A single lump sum payment;
(b) Payment in two equal annual installments; or
(c) Payment in monthly installments over a period not to
exceed ten years. However, the Committee will only select a single lump sum
payment if either (i) the total amount credited to a Participant's DC Account is
less than $50,000 or (ii) a single lump sum payment is the only form of benefit
payment offered under the DC Plan.
Section 4.4. Interest on Installment Payments. Interest on installment
payments may be paid, as determined by the Committee in its sole discretion,
either at the end of each Plan Year or as a part of level payments computed by
the Committee through the use of such tables as the Committee shall select from
time to time for such purpose. No interest will be paid on benefits payable as a
single sum.
Section 4.5. Death Before All Payments Made. If a Participant dies
before all amounts payable to him from his DC Account have been paid to him, any
remaining amounts
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payable to the Participant hereunder shall be payable to the estate of the
Participant in a lump sum or in such other form of payment consistent with the
alternative methods of payment set forth above as the Committee shall determine
after considering such facts and circumstances relating to the Participant and
his estate as it deems pertinent.
Section 4.6. Time of Benefit Payments. Benefits due under the Plan
shall be paid at such time or times following the Participant's termination of
employment or death as the Committee in its discretion determines. This rule
applies even if benefits already have commenced under the DC Plan (for instance,
in-service distributions are made to Participants over age 59 1/2).
Section 4.7. Plan Termination. No further benefits may be earned under
this Plan with respect to the DC Plan after the termination of such plan.
ARTICLE 5
Vesting and Forfeiture
Section 5.1. Vesting. Except as provided in Appendix A, no person shall
have or vest in any benefits under the Plan prior to the time such person
accrues one year of Vesting Service under the DC Plan.
Section 5.2. Terminations For Cause. No person (nor the spouse of such
person) whose employment is terminated for cause as determined by the Committee,
shall vest in any benefits under the Plan, and shall be divested if previously
vested.
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ARTICLE 6
Administration
Section 6.1. Duties of Committee. The Plan shall be administered by the
Committee in accordance with its terms and purposes. The Committee shall
interpret the provisions of the Plan and determine the amount and manner of
payment of the benefits due to or on behalf of each Participant from the Plan
and shall cause them to be paid accordingly.
Section 6.2. Construction. The Company shall have full discretionary
authority to determine eligibility and to construe and interpret the terms of
the Plan, including the power to remedy possible ambiguities, inconsistencies or
omissions.
Section 6.3. Consequence of Committee Actions. The decisions made and
the actions taken by the Committee in the administration of the Plan shall be
final and conclusive on all persons, and the members of the Committee shall not
be subject to individual liability with respect to the Plan.
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ARTICLE 7
Claims and Appeal Procedures
Section 7.1. 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 after receipt of
such claim for Plan benefits (or within 180 days if additional information
requested by the Committee necessitates an extension of the ninety-day period,
and the claimant is informed of such extension in writing within the original
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 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 described below.
Section 7.2. Appeals Review. In the event a claim for Plan benefits is
denied or modified, if the Participant, his beneficiary, or a representative of
such Participant or beneficiary desires to have such denial or modification
reviewed, he 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.
(a) In connection with such request, the Participant, his
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.
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(b) 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 beneficiary or the representative of
such Participant or beneficiary stating specific reasons for such decision and
making specific references to pertinent Plan provisions or which the decision is
based.
(c) 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.
Section 7.3. Mandatory Arbitration. If a Participant or beneficiary is
not satisfied with the decision of the Committee pursuant to the Plan's claims
review procedure, such Participant or beneficiary may, within sixty days of
receipt of the written decision of the Committee, request by written notice to
the Committee, that his claim be submitted to arbitration pursuant to the
Dresser Dispute Resolution Program and any other applicable rules adopted by the
Committee.
(a) Such arbitration shall be the sole and exclusive procedure
available to a Participant or beneficiary for review of a decision of the
Committee.
(b) In reviewing the decision of the Committee, the arbitrator
shall use the standard of review which would be used by a federal court in
reviewing such decision under the provisions of the Act.
(c) The Participant or beneficiary and the Plan shall share
equally the cost of such arbitration. The cost of such arbitration shall be
allocated in accordance with the Dresser Dispute Resolution Program or other
applicable rules adopted by the Committee.
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(d) The arbitrator's decision shall be final and legally
binding on both parties.
(e) This Section shall be governed by the provisions of the
Federal Arbitration Act.
ARTICLE 8
Amendment and Termination
Section 8.1. Power to Amend or Terminate. The Company may, in its sole
discretion, by written resolution adopted by the chief executive officer, the
Board or its delegate, terminate, suspend or amend this Plan at any time or from
time to time, in whole or in part.
Section 8.2. No Reduction in Accrued Benefits. Except as provided in
Section 9.4, no amendment, suspension or termination of the Plan may, without
the consent of a Participant, adversely affect the Participant's right (or the
right of the surviving spouse) to receive benefits in accordance with this Plan
as in effect on the date the employee becomes a Participant. The rights of
surviving spouses claiming benefits under the Plan with respect to a Participant
will be preserved and limited in the same fashion as a Participant's benefits.
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ARTICLE 9
Miscellaneous
Section 9.1. No Employment Rights. Nothing contained in the Plan shall
be construed as a contract of employment between the Company or any subsidiary
or related company and any Participant, or as a right of any Participant to be
continued in the employment of the Company, or as a limitation of the right of
the Company to discharge any of its employees with or without cause.
Section 9.2. Assignment of Benefits. A Participant, surviving spouse or
beneficiary may not, either voluntarily or involuntarily, assign, anticipate,
alienate, commute, sell, transfer, pledge or encumber any benefits to which he
or she is or may become entitled under the Plan, nor may Plan benefits be
subject to attachment or garnishment by any of their creditors or to legal
process.
Section 9.3. Nonduplication of Benefits. This Section applies if,
despite Section 9.2, with respect to any Participant (or his or her
beneficiaries), the Company is required to make payments under this Plan to a
person or entity other than the payees described in the Plan.
(a) For example, 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.
(b) In any such case, any amounts due the Participant (or his
or her beneficiaries) under this Plan will be reduced by the actuarial value of
the payments required to be made to such other person or entity. In dividing a
Participant's benefit between the
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Participant and another person or entity, consistent actuarial assumptions and
methodologies will be used so that there is no increased actuarial cost to the
Company.
Section 9.4. Funding. Participants have the status of general unsecured
creditors of the Company. The Plan constitutes a mere promise by the Company to
pay benefits in the future.
(a) The Company may, but need not, fund benefits under the
Plan through a trust. If it does so, any trust created by the Company and any
assets held by the trust to assist it in meeting its obligations under the Plan
will conform to the terms of the model trust, as described in Internal Revenue
Service Revenue Procedure 92-64, but only to the extent required by Internal
Revenue Service Revenue Procedure 92-65, or any successor guidance. It is the
intention of the Company and Participants that the Plan be unfunded for tax
purposes and for purposes of Title I of ERISA.
(b) Any funding of benefits under this Plan will be in the
Company's sole discretion. The Company may set and amend the terms under which
it will fund and may cease to fund at any time.
(c) To the extent the Company gives Participants and
beneficiaries enforceable rights to funding, those rights must be determined
under the terms of other documents. No such rights exist under this Plan
document and the restrictions on amendments in this Plan document will in no
case apply to restrict the Company's right to cease or alter the terms of any
funding.
Section 9.5. Law Applicable. The Plan shall be governed by the laws of
the State of Texas, except to the extent preempted by federal law.
Section 9.6. Actions By Company. Any powers exercisable by the Company
under the Plan shall be utilized by written resolution adopted by the Board or
its delegate. The
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Board may by written resolution delegate any of the Company's powers under the
Plan and any such delegations may provide for subdelegations, also by written
resolution.
Section 9.7. Plan Representatives. Those authorized to act as Plan
representatives will be designated in writing by the chief executive officer,
the Board or its delegate.
Section 9.8. 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.
Section 9.9. 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.
DRESSER, INC.
By:
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Appendix A
Grandfathered 1998 Benefits
Section A.1. In General. The provisions of this appendix set forth the
rules for determining benefit amounts and forms of payments with respect to
liabilities arising under the Prior Excess Plan and assumed by the Company
solely with respect to "Continued Employees" as that term is defined in the
Agreement. The other terms of the Plan (e.g., nonassignability, nonduplication
of benefits) apply to the extent not inconsistent with the terms of this
appendix.
ERISA EXCESS BENEFIT PLAN
FOR DRESSER INDUSTRIES, INC.
AS AMENDED AND RESTATED
JANUARY 1, 1999
ARTICLE I
Definitions
Section 1.1. Accrued Benefit. The benefit to which a
Participant is entitled at a particular time pursuant to Sections 4.1
and 4.3 of the Plan.
Section 1.2. Act. The Employee Retirement Income Security Act
of 1974, as amended.
Section 1.3. Board. The Board of Directors of Halliburton
Company.
Section 1.4. Code. The Internal Revenue Code of 1986, as
amended.
Section 1.5. Committee. The Halliburton Company Benefits
Committee.
Section 1.6. Company. Halliburton Company and any subsidiary
employing an Employee.
Section 1.7. DB Plans. The Pension Plan defined in section
1.15 and the Related Plans defined in Section 1.18.
Section 1.8. DC Account. A bookkeeping account established by
the Company for each Participant to which amounts are credited pursuant
to Section 4.3.
Section 1.9. DC Plan. The Dresser Industries, Inc. Retirement
Savings Plan-A, or the Dresser Industries, Inc. Retirement Savings
Plan-B.
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Section 1.10. Effective Date. The Effective Date of the Plan
as amended and restated is January 1, 1999.
Section 1.11. Employee. An employee of the Company who is not
represented by a union and who is entitled to Pension Equalizer
Contributions.
Section 1.12. Halliburton Plan. The Halliburton Retirement and
Savings Plan.
Section 1.13. Participant. An individual who has an Accrued
Benefit under the Plan.
Section 1.14. Pension Equalizer Contributions. Pension
Equalizer Contributions shall have the meaning set forth in the
Halliburton Plan.
Section 1.15. Pension Plan. The Dresser Industries, Inc.
Consolidated Salaried Retirement Plan, as frozen May 31, 1995.
Section 1.16. Plan. The "
ERISA Excess Benefit Plan for Dresser
Industries, Inc.," as set forth herein.
Section 1.17. Plan Year. The calendar year.
Section 1.18. Related Plan. Any defined benefit pension plan
for nonunion salaried employees other than the Pension Plan, maintained
by the Company.
. . . .
ARTICLE IV
Benefits
Section 4.1. Amount of Benefits Related to DB Plans. The
amount of the benefit payable under the Plan related to the DB Plans
shall be the Accrued Benefit related to such plans as of the Effective
Date, under the terms of the Plan as in effect on that date.
Section 4.2. Form of Benefits Related to DB Plans.
(a) Regarding Participants who die while employed, the form of
benefit shall be the Spouse's Death Benefit as provided in the Pension
Plan or the comparable benefit, if any, provided in a Related Plan
(whichever is applicable). If a Related Plan is applicable and there is
no comparable benefit under the Related Plan, no benefit will be
payable under the Plan.
(b) For Participants who retire when eligible for benefits
hereunder, the form of benefit shall be the Standard Benefit Form as
provided in Section 5.01 of the Pension Plan or the comparable benefit
provided in a Related Plan (whichever is applicable). Provided,
however, a Participant may request payment in a form of benefit
provided in the Pension Plan or a comparable option in a Related Plan
that is other than the form in which he will receive
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benefits under the Pension Plan or a Related Plan. In the case of a
request by a Participant who is an elected officer of Halliburton
Company or who is a member of the Committee, it shall be in the sole
discretion of the Compensation Committee of the Board to grant or deny
such request. In the case of a request by all other Participants, the
Committee shall in its sole discretion grant or deny such request. All
forms of benefit shall be calculated using the same factors as those
used in determining such form of benefit under the Pension Plan or
comparable benefit provided under a Related Plan.
Section 4.3. Amount of Benefit Related to the DC Plan and the
Halliburton Plan. Each Participant's account balance under the Plan as
of December 31, 1998, related to the DC Plan, shall be credited to such
Participant's DC Account as of the Effective Date. As of the last day
of each Plan Year after the Effective Date, each Employee's DC Account
shall be credited with the amount by which such Employee's Pension
Equalizer Contribution is reduced for such Plan Year because of the
application of section 415 of the Code. DC Accounts of Participants
shall also be credited with interest as of the last day of each Plan
Year after the Effective Date at the rate of 10% per annum. Prior to
commencement of payment of a Participant's DC Account, the annual
interest shall accumulate as a part of the Account balance. After
payments commence, the annual interest for each Plan Year shall be paid
as set forth in Section 4.4.
Section 4.4. Form of Payment of DC Account.
(a) A Participant's DC Account shall be paid to the
Participant in one of the following alternative forms as selected by
the Committee in its sole discretion:
(1) A single lump sum payment;
(2) Payment in two equal annual installments; or
(3) Payment in monthly installments over a period not to
exceed ten years. The above notwithstanding, if the total amount
credited to a Participant's DC Account is less than $50,000, such
amount shall always be paid in a single lump sum payment.
(b) Interest on installment payments may be paid, as
determined by the Committee in its sole discretion, either at the end
of each Plan Year or as a part of level payments computed by the
Committee through the use of such tables as the Committee shall select
from time to time for such purpose.
(c) If a Participant dies before all amounts payable to him
from his DC Account have been paid to him, any remaining amounts
payable to the Participant hereunder shall be payable to the estate of
the Participant in a lump sum or in such other form of payment
consistent with the alternative methods
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of payment set forth above as the Committee shall determine after
considering such facts and circumstances relating to the Participant
and his estate as it deems pertinent.
Section 4.4.[sic] Time of Benefit Payments. Benefits due under
the Plan shall be paid at such time or times following the
Participant's termination of employment or death as the Committee in
its discretion determines. However, benefits tied to the Pension Plan
or a Related Plan shall be paid no earlier than the earliest date
Pension Plan or Related Plan benefits may be paid to the terminated
Participant, or, in the case of death, to the Participant's spouse, or,
if none, to the Participant's estate.
Section 4.5.[sic] Benefits Unfunded. Benefits payable under
the Plan shall be paid by the Company out of its general assets and
shall not be funded in any manner.
ARTICLE V
Vesting and Forfeiture
No person shall have or vest in any benefits under the Plan
prior to the time such person accrues one year of Vesting Service under
the Halliburton Plan. No person (nor the spouse of such person) whose
employment is terminated for cause as determined by the Committee,
shall vest in any benefits under the Plan, and shall be divested if
previously vested, even if such termination is deemed a retirement
under provisions of the Pension Plan, a Related Plan, the DC Plan, or
the Halliburton Plan.
. . . .
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