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SCHLUMBERGER LIMITED SUPPLEMENTARY BENEFIT PLAN

Addendum or Modifications

SCHLUMBERGER LIMITED SUPPLEMENTARY BENEFIT PLAN | Document Parties: Schlumberger Limited Schlumberger NV | Schlumberger Technology Corporation You are currently viewing:
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Schlumberger Limited Schlumberger NV | Schlumberger Technology Corporation

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Title: SCHLUMBERGER LIMITED SUPPLEMENTARY BENEFIT PLAN
Governing Law: New York     Date: 2/11/2009
Industry: Oil Well Services and Equipment     Sector: Energy

SCHLUMBERGER LIMITED SUPPLEMENTARY BENEFIT PLAN, Parties: schlumberger limited schlumberger nv , schlumberger technology corporation
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Exhibit 10.2

SCHLUMBERGER LIMITED

SUPPLEMENTARY BENEFIT PLAN

(As Amended and Restated Effective January 1, 1995,

and conformed to include amendments through January 1, 2009)


SCHLUMBERGER LIMITED

SUPPLEMENTARY BENEFIT PLAN

(As Amended and Restated Effective January 1, 1995,

and conformed to include amendments through January 1, 2009)

INDEX

 

 

  

 

  

Page

ARTICLE I    DEFINITIONS AND CONSTRUCTION

  

2

1.1

  

Definitions

  

2

1.2

  

Gender and Number

  

5

1.3

  

Severability

  

5

1.4

  

Applicable Law

  

5

1.5

  

Plan Not an Employment Contract

  

5

1.6

  

Source of Payment

  

5

1.7

  

Tax Withholding

  

6

ARTICLE II    PARTICIPATION

  

6

ARTICLE III    PROGRAM A: RESTORATION OF BENEFITS REDUCED BY CODE SECTION 401(a)(17)

  

7

3.1

  

Purpose

  

7

3.2

  

Eligibility

  

7

3.3

  

Calculation of Restoration Benefit

  

7

ARTICLE IV    PROGRAM B: RESTORATION OF BENEFITS REDUCED BY CODE SECTION 415

  

10

4.1

  

Purpose

  

10

4.2

  

Eligibility

  

10

4.3

  

Calculation of Restoration Benefit

  

10

ARTICLE V    VESTING AND FORM OF PAYMENT

  

13

5.1

  

Vesting

  

13

5.2

  

Defined Contribution Plan Benefits

  

13

5.3

  

Defined Benefit Plan Benefits

  

15

5.4

  

Non-Duplication of Benefits

  

16

5.5

  

STC Plan Benefits

  

16

ARTICLE VI    ADMINISTRATION

  

16

6.1

  

Administration

  

16

6.2

  

Expenses

  

17

6.3

  

Indemnification

  

17

6.4

  

Non-Alienation of Benefits

  

17

ARTICLE VII    MERGER, AMENDMENT AND TERMINATION

  

18

7.1

  

Merger, Consolidation or Acquisition

  

18

7.2

  

Amendment and Termination

  

18

7.3

  

Participating Affiliates

  

18


SCHLUMBERGER LIMITED

SUPPLEMENTARY BENEFIT PLAN

(As Amended and Restated Effective January 1, 1995,

and conformed to include amendments through January 1, 2009)

PREAMBLE

Schlumberger Limited (Schlumberger N.V.), a Netherlands Antilles corporation (the “Company”), established an unfunded deferred compensation plan known as the Schlumberger Limited Supplementary Benefit Plan, effective as of January 1, 1981, and thereafter amended and restated such plan effective January 1, 1990. The amended and restated plan, as amended by the First Amendment thereto, is referred to herein as the “Prior Plan.” The purpose of the Prior Plan was to restore to eligible key employees of the Company and its participating subsidiaries and affiliated companies the amount of benefits which they are unable to receive under the Qualified Plans as a result of the Code Section 401(a)(17) Limitations, which limit the annual compensation that may be taken into account in computing benefits under the Qualified Plans, and by the Code Section 415 Limitations, which limit benefits and contributions under the Qualified Plans. Effective as of January 1, 1995, the Company hereby amends and restates the Prior Plan to (i) reflect the withdrawal of Schlumberger Technology Corporation and its subsidiaries as employers under the Prior Plan, (ii) reflect that all STC Plan Benefits (as herein defined) will be paid pursuant to the Schlumberger Technology Corporation Supplementary Benefit Plan, as established effective as of January 1, 1995, and (iii) incorporate the First Amendment to the Prior Plan (the “Plan”).

Program A of the Plan, set forth in Article III below, is intended to qualify for the exemptions provided under Title I of ERISA for plans that are not tax-qualified and that are maintained primarily to provide deferred compensation for a select group of management or highly compensated employees. Program B of the Plan, set forth in Article IV below, is intended to qualify for the exemptions provided under Title I of ERISA for plans that are excess benefit plans.

 

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NOW, THEREFORE, Schlumberger Limited hereby amends and restates the Prior Plan, effective as of January 1, 1995, to read as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

1.1 Definitions : Except as otherwise indicated, the terms used in this Plan shall have the same meaning as they have under the applicable Qualified Plans. For purposes of this Plan, the following definitions shall apply:

Administrative Committee ” shall mean the Administrative Committee of the Schlumberger Limited Pension Plan.

Affiliate ” shall mean any corporation in which the shares owned or controlled directly or indirectly by Schlumberger Limited shall represent 50% or more of the voting power of the issued and outstanding capital stock of such corporation. In addition to the above, the term “Affiliate” shall include any corporation or other trade or business which, together with Schlumberger Limited, is “under common control” within the meaning of Code Section 414(b) or (c) as defined in Code Section 1563(a)(1) and modified by Code Section 415(h). Notwithstanding the foregoing, the term “Affiliate” shall not include Schlumberger Technology Corporation, a Texas corporation, or any subsidiary of Schlumberger Technology Corporation.

Board of Directors ” shall mean the Board of Directors of Schlumberger Limited.

 

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Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

Code Section 401(a)(17) Limitations ” shall mean the limitations imposed by Code Section 401(a)(17).

Code Section 415 Limitations ” shall mean the limitations imposed by Code Section 415 without regard to Code Section 415(c)(1)(B).

Company ” shall mean Schlumberger Limited (Schlumberger N.V.), a Netherlands Antilles corporation.

Employee ” shall mean any person who is employed by and carried on the payroll of an Employer and who meets the requirements for participation in a Qualified Defined Benefit Plan or Qualified Defined Contribution Plan maintained by an Employer.

Employer ” shall mean the Company and any Affiliate which meets the definition of an Employer in the applicable Qualified Plan.

ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

Participant ” shall mean a participant in a Qualified Defined Contribution Plan or a Qualified Defined Benefit Plan of the Company or any Affiliate.

Plan ” shall mean the Schlumberger Limited Supplementary Benefit Plan, as amended and restated effective January 1, 1995 and set forth herein, and as amended from time to time.

 

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Prior Plan ” shall mean the Schlumberger Limited Supplementary Benefit Plan, effective as of January 1, 1990, as thereafter amended.

Qualified Defined Benefit Plans ” shall mean the defined benefit plans of the Company and its Affiliates which are intended to meet the requirements of ERISA and of Code Sections 401(a) and 501(a).

Qualified Defined Contribution Plans ” shall mean the profit-sharing plans of the Company and its Affiliates which are intended to meet the requirements of ERISA and of Code Sections 401(a) and 501(a); provided, however, that the term “Qualified Defined Contribution Plan” shall only include the portion of such a profit-sharing plan that provides for discretionary employer contributions and shall not include any portion of such a profit-sharing plan that is subject to Code Section 401(k) or 401(m).

Qualified Plans ” shall mean the Qualified Defined Contribution Plans and Qualified Defined Benefit Plans.

STC Plan ” shall mean the Schlumberger Technology Corporation Supplementary Benefit Plan, as established effective January 1, 1995 and as thereafter amended from time to time.

STC Plan Benefit ” shall mean any benefit accrued pursuant to Section 3.3 or 4.3 of the Prior Plan and unpaid as of January 1, 1995, to the extent calculated with reference to any Qualified Plan thereunder sponsored or contributed to by Schlumberger Technology Corporation or any subsidiary thereof.

 

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1.2 Gender and Number : Except when otherwise indicated by the context, any masculine pronoun when used in the Plan shall refer to either male or female Participants, and the definition of any term in the singular shall also include the plural.

1.3 Severability : In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted, and the Company shall have the privilege and opportunity to correct and remedy questions of illegality or invalidity by amendment as provided in the Plan.

1.4 Applicable Law : This Plan shall be governed and construed in accordance with the laws of the State of New York.

1.5 Plan Not an Employment Contract : The Plan is not an employment contract. The receipt of benefits under the Plan does not give to any person the right to be continued in employment by the Company or an Affiliate, and all Employees remain subject to change of salary, transfer, change of job, discipline, layoff, discharge (with or without cause), or any other change of employment status.

1.6 Source of Payment : The benefits described in this Plan are contractual obligations and liabilities of the applicable Employer to pay compensation for services in accordance with the terms hereof. All amounts paid under this Plan shall be paid in cash from the general assets of the applicable Employer. Benefits shall be reflected on the accounting records of the Employers, but shall not be construed to create, or require the creation of, a trust, custodial or escrow account. No special or separate fund need be established and no segregation of assets need be made to assure the payment of such benefits. No Participant shall have any right, title, or interest whatever in or to any investment reserves, accounts, funds or assets that the Company or

 

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the Employers may purchase, establish, or accumulate to aid in providing the benefits described in this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust or a fiduciary relationship of any kind between an Employer or the Company and a Participant or any other person. Neither a Participant nor the beneficiary of a Participant shall acquire any interest hereunder greater than that of an unsecured creditor.

1.7 Tax Withholding : The Employer may withhold from a payment any federal, state, or local taxes required by law to be withheld with respect to such payment and such sums as the Employer may reasonably estimate as necessary to cover any taxes for which the Employer may be liable and which may be assessed with regard to such payment.

ARTICLE II

PARTICIPATION

A Participant entitled to benefits under the Prior Plan shall receive such benefits, together with any benefits accrued hereunder from and after January 1, 1995, pursuant to the provisions of this Plan. Notwithstanding the foregoing, no Participant shall receive STC Plan Benefits hereunder from and after January 1, 1995, but such benefits shall instead be treated as provided in Section 5.5. An Employee who becomes eligible for participation in Program A of this Plan (as described in Section 3.2) from and after January 1, 1995 shall become a Participant in Program A of this Plan if, as of or after such date, the benefits he would otherwise receive as a result of his participation in one or more of the Qualified Plans are reduced as a result of the Code Section 401(a)(17) Limitations. An Employee who becomes eligible for participation in Program B of this Plan (as described in Section 4.2) from and after January 1, 1995 shall become a Participant in Program B of this Plan if, as of or after such date, the benefits he would otherwise receive as a result of his participation in one or more of the Qualified Plans are

 

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reduced as a result of the Code Section 415 Limitations. An Employee who becomes eligible for participation in both Program A and B of this Plan from and after January 1, 1995 and whose Qualified Plan benefits have been reduced by both the Code Section 401(a)(17) Limitations and the Code Section 415 Limitations shall participate in both Program A and B; provided, however, that nothing in this Plan shall entitle him to receive an amount that exceeds the total benefits that would have been his due under the Qualified Plans in the absence of the Code Section 401(a)(17) Limitations and the Code Section 415 Limitations.

ARTICLE III

PROGRAM A: RESTORATION OF

BENEFITS REDUCED BY CODE SECTION 401(a)(17)

3.1 Purpose : Code Section 401(a)(17) limits the amount of compensation that may be taken into account under the Qualified Plans. The purpose of Program A is to restore to Participants in the Qualified Plans any benefits that would have been available to them under the Qualified Plans had the Code Section 401(a)(17) Limitations not been imposed.

3.2 Eligibility : In order to participate in Program A of this Plan, an individual must (a) be a Participant in one of the Qualified Plans and (b) have experienced a reduction in the benefits he would have received from the Qualified Plan in which he is a Participant as a result of the Code Section 401(a)(17) Limitations on the amount of annual compensation that may be included in the calculation of benefits. In addition, this Program is intended solely for the participation of a select group of management or highly compensated employees, as those terms are set forth in Section 201(2) of ERISA.

3.3 Calculation of Restoration Benefit : The amount of restoration benefits payable to a Participant in Program A of this Plan with reference to each Qualified Defined Benefit Plan under which the Participant may claim benefits will be calculated in the manner described in

 

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Subsection (a). The amount of benefits payable to a Participant in Program A of this Plan with reference to each Qualified Defined Contribution Plan under which the Participant may claim benefits will be calculated in the manner described in Subsection (b).

(a) Restoration of Amounts Under Qualified Defined Benefi


 
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