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
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Page
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ARTICLE I DEFINITIONS
AND CONSTRUCTION
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2
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1.1
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Definitions
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2
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1.2
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Gender and Number
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5
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1.3
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Severability
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5
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1.4
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Applicable Law
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5
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1.5
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Plan Not an Employment Contract
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5
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1.6
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Source of Payment
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5
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1.7
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Tax Withholding
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6
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ARTICLE
II PARTICIPATION
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6
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ARTICLE III PROGRAM A:
RESTORATION OF BENEFITS REDUCED BY CODE SECTION
401(a)(17)
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7
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3.1
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Purpose
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7
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3.2
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Eligibility
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7
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3.3
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Calculation of Restoration Benefit
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7
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ARTICLE IV PROGRAM B:
RESTORATION OF BENEFITS REDUCED BY CODE SECTION 415
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10
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4.1
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Purpose
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10
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4.2
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Eligibility
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10
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4.3
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Calculation of Restoration Benefit
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10
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ARTICLE V VESTING AND
FORM OF PAYMENT
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13
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5.1
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Vesting
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13
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5.2
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Defined Contribution Plan Benefits
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13
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5.3
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Defined Benefit Plan Benefits
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15
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5.4
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Non-Duplication of Benefits
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16
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5.5
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STC Plan Benefits
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16
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ARTICLE
VI ADMINISTRATION
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16
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6.1
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Administration
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16
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6.2
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Expenses
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17
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6.3
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Indemnification
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17
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6.4
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Non-Alienation of Benefits
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17
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ARTICLE VII MERGER,
AMENDMENT AND TERMINATION
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18
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7.1
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Merger, Consolidation or Acquisition
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18
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7.2
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Amendment and Termination
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18
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7.3
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Participating Affiliates
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18
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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.
-3-
“ 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
-5-
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