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SUPERIOR ENERGY SERVICES, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Effective January 1, 2008

Addendum or Modifications

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Title: SUPERIOR ENERGY SERVICES, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Effective January 1, 2008
Governing Law: Louisiana     Date: 2/27/2009
Industry: Oil Well Services and Equipment     Sector: Energy

SUPERIOR ENERGY SERVICES, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Effective January 1, 2008, Parties: superior energy services inc
50 of the Top 250 law firms use our Products every day

Exhibit 10.27

SUPERIOR ENERGY SERVICES, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective January 1, 2008

 


 

Table Of Contents

 

 

 

 

 

 

 

 

 

 

 

Page

 

 

 

 

 

 

 

 

ARTICLE I PURPOSE AND EFFECTIVE DATE

 

 

1

 

ARTICLE II DEFINITIONS

 

 

1

 

2.01

 

Account or Accounts

 

 

1

 

2.02

 

Administrative Committee

 

 

1

 

2.03

 

Base Salary

 

 

1

 

2.04

 

Beneficiary

 

 

1

 

2.05

 

Board

 

 

1

 

2.06

 

Bonus Compensation

 

 

1

 

2.07

 

Business Combination

 

 

1

 

2.08

 

Cause

 

 

2

 

2.09

 

CEO

 

 

2

 

2.10

 

Change of Control

 

 

2

 

2.11

 

Change of Control Participant

 

 

3

 

2.12

 

Claimant

 

 

4

 

2.13

 

Code

 

 

4

 

2.14

 

Compensation Committee

 

 

4

 

2.15

 

Common Stock

 

 

4

 

2.16

 

Company

 

 

4

 

2.17

 

Designee

 

 

4

 

2.18

 

Disabled or Disability

 

 

4

 

2.19

 

Discretionary Contributions

 

 

4

 

2.20

 

Effective Date

 

 

4

 

2.21

 

ERISA

 

 

4

 

2.22

 

Form of Payment

 

 

4

 

2.23

 

401(k) Plan

 

 

4

 

2.24

 

Incumbent Board

 

 

4

 

2.25

 

Participant

 

 

4

 

2.26

 

Participation Agreement

 

 

4

 

2.27

 

Plan Year

 

 

5

 

2.28

 

Post Transaction Corporation

 

 

5

 

2.29

 

Retirement Account

 

 

5

 

2.30

 

Retirement Contributions

 

 

5

 

2.31

 

Section 409A Change of Control

 

 

5

 

2.32

 

Separation from Service

 

 

5

 

2.33

 

Superior

 

 

5

 

2.34

 

Valuation Date

 

 

5

 

2.35

 

Year of Service

 

 

5

 

ARTICLE III PARTICIPATION

 

 

5

 

3.01

 

Participation

 

 

5

 

3.02

 

Termination of Participation

 

 

5

 

ARTICLE IV CONTRIBUTIONS

 

 

6

 

4.01

 

Retirement Contributions

 

 

6

 

4.02

 

Discretionary Contributions

 

 

8

 


 

Table Of Contents

 

 

 

 

 

 

 

 

 

 

 

Page

 

 

 

 

 

 

 

 

4.03

 

Withholding on Contributions

 

 

8

 

ARTICLE V MAINTENANCE OF ACCOUNTS AND EARNINGS

 

 

8

 

5.01

 

Maintenance of Accounts

 

 

8

 

5.02

 

Earnings Allocation

 

 

8

 

5.03

 

Statement of Accounts

 

 

9

 

ARTICLE VI VESTING

 

 

9

 

6.01

 

Vesting Events

 

 

9

 

6.02

 

Forfeiture

 

 

9

 

ARTICLE VII RETIREMENT BENEFIT

 

 

10

 

7.01

 

Retirement Benefit

 

 

10

 

7.02

 

Timing and Manner of Payment

 

 

10

 

7.03

 

Participation Agreement

 

 

11

 

7.04

 

Participation Agreement Timing

 

 

11

 

7.05

 

Modification of Form of Payment

 

 

11

 

7.06

 

Death

 

 

11

 

7.07

 

Acceleration of Payment

 

 

12

 

7.08

 

Delay of Payment

 

 

13

 

ARTICLE VIII ADMINISTRATION

 

 

14

 

8.01

 

Administrative Committee Duties

 

 

14

 

8.02

 

Claims Procedure

 

 

15

 

ARTICLE IX AMENDMENT AND TERMINATION OF PLAN

 

 

16

 

9.01

 

Amendment

 

 

16

 

9.02

 

Company’s Right to Terminate

 

 

16

 

ARTICLE X MISCELLANEOUS

 

 

17

 

10.01

 

Unfunded Plan

 

 

17

 

10.02

 

Nonassignability

 

 

18

 

10.03

 

Validity and Severability

 

 

18

 

10.04

 

Governing Law

 

 

18

 

10.05

 

Employment Status

 

 

18

 

10.06

 

Underlying Plans and Programs

 

 

18

 

ii 


 

ARTICLE I
PURPOSE AND EFFECTIVE DATE

     The purpose of the Superior Energy Supplemental Executive Retirement Plan (“Plan”) is to aid Superior Energy Services, Inc. (“Superior”) and its wholly-owned subsidiaries in retaining and attracting executives and key management personnel by providing them with Company retirement benefits above and beyond those provided through other Superior plans, and to reward exceptional performance by certain executives employed by Superior before the Plan was adopted, in a vehicle designed to provide tax deferred income. The Plan restricts participation to a select group of management and highly compensated employees (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended) and is intended to comply with Internal Revenue Code Section 409A. The Plan is effective January 1, 2008.

ARTICLE II
DEFINITIONS

     For the purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise:

     2.01 Account or Accounts . “Account” or “Accounts” means the Participant’s Retirement Account and any other notional Account(s) (such as Accounts for Discretionary Contributions) established by the Administrative Committee to track credits and earnings under the Plan.

     2.02 Administrative Committee . “Administrative Committee” means the committee appointed by the Compensation Committee, or by any person(s) to whom the Compensation Committee has delegated the power of appointment. As of the Effective Date of the Plan, the persons listed on Appendix A are members of the Administrative Committee.

     2.03 Base Salary . “Base Salary” means the base cash compensation paid by the Company to or for the benefit of a Participant for services rendered or labor performed while a Participant, before any reduction for withholdings or amounts deferred under any deferral program of the Company.

     2.04 Beneficiary . “Beneficiary” means the person, persons or entity designated by the Participant to receive any benefits payable under the Plan pursuant to a Participation Agreement.

     2.05 Board . “Board” means the Board of Directors of Superior.

     2.06 Bonus Compensation . “Bonus Compensation” means the cash bonus paid during the first quarter of each calendar year pursuant to the Company’s annual incentive plan, before any reduction for withholdings or amounts deferred under any deferral program of the Company.

     2.07 Business Combination . “Business Combination” has the meaning set forth in Section 2.10(c).

1


 

     2.08 Cause . “Cause” means Cause as defined in the Participant’s employment agreement with the Company, if any. If the Participant has no employment agreement with the Company, “Cause” means:

     (a) the substantial and continued willful failure by a Participant to perform his or her assigned duties that results, or could reasonably be expected to result, in material harm to the business or reputation of the Company, which failure is not corrected (if correctable) by the Participant within 30 days after written notice of such failure is delivered to the Participant by the Company;

     (b) a violation of the Company’s Code of Business Conduct and Ethics, which violation is not corrected (if correctable) by the Participant within 30 days after written notice of such violation is delivered to the Participant by the Company; or

     (c) the commission by the Participant of any criminal act involving moral turpitude or a felony which results in an indictment or conviction.

     2.09 CEO . “CEO” means the Chief Executive Officer of Superior.

     2.10 Change of Control . “Change of Control” means:

     (a) the acquisition by any person of beneficial ownership of 50% or more of the outstanding shares of the Common Stock or 50% or more of the combined voting power of Superior’s then outstanding securities entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control:

     (1) any acquisition (other than a Business Combination (as defined below) which constitutes a Change of Control under Section 2.10(c) hereof) of Common Stock directly from Superior,

     (2) any acquisition of Common Stock by Superior,

     (3) any acquisition of Common Stock by any employee benefit plan (or related trust) sponsored or maintained by Superior or any corporation controlled by Superior, or

     (4) any acquisition of Common Stock by any corporation or other entity pursuant to a Business Combination that does not constitute a Change of Control under Section 2.10(c) hereof; or

     (b) individuals who, as of December 1, 2008, constituted the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by Superior’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered a member of the Incumbent Board, unless such individual’s initial assumption of office occurs as a result of an actual or threatened election contest with respect to the

2


 

election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or

     (c) consummation of a reorganization, share exchange, merger or consolidation (including any such transaction involving any direct or indirect subsidiary of Superior) or sale or other disposition of all or substantially all of the assets of Superior (a “Business Combination”); provided, however, that in no such case shall any such transaction constitute a Change of Control if immediately following such Business Combination:

     (1) the individuals and entities who were the beneficial owners of Superior’s outstanding Common Stock and Superior’s voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination have direct or indirect beneficial ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the surviving or successor corporation, or, if applicable, the ultimate parent company thereof (the “Post-Transaction Corporation”), and

     (2) except to the extent that such ownership existed prior to the Business Combination, no person (excluding the Post-Transaction Corporation and any employee benefit plan or related trust of either Superior, the Post-Transaction Corporation or any subsidiary of either corporation) beneficially owns, directly or indirectly, 25% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 25% or more of the combined voting power of the then outstanding voting securities of such corporation, and

     (3) at least a majority of the members of the board of directors of the Post-Transaction Corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board providing for such Business Combination; or

     (d) approval by the stockholders of Superior of a complete liquidation or dissolution of Superior.

For purposes of this Section 2.10 the term “person” shall mean a natural person or entity, and shall also mean the group or syndicate created when two or more persons act as a syndicate or other group (including, without limitation, a partnership or limited partnership) for the purpose of acquiring, holding, or disposing of a security, except that “person” shall not include an underwriter temporarily holding a security pursuant to an offering of the security.

Notwithstanding this Section 2.10, no payment shall be made from this Plan as a result of a Change of Control unless the Change of Control is also a Section 409A Change of Control.

     2.11 Change of Control Participant . “Change of Control Participant” has the meaning set forth in Section 9.02(a).

3


 

     2.12 Claimant . “Claimant” has the meaning set forth in Section 8.02(a).

     2.13 Code . “Code” means the Internal Revenue Code of 1986, as amended. References to any provision of the Code or regulation (including a proposed regulation) thereunder shall include any successor provisions or regulations.

     2.14 Compensation Committee . “Compensation Committee” means the Compensation Committee of the Board.

     2.15 Common Stock . “Common Stock” means the common stock of Superior.

     2.16 Company . “Company” means Superior and all entities with whom Superior would be considered a single employer under Section 414(b) of the Code (employees of a controlled group of corporations), and all entities with whom Superior would be considered a single employer under Section 414(c) of the Code (employees of partnerships, proprietorships, etc., under common control).

     2.17 Designee . “Designee” means any individual(s) to whom the Board or the Compensation Committee has delegated authority to take action under the Plan. Wherever Board or Compensation Committee is referenced in the Plan, such reference shall be deemed to also refer to a Designee.

     2.18 Disabled or Disability . A Participant shall be considered “Disabled” or to have a “Disability” if the Participant is determined by the Compensation Committee to have a permanent and total disability, in its sole discretion.

     2.19 Discretionary Contributions . “Discretionary Contributions” means contributions made in the discretion of the Compensation Committee pursuant to Section 4.02.

     2.20 Effective Date . “Effective Date” means January 1, 2008.

     2.21 ERISA . “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     2.22 Form of Payment . “Form of Payment” means payment in a lump sum or annual installments (not to exceed 15).

     2.23 401(k) Plan . “401(k) Plan” means the Superior Energy 401(k) Plan, as amended.

     2.24 Incumbent Board . “Incumbent Board” has the meaning set forth in Section 2.10(b).

     2.25 Participant . “Participant” means any individual who is eligible to participate in the Plan in accordance with Article III.

     2.26 Participation Agreement . “Participation Agreement” means the form completed by the Participant in accordance with Section 7.03.

4


 

     2.27 Plan Year . “Plan Year” means a twelve-month period beginning January 1 and ending the following December 31.

     2.28 Post Transaction Corporation . “Post-Transaction Corporation” has the meaning set forth in Section 2.10(c).

     2.29 Retirement Account . “Retirement Account” means the notional account maintained on the books of the Company for each Participant to track contributions made pursuant to Article IV.

     2.30 Retirement Contributions . “Retirement Contributions” means contributions made pursuant to Section 4.01.

     2.31 Section 409A Change of Control . “Section 409A Change of Control” means a change in the ownership or effective control of a Company or a change in the ownership of a substantial portion of the assets of a Company, as such terms are defined in Treasury Regulation Section 1.409A-3(i)(5).

     2.32 Separation from Service . “Separation from Service” means “separation from service” with the Company as defined in Treasury Regulation Section 1.409A-1(h).

     2.33 Superior . “Superior” means Superior Energy Services, Inc. and its successors and assigns, including but not limited to any corporation or entity with or into which such company may merge or consolidate.

     2.34 Valuation Date . “Valuation Date” means the last calendar date of each Plan Year or such other dates as the Administrative Committee in its sole discretion may determine.

     2.35 Year of Service . “Year of Service” means a Year of Service as determined for vesting purposes under the 401(k) Plan (1,000 hours of service (as defined in the 401(k) Plan) during a calendar year equals one Year of Service).

ARTICLE III
PARTICIPATION

     3.01 Participation . Participation in the Plan shall be limited to executive officers of Superior and other members of a select group of management or highly compensated employees of any Company that is 100%-owned by Superior (directly or indirectly). Participants must be recommended for participation in the Plan by the CEO and approved by the Compensation Committee. After such approval, Participants who are not executive officers of Superior will be identified on Appendix B, which shall be updated as necessary to reflect such changes, without the necessity of a Plan amendment.

     3.02 Termination of Participation . Active participation ( i.e. , eligibility for contributions pursuant to Article IV) shall cease upon the earlier of Separation from Service or upon a designation of the Participant as ineligible to participate by the CEO, with the approval of the Compensation Committee. The CEO, with approval of the Compensation Committee, may determine at any time that a Participant shall cease to be eligible for additional contributions

5


 

under the Plan. Appendix B shall be updated as necessary to reflect such changes, without the necessity of a Plan amendment. Participation shall cease completely when a Participant has no Account balance under the Plan.

ARTICLE IV
CONTRIBUTIONS

     4.01 Retirement Contributions . The Company shall credit each Participant’s Retirement Account with amounts determined in accordance with this Section 4.01, as follows:

     (a) Base Contributions . Unless otherwise provided in Section 4.01(b) for a given Plan Year, the annual Retirement Contribution for a Participant shall be the Retirement Contribution Percentage specified in the following table (based on the sum of the Participant’s age and Years of Service), multiplied by the sum of the Participant’s Base Salary paid during such Plan Year plus Bonus Compensation paid during such Plan Year (notwithstanding the fact that the Bonus Compensation relates to services performed in a prior year).

 

 

 

 

 

Participant’s Age + Years of

 

Retirement Contribution

Service

 

Percentage

0-45

 

 

2.5

%

46-55

 

 

5.0

%

56-65

 

 

7.5

%

66-75

 

 

10.0

%

76-85

 

 

15.0

%

86-95

 

 

17.5

%

96-105

 

 

20.0

%

106+

 

 

25.0

%

     (b) Enhanced Contributions . Notwithstanding Section 4.01(a), and in lieu of the contributions provided thereunder, for a given Plan Year, the Retirement Account of a Participant employed by the Company as of December 31, 2008, and whose age plus Years of Service as of such date totaled at least 55, shall be credited with annual Retirement Contributions equal to the Retirement Contribution Percentage specified in the following table (based on the Participant’s age and Years of Service) multiplied by the sum of the Participant’s Base Salary paid during such Plan Year plus Bonus Compensation paid during such Plan Year (notwithstanding the fact that the Bonus Compensation relates to services performed in a prior year).

6


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years of Service

 

 

Retirement Contribution Percentage

Age

 

1-5

 

6-10

 

11-15

 

16-20

 

21-25

 

26-30

 

31-35

 

36-40

 

50-54

 

 

10.0

%

 

 

10.0

%

 

 

15.0

%

 

 

15.0

%

 

 

20.0

%

 

 

20.0

%

 

 

25.0

%

 

 

25.0

%

55-59

 

 

10.0

%

 

 

15.0

%

 

 

15.0

%

 

 

20.0

%

 

 

20.0

%

 

 

25.0

%

 

 

25.0

%

 

 

35.0

%

60-64

 

 

15.0

%

 

 

15.0

%

 

 

20.0

%

 

 

20.0

%

 

 

25.0

%

 

 

25.0

%

 

 

35.0

%

 

 

35.0

%

65+

 

 

15.0

%

 

 

20.0

%

 

 

20.0

%

 

 

25.0

%

 

 

25.0

%

 

 

35.0

%

 

 

35.0

%

 

 

35.0

%

     (c) Determination of Age and Years of Service . For purposes of this Article IV, age and Years of Service are determined as of the last day of each Plan Year, fractional years shall not be counted, and there shall be no rounding to the next highest age or Year of Service.

     (d) Effect of Termination of Employment . A Participant shall not be entitled to receive a credit to his or her Retirement Account with respect to a Plan Year if he or she terminates employment prior to the date on which Retirement Contributions are credited to the Accounts of Participants in accordance with Section 4.01(e), unless the termination was due to the Participant’s Disability or Death, or termination by the Company without Cause, or due to a voluntary termination of employment after attaining age 65 or following a Change of Control.

     (e) Timing of Contributions . A Participant’s Retirement Contribution with respect to a given Plan Year of participation in the Plan shall be credited to the Participant’s Retirement Account in the first quarter following the end of such Plan Year ( e.g. by March 31, 2009 for the 2008 Plan Year).

     (f) First Year of Participation . Contributions with respect to the Plan Year in which a Participant becomes a Participant shall be based on the Participant’s Base Salary and Bonus Compensation for the entire Plan Year. However, in accordance with Treasury Regulation Section 1.409A-2(a)(7), a new Participant’s Retirement Contributions with respect to the first year of participation in the Plan shall not exceed (in absolute terms) the Participant’s Base Salary and other compensation earned during the Plan Year after a Participation Agreement is filed in accordance with Section 7.04. The previous sentence shall not apply to the 2008 Plan Year, in accordance with transition guidance issued by the Internal Revenue Service in Notice 2007-86.

     (g) Sample Retirement Contribution Calculation . Assume that Executive A is age 55 and has 10 Years of Service as of December 31, 2008. His 2008 Base Salary was $300,000 and he received a bonus in February 2008 of $200,000.

               Because his age plus Years of Service total at least 55, Executive A is eligible for an Enhanced Contribution. His contribution for the 2008 Plan Year will be $75,000, determined as follows:

7


 

 

 

 

$300,000

 

Base Salary

200,000

 

Bonus Compensation

 

 

 

$500,000

 

 

X    15%

 

From table at Section 4.01(b)

 

 

 

$  75,000

 

Retirement Contribution (Credited 1 st Quarter 2009)

     4.02 Discretionary Contributions . The Compensation Committee may, in its sole and absolute discretion, allocate Discretionary Contributions to a Participant’s Accounts if and when it deems appropriate (for example, if the Company wishes to reward long-service executives or provide additional incentives to recruit executives). Discretionary Contributions may be subject to special provisions, as specified by the Compensation Committee, including (but not limited to) special vesting and form of payment provisions. Declarations of awards of Discretionary Contributions shall be treated as a part of this Plan document and memorialized on Appendix C to the Plan.

     4.03 Withholding on Contributions . To the extent that the Company is required to withhold any taxes or other amounts from a contribution under the Plan pursuant to any state, Federal or local law, such amounts shall be taken out of other compensation eligible to be paid to the Participant, unless otherwise provided by the Administrative Committee pursuant to Section 7.07.

ARTICLE V
MAINTENANCE OF ACCOUNTS AND EARNINGS

     5.01 Maintenance of Accounts . Separate Accounts shall be maintained for each Participant. A Participant’s Account shall be utilized solely as a device for the measurement and determination of the amounts to be paid to the Participant pursuant to this Plan, and shall not constitute or be treated as a trust fund of any kind. The Administrative Committee shall determine the balance of each Account, as of each Valuation Date, by adjusting the balance of


 
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