SUPERIOR ENERGY SERVICES,
INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
Effective January 1,
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
ARTICLE I
PURPOSE AND EFFECTIVE DATE
|
|
|
1
|
|
|
ARTICLE II
DEFINITIONS
|
|
|
1
|
|
|
|
|
Account or
Accounts
|
|
|
1
|
|
|
|
|
Administrative
Committee
|
|
|
1
|
|
|
|
|
Base
Salary
|
|
|
1
|
|
|
|
|
Beneficiary
|
|
|
1
|
|
|
|
|
Board
|
|
|
1
|
|
|
|
|
Bonus
Compensation
|
|
|
1
|
|
|
|
|
Business
Combination
|
|
|
1
|
|
|
|
|
Cause
|
|
|
2
|
|
|
|
|
CEO
|
|
|
2
|
|
|
|
|
Change of
Control
|
|
|
2
|
|
|
|
|
Change of
Control Participant
|
|
|
3
|
|
|
|
|
Claimant
|
|
|
4
|
|
|
|
|
Code
|
|
|
4
|
|
|
|
|
Compensation
Committee
|
|
|
4
|
|
|
|
|
Common
Stock
|
|
|
4
|
|
|
|
|
Company
|
|
|
4
|
|
|
|
|
Designee
|
|
|
4
|
|
|
|
|
Disabled or
Disability
|
|
|
4
|
|
|
|
|
Discretionary
Contributions
|
|
|
4
|
|
|
|
|
Effective
Date
|
|
|
4
|
|
|
|
|
ERISA
|
|
|
4
|
|
|
|
|
Form of
Payment
|
|
|
4
|
|
|
|
|
401(k)
Plan
|
|
|
4
|
|
|
|
|
Incumbent
Board
|
|
|
4
|
|
|
|
|
Participant
|
|
|
4
|
|
|
|
|
Participation
Agreement
|
|
|
4
|
|
|
|
|
Plan
Year
|
|
|
5
|
|
|
|
|
Post
Transaction Corporation
|
|
|
5
|
|
|
|
|
Retirement
Account
|
|
|
5
|
|
|
|
|
Retirement
Contributions
|
|
|
5
|
|
|
|
|
Section 409A
Change of Control
|
|
|
5
|
|
|
|
|
Separation from
Service
|
|
|
5
|
|
|
|
|
Superior
|
|
|
5
|
|
|
|
|
Valuation
Date
|
|
|
5
|
|
|
|
|
Year of
Service
|
|
|
5
|
|
|
ARTICLE III
PARTICIPATION
|
|
|
5
|
|
|
|
|
Participation
|
|
|
5
|
|
|
|
|
Termination of
Participation
|
|
|
5
|
|
|
ARTICLE IV
CONTRIBUTIONS
|
|
|
6
|
|
|
|
|
Retirement
Contributions
|
|
|
6
|
|
|
|
|
Discretionary
Contributions
|
|
|
8
|
|
i
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
Withholding on
Contributions
|
|
|
8
|
|
|
ARTICLE V
MAINTENANCE OF ACCOUNTS AND EARNINGS
|
|
|
8
|
|
|
|
|
Maintenance of
Accounts
|
|
|
8
|
|
|
|
|
Earnings
Allocation
|
|
|
8
|
|
|
|
|
Statement of
Accounts
|
|
|
9
|
|
|
ARTICLE VI
VESTING
|
|
|
9
|
|
|
|
|
Vesting
Events
|
|
|
9
|
|
|
|
|
Forfeiture
|
|
|
9
|
|
|
ARTICLE VII
RETIREMENT BENEFIT
|
|
|
10
|
|
|
|
|
Retirement
Benefit
|
|
|
10
|
|
|
|
|
Timing and
Manner of Payment
|
|
|
10
|
|
|
|
|
Participation
Agreement
|
|
|
11
|
|
|
|
|
Participation
Agreement Timing
|
|
|
11
|
|
|
|
|
Modification of
Form of Payment
|
|
|
11
|
|
|
|
|
Death
|
|
|
11
|
|
|
|
|
Acceleration of
Payment
|
|
|
12
|
|
|
|
|
Delay of
Payment
|
|
|
13
|
|
|
ARTICLE VIII
ADMINISTRATION
|
|
|
14
|
|
|
|
|
Administrative
Committee Duties
|
|
|
14
|
|
|
|
|
Claims
Procedure
|
|
|
15
|
|
|
ARTICLE IX
AMENDMENT AND TERMINATION OF PLAN
|
|
|
16
|
|
|
|
|
Amendment
|
|
|
16
|
|
|
|
|
Company’s
Right to Terminate
|
|
|
16
|
|
|
ARTICLE X
MISCELLANEOUS
|
|
|
17
|
|
|
|
|
Unfunded
Plan
|
|
|
17
|
|
|
|
|
Nonassignability
|
|
|
18
|
|
|
|
|
Validity and
Severability
|
|
|
18
|
|
|
|
|
Governing
Law
|
|
|
18
|
|
|
|
|
Employment
Status
|
|
|
18
|
|
|
|
|
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.
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.
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
|
|
|
|
|
2.5
|
%
|
|
|
|
|
5.0
|
%
|
|
|
|
|
7.5
|
%
|
|
|
|
|
10.0
|
%
|
|
|
|
|
15.0
|
%
|
|
|
|
|
17.5
|
%
|
|
|
|
|
20.0
|
%
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.0
|
%
|
|
|
10.0
|
%
|
|
|
15.0
|
%
|
|
|
15.0
|
%
|
|
|
20.0
|
%
|
|
|
20.0
|
%
|
|
|
25.0
|
%
|
|
|
25.0
|
%
|
|
|
|
|
|
|
|
10.0
|
%
|
|
|
15.0
|
%
|
|
|
15.0
|
%
|
|
|
20.0
|
%
|
|
|
20.0
|
%
|
|
|
25.0
|
%
|
|
|
25.0
|
%
|
|
|
35.0
|
%
|
|
|
|
|
|
|
|
15.0
|
%
|
|
|
15.0
|
%
|
|
|
20.0
|
%
|
|
|
20.0
|
%
|
|
|
25.0
|
%
|
|
|
25.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
Base
Salary
|
|
|
|
Bonus
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
From table at
Section 4.01(b)
|
|
|
|
|
|
|
|
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
|