Exhibit 10.14
DRESSER, INC.
ELECTIVE DEFERRAL
PLAN
TABLE OF
CONTENTS
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ARTICLE
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PAGE
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Establishment and Purpose of Plan
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(ii
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I
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Definitions and Construction
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I-1
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II
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Participation
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II-1
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III
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Account Credits
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III-1
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IV
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Withdrawals
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IV-1
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V
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Payment of Benefits
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V-1
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VI
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Administration of the Plan
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VI-1
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VII
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Nature of the Plan
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VII-1
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VIII
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Participating Employers
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VIII-1
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IX
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Miscellaneous
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IX-1
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(i)
DRESSER, INC.
ELECTIVE DEFERRAL
PLAN
Establishment and Purpose of
Plan
Dresser, Inc. hereby establishes the
Dresser, Inc. Elective Deferral Plan, effective as of the Effective
Date. The Plan shall be the successor to and continuation of the
Halliburton Elective Deferral Plan, as amended and restated
effective September 1, 2000, with respect to those
Participants who were previously participants in such
plan.
The purpose of the Plan is to assist
certain of the Company’s employees in making more adequate
provision for their retirement.
(ii)
I.
Definitions and
Construction
1.1 Definitions
. Where the following
words and phrases appear in the Plan, they shall have the
respective meanings set forth below, unless their context clearly
indicates to the contrary.
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(1)
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Account : A memorandum bookkeeping account established
on the records of the Employer for a Participant that is credited
with amounts determined in accordance with Article III of the Plan.
As of any determination date, a Participant’s benefit under
the Plan shall be equal to the amount credited to his Account as of
such date. A Participant shall have a 100% nonforfeitable interest
in his Account at all times.
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(2)
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Act : The Employee Retirement Income Security Act of
1974, as amended.
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(3)
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Affiliate : Any entity of which an aggregate of 50% or
more of the ownership interest is owned of record or beneficially,
directly or indirectly, by the Company or any other
Affiliate.
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(4)
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Base
Salary : The base
rate of cash compensation paid by the Employer to or for the
benefit of a Participant for services rendered or labor performed
while a Participant, including base pay a Participant could have
received in cash in lieu of (A) deferrals pursuant to
Section 3.1 and (B) contributions made on his behalf to
any qualified plan maintained by the Employer or to any cafeteria
plan under section 125 of the Code maintained by the
Employer.
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(5)
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Bonus
Compensation : With
respect to any Participant for a Plan Year, the amount awarded
under a regular bonus plan maintained by the Employer that is
payable to the Participant in cash.
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(6)
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Code : The Internal Revenue Code of 1986, as
amended.
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(7)
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Compensation Committee
: The Compensation Committee of the
Directors.
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(8)
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Committee : The administrative committee appointed by the
Compensation Committee to administer the Plan.
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(9)
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Company : Dresser, Inc.
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(10)
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Directors : The Board of Directors of the
Company.
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(11)
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Effective
Date : The effective
date of the Plan which shall be April 10, 2001.
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(12)
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Eligible
Employee : Any
Employee who is (i) a permanent Full-Time Active Employee,
(2) subject to the income tax laws of the United States, and
(3) an officer or member of a select group of highly
compensated employees of the Employer.
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I-1
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(13)
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Employee : Any person employed by the
Employer.
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(14)
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Employer : The Company and each eligible organization
designated as an Employer in accordance with the provisions of
Article VIII of the Plan.
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(15)
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Full-Time
Active Employee : An
Employee whose employment with the Employer requires, and who
regularly and actively performs, 30 or more hours of service for
the Employer each week at a usual place of business of the Employer
or at a location to which such Employee is required or permitted to
travel on behalf of the Employer for which such Employee is paid
regular compensation.
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(16)
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Participant : Each Eligible Employee who has been selected
for participation in the Plan and who has become a Participant
pursuant to Article II.
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(17)
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Plan : The Dresser, Inc. Elective Deferral Plan, as
amended from time to time.
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(18)
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Plan
Year : The
twelve-consecutive month period commencing January 1 of each
year; except that the first Plan Year shall commence on the
Effective Date and end on the December 31
st
next following the
Effective Date.
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(19)
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Retirement : The date the Participant retires in accordance
with the terms of his Employer’s retirement policy as in
effect at that time.
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(20)
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Unforeseeable Emergency
: A severe financial hardship to the
Participant resulting from a sudden and unexpected illness or
accident of the Participant or of a dependent (as defined in
section 152(a) of the Code) of the Participant, loss of the
Participant’s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant.
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1.2 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.
1.3 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.
I-2
II.
Participation
2.1 Participation
. Participants in the
Plan are those Eligible Employees who are selected by the
Committee, in its sole discretion, as Participants. The Committee
shall notify each Participant of his selection as a Participant.
Subject to the provisions of Section 2.2, a Participant shall
remain eligible to defer Base Salary and/or Bonus Compensation
hereunder for each Plan Year following his initial year of
participation in the Plan.
2.2 Cessation of Active
Participation . Notwithstanding any provision herein to the
contrary, an individual who has become a Participant in the Plan
shall cease to be entitled to defer Base Salary and/or Bonus
Compensation hereunder effective as of the date he ceases to be an
Eligible Employee or any earlier date designated by the Committee.
Any such Committee action shall be communicated to the affected
individual prior to the effective date of such action.
II-1
III.
Account
Credits
3.1 Base Salary Deferrals
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(a) Any participant may elect to
defer receipt of an integral percentage of from 5% to 75% of his
Base Salary, in 5% increments, for any Plan Year. A
Participant’s election to defer receipt of a percentage of
his Base Salary for any Plan Year shall be made on or before the
last day of the preceding Plan Year. Notwithstanding the foregoing,
if an individual initially becomes a Participant other than on the
first day of a Plan Year, such Participant’s election to
defer receipt of a percentage of his Base Salary for such Plan Year
may be made no later than 30 days after he becomes a Participant,
but such election shall be prospective only. A Participant’s
elections under the predecessor Halliburton Elective Deferral Plan
shall become his elections under this Plan as of the Effective Date
with respect to amounts deferred prior to the Effective Date,
amounts deferred for the remainder of the first Plan Year of the
Plan, and earnings credited thereto. The reduction in a
Participant’s Base Salary pursuant to his election shall be
effected by Base Salary reductions as of each payroll period within
the election period. Base Salary for a Plan Year not Deferred by a
Participant pursuant to this Paragraph shall be received by such
Participant in cash, except as provided by any other plan
maintained by the Employer. Deferrals of Base Salary under this
Plan shall be made before elective deferrals or contributions of
Base Salary under any other plan maintained by the Employer. Base
Salary deferrals made by a Participant shall be credited to such
Participant’s Account as of the date the Base Salary deferred
would have been received by such Participant in cash had no
deferral been made pursuant to this Section. Except as provided in
Paragraph (b), deferral elections for a Plan Year pursuant to this
Section shall be irrevocable.
(b) A Participant shall be permitted
to revoke his election to defer receipt of his Base Salary for any
Plan Year in the event of an Unforeseeable Emergency, as determined
by the Committee in its sole discretion. For purposes of the Plan,
the decision of the Committee regarding the existence or
nonexistence of an Unforeseeable Emergency of a Participant shall
be final and binding. Further, the Committee shall have the
authority to require a Participant to provide such proof as it
deems necessary to establish the existence and significant nature
of the Participant’s Unforeseeable Emergency. A Participant
who is permitted to revoke his Base Salary deferral election during
a Plan Year shall not be permitted to resume Base Salary deferrals
under the Plan until the next following Plan Year.
3.2 Bonus Compensation
Deferrals . Any
Participant may elect to defer receipt of an integral percentage of
from 5% to 75% of his Bonus Compensation, in 5% increments, for any
Plan Year. A Participant’s election to defer receipt of a
percentage of his Bonus Compensation for any Plan Year shall be
made on or before the last day of the preceding Plan Year.
Notwithstanding the foregoing, if any individual initially becomes
a Participant other than on the first day of a Plan Year, such
Participant’s election to defer receipt of a percentage of
his Bonus Compensation for such Plan Year may be made no later than
30 days after he becomes a Participant, but such election shall
apply only to a pro rata portion of his Bonus Compensation for such
Plan Year based upon the number of complete months remaining in
such Plan Year
III-1
divided by twelve. A Participant’s
elections under the predecessor Halliburton Elective Deferral Plan
shall become his elections under this Plan as of the Effective Date
with respect to amounts deferred prior to the Effective Date,
amounts deferred for the remainder of the first Plan Year of the
Plan, and earnings credited thereto. Bonus Compensation for a Plan
Year not deferred by a Participant pursuant to this Section shall
be received by such Participant except as provided by any other
plan maintained by the Employer. Deferrals of Bonus Compensation
under this Plan shall be made before elective deferrals or
contributions of Bonus Compensation under any other plan maintained
by the Employer. Bonus Compensation deferrals made by a Participant
shall be credited to such Participant’s Account as of the
date the Bonus Compensation deferred would have been received by
such Participant had no deferral been made pursuant to this
Section 3.2. Deferral elections for a Plan Year pursuant to
this Section shall be irrevocable.
3.3 Earnings Credits
. For each Plan Year, a
Participant’s Account shall be credited semiannually 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 Moody’s 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%. (For example, the rate earned for
the six months ended December 31, 2001, would be based on the
average Moody’s rate for the six months ended May 31,
2001, plus 2%). So long as there is any balance in any Account,
such Account shall continue to receive earnings credits pursuant to
this Section.
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IV.
Withdrawals
Participants shall be permitted to
make withdrawals from the Plan only in the event of an
Unforeseeable Emergency, as determined by the Committee in its sole
discretion. No withdrawal shall be allowed to the extent that such
Unforeseeable Emergency is or may be relieved (a) through
reimbursement or compensation by insurance or otherwise,
(b) by liquidation of the Participant’s assets, to the
extent the liquidation of such assets would not itself cause severe
financial hardship or (c) by cessation of Base Salary
deferrals under the Plan pursuant to Section 3.1(b). Further,
the Committee shall permit a Participant to withdraw only the
amount it determines, in its sole discretion, to be reasonably
needed to satisfy the Unforeseeable Emergency.
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V.
Payment of
Benefits
5.1 Payment Election
Generally . In
connection with the deferral elections made by a Participant
pursuant to Article III for a Plan Year, such
Participant
