Exhibit 10.3
SCHLUMBERGER
LIMITED
RESTORATION SAVINGS
PLAN
(As Established Effective
June 1, 1995,
and conformed to include amendments through
January 1, 2009)
SCHLUMBERGER
LIMITED
RESTORATION SAVINGS
PLAN
(As Established Effective
June 1, 1995,
and conformed to include amendments through
January 1, 2009)
INDEX
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ARTICLE
I
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DEFINITIONS
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2
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ARTICLE
II
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ELIGIBILITY
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4
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ARTICLE
III
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PARTICIPATION
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4
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ARTICLE
IV
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CONTRIBUTIONS
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6
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ARTICLE
V
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ALLOCATION
OF CONTRIBUTIONS AND INTEREST
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7
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ARTICLE
VI
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VESTING
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7
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ARTICLE
VII
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FORM
AND TIMING OF PAYMENT
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9
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ARTICLE VIII
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MERGER,
AMENDMENT AND TERMINATION
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10
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ARTICLE
IX
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ADMINISTRATION
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10
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ARTICLE
X
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MISCELLANEOUS
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11
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ARTICLE I
DEFINITIONS
Section 1.1
“Account” shall mean the account maintained on behalf of
each Participant or Former Participant which reflects the
Participant’s or Former Participant’s Elective
Deferrals, Matching Contributions, if any, and Interest.
Section 1.2 “Administrative
Committee” shall
mean the Administrative Committee of the Schlumberger Limited
Pension Plan.
Section 1.3
“Affiliate” shall mean any corporation in which the shares
owned or controlled directly or indirectly by Schlumberger Limited
shall represent eighty percent (80%) or more of the voting
power of the issued and outstanding capital stock of such
corporation. Affiliate shall also include any corporation or other
trade or business which, together with Schlumberger Limited, is
“under common control” as determined in accordance with
Section 414(b) or (c) of the Code, as may be modified by
Section 415(h) of the Code.
Section 1.4 “Base
Compensation” shall
mean Compensation, excluding any bonus or incentive
payment.
Section 1.5
“Beneficiary” shall mean the individual designated by a
Participant or Former Participant in accordance with
Section 3.3 who is entitled to benefits under the Plan in the
event of a Participant’s or Former Participant’s
death.
Section 1.6 “Board of
Directors” shall
mean the Board of Directors of Schlumberger Limited.
Section 1.7
“Code” shall
mean the Internal Revenue Code of 1986, as may be
amended.
Section 1.8
“Compensation” shall mean the aggregate amount of compensation
paid by the Employer or an Affiliate to an Employee during a
calendar year, including normal salary, wages, overtime
compensation, commissions, bonuses and salary deferral amounts
under Section 401(k) of the Code, if any, and
excluding:
(a) compensation for employment
during any period in which an individual is not an
Employee;
(b) any special payment of
compensation, including but not limited to, income arising pursuant
to the exercise of a stock option, field meal allowance, early
retirement payments, severance payments, pay in lieu of vacation,
tuition reimbursement, moving allowances;
(c) payment by the Employer on
behalf of the Participant to this or any other qualified or
non-qualified pension, profit sharing, savings or other employee
benefit plan.
Section 1.9 “Effective
Date” shall mean
June 1, 1995, the effective date of the Plan.
2
Section 1.10 “Elective
Deferrals” shall
mean the amount of Excess Compensation an Eligible Employee elects
to defer in accordance with Section 4.1 of the
Plan.
Section 1.11 “Eligible
Employee” shall
mean an Employee who is on a U.S. based payroll or is seconded by
an Employer to a foreign country and is on the payroll of
Schlumberger Resources, Inc.
Section 1.12
“Employee” shall mean an employee of the Employer who is
employed by and carried on the payroll of the Employer.
Section 1.13
“Employer” shall mean Schlumberger Limited and any
Affiliate who has adopted the Plan for the benefit of its Eligible
Employees.
Section 1.14 “Enrollment
Period” shall mean
the 31 day period beginning May 1, 1995. Effective after
June 1, 1995, Enrollment Period means the 30 day period
beginning November 1, 1995 and each November 1
thereafter.
Section 1.15 “Excess
Compensation” shall
mean the amount of Compensation paid to an Employee during a
calendar year in excess of $150,000, as such amount may be adjusted
in accordance with Section 401(a)(17) of the Code.
Section 1.16 “Former
Participant” means
an Employee of the Employer or an Affiliate who was a Participant
and continues to have an Account under the Plan.
Section 1.17
“Interest” shall mean the amount of interest allocated to a
Participant’s Account. Such amount shall mirror the interest
earnings of the Fixed Income Fund under the Schlumberger Master
Profit Sharing Trust.
Section 1.18 “Matching
Contribution” shall
mean the amount contributed by the Employer in accordance with
Section 4.4.
Section 1.19
“Participant” shall mean an Eligible Employee who meets the
eligibility requirements of Section 2.2 and has commenced, but
not terminated, participation in the Plan in accordance with the
provisions of Article III of the Plan.
Section 1.20
“Plan” shall
mean the Schlumberger Limited Restoration Savings Plan as set forth
herein and as may be amended.
Section 1.21 “Plan
Year” shall mean
June 1, 1995 through December 31, 1995 and each calendar
year thereafter.
Section 1.22
“Trust” shall
mean the Schlumberger Executive Deferred Compensation Trust, a
grantor trust.
Section 1.23
“Vested” shall mean non-forfeitable.
3
Unless the context of the document clearly
provides otherwise, all masculine pronouns when used in the Plan
shall be deemed to include the feminine gender and any feminine
pronouns shall be deemed to include the masculine
gender.
ARTICLE II
ELIGIBILITY
Section 2.1 Employer
Determination
Each year, prior to the Enrollment
Period, the Employer shall determine those Eligible Employees who
may participate in the Plan during the subsequent Plan Year. Such
determination shall be made in accordance with the requirements set
forth in Section 2.2.
Section 2.2 Eligibility
Requirements
An Eligible Employee may participate
in the Plan if such Eligible Employee is projected to have Excess
Compensation in the subsequent Plan Year. In determining whether an
Eligible Employee is projected to have Excess Compensation, the
Employer shall look to the Eligible Employee’s Base
Compensation for the then current calendar year and the maximum
projected bonus potential payable in the first quarter of the
subsequent Plan Year based on the Employee’s current grade
and salary level. If the sum of the Eligible Employee’s Base
Compensation and the maximum projected bonus potential exceeds the
limitation set forth in Section 401(a)(17) of the Code, the
Employee is eligible to participate in the Plan during the
subsequent Plan Year.
The Plan is intended to qualify for
the exemptions provided under Title I of the Employee Retirement
Income Security Act of 1974 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.
ARTICLE III
PARTICIPATION
Section 3.1 Commencement of
Participation
During each Enrollment Period, an
Eligible Employee who meets the requirements of Section 2.2
may elect to participate in the Plan by completing the necessary
deferral election forms. Such forms shall be provided to each
Eligible Employee during the Enrollment Period by the Personnel
Department of Schlumberger Limited.
In order to become effective, an
Eligible Employee’s deferral election must be filed with such
employee’s Personnel Department on or before the last day of
the Enrollment Period. Any election filed after the Enrollment
Period shall not become effective.
An Eligible Employee who elects to
participate within an Enrollment Period shall become a Participant
on the first day of the next following Plan Year.
4
Section 3.2 Cessation of
Participation
A Participant shall cease to be a
Participant as of the earliest of: (i) the date on which the
Plan terminates; (ii) the date on which the Participant is no
longer an Eligible Employee; (iii) the first day of any Plan
Year in which the Participant fails to meet the eligibility
requirements of Section 2.2; or (iv) the first day of any
Plan Year in which the Participant does not elect to participate or
fails to enroll within the applicable Enrollment Period.
A Participant who ceases to be a
Participant in accordance with (ii), (iii) or (iv) of the
preceding paragraph shall become a Former Participant if such
Participant retains an Account under the Plan.
Section 3.3 Beneficiary
Designation
Subject to the requirements of this
Section 3.3, a Participant or Former Participant may
designate, in writing, a Beneficiary who is entitled to receive the
benefits hereunder in the event of the Participant’s or
Former Participant’s death.
The Beneficiary of a Participant or
Former Participant who is married is automatically the
Participant’s or Former Participant’s spouse. A married
Participant or Former Participant may designate a Beneficiary other
than the spouse only if such spouse consents, in writing, to such
designation. In order to be effective, such spousal consent must
(i) acknowledge the effect of waiving the benefit such spouse
is otherwise entitled to receive; (ii) consent to the
designated Beneficiary; (iii) acknowledge that the Beneficiary
designation is not valid unless the spouse agrees to such
designation and (iv) be witnessed by a notary public or
authorized Plan representative.
A Participant or Former Participant
who is not married may designate any individual or person as
Beneficiary.
A Beneficiary designation shall only
become effective upon receipt by the Personnel Department of the
Employer. Any Beneficiary designation filed with the Employer
shal