COMPLETE PRODUCTION SERVICES,
INC.
DEFERRED COMPENSATION
PLAN
Effective January 1,
2009
COMPLETE PRODUCTION SERVICES,
INC.
DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
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PREAMBLE
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Page No.
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Establishment
of Plan and Purpose
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1
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Definitions and
Construction
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2
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2.1 —
Definitions
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2
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2.2 —
Construction
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5
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2.3 —
Governing Law
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5
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Participation
and Participant Elections
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6
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3.1 —
Participation
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6
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3.2 —
Participant Elections
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6
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3.3 —
Cessation of Participation
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7
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Employer
Matching Contributions
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8
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4.1 —
Employer Matching Contributions
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8
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Maintenance of
Participant Accounts
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9
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5.1 —
Establishment of Participant Accounts
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9
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5.2 —
Valuation of Accounts
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9
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5.3 —
Deemed Investment Benchmarks
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9
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5.4 —
Statement of Participant Accounts
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10
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Distribution of
Benefits
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11
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6.1 —
Distribution of Benefits
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11
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6.2 —
Distribution of Benefits to Director
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11
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Death
Benefits
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12
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7.1 —
Death Benefits
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12
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Administration
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13
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8.1 — The
Appointment Committee
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13
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8.2 —
Powers and Duties of the Administrative Committee
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13
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8.3 —
Participant as a Administrative Committee Member
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13
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8.4 —
Claims Procedure
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13
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Miscellaneous
Provisions
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15
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9.1 — No
Commitment as to Employment
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15
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9.2 —
Indemnification of Board of Directors, Administrative Committee and
Others
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15
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9.3 —
Amendment; Termination
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15
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9.4 —
Binding Effect
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16
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i
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PREAMBLE
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Page No.
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9.5 —
Construction of Plan
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16
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9.6 —
Validity of Plan
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16
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9.7 —
Title To Assets
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16
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9.8 —
Inalienability of Benefits
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16
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9.9 —
Payment of Benefits
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16
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9.10 —
Tax Withholding
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16
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Source of
Payment of Benefits
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17
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10.1 —
Source of Payments of Benefits
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17
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ii
ESTABLISHMENT OF PLAN AND
PURPOSE
Complete
Production Services, Inc. (the “Company”), hereby
adopts and establishes the Complete Production Services, Inc.
Deferred Compensation Plan (the “Plan”). The Effective
Date of the Plan is as of January 1, 2009. The Plan shall
apply to all Eligible Employees and Directors who become
Participants on or after the Effective Date.
The purpose of
the Plan is to advance the interests of the Company by attracting
and retaining in its employ highly qualified individuals for the
successful conduct of its business, as well as to attract and
retain Directors of outstanding competence and ability. The Company
hopes to accomplish these objectives by helping to provide for the
retirement of its key employees selected to participate in the Plan
and to reward such Directors for outstanding
performance.
It is the
intention of the Company that the Plan meet all of the requirements
necessary to qualify as a nonqualified, unfunded, unsecured plan of
deferred compensation (for a select group of management or 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 (“ERISA”) and all Plan
provisions shall be interpreted accordingly. Further, it is the
intention of the Company for the Plan to meet all of the
requirements of Code Section 409A and any regulations or
guidance promulgated thereunder so that all amounts deferred on
behalf of a Participant hereunder shall not be includible in the
income of the Participant until distributed to the
Participant.
1
DEFINITIONS AND
CONSTRUCTION
2.1
Definitions . Where the following words and phrases appear
in this Plan, they shall have the respective meanings set forth
below, unless their context clearly indicates to the
contrary:
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(a)
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Account . A bookkeeping account of a
Participant’s interest in the Plan represented by the
Employer Matching Contributions, Employer Discretionary
Contributions, Employee Contributions and Director Contributions
made on behalf of the Participant, with all earnings thereon
credited to such contributions and all losses, expenses and
distributions thereon debited from such contributions. A
Participant’s Account shall consist of the following
subaccounts (as applicable): the Participant’s Employer
Matching Contribution Account, the Participant’s Employer
Discretionary Contribution Account, the Participant’s
Employee Contribution Account and the Participant’s Director
Contribution Account.
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(b)
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Administrative Committee
. The Complete
Production Services, Inc. Deferred Compensation Plan Administrative
Committee appointed to administer the Plan in accordance with
Article VIII.
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(c)
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Affiliated Employer
. Affiliated Employer
means any corporation which is a member of a controlled group of
corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not
incorporated) which is under common control (as defined in Code
Section 414(c)) with the Employer; any organization (whether
or not incorporated) which is a member of an affiliated service
group (as defined in Code Section 414(m)) which includes the
Employer; and any other entity required to be aggregated with the
Employer pursuant to Regulations under Code
Section 414(o).
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(d)
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Appointment Committee
. The Complete
Production Services, Inc. Deferred Compensation Plan Appointment
Committee appointed by the Board of Directors of the Company which
is responsible for designating members of the Administrative
Committee pursuant to Article VIII.
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(e)
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Beneficiary . The person or persons designated
by the Participant, as provided in Article VII, to receive any
payments otherwise due the Participant under this Plan in the event
of Participant’s death.
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(f)
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Board of Directors
. The Board of Directors
of the Company.
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(g)
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Base Compensation.
The base compensation
paid by the Employer to a Participant for services rendered while a
Participant, including but not limited to, regular base salary, any
amounts deferred by the Participant under this Plan, elective
contributions made on the Participant’s behalf pursuant to a
Qualified Plan or a plan maintained under Section 125 of the
Code, and any other reductions of such Participant’s
remuneration, but excluding any bonus.
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(h)
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Bonus. Each annual bonus, if any, paid by
the Employer to or for the benefit of a Participant for services
rendered or labor performed while a Participant, including but not
limited to, any amounts deferred by the Participant under this
Plan, elective contributions made on the Participant’s behalf
pursuant to a Qualified Plan or a plan maintained under
Section 125 of the Code, and any other reductions of such
Participant’s remuneration.
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(i)
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Code . The Internal Revenue Code of 1986,
as amended from time to time.
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(j)
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Company . Complete Production Services,
Inc., a corporation organized and existing under the laws of the
State of Delaware, or its successor or successors.
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(k)
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Compensation . In the case of an Employee, Base
Compensation and/or Bonus, and in the case of a Director, the
compensation payable to the Director for services on the Board,
including annual retainer, meeting, and all other specified
fees.
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(l)
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Director . A non-Employee member of the Board
of Directors of the Company.
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(m)
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Director Contribution
Account . The
record of a Director’s interest in the Plan represented by
the Director Contributions made on behalf of the Director, with all
earnings therein credited to such Director Contributions on behalf
of the Director, and all losses, expenses and distributions thereon
debited from such Director’s Contributions. A Director
Contribution Account shall be one hundred percent (100%) vested at
all times.
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(n)
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Director Contributions
. The Compensation
deferrals that the Employer may make to a Participant’s
Director Contribution Account pursuant to the Election Form
executed by the Director under this Plan.
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(o)
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Effective Date
. The effective date of
the Plan is January 1, 2009.
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(p)
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Election Form
. The document executed
by a Participant pursuant to which the Participant elects to defer
a percentage (or fixed amount) of the Participant’s
Compensation.
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(q)
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Eligible Employee
. An Employee who is a
member of a select group of management or a highly compensated
employee who in the sole and exclusive judgment of the
Administrative Committee, because of his or her position and
responsibilities, contributes materially to the continued growth,
development and future business success of the Employer.
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(r)
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Employee . A person employed by the
Employer.
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(s)
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Employee Contributions
. The Compensation
deferrals that the Employer may make to a Participant’s
Employee Contribution Account in accordance with Section 3.2 of the
Plan.
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(t)
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Employee Contribution
Account . The
record of the interest in the Plan of a Participant who is an
Employee represented by the Employee Contributions made
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3
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on
behalf of the Participant, with all earnings thereon credited to
such Employee Contributions on behalf of the Participant and all
losses, expenses and distributions thereon debited from such
Employee Contributions. A Participant’s Employee Contribution
Account shall be one hundred percent (100%) vested at all
times.
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(u)
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Employer . The Company and any Affiliated
Employer.
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(v)
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Employer Discretionary
Contributions . The discretionary contributions,
if any, that the Employer may make to a Participant’s
Employer Discretionary Contribution Account or to a
Participant’s Director Contribution Account.
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(w)
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Employer Discretionary Contributions
Account. The
record of the interest in the Plan of a Participant who is an
Employee represented by the Employer Discretionary Contributions
made on behalf of the Participant, with all earnings thereon
credited to such Employer Discretionary Contributions on behalf of
the Participant and all loses, expenses and distributions thereon
debited from such Employer Discretionary Contributions. A
Participant’s Employer Discretionary Contribution Account
shall be one hundred percent (100%) vested at all times.
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(x)
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Employer Matching
Contributions . The contributions, if any, that
the Employer may make to a Participant’s Employer Matching
Contribution Account or to a Participant’s Director
Contribution Account.
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(y)
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Employer Matching Contribution
Account .
The record of the interest in the Plan of a Participant who is an
Employee represented by the Employer Matching Contributions made on
behalf of the Participant, with all earnings thereon credited to
such Employer Matching Contributions on behalf of the Participant
and all losses, expenses and distributions thereon debited from
such Employer Matching Contributions. A Participant’s
Employer Matching Contribution Account shall be one hundred percent
(100%) vested at all times.
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(z)
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ERISA . The Employee Retirement Income
Security Act of 1974, as amended from time to time.
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(aa)
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Net Compensation
. Compensation excluding
amounts deferred by the Participant under this Plan.
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(bb)
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Participant . An Eligible Employee or a Director
who becomes a Participant in the Plan pursuant to Article III
of this Plan.
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(cc)
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Plan . Complete Production Services, Inc.
Deferred Compensation Plan, set forth herein, as amended and
restated from time to time.
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(dd)
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Plan Year . The twelve (12) month period
beginning on January 1st and ending on December 31
st
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(ee)
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Qualified Plan
. The Complete
Production Services 401(k) Retirement and Savings Plan as in force
and effect on the Effective Date and as may be amended from time to
time thereafter and as applicable to the Participant.
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(ff)
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Rabbi Trust . Rabbi Trust means a grantor trust
established by the Company for purposes of setting aside funds for
the payment of benefits under the Plan. All assets of such trust
shall at all times be subject to the claims of the Employer’s
general creditors and no Participant shall have a claim to any
assets of a Rabbi Trust established pursuant to this
Plan.
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(gg)
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Separation from Service
. The termination of
employment by a Participant who is an Employee with the Employer
for any reason other than death and as determined in accordance
with Code Section 409A and any guidance issued
thereunder.
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(hh)
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Trustee . Trustee means the individuals or
institution appointed by the Employer in an agreement establishing
a Rabbi Trust and any successor trustee as may be named.
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(ii)
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Valuation Date
. Each and every
business day that the New York Stock Exchange is open.
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2.2
Construction . The masculine gender, where appearing in the
Plan, shall be deemed to include the feminine gender, and the
singular may include the plural and vice versa, unless the context
clearly indicates to the contrary.
2.3
Governing Law . The Plan shall be construed in accordance
with and governed by the laws of the State of Texas to the extent
not preempted by federal law .
5
PARTICIPATION AND PARTICIPANT
ELECTIONS
3.1
Participation . The Administrative Committee shall, from
time to time, select those Employees who shall be Eligible
Employees as well as Directors who shall be eligible to
participate. Participation in the Plan shall be limited to Eligible
Employees who meet such other eligibility criteria as the
Administrative Committee may establish from time to time and those
Directors as selected by the Administrative Committee.
A Participant
selected for participation in this Plan in accorda
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