Exhibit 10.62
FORM OF LETTER AGREEMENT REGARDING PERFORMANCE
UNITS
GRANTED TO EXECUTIVE OFFICERS DURING FISCAL
2004
[Date]
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TO:
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[Name of Officer]
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SUBJECT:
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Grant of Performance Units
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I am pleased to inform you that the Compensation
Committee of the Board of Directors of BJ Services Company (the
“Company”) has granted you Performance Units under the
Company’s 2000 Incentive Plan (“2000 Plan”) and
also Tandem Cash Tax Rights under Article VII, Section 2 of the
2000 Incentive Plan as follows:
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Grant Date:
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[Date of
Grant]
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Total Number of
Performance
Units Granted:
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[Number of Performance Units]
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By signing below, you agree that the Performance
Units and Tax Rights are governed by the terms and conditions of
the Company’s 2000 Plan, including the Terms and Conditions
attached hereto, which are incorporated herein by reference. These
grants shall be void and of no effect unless you execute and return
this Agreement to the undersigned within ninety (90) days of the
date of this letter. The attached copy of this Agreement is for
your records.
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EMPLOYEE:
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[Name of Employee]
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DATE:
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BJ SERVICES
COMPANY
2000 INCENTIVE
PLAN
TERMS AND CONDITIONS –
PERFORMANCE UNIT GRANT
WITH TANDEM CASH TAX
RIGHTS
The terms and conditions set forth
below are hereby incorporated by reference into the attached Grant
of Performance Units Agreement (“Agreement”) by and
between BJ Services Company (“Company”) and the
employee named therein (the “Employee”). Terms defined
in the 2000 Plan are used herein with the same meaning.
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1.
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The Employee
has agreed to perform services for the Company or its subsidiary
companies and to accept the grant of Performance Units and Tax
Rights in accordance with the terms and provisions of the 2000 Plan
and the Agreement.
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2.
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Each
Performance Unit represents the right to receive from the Company
an unrestricted share of Common Stock with respect to each
Performance Unit that becomes “earned” as provided
herein.
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3.
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Attached hereto
and made a part of this Agreement for all purposes is Exhibit F,
which sets forth the performance goals of the Company
(“Performance Goals”) for the three-year performance
period of the Company ending September 30, 2006 (the
“Performance Period”).
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4.
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Subject to the
following provisions of this Agreement, the determination of
whether Performance Units have been “earned” or
forfeited, as the case may be, shall be made as soon as practical
after the end of the Performance Period as provided in Exhibit
F.
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5.
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Except as
provided in Section 8 below, in the event of the Employee’s
termination of employment (whether voluntary or involuntary) with
the Company and its subsidiaries prior to the end of the
Performance Period for any reason other than death, disability or
retirement, all Performance Units are hereby automatically
cancelled in full.
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6.
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In the event of the
Employee’s termination of employment with the Company and its
subsidiaries prior to the end of the Performance Period by reason
of death, disability or retirement, a pro rata share (as defined
below) of the Performance Units (the “Continuing
Units”) shall be payable at the end of the Performance Period
but only to the extent such Continuing Units shall otherwise become
payable in accordance with the terms of the plan and this
Agreement, including Exhibit F. The pro rata share shall be
determined by dividing (a) the number of full calendar months from
the beginning of the Performance Period through and including the
month in which such termination of employment occurred
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by (b) the number of full calendar
months in the Performance Period. The balance of the Performance
Units which are not Continuing Units shall be immediately cancelled
upon such termination of employment.
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7.
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In the event of
a change in the capitalization of the Company due to a stock split,
stock dividend, recapitalization, merger, consolidation,
combination, or similar event, the terms of the Agreement,
including the number of Performance Units, shall be adjusted by the
Board to reflect such change.
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8.
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Notwithstanding
any other provi
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