Exhibit 10.47
PERFORMANCE UNIT
AWARD
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TO:
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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 2003 Incentive Plan (“2003
Plan”) and also Tandem Cash Tax Rights under Article VI,
Section 2 of the 2003 Incentive Plan as follows:
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Grant
Date:
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Total Number of
Performance
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Units
Granted:
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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 2003 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.
BJ SERVICES
COMPANY
2003 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 2003 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 2003 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 A,
which sets forth the performance goals of the Company
(“Performance Goals”) for the three-year performance
period of the Company ending
(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 (and all shares in respect of any
such earned Performance Units shall be distributed) as soon as
practical after the end of the Performance Period as provided in
Exhibit A, but in no event later than the 15
th
day of the third
month following the later of the end of the calendar year or the
end of the Company’s fiscal year during which the end of the
Performance Period occurs.
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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, all unearned Performance
Units shall be earned and become payable as set forth in Exhibit A
hereto.
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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
provisions of the 2003 Plan or this Agreement, if a Change of
Control occurs during the Performance Period, then as of the date
of such Change of Control (1) all such Performance Goals shall
be deemed to have been met in full and the Performance Period ended
and (2) as soon as practicable upon such Change of Control
(but in no event later than the 15 th day of the third month following
the later of the end of the calendar year or the end of the
Company’s fiscal year during which the Change of Control
occurs), unrestricted shares of Common Stock equal to the number of
Performance Units shall be distributed to the Employee.
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9.
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To the extent that the payment
by the Company of unrestricted shares of Common Stock to or on
behalf of the Employee in satisfaction of “earned”
Performance Units (the “Stock Benefit”) constitutes
taxable income to the Employee (or, in the event of the
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