Exhibit 10(h)
PARKER DRILLING COMPANY
DEFERRED COMPENSATION PLAN
EFFECTIVE JANUARY 1, 1994
PARKER DRILLING COMPANY DEFERRED COMPENSATION PLAN
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PARKER DRILLING COMPANY (the "Company") adopts, effective as of January 1,
1994, an unfunded, deferred compensation plan on behalf of certain designated
management or highly compensated employees of the Company. This document
defines the provisions of such plan and shall be known as the "Parker Drilling
Company Deferred Compensation Plan."
This plan is intended in part to be an unfunded, deferred compensation plan
for a select group of management or highly compensated employees, as described
in sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income
Security Act of 1974 ("ERISA").
ALL BENEFITS PAYABLE UNDER THIS PLAN CONSTITUTE GENERAL CORPORATE OBLIGATIONS
WHICH SHALL BE SUBJECT TO THE CLAIMS OF THE GENERAL CREDITORS OF THE COMPANY
IN THE EVENT OF THE COMPANY'S INSOLVENCY.
TABLE OF CONTENTS
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ARTICLE I
PAGE
DEFINITIONS 1
1.1 "Accounting Period" 1
1.2 "Accounts" 1
1.3 "Authorized Leave of Absence" 1
1.4 "Beneficiary" 1
1.5 "Board of Directors" 2
1.6 "Bonus Award" 2
1.7 "CEO" 2
1.8 "Change of Control" 2
1.9 "Committee" 3
1.10 "Commonly Controlled Entity" 3
1.11 "Company" 3
1.12 "Company Stock" 3
1.13 "Compensation" 3
1.14 "Compensation Committee" 4
1.15 "Conversion Election" 4
1.16 "Deferrals" 4
1.17 "Deferral Election" or "Election" 4
1.18 "Deferral Percentage" 4
1.19 "Designated Participant" 4
1.20 "Effective Date" 4
1.21 "Eligible Employee" 4
1.22 "Employee" 5
1.23 "Employer" 5
1.24 "Enrollment Election" 5
1.25 "Exchange Act" 5
1.26 "Installment Form of Payment" 5
1.27 "Internal Revenue Code" or "Code" 5
1.28 "Investment Election" 5
1.29 "Investment Fund" or "Fund" 5
1.30 "Notice Date" 5
1.31 "Participant" 6
1.32 "Payment Date" 6
1.33 "Plan" 6
1.34 "Plan Year" 6
1.35 "Qualified Plan" 6
1.36 "Settlement Date" 6
1.37 "Spouse" 6
1.38 "Sweep Date" 6
1.39 "Termination of Employment" 6
1.40 "Trade Date" 6
TABLE OF CONTENTS
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ARTICLE II
PAGE
PARTICIPATION 7
2.1 Eligibility 7
2.2 New Hires 7
ARTICLE III
PARTICIPANT DEFERRALS 8
3.1 Deferral Election 8
3.2 Election Procedures 9
3.3 Coordination with Qualified Plan 9
ARTICLE IV
DEFERRALS AND POSTING 10
4.1 Pre-Tax Deferrals 10
4.2 Bonus Deferral 10
ARTICLE V
PARTICIPANTS' ACCOUNTS 11
5.1 Individual Participant Accounting 11
5.2 Accounting for Investment Funds 11
ARTICLE VI
INVESTMENT FUNDS AND ELECTIONS 12
6.1 General 12
6.2 Investment of Deferrals 12
6.3 Investment of Accounts 12
6.4 Investment Returns on Pre-Tax Deferrals 13
6.5 Restrictions on Investment 13
ARTICLE VII
VESTING AND FORFEITURES 14
7.1 Fully Vested Accounts 14
TABLE OF CONTENTS
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ARTICLE VIII
PAGE
IN-SERVICE WITHDRAWALS 15
8.1 Withdrawals for General Hardship 15
8.2 Withdrawal Processing 15
ARTICLE IX
DISTRIBUTIONS 16
9.1 Pre-Tax Accounts 16
9.3 Death Benefit of Accounts 16
9.4 Payment of Accounts Due to a Change of Control 16
ARTICLE X
AMENDMENT, TERMINATION, MERGER AND CHANGE OF CONTROL 17
ARTICLE XI
MISCELLANEOUS PROVISIONS 18
11.1 Administration 18
11.2 Finality of Determination 18
11.3 Expenses 18
11.4 Indemnification and Exculpation 18
11.5 Funding 18
11.6 Corporate Action 19
11.7 Interests not Transferable 19
11.8 Effect on Other Benefit Plans 19
11.9 Legal Fees and Expenses 19
11.10 Deduction of Taxes from Amounts Payable 19
11.11 Facility of Payment 19
11.12 Company Merger 20
11.13 Gender and Number 20
11.14 Invalidity of Certain Provisions 20
11.15 Headings 20
11.16 Notice and Information Requirements 20
11.17 Governing Law 20
ARTICLE
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DEFINITIONS
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The following sections of this Article I provide basic definitions of
terms used throughout the Plan, and whenever used herein in a capitalized
form, except as otherwise expressly provided, the terms shall be deemed to
have the following meanings:
1.1 "Accounting Period" means each business day.
1.2 "Accounts" means the record of a Participant's interest in this
Plan represented by his or her:
(a) "Bonus Account" which means a Participant's interest in
this Plan composed of Bonus Deferrals posted for each Plan Year on or
after January 1, 1994 to the Participant under this Plan, if any (as
identified by the Committee) for such Plan Year, plus all income and
gains credited to and minus all losses charged to such account, and
minus all withdrawals and distributions actually charged to such
account; and
(b) "Pre-Tax Account" means a Participant's interest in this
Plan composed of Pre-Tax Deferrals posted for each Plan Year on or
after January 1, 1994, to the Participant under this Plan, if any (as
identified by the Committee) for such Plan Year, plus all income and
gains credited to and minus all losses deemed charged to such account
from an Investment Fund and minus all withdrawals and distributions
actually charged to such account.
1.3 "Authorized Leave of Absence" means an absence, with or without
Compensation, authorized on a nondiscriminatory basis by a Commonly Controlled
Entity under its standard personnel practices applicable to the Employee,
including any period of time during which such person is covered by a
short-term disability plan of his Employer. The date that an Employee's
Authorized Leave of Absence ends shall be determined in accordance with the
personnel policies of such Commonly Controlled Entity, which ending date shall
be no earlier than the date that the Authorized Leave of Absence is scheduled
to end, unless the Employee communicates to such Commonly Controlled Entity
that he is to have a Termination of Employment as of an earlier date.
1.4 "Beneficiary" means with respect to the balance of a
Participant's Accounts as of the death of such Participant, each person
designated by the Participant on his or her most recent Enrollment Election
form approved by the Committee; provided that if a Participant fails to
designate a Beneficiary on an Enrollment Election form or if all such
designated persons predecease the Participant without the Participant
completing a new, approved Enrollment Election form, then Beneficiary means
any person designated by the Participant (actually or by default) to receive
the balance of any of his or her accounts which are payable with respect to
the death of such Participant under the Qualified Plan.
A Beneficiary's participation continues until his or her Accounts are
distributed.
1.5 "Board of Directors" means the board of directors of the
Company.
1.6 "Bonus Award" means the amount of award payable to a
Participant during the Plan Year (without regard to his or her Deferral
Election).
1.7 "CEO" means the Chief Executive Officer of the Company.
1.8 "Change of Control" shall be deemed to have occurred if:
(a) there shall be consummated (i) any consolidation or
merger of the Company in which the Company is not the continuing or
surviving corporation or pursuant to which shares of the Company's
common stock would be converted into cash, securities or other
property, other than a merger of the Company in which the holders of
the Company's common stock immediately prior to the merger have
substantially the same proportionate ownership of common stock of the
surviving corporation immediately after the merger; or (ii) any sale,
lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of
the Company; or
(b) the shareholders of the Company shall approve any plan or
proposal for the liquidation or dissolution of the Company; or
(c) any person (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act), other than the Company or any employee
benefit plan sponsored by the Company, shall become the beneficial
owner (within the meaning of Rule 13d-3 under the Exchange Act) of
securities of the Company representing an amount greater than two
times the aggregate percentage held or controlled by R. L. Parker,
his son R. L. Parker, Jr. and the Robert L. Parker Trust (and apart
from rights accruing in special circumstances) having the right to
vote in the election of directors, as a result of a tender or
exchange offer, open market purchases, privately negotiated purchases
or otherwise; or
(d) any three persons (as such term is used in Sections 13(d)
and 14(d)(2) of the Exchange Act), other than the Company or any
employee benefit plan sponsored by the Company, shall become the
beneficial owner (within the meaning of Rule 13d-3 under the Exchange
Act) of securities of the Company whose ownership represents an
amount greater than four times the aggregate percentage held or
controlled by R.L. Parker, his son R. L. Parker, Jr. and the Robert
L. Parker Trust (and apart from rights accruing in special
circumstances) having the right to vote in the election of directors,
as a result of a tender or exchange offer, open market purchases,
privately negotiated purchases or otherwise; or
(e) at any time during a period of two consecutive years,
individuals who at the beginning of such period constituted the Board
of Directors of the Company shall cease for any reason to constitute
at least a majority thereof, unless the election or the nomination
for election by the Company's shareholders of each new director
during such two-year period was approved by a vote of at least two-
thirds of the directors then still in office who were directors at
the beginning of such two-year period. A Change of Control shall not
be deemed to have occurred if banks or other creditors receive the
Company's stock in conjunction with transactions involving
forgiveness of outstanding debt or debt restructuring agreements.
(f) at any time an individual is elected to the Board of
Directors who was not nominated by the Board of Directors of the
Company to stand for election.
1.9 "Committee" means the committee appointed pursuant to the terms
of the Plan to manage and control the operation and administration of the Plan
which shall be the same committee for the Qualified Plan.
1.10 "Commonly Controlled Entity" means an Employer and any
corporation, trade or business which is an affiliate of the Employer.
1.11 "Company" means PARKER DRILLING COMPNAY or any successor
corporation by merger, consolidation, purchase, or otherwise.
1.12 "Company Stock" means common stock of Parker Drilling Company.
1.13 "Compensation" means:
(a) for purposes of Pre-Tax Deferrals, pre-tax base pay paid
to an Eligible Employee by an Employer during a Plan Year (without
regard to any Deferral Election for such Plan Year); and
(b) for purposes of Bonus Deferrals, a Participant's pre-tax
Bonus Award.
Notwithstanding the foregoing provisions, Compensation shall include
elective amounts excludible from gross income under Code sections 125 and
402(a)(8).
1.14 "Compensation Committee" means the compensation committee of
the Board of Directors.
1.15 "Conversion Election" means an election, on such form that may
be required by the Committee, by a Participant to change the method of
measuring the investment return on such Participant's Accounts by investment
of all or some specified portion of such Participant's Accounts from one
Investment Fund to another Investment Fund. No Conversion Election shall be
deemed to have been given to the Committee unless it is complete and delivered
in accordance with the procedures established by such Committee for this
purpose.
1.16 "Deferrals" means amounts posted to this Plan by a Participant.
Specific types of deferrals include:
(a) "Bonus". An amount posted after 1993 based upon the
Participant's Deferral Election to defer some or all of
his or her Compensation.
(b) "Pre-Tax". An amount posted after 1993 based upon the
Participant's Deferral Election to defer some or all of
his or her Compensation.
1.17 "Deferral Election" or "Election" means irrevocable elections
made by a Participant (a) to reduce his or her Compensation for a Plan Year by
an amount equal to the product of his or her Deferral Percentage and such
Compensation subject to the Deferral Election; (b) to select whether Deferrals
for that Plan Year will be paid in an Installment Form of Payment; and (c) to
select a Payment Date for the Deferrals for that Plan Year.
1.18 "Deferral Percentage" means (a) with respect to Pre-Tax
Deferrals, the percentage of a Participant's Compensation for a Plan Year
which is to be deferred and posted to this Plan; and (b) with respect to Bonus
Deferrals, the percentage of a Participant's Compensation for a Plan Year
which is to be deferred and posted to this Plan.
1.19 "Designated Participant" means an individual who is allowed to
be a Participant of this Plan because he or she is on the list of Employees as
being an Eligible Employee for the purpose of this Plan as determined by the
CEO.
1.20 "Effective Date" means January 1, 1994, the date upon which the
provisions of this document become effective. In general, the provisions of
this document only apply to Participants who are Employees on or after the
Effective Date.
1.21 "Eligible Employee" means any Employee (including an Employee
on an Authorized Leave of Absence) of an Employer whose Compensation in the
calendar year immediately preceding the calendar year with respect to which a
Deferral Election is to be effective was higher than the Compensation for
seventy-seven percent (77%) of all such Employees for that Plan Year and who
is a Designated Participant.
1.22 "Employee" means any person who is considered to be an employee
pursuant to the personnel policies of, or on and after a Change of Control,
who renders services as a common law employee to, the Employer.
1.23 "Employer" means the Company and any Commonly Controlled Entity
whose Employees are eligible to participate in the Plan as determined by the
CEO.
1.24 "Enrollment Election" means irrevocable elections made by a
Participant (a) to select the term of his or her Installment Form of Payment;
and (b) to select the Payment Date of his or her Accounts following
Termination of Employment.
1.25 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
1.26 "Installment Form of Payment" means with respect to each Plan
Year's Pre-Tax Account, the term of years selected by the Participant in his
or her annual Deferral Election form over which to pay such Pre-Tax Account in
annual installments commencing as of the Payment Date of such Pre-Tax Account
and payable on each January 1 thereafter over a period of not less than two
(2) nor more than ten (10) years (stated as a number of whole integers), with
each installment being an amount equal to the amount determined by dividing
the applicable balance of such Pre-Tax Account as of the date of payment by
the number of dates of payment remaining in the installment period (including
the current date of payment).
1.27 "Internal Revenue Code" or "Code" means the Internal Revenue
Code of 1986, as amended, any subsequent Internal Revenue Code and final
Treasury Regulations. If there is a subsequent Internal Revenue Code, any
references herein to Internal Revenue Code sections shall be deemed to refer
to comparable sections of any subsequent Internal Revenue Code.
1.28 "Investment Election" means an election, on such form that may
be required by the Committee, made by a Participant to direct the method of
measuring the investment return on his or her Deferrals by investment of such
Deferrals into one or more Investment Funds. No Investment Election shall be
deemed to have been given to the Committee unless it is complete and delivered
in accordance with the procedures established by such Committee for this
purpose.
1.29 "Investment Fund" or "Fund" means one or more of the investment
alternatives which are available under the Qualified Plan at any determination
date, as determined by the CEO.
1.30 "Notice Date" means the date established by the Committee as
the deadline for it to receive a Deferral Election or any other notification
with respect to an administrative matter in order to be effective under this
Plan which shall be November 30 with respect to each succeeding Plan Year and
February 25, 1994 with respect to the 1994 Plan Year.
1.31 "Participant" means an Eligible Employee who begins to
participate in the Plan after completing the eligibility requirements. A
Participant's participation continues until his Accounts are distributed.
1.32 "Payment Date" means:
(a) with respect to each Plan Year, the date designated by a
Participant to distribute or commence to distribute his or her Pre-
Tax or Bonus Account for that Plan Year; and
(b) with respect to a Termination of Employment, the date
designated by a Participant for all of his or her Accounts to be
distributed or commence to be distributed which date is not later
than the first day of the fifteenth (15th) month following a
Participant's Termination of Employment.
1.33 "Plan" means the PARKER DRILLING COMPANY DEFERRED COMPENSATION
PLAN, as set forth herein and as hereafter may be amended from time to time.
1.34 "Plan Year" means the annual accounting period of the Plan
which ends on each December 31.
1.35 "Qualified Plan" means the PARKER DRILLING COMPANY STOCK BONUS
PLAN, as amended from time to time.
1.36 "Settlement Date" means the date on which financial
transactions from a Trade Date are settled with cash or an interest in an
Investment Fund.
1.37 "Spouse" means a person who, as of the earlier of a
Participant's Payment Date and death, is alive and married to the Participant
within the meaning of the laws of the State of the Participant's residence as
evidenced by a valid marriage certificate or other proof acceptable to the
Committee.
1.38 "Sweep Date" means the date established by the Committee as the
cutoff date and time for the Committee to receive notification with respect to
a financial transaction in order to be executed with respect to such Trade
Date.
1.39 "Termination of Employment" occurs when a person ceases to be
an Employee (1) as determined by the personnel policies of the Company, or
(2) on and after a Change of Control. Transfer of employment from the
Company, or from one affiliate of the Company to another affiliate of the
Company, shall not constitute a Termination of Employment for purposes of this
Plan.
1.40 "Trade Date" means the date as of which a financial transaction
is executed (e.g. Investment Election, Conversion Election, Payment Date).
ARTICLE II
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PARTICIPATION
2.1 Eligibility. On or after the Effective Date, each individual
who is an Eligible Employee on a January 1st shall become a Participant for
that Plan Year if he has a Deferral Election in effect for that Plan Year.
2.2 New Hires. On or after the Effective Date, each individual
who is employed as an Eligible Employee shall become a Participant for that
Plan Year if he has a Deferral Election in effect for that Plan Year.
ARTICLE III
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PARTICIPANT DEFERRALS
3.1 Deferral Election.
(a) For each Plan Year commencing on or after January 1,
1994, a Participant who is an Eligible Employee and who desires to
have Pre-Tax Deferrals made on his or her behalf shall file a
Deferral Election pursuant to procedures specified by the Committee
specifying (1) his or her Deferral Percentage of not less than 2% and
not more than 100% (stated as a whole integer percentage) and
authorizing the Compensation otherwise payable to him or her for a
Plan Year to be reduced and deferred hereunder to such Participant's
Payment Date which shall not be earlier than two (2) full Plan Years
after the date the Deferral Election is received by the Committee;
and (2) whether or not the Pre-Tax Account created with respect to
such Plan Year will be distributed in the Installment Form of
Payment.
(b) For each Plan Year commencing on or after January 1,
1994, a Participant who is an Eligible Employee and who desires to
have a Bonus Deferral made on his or her behalf shall file a Deferral
Election pursuant to procedures specified by the Committee specifying
his or her Deferral Percentage of not less than 5% nor more than 100%
(stated as a whole integer percentage) and authorizing his or her
Compensation payable for a Plan Year to be reduced and deferred
hereunder to a fixed Payment Date not earlier than two (2) full Plan
Years after the date the Deferral Election is received by the
Committee; provided however, a Participant's Deferral Election shall
be limited to that percentage of his or her Compensation subject to
the Deferral Election which will result in no deferral of an amount
equal to the Employee's portion of taxes imposed by the Federal
Insurance Contributions Act with respect to the Bonus Award, unless
such Participant has made other arrangements with and acceptable to
the Committee for payment of such taxes.
(c) Notwithstanding Subsection (a) or (b) hereof, for any
Plan Year the Committee may, without amending this Plan, determine
that the maximum Deferral Percentage shall be greater or lesser than
the percentages set forth in Subsection (a) or (b) hereof.
Otherwise, the maximum Deferral Percentage as provided in Subsection
(a) or (b) hereof shall apply.
(d) Any Deferral Election which has not been properly
completed, or which is submitted at a time when the Participant does
not have outstanding a properly completed Investment Election, if
permitted, will be deemed not to have been received and be void. A
Participant's Deferral Election shall be effective only if received
by the Committee on or before the Notice Date for a Plan Year.
3.2 Election Procedures. If properly received by the Committee, a
Deferral Election will be effective only with respect to Compensation paid in
a Plan Year to which the Deferral Election applies and only with respect to
Compensation paid after the Notice Date for the Deferral Election. Consistent
with the above, the Committee may establish rules and procedures governing
when a Deferral Election will be effective and what Compensation will be
deferred by the Deferral Election; provided such rules and procedures are not
more permissive than the terms and provisions of this Plan.
3.3 Coordination with Qualified Plan. Notwithstanding a
Participant's Deferral Election, if a Participant makes a "401(k) Hardship"
withdrawal from the Qualified Plan during a Plan Year, the "401(k) Hardship"
withdrawal rules of the Qualified Plan, which are intended to be applicable to
this Plan, are incorporated by reference herein and made a part hereof, but
only to the extent required by Treas. Reg. Section 1.401(k)-1, in order for
the Qualified Plan to be a qualified cash or deferral arrangement.
ARTICLE IV
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DEFERRALS AND POSTING
4.1 Pre-Tax Deferrals.
(a) Frequency and Eligibility. Subject to the limits of the
Plan and to the Committee's authority to limit Deferrals under the
terms of this Plan, for each period for which a Deferral Election is
in effect, the Employer shall post to each Participant's Pre-Tax
Account an amount equal to the amount designated by the Participant
as a Pre-Tax Deferral on his or her Deferral Election.
(b) Posting. Pre-Tax Deferrals made during an Accounting
Period shall be posted to each Participant's Pre-Tax Account by the
Committee as of the date such Compensation amount would otherwise
have been paid to the Participant.
4.2 Bonus Deferral.
(a) Frequency and Eligibility. For each period after 1994
for which a Deferral Election is in effect, the Company shall post to
this Plan on behalf of each Participant an amount equal to the amount
designated by the Participant as a Bonus Deferral on his or her
Deferral Election.
(b) Posting. The Bonus Deferral shall be posted to the
Bonus Deferral Account of such Participant as of the date his or her
Bonus Award would otherwise have been paid to the Participant.
ARTICLE V
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PARTICIPANTS' ACCOUNTS
5.1 Individual Participant Accounting.
(a) Account Maintenance. The Committee shall cause the
Accounts for each Participant to reflect amounts posted to the
Accounts and the measurement of investment returns on such Accounts
in accordance with this Plan. Investment returns during or with
respect to an Accounting Period shall be accounted for at the
individual account level by posting such returns to each Account of
each affected Participant. Account values shall be maintained in
shares, units or dollars.
(b) Trade Date Accounting and Investment Cycle. For any
financial transaction involving a change in the measurement of
investment returns, withdrawals or distributions to be executed as of
a Trade Date, the Committee must receive instructions by the Sweep
Date and such instructions shall apply only to amounts posted to the
Accounts as of the Trade Date. Such financial transactions in an
Investment Fund shall be posted to a Participant's Accounts as of the
Trade Date and based upon the Trade Date values. All such
transactions shall be effected on the Settlement Date (or as soon as
is administratively feasible) relating to the Trade Date as of which
the transaction occurs.
(c) Suspension of Transactions. Whenever the Committee
considers such action to be appropriate, the Committee, in its
discretion, may suspend from time to time the Trade Date.
(d) Error Correction. The Committee may correct any errors
or omissions in the administration of this Plan by restoring or
charging any Participant's Accounts with the amount that would be
credited or charged to the Accounts had no error or omission been
made.
5.2 Accounting for Investment Funds. The Committee is responsible
for determining the dollar value or a share or unit value of each Investment
Fund as of each Trade Date. Fees and expenses incurred for the management and
maintenance of Investment Funds shall be charged at the Investment Fund level
and reflected in the net gain or loss of each Investment Fund.
ARTICLE VI
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INVESTMENT FUNDS AND ELECTIONS
6.1 General. This Article will govern investment directions, if
permitted by the Committee. If no investment directions by Participants are
allowed by the Committee, Section 6.4 will control.
6.2 Investment of Deferrals.
(a) Investment Election. Each Participant may direct, by
submission to the Committee of a completed Investment Election form
provided for that purpose by the Committee, to select a measurement
of investment returns for Deferrals posted to his or her Accounts
(and the portion of such Accounts attributable to such Deferrals) by
investment of such Deferrals (and such portion of Accounts) in one or
more Investment Funds. Each Investment Election shall apply
proportionately to all Deferrals based upon the relative amount of
each. The frequency with which a Participant can make new Investment
Elections shall be determined by the Committee.
(b) Effective Date of Investment Election; Change of
Investment Election. A Participant's initial Investment Election
will be effective with respect to a Fund on the Trade Date which
relates to the Sweep Date on which or prior to which the Investment
Election is received pursuant to procedures specified by the
Committee. Any Investment Election which has not been properly
completed will be deemed not to have been received. A Participant's
Investment Election shall continue in effect, notwithstanding any
change in his or her Compensation or his or her Deferral Percentage,
until the effective date of a new Investment Election. A change in
Investment Election shall be effective with respect to a Fund on the
Trade Date which relates to the Sweep Date on which or prior to which
the Committee receives the Participant's new Investment Election.
6.3 Investment of Accounts.
(a) Conversion Election. Notwithstanding a Participant's
Investment Election, a Participant or Beneficiary may direct, by
submission of a completed Conversion Election form provided for that
purpose to the Committee, to change the measurement of investment
returns of his or her Accounts from one Investment Fund to another
Investment Fund. Each Conversion Election shall apply
proportionately to all affected Accounts based upon the relative
balance of each.
(b) Effective Date of Conversion Election. A Conversion
Election to change a Participant's measurement of investment returns
of his or her Accounts in one Investment Fund to another Fund shall
be effective with respect to such Funds on and after the Trade Date
which relates to the Sweep Date on which or prior to which the
Conversion Election is received pursuant to procedures specified by
the Committee. Notwithstanding the foregoing, to the extent
required by any provisions of an Investment Fund, the effective date
of any Conversion Election may be delayed or the amount of any
permissible Conversion Election may be reduced. Any Conversion
Election which has not been properly completed will be deemed not to
have been received.
6.4 Investment Returns on Pre-Tax Deferrals. If no investment
directions are given by a Participant, his or her Accounts shall be deemed to
have been invested in an interest bearing investment. The rate of interest
compounded annually deemed to be earned on such Accounts on any day shall be a
rate set by the Compensation Committee and announced no later than November 30
for the immediately succeeding Plan Year, and for the 1994 Plan Year shall be
the rate announced November 30, 1993; provided however, in no event shall such
rate of interest with respect to any Plan Year be less than the prime rate of
interest quoted by Citibank, N.A. on the date of announcement, or if no
announcement, on November 30. For this purpose, the Trade Date and Settlement
Date are the same date as the Payment Date.
6.5 Restrictions on Investment. The following additional
restrictions shall apply to the investment of Deferrals and Accounts:
(a) No Investment Election or Conversion Election shall be
permitted which results in the investment of a Participant's Accounts
in an Investment Fund invested primarily in Company Stock; and
(b) Any limitations, conditions or restrictions which may be
imposed by the Committee.
ARTICLE VII
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VESTING AND FORFEITURES
7.1 Fully Vested Accounts. A Participant shall be fully vested
and have a nonforfeitable right to his Accounts at all times.
ARTICLE VIII
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IN-SERVICE WITHDRAWALS
8.1 Withdrawals for General Hardship.
(a) Requirements. A Participant may request the withdrawal
of the amount from his or her Accounts (but no more than the balance
of the Accounts) needed to satisfy a financial need by submitting a
completed withdrawal request to the Committee.
(b) Financial Need. A financial need for this purpose is a
severe, unanticipated hardship, the occurrence of which is beyond the
Participant's control and for which the amount needed to satisfy the
hardship is determined only after the Participant has used all
reasonably available funds or resources (other than this Plan or the
Qualified Plan).
8.2 Withdrawal Processing.
(a) Minimum Amount. The minimum amount for any type of
withdrawal is $1,000.00.
(b) Application by Participant. A Participant must submit a
completed withdrawal request form to the Committee to apply for any
type of withdrawal.
(c) Approval by Committee. The Committee is responsible for
determining that a withdrawal request conforms to the requirements
described in this Article.
(d) Time of Processing. The Company shall process all
withdrawal requests which it receives by a Sweep Date, based on the
value as of the Trade Date to which it relates, and fund them on the
next Settlement Date. The Company shall then make payment to the
Participant as soon thereafter as is administratively feasible.
(e) Medium and Form of Payment. The medium of payment for
withdrawals is cash. The form of payment for withdrawals shall be a
single payment.
(f) Investment Fund Sources. Within each Account used for
funding a withdrawal, amounts shall be taken in direct proportion to
the value of the Participant's Account in each Investment Fund at the
time the withdrawal is made.
ARTICLE IX
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DISTRIBUTIONS
Benefits payable under this Plan shall be paid in the form and time
prescribed below.
9.1 Pre-Tax Accounts.
(a) Form of Payment. The form of payment of the balance of
a Participant's Pre-Tax Account for a Plan Year will be a single sum
payment except with respect to those Accounts for which the
Participant has selected the Installment Form of Payment on his or
her Deferral Election form, in which case such Pre-Tax Accounts will
be paid in the Installment Form of Payment.
(b) Time of Payment. The Payment Date of the balance of a
Participant's Pre-Tax Account for a Plan Year shall be the earlier of
(1) the Payment Date selected in his or her annual Deferral Election
form or (2) the Payment Date following a Termination of Employment
selected in his or her Enrollment Election form.
9.2 Bonus Account.
(a) Form of Payment. The form of payment of the balance of
a Participant's Bonus Account for each Plan Year will be a single sum
payment.
(b) Time of Payment. The Payment Date of the balance of a
Participant's Bonus Account for each Plan Year shall be the earlier
of (1) the fixed Payment Date selected by the Participant on the
Deferral Election form for the Plan Year or (2) the Payment Date
following a Termination of Employment selected in his or her
Enrollment Election form.
9.3 Death Benefit of Accounts. Upon the death of a Participant,
the remaining balance in his or her Accounts shall be paid to the
Participant's Beneficiary in a single sum as soon as administratively possible
after the Participant's death; provided however, if such payment will result
in any portion of the payment (or any other amount paid to such Beneficiary
during the same Plan Year) not being deductible by reason of Code section
162(m), the Committee may defer payment to a later Payment Date designated by
it and such Accounts shall continue to be invested under this Plan.
9.4 Payment of Accounts Due to a Change of Control. In the event
of a Participant's Termination of Employment within two (2) years following a
Change of Control, the balances of his or her Accounts shall be paid
immediately in a single sum.
ARTICLE X
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AMENDMENT, TERMINATION, MERGER AND CHANGE OF CONTROL
The Company by action of the Compensation Committee reserves the
right to amend this Plan from time to time or to terminate this Plan at any
time; provided, however, without the written consent of each Participant and
Beneficiary of a deceased Participant, no such action may reduce or relieve
the Company of any obligation to pay any balance of Accounts maintained under
this Plan as of the date of such amendment or termination. Furthermore, if
the Company should ever amend this Plan to provide interest accruals for a
Plan Year of less than the prime rate of interest quoted by Citibank, N.A. on
the date the interest is established by the Compensation Committee for such
Plan Year, without also implementing Participant investment directions into
Investment Funds, this Plan shall terminate. Upon termination of this Plan,
all Account balances shall be paid immediately in cash in a lump sum to the
Participant or Beneficiary thereof.
ARTICLE XI
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MISCELLANEOUS PROVISIONS
11.1 Administration. This Plan shall be administered by the
Committee. The Committee shall have, to the extent appropriate, the same
powers, rights, duties, and obligations with respect to this Plan as the
Committee of the Qualified Plan has under each such document (other than the
power to amend this Plan). In the event a Participant who is a member of the
Committee or who is the CEO has an issue pending before the Committee, such
Participant, if a member of the Committee, may not act on, or otherwise
participate in, the Committee's action on such issue, and if the CEO, the
Committee shall defer authority for action on such issue to the Compensation
Committee.
11.2 Finality of Determination. The determination of the Committee
as to any disputed questions arising under this Plan, including questions of
construction and interpretation shall be final, binding, and conclusive upon
all persons.
11.3 Expenses. The expenses of administering this Plan shall be
borne by the Company.
11.4 Indemnification and Exculpation. The members of the
Committee, its agents and officers, directors and employees of the Company
shall be indemnified and held harmless by the Company against and from any and
all loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by them in connection with or resulting from any claim, action, suit,
or proceeding to which they may be a party or in which they may be involved by
reason of any action taken or failure to act under this Plan and against and
from any and all amounts paid by them in settlement (with the Company's
written approval) or paid by them in satisfaction of a judgment in any such
action, suit, or proceeding. The foregoing provision shall not be applicable
to any person if the loss, cost, liability, or expense is due to such person's
gross negligence or willful misconduct.
11.5 Funding. While all benefits payable under this Plan
constitute general corporate obligations, the Company may establish a separate
irrevocable grantor trust for the benefit of all Participants, which trust
shall be subject to the claims of the general creditors of the Company in the
event of the Company's insolvency, to be used as a reserve for the discharge
of the Company's obligations under this Plan to such Participants. Any
payments made to a Participant under the separate trust for his benefit shall
reduce dollar for dollar the amount payable to the Participant from the
general assets of the Company. The amounts payable under this Plan shall be
reflected on the accounting records of the Company but shall not be construed
to create or require the creation of a trust, custodial, or escrow account,
except as described above in this section. No Participant (or Beneficiary of
a Participant) shall have any right, title, or interest whatever in or to any
investment reserves, accounts, or funds that the Company may purchase,
establish, or accumulate to aid in providing benefits under this Plan.
Nothing contained in this Plan, and no action taken pursuant to its
provisions, shall create a trust or fiduciary relationship of any kind between
the Company, the Committee and a Participant, Beneficiary or any other person.
Neither a Participant nor Beneficiary shall acquire any interest greater than
that of an unsecured creditor.
11.6 Corporate Action. Any action required of or permitted by the
Company under this Plan shall be by resolution of the Compensation Committee
or any person or persons authorized by resolution of the Compensation
Committee.
11.7 Interests not Transferable. The interests of the Participants
and their Beneficiaries under this Plan are not subject to the claims of their
creditors and may not be voluntarily or involuntarily transferred, assigned,
alienated, or encumbered by them.
11.8 Effect on Other Benefit Plans. Amounts credited or paid under
this Plan shall not be considered to be compensation for the purposes of the
Qualified Plan maintained by the Company. The treatment of such amounts under
other employee benefits plans shall be determined pursuant to the provisions
of such plans.
11.9 Legal Fees and Expenses. After a Change of Control, the
Company shall pay all legal fees and expenses which the Participant may incur
as a result of the Company's contesting the validity, enforceability or the
Participant's interpretation of, or determinations under, this Plan.
11.10 Deduction of Taxes from Amounts Payable.
(a) Distribution. The Company shall deduct from the amount
to be distributed such amount as the Company, in its sole discretion,
deems proper to protect the Company against liability for the payment
of death, succession, inheritance, income, or other taxes, and out of
money so deducted, the Company may discharge any such liability and
pay the amount remaining to the Participant, the Beneficiary or the
deceased Participant's estate, as the case may be.
(b) Withholding. The Company may withhold whatever taxes
(including FICA, state or federal taxes) it, in its sole discretion,
deems proper to protect the Company against liability for the payment
of such withholding taxes and out of the money so deducted, the
Company may discharge any such liability. Withholding for this
purpose may come from any wages due to the Participant, or if none,
from the Participant's Accounts hereunder.
11.11 Facility of Payment. If a Participant or Beneficiary is
declared an incompetent or is a minor and a conservator, guardian, or other
person legally charged with his or her care has been appointed, any benefits
to which such Participant or Beneficiary is entitled shall be payable to such
conservator, guardian, or other person legally charged with his or her care.
The decision of the Committee in such matters shall be final, binding, and
conclusive upon the Company and upon each Participant, Beneficiary, and every
other person or party interested or concerned. The Company and the Committee
shall not be under any duty to see to the proper application of such payments.
11.12 Company Merger. This Plan shall be binding and enforceable
against any successor corporation to the Company, by merger, consolidation,
purchase or otherwise, and such successor corporation shall be substituted
hereunder for the Company.
11.13 Gender and Number. Except when the context indicates to the
contrary, when used herein, masculine terms shall be deemed to include the
feminine, and singular the plural.
11.14 Invalidity of Certain Provisions. If any provision of this
Plan shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof and this Plan
shall be construed and enforced as if such provisions, to the extent invalid
or unenforceable, had not been included.
11.15 Headings. The headings or articles are included solely for
convenience of reference, and if there is any conflict between such headings
and the text of this Plan, the text shall control.
11.16 Notice and Information Requirements. Except as otherwise
provided in this Plan or as otherwise required by law, the Employer shall have
no duty or obligation to affirmatively disclose to any Participant or
Beneficiary, nor shall any Participant or Beneficiary have any right to be
advised of, any material information regarding the Employer, at any time prior
to, upon or in connection with the Employer's purchase, or any other
distribution or transfer (or decision to defer any such distribution) of any
Company Stock or any other stock held under this Plan.
11.17 Governing Law. This Plan shall be governed by the laws of the
State of Oklahoma.
Executed in one counterpart original this 4th day of October, 1994,
but effective as of the Effective Date.
PARKER DRILLING COMPANY
By:/s/JAMES J. DAVIS
--------------------------------
James J. Davis
Title:
-----------------------------
Vice President of Finance
& Chief Financial Officer