exv10w21



 






Exhibit 10.21




The Williams Companies, Inc.

Severance Pay Plan




Effective October 28, 2003





 









 








THE WILLIAMS COMPANIES, INC.

SEVERANCE PAY PLAN




(As Amended and Restated Effective as of October 28, 2003)




Article 1.

Definitions



The following capitalized words and phrases when used in the text of the Plan shall have the
meanings set forth below. Words in the masculine gender shall connote the feminine gender as well.





	1.1	 	“Administrative Committee” means the committee administering this Plan under
Article 5.
	 
	1.2	 	“Affiliate” means any Person that directly or indirectly, through one (1) or more
intermediaries, controls, is controlled by or is under common control with the Company.
	 
	1.3	 	“Aggregate Compensation” means Regular Wage Base and any annual cash incentive awards
from a Participating Company or Affiliate annual incentive program.
	 
	1.4	 	“Base Salary” means the amount a Participant is entitled to receive as wages or
salary on an annualized basis, including any salary deferral contributions made to any defined
contribution plan maintained by the Participating Company and any amounts contributed by an
Employee to any cafeteria plan, flexible benefits plan or qualified transportation plan
maintained by the Participating Company in accordance with Sections 125, 132 and related
provisions of the Code, but excluding all special pay, bonus, overtime, incentive
compensation, commissions, cost of living pay, housing pay, relocation pay, other taxable
fringe benefits and all extraordinary compensation, payable by the Company or any of its
Affiliates as consideration for the Participant’s services, as determined on the date
immediately preceding termination of employment, except that in the case of a termination of
employment for Good Reason, Base Salary shall be determined as of the date immediately
preceding the event which constitutes Good Reason.
	 
	1.5	 	“Benefits Committee” means the Company committee comprised of that group of
individuals appointed to act for the Company with respect to the Plan.
	 
	1.6	 	“Board of Directors” means the board of directors of the Company.
	 
	1.7	 	“Cause” means the occurrence of any one (1) or more of the following, as determined
in the good faith and reasonable judgment of the Administrative Committee:






(a) willful failure by an Employee to substantially perform his duties (as they existed
immediately prior to a reduction in force, job elimination or Change in Control), other



2









 







than any such failure resulting from a disability as defined in the Participating Company or
Affiliate disability program; or




(b) Employee’s conviction of or plea of nolo contendere to a crime involving fraud,
dishonesty or any other act constituting a felony involving moral turpitude or causing
material harm, financial or otherwise, to the Company or an Affiliate; or




(c) Employee’s willful or reckless material misconduct in the performance of his duties
which results in an adverse effect on the Company or an Affiliate; or




(d) Employee’s willful or reckless violation or disregard of the code of business conduct or
other published policy of the Company or an Affiliate; or




(e) Employee’s habitual or gross neglect of duties.




	1.8	 	“Change Date” means the date on which a Change in Control first occurs.
	 
	1.9	 	“Change in Control” means the occurrence of any one (1) or more of the following:






(a) any person (as such term is used in Rule 13d-5 of the SEC under the Exchange Act) or
group (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), other
than a “Related Party”, becomes the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of 20 percent or more of the common stock of the Company or of Voting
Securities representing 20 percent or more of the combined voting power of all Voting
Securities of the Company, except that no Change in Control shall be deemed to have occurred
solely by reason of such beneficial ownership by a Person with respect to which both more
than 75 percent of the common stock of such Person and Voting Securities representing more
than 75 percent of the combined voting power of the Voting Securities of such Person are
then owned, directly or indirectly, by the persons who were the direct or indirect owners of
the common stock and Voting Securities of the Company immediately before such acquisition,
in substantially the same proportions as their ownership, immediately before such
acquisition, of the common stock and Voting Securities of the Company, as the case may be;
or




(b) the Company’s Incumbent Directors (determined using the Effective Date as the baseline)
cease for any reason to constitute at least a majority of the directors of the Company then
serving; or




(c) a Reorganization Transaction, other than a Reorganization Transaction that results in
the Persons who were the direct or indirect owners of the outstanding common stock and
Voting Securities of the Company immediately before such Reorganization Transaction
becoming, immediately after the consummation of such Reorganization Transaction, the direct
or indirect owners, of both at least 65 percent of the then-outstanding common stock of the
Surviving Corporation and Voting Securities representing at least 65 percent of the combined
voting power of the then-outstanding Voting Securities of the Surviving Corporation, in
substantially the same respective



3









 







proportions as such Persons’ ownership of the common stock and Voting Securities of the
Company immediately before such Reorganization Transaction; or




(d) approval by the stockholders of the Company of a plan or agreement for the sale or other
disposition of all or substantially all of the consolidated assets of the Company or a plan
of complete liquidation of the Company, other than any such transaction that would result in




(i) a Related Party owning or acquiring more than 50 percent of the assets owned by
the Company immediately prior to the transaction or




(ii) the Persons who were the direct or indirect owners of the outstanding common
stock and Voting Securities of the Company immediately before such transaction
becoming, immediately after the consummation of such transaction, the direct or
indirect owners, of more than 50 percent of the assets owned by the Company
immediately prior to the transaction.




Notwithstanding the occurrence of any of the foregoing events, a Change in Control
shall not occur with respect to an Employee if, in advance of such event, the Employee
agrees in writing that such event shall not constitute a Change in Control.




	1.10	 	“Code” means the Internal Revenue Code of 1986, as amended from time to time.
References to a particular section of the Code include references to regulations and rulings
thereunder and to successor provisions.
	 
	1.11	 	“Company” means The Williams Companies, Inc., a Delaware corporation and any
successor or successors thereto that continue this Plan pursuant to Section 6.1 or otherwise.
	 
	1.12	 	“Comparable Offer of Employment” means an offer of employment for a position with the
Company, any of its Affiliates, or any successor of the Company or its Affiliates that
provides for Regular Wage Base equal to or greater than the Participant’s Regular Wage Base
immediately preceding the Participant’s termination date. A successor of the Company or any
of its Affiliates shall include, but shall not be limited to, any entity (or its Affiliate)
involved in or in any way connected with a corporate rearrangement, total or partial merger,
acquisition, sale of stock, sale of assets or any other transaction. A Comparable Offer of
Employment includes, without limitation, a position that requires the Employee to transfer to
a different work location, but only so long as the Employee’s commuting distance to the new
work location is no longer than the greater of fifty (50) miles or such Participant’s current
commute if the commuting distance from such Participant’s current residence to the original
work location is more than fifty (50) miles.
	 
	1.13	 	“Effective Date” means October 28, 2003, which is the effective date of this
amendment and restatement.
	 
	1.14	 	“Employee” means any regular full-time or part-time employee in the service and on
the payroll of a Participating Company as a common law employee. An Employee is




4









 












considered as part-time if he is regularly scheduled to work at least fifty percent of the
number of hours in the normal workweek established by a Participating Company. A regular
employee receiving benefits under a Participating Company’s Short-Term Disability Program or
Long-Term Disability Program is an Employee for purposes of this Plan. Employee shall not
include:




(a) an Employee who is a member of a group of Employees represented by a collective
bargaining representative, unless such agreement expressly provides for coverage of
bargaining unit employees under the Plan;




(b) an Employee who is not a resident of the United States and not a citizen of the United
States;




(c) a nonresident alien;




(d) a weekly-paid employee employed at a retail petroleum convenience store in any capacity
other than a store manager;




(e) a seasonal employee, temporary employee, leased employee, term employee, or an employee
not employed on a regularly scheduled basis;




(f) a person who has a written employment contract or other contract for services, unless
such contract expressly provides that such person is an employee;




(g) a person who is paid through the payroll of a temporary agency or similar organization
regardless of any subsequent reclassification as a common law employee;




(h) a person who is designated, compensated or otherwise treated as an independent
contractor by a Participating Company or its Affiliates regardless of any subsequent
reclassification as a common law employee;




(i) a person who has a written contract with a Participating Company or its Affiliates which
states either that such person is not an employee or that such person is not entitled to
receive employee benefits from a Participating Company for services under such contract;




(j) an individual who is not contemporaneously classified as an Employee for purposes of the
Participating Company’s payroll system. In the event any such individual is reclassified as
an Employee for any purpose, including, without limitation, as a common law or statutory
employee, by any action of any third party, including, without limitation, any government
agency, or as a result of any private lawsuit, action or administrative proceeding, such
individual will, notwithstanding such reclassification, remain ineligible for participation
hereunder and will not be considered an eligible Employee. In addition to and not in
derogation of the foregoing, the exclusive means for an individual who is not
contemporaneously classified as an Employee of the Participating Company’s payroll system to
become eligible to participate in this Plan is



5









 







through an amendment to this Plan which specifically renders such individual eligible for
participation hereunder; or




(k) any individual retained by a Participating Company or its Affiliates directly or through
an agency or other party to perform services for an Employer (for either a definite or
indefinite duration) in the capacity of a fee-for-service worker or independent contractor
or any similar capacity including, without limitation, any such individual employed by
temporary help firms, technical help firms, staffing firms, employee leasing firms,
professional employer organizations or other staffing firms, whether or not deemed to be a
“common law” employee.




	1.15	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time. References to a particular section of ERISA include references to regulations
and rulings thereunder and to successor provisions.
	 
	1.16	 	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time. References to a particular section of the Exchange Act include references to successor
provisions.
	 
	1.17	 	“Good Reason” means the occurrence, within two (2) years following a Change in
Control (other than during a Merger of Equals Period) and without a Participant’s prior
written consent, of any one (1) or more of the following:






(a) a material adverse reduction in the nature or scope of the Participant’s duties from the
most significant of those assigned at any time in the 90-day period prior to a Change in
Control; or




(b) a significant reduction in the authority and responsibility assigned to the Participant;
or




(c) any reduction in or failure to pay Participant’s Base Salary; or




(d) a material reduction of Participant’s Aggregate Compensation and/or aggregate benefits
from the amounts and/or levels in effect on the Change Date, unless such reduction is part
of a policy applicable to peer Participants of the Company and of any successor entity; or




(e) a requirement by the Company or any of its Affiliates that the Participant’s principal
duties be performed at a location requiring a commuting distance equal to the greater of the
Participant’s current commuting distance or more than fifty (50) miles commuting distance,
without the Participant’s consent (except for travel reasonably required in the performance
of the Participant’s duties).




Notwithstanding anything in this Plan to the contrary, no act or omission shall constitute
grounds for “Good Reason”:




(a) Unless, at least thirty (30) days prior to his termination, Participant gives a written
notice to the Company or the Affiliate that employs Participant of his intent to terminate



6









 







his employment for Good Reason which describes the alleged act or omission giving rise to
Good Reason; and




(b) Unless such notice is given within ninety (90) days of Participant’s first actual
knowledge of such act or omission, or if such act or omission would not constitute Good
Reason during a Merger of Equals Period, unless Participant’s termination date is within 90
days after the first date on which he first obtained actual knowledge of the fact that the
Merger of Equals Period has ended; and




(c) Unless the Company or the Affiliate that employs Participant fails to cure such act or
omission within the 30-day period after receiving such notice.




Further, no act or omission shall be “Good Reason” if Participant has consented in writing
to such act or omission.




	1.18	 	“Incumbent Directors” means determined as of any date by reference to any baseline
date:






(a) the members of the Board of Directors on the date of such determination who have been
members of the Board of Directors since such baseline date; and




(b) the members of the Board of Directors on the date of such determination who were
appointed or elected after such baseline date and whose election, or nomination for election
by stockholders of the Company or the Surviving Corporation, as applicable, was approved by
a vote or written consent of two-thirds (or by a simple majority for purposes of subsection
(b) of the definition of “Merger of Equals”) of the directors comprising the Company’s
Incumbent Directors on the date of such vote or written consent, but excluding each such
member whose initial assumption of office was in connection with:




(i) an actual or threatened election contest, including a consent solicitation,
relating to the election or removal of one (1) or more members of the Board of
Directors,




(ii) a “tender offer” (as such term is used in Section 14(d) of the Exchange Act),




(iii) a proposed Reorganization Transaction, or




(iv) a request, nomination or suggestion of any beneficial owner of Voting
Securities representing 20 percent or more of the aggregate voting power of the
Voting Securities of the Company or the Surviving Corporation, as applicable.




	1.19	 	“Leave of Absence” means an absence, with or without compensation, authorized on a
non-discriminatory basis by the Company or any of its Affiliates. For the purposes of
this Plan, Leave of Absence includes any leave of absence other than a Family and Medical
Leave of Absence or Military Leave of Absence.




7









 












	1.20	 	“Merger of Equals” means, as of any date, a Reorganization Transaction that,
notwithstanding the fact that such transaction may also qualify as a Change in Control,
satisfies all of the conditions set forth in subsections (a), (b) and (c) below:






(a) less than 65 percent, but not less than 50 percent, of the common stock of the Surviving
Corporation outstanding immediately after the consummation of the Reorganization
Transaction, together with Voting Securities representing less than 65 percent, but not less
than 50 percent, of the combined voting power of all Voting Securities of the Surviving
Corporation outstanding immediately after such consummation are owned, directly or
indirectly, by the persons who were the owners directly or indirectly of the common stock
and Voting Securities of the Company immediately before such consummation in substantially
the same proportions as their respective direct or indirect ownership, immediately before
such consummation, of the common stock and Voting Securities of the Company, respectively;
and




(b) the Company’s Incumbent Directors (determined using the date immediately preceding the
consummation date of the Reorganization Transaction as the baseline date) shall, throughout
the period beginning on the date of such consummation and ending on the second anniversary
of such consummation date, continue to constitute not less than 50 percent of the members of
the Board of Directors; and




(c) the person who was the Chief Executive Officer immediately prior to the consummation of
the Reorganization Transaction shall serve as the Chief Executive Officer of the Surviving
Corporation at all times during the period commencing on such consummation, and ending on
the first anniversary of the date of such consummation; provided, however, that a
Reorganization Transaction that qualifies as a Change in Control and a Merger of Equals
shall cease to qualify as a Merger of Equals and shall instead qualify as a Change in
Control that is not a Merger of Equals from and after the first date within the two-year
period following the Change in Control (such date, the “Merger of Equals Cessation Date”) as
of which any one (1) or more of the following shall occur for any reason:




(i) any condition of subsection (a) of this Section shall for any reason not be
satisfied immediately after the consummation of the Reorganization Transaction; or




(ii) as of the close of business on any date on or after the consummation of the
Reorganization Transaction and before the second anniversary of the Change Date, any
condition of subsections (a) and/or (b) of this Section shall not be satisfied; or




(iii) on any date prior to the first anniversary of the consummation of the
Reorganization Transaction, the Company shall make a filing with the SEC, issue a
press release, or make a public announcement to the effect that the Chief
Executive Officer has resigned or will resign or be terminated, other than on
account of a scheduled retirement, or the Company is seeking or intends to seek a
replacement for the then-Chief Executive Officer, whether such resignation,



8









 






termination or replacement is to become effective before or after such first
anniversary of the consummation of the Reorganization Transaction.




	1.21	 	“Merger of Equals Cessation Date” shall be the meaning set forth in the definition of
“Merger of Equals” Section 1.20.
	 
	1.22	 	“Merger of Equals Period” means the period commencing on the date of a Merger of
Equals and ending the earlier of the Merger of Equals Cessation Date or two (2) years
following the Change Date.
	 
	1.23	 	“Participant” means an Employee participating in the Plan as provided in Article 2.
	 
	1.24	 	“Participating Company” means the Company and any Affiliate of the Company, which has
adopted this Plan in accordance with Section 6.11.
	 
	1.25	 	“Person” means any individual, sole proprietorship, partnership, joint venture,
limited liability company, trust, unincorporated organization, association, corporation,
institution, public benefit corporate, entity or government instrumentality, division, agency,
body or department.
	 
	1.26	 	“Plan” means The Williams Companies, Inc. Severance Pay Plan.
	 
	1.27	 	“Plan Administrator” means the Administrative Committee appointed under Article 5.
	 
	1.28	 	“Plan Year” means the twelve (12) month period from January 1 through December 31.
	 
	1.29	 	“Regular Wage Base” means an Employee’s total weekly salary or wages, including any
salary deferral contributions made to any defined contribution plan maintained by the
Participating Company and any amounts contributed by an Employee to any cafeteria plan,
flexible benefit plan or qualified transportation plan maintained by the Participating Company
in accordance with Sections 125, 132 and related provisions of the Code, but excluding any
bonuses, overtime, incentive compensation, commissions, cost of living pay, housing pay,
relocation pay, other taxable fringe benefits and all other extraordinary compensation.
	 
	1.30	 	“Related Party” means an Affiliate or any employee benefit plan (or any related
trust) sponsored or maintained by the Company or any of its Affiliates.
	 
	1.31	 	“Reorganization Transaction” means the consummation of a merger, reorganization,
recapitalization, consolidation or similar transaction involving the Company.
	 
	1.32	 	“SEC” means the United States Securities and Exchange Commission, or any successor
thereto.
	 
	1.33	 	“Sponsor” means The Williams Companies, Inc., a Delaware corporation.
	 
	1.34	 	“Surviving Corporation” means the corporation resulting from a Reorganization
Transaction or, if securities representing at least 50 percent of the aggregate voting power




9









 






	 	 	of all Voting Securities of such resulting corporation are directly or indirectly owned by
another corporation, such other corporation.
	 
	1.35	 	“Voting Securities” means any securities of the Company that are entitled to vote
generally in the election of directors.
	 
	1.36	 	“Years of Service” means a Participant’s length of service with the Participating
Company as set by the latest hire date or rehire date of such Participant. For purposes of
this Plan, after the first year of service as a Participant, only full, completed years of
service will be counted. Service with a predecessor company will not be included unless, and
to the extent that, the Plan Administrator determines such service be included and notifies
the Participant in writing that such service is included.
	 
	 	 	If a Participant is terminated for any reason other than Cause and is rehired by the
Participating Company within twelve (12) months of such termination date, years of service
prior to such termination will be bridged and used in determining years of service for the
purposes of severance pay benefits in the event the Participant becomes eligible for
severance pay. The Plan Administrator’s determination of Years of Service in its sole and
absolute discretion will be final and binding on all persons to the maximum extent permitted
by law.





Article 2.

Eligibility





	2.1	 	Eligibility. Any Employee, who is not excluded pursuant to Section 2.2, shall be
entitled to become a Participant in the Plan when all of the following conditions are met:






(a) The senior officer of the Company responsible for compensation or benefits, or such
senior officer’s designee, approves the reduction in force or job elimination and the
Employee is notified in writing that employment is being terminated due to a reduction in
force which has caused the elimination of his position; or an Employee’s employment is
terminated involuntarily or voluntarily for Good Reason within two (2) years after a Change
in Control, or involuntarily immediately prior to a Change in Control for the purpose of
avoiding application of this Plan.




(b) The Employee remains in employment until his designated termination date unless an
earlier departure date will not have an adverse effect on the activities of the department
and is approved, in writing, by the Employee’s department head, unless the employee
terminates employment voluntarily for Good Reason within two (2) years after a Change in
Control.




	2.2	 	Exclusions. Notwithstanding the provisions of Section 2.1, an Employee will
not become a Participant in the Plan if any of the following conditions occur:






(a) An Employee discharged for Cause.



10









 






(b) An Employee voluntarily resigns for any reason, including retirement, except in the case
of voluntary resignation for Good Reason within two (2) years after a Change in Control.




(c) An Employee accepts any benefits under an early retirement incentive plan.




(d) An Employee fails to make a bona fide effort to secure employment within a Participating
Company or any of its Affiliates, or any successor of the Company or its Affiliates.




(e) An Employee transfers to or receives a Comparable Offer of Employment from a
Participating Company or any of its Affiliates.




(f) An Employee receives a Comparable Offer of Employment after a corporate rearrangement,
total or partial merger, acquisition, sale of stock, sale of assets or other transaction.




(g) An Employee accepts an offer of employment with a Participating Company or any of its
Affiliates, whether or not such offer of employment constitutes a Comparable Offer of
Employment.




(h) An Employee accepts an offer of employment with any purchaser company or resultant
entity, or an affiliate of such a company or entity, after a corporate rearrangement, total
or partial merger, acquisition, sale of stock, sale of assets or other transaction, whether
or not such offer of employment constitutes a Comparable Offer of Employment.




(i) An Employee dies prior to his termination of employment.




(j) Except as provided in subsection (k), an Employee on a Leave of Absence at the time he
is notified that his employment is being terminated due to a reduction in force.




(k) An Employee receiving benefits under the Short-Term Disability Program. This exclusion
may not apply if the Employee would have returned to work within the initial six-month
period of short-term disability had his termination of employment not occurred and a senior
officer of the Company responsible for compensation or benefits, or such senior officer’s
designee, approves eligibility for severance upon release to return to work in his sole
discretion. This exclusion does not apply in the event of a Change in Control.




(l) An Employee receiving benefits under the Long-Term Disability Program.




(m) An Employee has a written employment contract which contains severance provisions.




(n) An Employee received or is eligible to receive more favorable severance pay
benefits under any other severance pay plan, agreement or arrangement of a Participating
Company, any of its Affiliates, or any successor of a Participating Company.



11









 





Article 3.

Benefits





	3.1	 	Severance Pay. Except as provided in Section 3.7, subject to the Participant signing
a release of claims prepared by the Company, a Participant will be eligible for severance pay
benefits under this Section 3.1 equal to:






(a) the product of (i) two (2) weeks multiplied by (ii) the Participant’s Regular Wage Base,
if the Participant has less than one (1) full-completed Year of Service; or




(b) the product of (i) two (2) weeks for each full, completed Year of Service, with a
minimum of six (6) weeks and a maximum of fifty-two (52) weeks, multiplied by (ii) the
Participant’s Regular Wage Base, if the Participant has completed at least one (1) full Year
of Service.




	3.2	 	Change in Control Severance Pay. Subject to the Participant signing a release of
claims prepared by the Company, if a Participant’s employment is terminated voluntarily for
Good Reason or involuntarily within two (2) years after a Change in Control, the Participant
will be eligible for severance pay benefits under this Section 3.2 in lieu of any benefits
under Section 3.1 with the amount of such benefits equal to the sum of:






(a) the product of (i) the number of the Participant’s full, completed Years of Service
multiplied by (ii) three (3), and multiplied by (iii) the Participant’s Regular Wage Base;




(b) the product of (i) Participant’s Regular Wage Base multiplied by (ii) the quotient of
the Participant’s Base Salary divided by ten thousand (10,000); and




(c) the product of (i) the Participant’s target annual bonus (with respect to the
calendar year in which the termination occurs) multiplied by (ii) a fraction, the numerator
of which equals the number of days from and including the first day of such calendar year
through and including the date of termination, and the denominator of which equals three
hundred and sixty-five (365) (reduced by any annual bonus amount received with respect to
such calendar year).




Notwithstanding the foregoing, the sum of subsections (a) and (b) of this Section 3.2 shall
not be less than the product of the Participant’s Regular Wage Base multiplied by twelve (12)
nor more than the product of the Participant’s Regular Wage Base multiplied by one hundred
and four (104).




	3.3	 	Notice. Any Participant who is terminated and receives less than two (2) weeks
notice from a Participating Company will receive, in addition to the benefits provided in
Section 3.1 or 3.2 (whichever applies), severance pay for the lack of notice. Weeks or
fractions thereof,
will be granted which is equal to the difference between two (2) weeks and the number of days
notice received by the Participant. The amount of severance pay will be equal to the number
of weeks and/or fractions thereof granted to a Participant under this Section 3.3 




12









 






	 	 	times the
Participant’s Regular Wage Base. No payment will be made under this Section 3.3 if total
severance pay exceeds the maximum benefit allowed.






	3.4	 	Form of Payment. Severance benefits payable to a Participant under Section 3.1 shall
be paid in installments over a period not to exceed one (1) year from the date payment
commences. Severance benefits payable to a Participant under Section 3.2 shall be paid in a
lump sum within thirty days from the date of the Participant’s termination of employment.
	 
	3.5	 	Other Benefit Plans. Participants, regardless of whether they sign the release of
claims required to receive severance payments, who are otherwise entitled to receive severance
pay and who are eligible to continue participation in certain welfare benefit plans may choose
to continue their participation in accordance with this Section 3.5. Continued participation
in such welfare benefit plans is subject to the terms and conditions of the applicable plan
documents or insurance contracts in effect on the date of the Participant’s termination from
employment. Generally, the Participant has the option to elect the currently maintained
Participating Company group medical and dental plan that he is currently enrolled for up to 18
months under the Consolidated Omnibus Budget Reconciliation Act (COBRA) continuation coverage.
If the Participant timely and properly elects COBRA coverage, the premiums for COBRA coverage
will be limited to the active employee rate for the initial three months of coverage. At the
end of this three-month period, the Participant will be required to pay the full cost for
medical and/or dental benefits under COBRA for the remainder of the 18-month period.
Participation in the Participating Company group medical and dental plan will generally cease
on the date the Participant or his dependents become covered under any other medical plan or
dental plan.
	 
	3.6	 	Paid-Time Off (PTO) Program. A Participant, regardless of whether he signs the
release of claims required to receive severance payments, shall be paid a single lump sum
payment for applicable PTO hours earned but not taken prior to the Participant’s employment
termination. PTO time will not be considered for purposes of continued coverage under any of
the other various employee benefit plans maintained by the Participating Company.
	 
	3.7	 	Rehired Participants after Receipt of Severance Pay.
	 
	 	 	This Section 3.7 applies to Participants rehired by a Participating Company or any
Affiliate after receipt of severance pay under Section 3.1.






(a) Severance Pay. The Participant will be entitled to keep a portion of his
severance pay equal to the number of weeks and/or fraction of weeks between his termination
date and the date of rehire. Any remainder must be returned to the Participating Company
that paid the severance pay upon rehire or it will be deducted from his wages paid after
rehire.




If a Participant is rehired within twelve (12) months of his termination date and again
becomes eligible for severance pay due to a subsequent event within twelve (12) months
of rehire, subject to the Participant signing a release of claims prepared by the Company,
the Participant will be eligible to receive the greater of



13









 






(i) the sum of any remaining severance not yet received from the initial termination
date in accordance with Section 3.1, plus two (2) weeks of severance pay or




(ii) two (2) weeks of severance pay.




Severance pay under this Section 3.7 will be paid in accordance with Section 3.4.




(b) PTO. If a Participant is rehired within the same calendar year in which his
employment was terminated and he received payment for PTO earned but not taken, he may
either retain the payment and forfeit PTO time for which he was eligible prior to his
employment termination, or he may return to the Company the amount he received and reinstate
PTO time for which he was eligible prior to termination.




	3.8	 	Discretionary Benefits. Under no circumstances will any discretionary benefits
be paid unless the senior officer of the Company responsible for compensation or benefits,
or such senior officer’s designee, signs a written document describing such benefits.
Payment of such discretionary benefits will be made only in accordance with the terms of
that document.






	3.9	 	No Vesting. Employees have no vested right to any benefits set forth in the
Plan until such time as an Employee becomes entitled to receive benefits under Article 2;
however, the Participant must execute a release in accordance with Section 3.1 or 3.2
(whichever applies) to receive any benefits under this Plan.






	3.10	 	Integration with Plant Closing Law(s). To the extent that a federal, state or
local law, including, but not limited to the Worker Adjustment and Retraining Act, requires
a Participating Company, as an employer, to provide notice and/or make a payment to an
Employee because of that Employee’s involuntary termination, or pursuant to a plant closing
law, the benefit payable under this Plan, including without limitation benefits payable
under Section 3.3, shall be reduced by any Regular Wage Base paid during such notice period
and/or by such other required payment.
	 
	 	 	Nothing in this section or any other section of this Plan shall be used to reduce benefits
under this Plan because of payments under state unemployment insurance laws.





Article 4.

Claims





	4.1	 	Claims for Benefits. To obtain payment of any benefits under the Plan, a
Participant must comply with such rules and procedures as the Plan Administrator may
prescribe.






	4.2	 	Claims Procedure. The Plan Administrator shall adopt, and may change from time
to time, claims procedures, provided that such claims procedures and changes thereof shall conform to
Section 503 of the Employee Retirement Income Security Act of 1974 and the regulations
promulgated thereunder. Such claims procedures, as in effect from time to time, shall be
deemed to be incorporated herein and made a part hereof.




14









 











Article 5.

Administration





	5.1	 	Fiduciaries. The Administrative Committee is designated as the only named fiduciary
of the Plan as defined in ERISA.
	 
	5.2	 	Allocation of Responsibilities.






(a) Board of Directors. The Board of Directors (through its delegatee, the
Compensation Committee of the Board of Directors) shall have exclusive authority and
responsibility, including the power to amend the Plan in Section 6.3 to the extent
necessary, for:




Plan matters that are deemed to be material under the corporate laws of
the State of Delaware to holders of common stock of the Company; and




The delegation to the Benefits Committee or other appropriate person of
any authority and responsibility reserved to it under the Plan that it can
delegate.




(b) Benefits Committee. The Benefits Committee shall have exclusive authority and
responsibility for those functions set forth in Section 5.3 and in other provisions of this
Plan.




(c) Administrative Committee The Administrative Committee shall serve as the Plan
Administrator and shall have exclusive authority and responsibility for those functions set
forth in Section 5.4 and in other provisions of this Plan.




	5.3	 	Provisions Concerning the Benefits Committee.






(a) Membership and Voting. Any member may resign by delivering a written
resignation to the Board of Directors. The Board of Directors shall fill vacancies in the
Benefits Committee arising by death, resignation or removal. The Benefits Committee shall
act by a majority of its members at the time in office, and such action may be taken by a
vote at a meeting, in writing without a meeting, or by telephonic communications.
Attendance at a meeting shall constitute waiver or notice thereof. A member of the Benefits
Committee who is a Participant of the Plan shall not vote on any question relating
specifically to such Participant. Any such action shall be voted or decided by a majority
of the remaining members of the Benefits Committee. The Benefits Committee shall appoint
a Secretary who may, but need not, be a member thereof. The Benefits Committee may appoint
from its members such subcommittees with such powers as the Benefits Committee shall
determine.



15









 






(b) Powers and Duties of Benefits Committee. The Benefits Committee shall
have exclusive authority and responsibility for:




(i) All amendments to this Plan, except to the extent such authority is
reserved to the Board of Directors, as provided in Articles 5 and 6;




(ii) The termination or other discontinuance of this Plan, in whole or in
part;




(iii) The approval of any merger or spin-off of any part of this Plan;




(iv) The delegation of its fiduciary responsibilities, if any, under the
Plan to another person or entity; and




(v) The appointment of members of the Administrative Committee, but only to
fill vacancies not filled by the Administrative Committee, and the
appointment of the chairman of the Administrative Committee, but only if a
chairman is not timely selected by the Administrative Committee’s members.




The Benefits Committee may appoint such accountants, counsel, specialists, and other
persons, as it deems necessary or desirable in connection with its duties under this Plan.
Such accountants and counsel may, but need not, be accountants and counsel for the
Company or an Affiliate. The Benefits Committee also shall have such other duties,
authority and responsibility under this Plan as may be delegated by the Board of
Directors.




	5.4	 	Provisions Concerning the Administrative Committee.






(a) Membership and Voting. The Administrative Committee shall consist of not
less than three (3) members. All members of the Administrative Committee must be Employees
of the Company. The Administrative Committee may remove any of its members at any time,
with or without cause, by written notice to such member and to the Benefits Committee. Any
member may resign by delivering a written resignation to the Administrative Committee.
Vacancies in the Administrative Committee arising by death, resignation or removal shall be
filled by the Administrative Committee, or the Benefits Committee to the extent not filled
by the Administrative Committee. The Administrative Committee shall act by a majority of
its members at the time in office, and such action may be taken by a vote at a meeting, in
writing without a meeting, or by telephonic communications. Attendance at a meeting shall
constitute waiver of notice thereof. A member of the Administrative Committee who is a
Participant of the Plan shall not vote on any question relating specifically to such
Participant. Any such action shall be voted
or decided by a majority of the remaining members of the Administrative Committee. The
Administrative Committee shall designate one of the members as the chairman and shall
appoint a secretary who may, but need not, be a member, but the Benefits



16









 






Committee may
appoint a chairman if the Administrative Committee fails to do so. The Administrative
Committee may appoint from its members such subcommittees with such powers as the
Administrative Committee shall determine.




(b) Duties of Administrative Committee. The Administrative Committee shall
administer the Plan in accordance with its terms and shall have all the powers necessary to
carry out such terms including, without limitation, the power, in its sole and absolute
discretion, to determine all benefits and to grant or to deny claims for benefits. The
Administrative Committee shall execute any certificate, instrument or other written
direction on behalf of the Plan. All interpretations of this Plan, and all questions
concerning its administration and application, including without limitation, all benefit
determinations and all claim decisions, shall be determined by the Administrative Committee
(or its delegate) in its sole and absolute discretion and such determination shall be
conclusive and binding on all persons to the maximum extent permitted by law. No
determination of the Administrative Committee for any Participant shall create a basis for
retroactive adjustment for any other Participant. The Administrative Committee may appoint
such accountants, counsel, specialists and other persons as it deems necessary or desirable
in connection with the administration of the Plan. Such accountants and counsel may, but
need to, be accountants and counsel for the Company or an Affiliate. The Administrative
Committee shall also have such other duties as the Benefits Committee may delegate. The
Administrative Committee shall report regularly, and at least once each Plan Year, on its
operations to the Benefits Committee.




	5.5	 	Delegation of Responsibilities; Bonding.






(a) Delegation and Allocation. The Administrative Committee shall have the
authority to delegate or allocate, from time to time, by a written instrument, all or any
part of its responsibilities under this Plan to such person or persons as it may deem
advisable and in the same manner to revoke any such delegation or allocation of
responsibility. Any action of a person in the exercise of such delegated or allocated
responsibility shall have the same force and effect for all purposes hereunder as if such
action had been taken by the Administrative Committee. The Administrative Committee shall
not be liable for any acts or omissions of any such person, who shall periodically report to
the Administrative Committee concerning the discharge of the delegated or allocated
responsibilities.




(b) Bonding. The members of the Benefits Committee, and the Administrative
Committee shall serve without bond (except as expressly required by federal law) and without
compensation for their services as such.




	5.6	 	No Joint Fiduciary Responsibilities. This Plan is intended to allocate to the
Administrative Committee the individual responsibility for the prudent execution of the
functions assigned to it, and none of such responsibilities or any other responsibility shall
be shared by any other fiduciaries under the Plan unless such sharing is provided for by a
specific provision of the Plan. Whenever one fiduciary is required herein to follow the
directions of another fiduciary, the two fiduciaries shall not be deemed to have been




17









 






	 	 	assigned a shared responsibility, but the responsibility of a fiduciary receiving such
directions shall be to follow them insofar as such instructions are on their face proper
under applicable law.
	 
	5.7	 	Fiduciary Capacity. Any person or group of persons may serve in more than one
fiduciary capacity with respect to the Plan.
	 
	5.8	 	Information to be Supplied by Participating Company. Each Participating Company
shall supply to the Administrative Committee, within a reasonable time and in such form as the
Administrative Committee shall require, the names of all Employees who incurred a Termination
of Employment or layoff during the month, the date of termination of each, and the amount of
compensation paid to each Active Participant for the month. The Administrative Committee may
rely conclusively on the information certified to it by a Participating Company. Each
Participating Company shall provide to the Administrative Committee or its delegate such
information as it shall from time to time need in the discharge of its duties.
	 
	5.9	 	Right to Receive and Release Necessary Information. The Administrative Committee may
release or obtain any information necessary for the application, implementation and
determination of this Plan or other Plans without consent or notice to any person. This
information may be released to or obtained from any insurance company, organization or person.
Any individual claiming benefits under this Plan shall release to the Administrative
Committee such information as the Administrative Committee, in its sole and absolute
discretion, determines to be necessary to implement this provision.





Article 6.

General Provisions





	6.1	 	Successor to Company. This Plan shall bind any successor (whether direct or
indirect, by purchase, merger, consolidation, reorganization or otherwise) which becomes
such after Change in Control (Merger of Equals) has occurred to all or substantially all of
the business and/or assets of the Company in the same manner and to the same extent that the
Company would be obligated under this Plan if no succession had taken place. In the case of
any transaction in which a successor (which becomes such after a Change in Control [Merger
of Equals] of the Company has occurred) would not by the foregoing provision or by operation
of law be bound by this Plan, the Company shall require such successor expressly and
unconditionally to assume and agree to perform the Company’s obligations under this Plan, in
the same manner and to the same extent that the Company would be required to perform if no
such succession had taken place. The term “Company,” as used in this Plan, shall mean the
Company and any successor or assignee to the business or assets that by reason hereof
becomes bound by this Plan.
	 
	6.2	 	Duration. The Plan shall continue indefinitely unless terminated as provided in
subsection 6.3 hereof.




18









 












	6.3	 	Amendment and Termination. Except as provided in Section 5.2(a), the Benefits
Committee may amend, modify, change, revise or discontinue this Plan at any time prior to a
Change in Control occurring or within twelve (12) months after a Change in Control has
occurred; provided, however, that any such action taken that has the effect of reducing
Participant benefits under this Plan prior to a Change in Control shall not be effective
before six (6) months after adoption and shall be null and void if a Change in Control
occurs during that period.
	 
	6.4	 	Management Rights. Participation in the Plan shall not lessen or otherwise
affect the responsibility of an Employee to perform fully his duties in a satisfactory and
workmanlike manner. This Plan shall not be deemed to constitute a contract between a
Participating Company and any employee or other person whether or not in the employ of the
Participating Company, nor shall anything herein contained be deemed to give any employee
or other person whether or not in the employ of a Participating Company any right to be
retained in the employ of any Participating Company, or to interfere with the right of any
Participating Company to discharge any employee at any time and to treat him without any
regard to the effect which such treatment might have upon him as an employee covered by the
Plan.
	 
	6.5	 	Funding. The Plan shall constitute an unfunded and unsecured obligation of the
Participating Companies payable from the general funds of such Participating Companies.
	 
	6.6	 	Withholding of Taxes. Each Participating Company may withhold from any amounts
payable under the Plan all federal, state, city and/or other taxes as shall be legally
required.
	 
	6.7	 	Participant’s Responsibility. Each Participant (or personal representative of
a deceased Participant’s estate) shall be responsible for providing the Administrative
Committee with his current address. Any notices required or permitted to be given
hereunder shall be deemed given if directed to such address and mailed by regular United
States mail. The Administrative Committee shall not have any obligation or duty to locate
a Participant.
	 
	6.8	 	Indemnification. Each Participating Company shall indemnify and hold harmless
each member of the Board of Directors, each member of the Benefits Committee, each member
of the Administrative Committee and each officer and employee of a Participating Company to
whom are delegated duties, responsibilities, and authority with respect to this Plan
against all claims, liabilities, fines and penalties, and all expenses reasonably incurred
by or imposed upon him (including, but not limited to reasonable attorney fees) which arise
as a result of his actions or failure to act in connection with the operation and
administration of this Plan to the extent lawfully allowable and to the extent that such
claim, liability, fine, penalty, or expense is not paid for by liability insurance
purchased or paid for by a Participating Company. Notwithstanding the foregoing, a
Participating Company shall not indemnify any person for any such amount incurred through
any settlement or compromise of any action unless the Participating Company consents in
writing to such settlement or
compromise.




19









 












	6.9	 	Governing Law. The Plan shall be governed by and construed in accordance with
applicable Federal laws, including ERISA, governing employee benefit plans and in
accordance with the laws of the State of Oklahoma where such laws are not in conflict with
the aforementioned federal laws.






	6.10	 	Right of Recovery. If any Participating Company makes payment(s) in excess of
the amount required under the Plan, the Administrative Committee shall have the right to
recover the excess payment(s) from any person who received the excess payment(s). Such
recovery shall be returned by the Administrative Committee to such Participating Company.






	6.11	 	Adoption by Participating Company. Any Affiliate may adopt or withdraw from
this Plan. The adoption resolution may contain such specific changes and variations in this
Plan’s terms and provisions applicable to the employees of the adopting Participating
Company as may be acceptable to the Administrative Committee.




IN WITNESS WHEREOF, the Benefits Committee has caused this amended and restated Plan to be executed
effective as herein provided.




	 	 	 	 	 
	 	 	 
	 	BY:	 	/s/ Marcia M. MacLeod
 	 
	 	 	 	Marcia M. MacLeod 	 
	 	 	 	Benefits Committee Member 	 
	 




20