Exhbit
10.1
 
 MAXXAM
INC. REVISED CAPITAL ACCUMULATION PLAN OF 1988
 (As
Amended and Restated December 2007)
 
 
 WHEREAS,
the Compensation Policy Committee of the Company’s Board of Directors has been
appointed as the Plan’s administrative committee pursuant to the Plan;
and
 
 WHEREAS,
the Compensation Policy Committee believes that it is advisable to adopt certain
modifications to the Plan as set forth herein;
 
 ARTICLE
I
 
 GENERAL
 
 1.1           Definitions.
 
 (a)           “Account”
means either or both of a participant’s Lump Sum Account or Installment Account
established pursuant to Section 2.2.
 
 (b)           “Adjustment
Date” has the meaning assigned to such term in Section 2.4.
 
 (c)           “Beneficiary”
has the meaning assigned to such term in Section 3.4.
 
 (d)           “Code”
means the Internal Revenue Code of 1986, as amended, and with respect to a
particular section thereof, also means any notices, revenue rulings, revenue
procedures and regulations published by the U.S. Treasury Department pertaining
to such section.
 
 (e)           “Committee”
has the meaning assigned to such term in Section 1.5.
 
 (f)           “Company”
means MAXXAM Inc., a Delaware corporation, and any successor thereto by merger,
consolidation or otherwise.
 
 (g)           “Compensation”
for any calendar year means a participant’s base salary actually paid during
that year for services as an employee of a Participating Employer, excluding by
way of illustration and not limitation, bonuses, income realized in connection
with stock options and/or stock appreciation rights, and all other forms of
extra compensation.  A participant’s Compensation shall not include
any salary paid (i) before the date his participation starts, unless the
Committee in its discretion decides to include salary earned in respect of the
portion of the calendar year immediately preceding such date, (ii) after the
date the Committee (or a Participating Employer) declares him ineligible for
further participation pursuant to Section 2.1(b), or (iii)
after  Termination of Employment.
 
 
 (h)           “Disability”
or “Disabled” means any medically determinable physical or mental impairment
which prevents a participant from engaging in any substantial gainful activity for a
Participating Employer, if such condition can be expected to result in death or
can be expected to have a duration of at least 12 months.
 
 (i)           “Distributable
Balance” has the meaning assigned to such term in Section 3.1
 
 (j)           “Grandfathered
Amount” means that portion of a participant’s Account that was
vested as of December 31, 2004, plus any earnings with respect to such
amount.
 
 (k)           “Installment
Account” has the meaning assigned to such term in Section 2.2.
 
 (l)           “Key
Employee” has the meaning assigned to such term under Section 409A, determined
in accordance with the default provisions under applicable
regulations.
 
 (m)           “Lump
Sum Account” has the meaning assigned to such term in Section 2.2.
 
 (n)           “Participating
Company” means any trade or business (whether or not incorporated) which is (i)
controlled by or under common control with the Company or any successor thereto
by merger, consolidation or otherwise, within the meaning of Section 414(b) or
(c) of the Code or (ii) designated as a Participating Company by the
Committee.
 
 (o)           “Participating
Employer” means the Company and any Participating Company that adopts this Plan
with the consent of the Company.
 
 (p)           “Plan”
means MAXXAM Inc. Revised Capital Accumulation Plan of 1988, as from time to
time in effect.
 
 (q)           “Prime
Rate” has the meaning assigned to such term in Section 2.4.
 
 (r)           “Section
409A” means Section 409A of the Code.
 
 (s)          “Termination
of Employment,” and similar references mean a participant’s terminating
employment with the Company or a Participating Company (and all entities treated
with the Company or such Participating Company as a single employer under
section 414(b) and (c) of the Code) within the meaning of Section 409A of the
Code (using the 20%/50% default rules set forth in Treas. Reg. §1.409A-1),
whether on account of retirement, Disability, or any other reason (including
death).
 
 1.2           Purpose.
 
 The purpose of this MAXXAM Inc. Revised
Capital Accumulation Plan of 1988 (the “Plan”) is to provide an incentive for
individuals (a) to join and remain in the service of MAXXAM Inc. and certain
Participating Companies as officers or other key employees, and (b) to maintain
and enhance the long-term performance and profitability of those
companies.
 
 1.3           Type of
Benefits.
 
 This Plan provides cash benefits to a
participant when he retires, becomes Disabled, or otherwise Terminates
Employment, payable in a lump sum or in installments or by a combination of a
lump sum and installments.  If a participant dies before receiving all
of his benefits, survivor payments shall be made to his
Beneficiary.
 
 1.4           Plan
Unfunded.
 
 (a)           While
this Plan refers to the crediting of amounts to a participant’s Account from
time to time, all Accounts maintained under the Plan are book-entry, memorandum
accounts only, and do not represent an interest in any trust, fund or specific
asset or property.
 
 (b)           Notwithstanding
any other provision of this Plan, any obligation of a Participating Employer to
pay benefits hereunder shall be an unsecured promise, and any right to enforce
such obligation shall be solely as a general creditor of the Participating
Employer.  Without limiting the generality of the foregoing, if a
Participating Employer acquires an insurance policy on the life of a participant
as an investment to help defray, in whole or in part, the costs that may be
incurred in connection with this Plan, neither the participant nor his spouse
nor his Beneficiary shall have any right with respect to, or claim under or
against, such policy, and such policy shall not be deemed to be held for the
benefit of, or under any trust for the benefit of, the participant or his spouse
or any Beneficiary, or to be held in any way as collateral security for the
fulfilling of the obligations of the Participating Employers of this Plan, and
such policy shall be, and remain, a general, unpledged, unrestricted asset of
the Participating Employer which acquired such policy.
 
 1.5           Administration.
 
 (a)           The
Plan shall be administered by an administrative committee, which may be the
Compensation Policy Committee or any other regular committee of the Board of
Directors of the Company or a committee specially designated for such purpose
(the “Committee”).  The Committee shall consist of not less
than  two persons (each of whom shall be a director of a Participating
Employer) having full authority to act in such capacity; provided that the Board
of Directors of the Company may, in its sole discretion, exercise any and all of
the powers and authorities of the Committee.  The members of the
Committee shall be appointed by, and may be changed from time to time in the
discretion of, the Board of Directors of the Company.
 
 (b)           No
person shall serve as a member of the Committee if such person is then an
officer or employee of the Company or a Participating Company or was at any time
in the past five (5) years a participant under the Plan.
 
 (c)           The
Committee shall have the authority (i) to construe, interpret and implement the
Plan, (ii) to prescribe, amend and rescind rules and regulations relating to the
Plan, (iii) to make all determinations necessary and advisable in administering
the Plan, and (iv) to correct any defects, supply any omission and reconcile any
inconsistency in the Plan.
 
 (d)           The
determination of the Committee or the Board of Directors of the Company on all
matters relating to the Plan shall be conclusive and binding on all
persons.
 
 (e)           To
the extent that the Board of Directors of the Company shall act as the Committee
hereunder, the provisions of this Plan shall apply to such Board and to its
members as if the Board were the Committee.
 
 ARTICLE
II
 
 PARTICIPATION AND
ACCOUNTS
 
 2.1           Participation.
 
 (a)           Participation
in the Plan shall be extended to such officers and executives, managerial,
technical or professional employees of the Participating Employers as the
Committee shall in its sole discretion designate from time to time; provided,
that no individual shall be enrolled as a participant unless his annual rate of
base salary is at least $175,000 per annum or is an officer of the Company or a
Participating Company. Participation starts on the day on which the individual
is so designated, unless the Committee’s designation specifies a later
day.
 
 (b)           The
Committee may from time to time in its sole discretion declare that a
participant is no longer eligible to participate under the Plan, from and after
a date set by the Committee, in which event (i) the participant shall not be
entitled to have the applicable salary credit made to his Account pursuant to
Section 2.3 of the Plan in respect of Compensation paid on and after the date of
ineligibility, and (ii) he shall continue as a participant in all other respects
(and accordingly shall be entitled to have the applicable salary credit made to
his Account pursuant to Section 2.3 of the Plan in respect of Compensation paid
prior to the date of ineligibility and to have his Accounts updated after the
date of ineligibility pursuant to Section 2.4) until he has no Distributable
Balance remaining.  The Board of Directors of any Participating
Employer may exercise the power granted to the Committee under the preceding
sentence, with respect to Compensation paid by such Participating
Employer.
 
 2.2           Accounts. Memorandum
accounts shall be established on the records of the Company or a Participating
Company for each participant to the extent required by reason of Section 2.3(b),
one designated as the participant’s “Lump Sum Account” and the other designated
as his “Installment Account,” each such Account to be treated as herein
provided.
 
 2.3           Annual Salary
Credit.
 
 (a)           For
each calendar year beginning on or prior to January 1, 2005, a credit shall be
entered on the records of the Company or a Participating Company for each
participant, equal to 15% of the participant’s Compensation paid during that
year.  For each calendar year beginning on or after January 1, 2006, a
credit shall be entered on the records of the Company or a Participating Company
for each participant equal to 2% of the participant’s Compensation paid during
that year.  The credit shall be entered as of December 31 of the
calendar year for which credited, or if earlier, the last day of the month in
such year in which the participant Terminates Employment or is declared
ineligible.
 
 (b)           A
participant may direct that the salary credit under Section 2.3(a) for any
calendar year be allocated either to his Lump Sum Account or to his Installment
Account, or, unless the Committee otherwise directs, in part to his Lump Sum
Account and in part to his Installment Account, subject to all of the following
and any other limitations or requirements prescribed by the
Committee:
 
 (i)           Different
directions may be given for different calendar years, but the direction for any
year must be given prior to the first day of that year;
 
 (ii)           A
direction becomes irrevocable on the December 31 immediately preceding the
calendar year to which the direction applies;
 
 (iii)           Notwithstanding
clauses (i) and (ii) above, amounts creditable under Section 2.3(a) for the
first calendar year in which an employee becomes a participant shall be
allocated in accordance with the employee’s direction made within 30 days after
the employee is designated as a participant, and such direction shall be
irrevocable upon expiration of such 30-day period;
 
 (iv)           In
the absence of a proper direction by the participant for a calendar year, the
credit for that year shall be made to his Lump Sum Account; and
 
 (v)           Such
direction must be made using such form as the Company or Participating Company
utilizes for such purpose.
 
 2.4           Annual Account
Updating. The aggregate dollar amount of each of a participant’s Accounts
shall be increased (a) as of each December 31 prior to the calendar year in
which the participant Terminates Employment, and (b) as of the last day of the
month in which the participant Terminates Employment (each, an “Adjustment
Date”).  Such increase shall be determined as if interest were
credited and compounded on his Accounts as of each such December 31 and such
last day of the month, at such rate or rates as the Committee may authorize from
time to time; provided, that unless such Committee otherwise directs, the rate
so authorized to be credited on any Adjustment Date shall be the Prime Rate in
effect at the end of the month immediately prior to the Adjustment Date as
reported by the Wall Street Journal (the “Prime Rate”).
 
 2.5           Credits Not In Lieu of
Current Compensation. Amounts credited to a participant’s Accounts under
Sections 2.3 and 2.4 represent neither reductions of salary nor bonuses
otherwise payable to the participant, nor amounts foregone in lieu of future
salary increases or bonuses.  All such credits represent additional
compensation payable (except as hereinafter provided in Article III) only
following the participant’s Termination of Employment and are not in any way
receivable by him prior to that time.
 
 ARTICLE
III
 
 PAYMENT OF
BENEFITS
 
 3.1           Distribution on Termination
of Employment.
 
 The “Distributable Balance” of a
participant’s Accounts shall be paid, by the dates specified below, following
the earlier of a) his Termination of Employment, or b) December 31, 2008, and
every tenth (10th)
December 31st
thereafter (December 31, 2018, et. seq.).
 
 3.2           Distributable
Balance.
 
 The “Distributable Balance” of a
participant’s Accounts shall be the vested portion of his Account balances
(excluding any Grandfathered Amount) as of the date of payment, computed in two
steps as follows:
 
 (a)           Step
1:  Termination
Balance.  The balance of the participant’s Lump Sum Account and
Installment Account shall be determined as of the last day of the month
during  which a Termination of Employment occurs, or as of December
31, 2008, or subsequent ten (10) year distribution dates.  Such
balances shall be determined after adjusting the participant’s Accounts for
salary credits and Account updating required to be made as of such date
(pursuant to Sections 2.3 and 2.4).
 
 (b)           Step
2:  Vesting.  The
Account balances determined under Section 3.2(a) shall be multiplied by a
percentage, not to exceed 100%, equal to the product of 10% multiplied by the
number of the participant’s years (and fractions of a year) of continuous
employment.  For purposes of the foregoing, “continuous employment”
shall mean the participant’s most recent continuous employment with the Company
and all Participating Companies from and after January 1, 1988, through the date
of payment, rounded down to the nearest whole month, disregarding any period of
employment preceding the date as of which he first earned Compensation (as
defined in Section 1.1(g)) recognizable for purposes of determining the amount
credited to his Account under Section 2.3 (a).
 
 3.3           Methods of
Distribution.
 
 (a)           If
a participant Terminates Employment for any reason other than
death:
 
 (i)           The
Distributable Balance and Grandfathered Amount of his Lump Sum Account shall be
paid to him in a single cash payment on the fifteenth (15th)
business day following the last day of the month during which Termination of
Employment occurred; provided, however, if the participant is a Key Employee,
the Distributable Balance of his Lump Sum Account shall be paid to the
participant on the first business day that is six (6) months after the date of
the participant’s Termination of Employment if such termination was for reasons
other than Disability (or death).  If payment of a participant’s
Distributable Balance is delayed for six months following Termination of
Employment, there shall be added to such participant’s Distributable Balance
interest, through the date of expiration of the six-month period, at the rate
that would have applied if payment had not been delayed.
 
 (ii)           The
Distributable Balance and Grandfathered Amount of his Installment Account shall
be paid to him in 10 equal installments, the first payment to be made on the
fifteenth (15th)
business day following the last day of the month during which Termination of
Employment occurred.  The remaining payments shall be made on the
fifth (5th)
business day of each of the next nine calendar years beginning after the date of
Termination of Employment.  Each of the previous two sentences shall
be subject to the proviso that if the participant is a Key Employee, the first
installment payment and, if necessary, the second installment payment shall be
held and paid on the first business day that is six (6) months after the date of
his Termination of Employment, unless the participant’s Termination of
Employment was on account of Disability or death.  If one or more
payments of a participant’s Distributable Balance are so delayed, there shall be
added to such participant’s Distributable Balance interest, through the date of
expiration of the six-month period, at the rate that would have applied if
payment had not been delayed.  After the initial installment payment,
there shall be added to each installment an amount determined as if subsequent
installment payment interest on the undistributed portion of such Installment
Account had been credited and compounded as of the December 31 immediately
preceding each such installment due date, at the applicable rate for the
calendar year, as determined in accordance with Section 2.4.
 
 (b)           If
a participant dies before receiving his entire vested interest in the Plan, the
vested balance(s) of his Lump Sum Account and Installment Account shall be paid
to the Beneficiary or Beneficiaries designated by the participant in such
amounts or portions as shall have been designated by the
participant.  Such payment(s) shall be made in a lump sum on the
thirtieth (30th) day
following the participant’s death; provided that in the event there is a dispute
or other uncertainty regarding a participant’s Beneficiary or Beneficiaries,
such payment(s) shall  be made on the thirtieth (30th) day
following final resolution of such dispute or uncertainty.
 
 (c)           Assuming
a participant has not Terminated Employment, the benefits otherwise
distributable under his Lump Sum and Installment Accounts shall be paid to him
in a single cash payment on the fifteenth (15th) business day following December
31, 2008 or  subsequent ten (10) year distribution dates; provided,
however, that the unvested portion of a participant’s Account shall be carried
over as a credit and be part of the Distributable Balance thereof at the next
distribution date.
 
 (d)           Any
payment actually made within any applicable grace period permitted by Section
409A shall be considered to have been paid on the specified payment date for all
purposes under the Plan.
  3.4           Beneficiary.
 
 A participant may designate one or more
persons as a “Beneficiary” to receive any amounts payable under this Plan by
filing a written designation of Beneficiary with the Company or Participating
Company.  Without limiting the generality of the preceding sentence, a
participant’s designated Beneficiary or Beneficiaries may include one or more
inter vivos or testamentary
trusts, charitable foundations or not-for-profit corporations; provided that if
any person or entity other the participant’s spouse is designated as a
Beneficiary, the participant’s spouse must consent in writing to such
designation.  Such participant may also, in the same manner and at any
time and from time to time (whether before or after benefit payments to such
participant have commenced), change any Beneficiary previously designated by
him, without notice to or consent of any previously designated Beneficiary
except the participant’s spouse in the event the newly-designated Beneficiary is
other than the participant’s spouse.  If any Beneficiary fails to
survive the participant, the Beneficiary shall be such alternate Beneficiary as
may have been designated by the participant, and if all Beneficiaries fail to
survive the participant, the Beneficiary shall be the participant’s surviving
spouse (if any), or if none, the participant’s estate.  If any
Beneficiary shall die after the participant, any amounts remaining due to such
Beneficiary under this Plan at the time of the Beneficiary’s death shall, unless
otherwise provided by the participant in his designation of Beneficiary, be paid
to the Beneficiary’s estate.  If the designated Beneficiary cannot be
located for a period of one year following the participant’s death despite
mailing to such Beneficiary’s last known address, and such Beneficiary has not
made written claim within such period to the Committee, such Beneficiary shall
be treated as having predeceased the participant.
 
 ARTICLE
IV
 
 MISCELLANEOUS
 
 4.1           Cooperation; Estoppel of the
Participant and His Beneficiary.
 
 (a)           As
a prerequisite to the payment of benefits in respect of a participant hereunder,
such participant shall furnish the Committee or the Company with all information
which the Committee or the Company or a Participating Company may deem necessary
or desirable to assist it in the administration of this Plan, including, without
limitation, any information necessary or desirable in computing the amount of
the participant’s retirement and other benefits.
 
 (b)           Participating
Employers, the Board of Directors of the Company and the Committee may rely upon
any certificate, statement, or other representation made to them by a
participant or any other person with respect to age, length of service, date of
commencement or Termination of Employment, the existence of Disability, marital
status or other fact required to be determined under any of the provisions of
this Plan, and shall not be liable on account of the payment of any moneys or
the doing of any act in reliance upon any such certificate, statement or other
representation.  Any such certificate, statement or other
representation made by the participant or any other person shall be conclusively
binding upon the participant, his spouse and Beneficiary who shall thereafter
and forever be estopped from disputing the truth and correctness of such
certificate, statement or other representation.
 
 4.2           Forfeiture.  Notwithstanding
any provision of this Plan, if following Termination of Employment for any
reason a participant is found guilty (by a court of competent jurisdiction) of
any act of fraud or dishonesty against the Company or a Participating Company,
then all rights which the participant or his spouse or Beneficiary may have
under this Plan shall be retroactively forfeited, any liability of the
Participating Employers to make payments hereunder shall terminate, and any
payments previously made hereunder shall be considered null and void and
Participating Employers shall have the right to recover any such payments
previously made hereunder.
 
 4.3           Rights to Terminate
Employment.  Nothing in this Plan shall confer upon a
participant the right to continue in the employ of the Company or a
Participating Company or affect any right the Company or a Participating Company
may have to terminate the participant’s employment.
 
 4.4           Assignment.  Neither
the participant nor his spouse nor any Beneficiary may assign, pledge or
otherwise encumber any interest in this Agreement without the written consent of
the Committee.
 
 4.5           No Third Party
Rights.  Neither a participant’s spouse nor any Beneficiary
shall  have any right to enforce the terms of this Plan prior to the
time of the participant’s death, and during the participant’s lifetime, this
Plan may be amended by the Company (subject to Section 4.6), notwithstanding
that such amendment may eliminate or cancel any right to benefit payments such
spouse or Beneficiary would otherwise have under this Plan.
 
 4.6           Amendment and
Termination.  The Committee and the Board of Directors of the
Company shall have the right, in its absolute discretion, at any time and from
time to time, to waive, modify or amend, in whole or in part, any or all of the
provisions of the Plan, or suspend or terminate it entirely; provided that any
waiver, modification, amendment, suspension or termination is permitted by
Section 409A; and further provided no such modification, amendment, suspension
or termination may, without the participant’s written consent, reduce the amount
of a participant’s Account balances prior to the effective date of such
modification, amendment, suspension or termination, or adversely affect in any
material respect his right to have his then-existing Account balances updated,
vested and distributed in accordance with the provisions of Section 2.4 and
Article III.
 
 4.7           Limitation of Liability;
Indemnification.  No member of the Committee or of the Board of
Directors of the Company shall be personally liable for any act or omission done
or failed to be done by such member in the course of administering or otherwise
acting with respect to the Plan, except as provided in Article Eighteenth of the
Restated Certificate of Incorporation of the Company.  Moreover, each
member of the Committee and the Board of Directors shall be indemnified to the
fullest extent provided for in the Company’s Restated Certification of
Incorporation or Bylaws from any expense, liability or loss incurred or suffered
by any of such persons as a result of administering or otherwise acting with
respect to the Plan.
 4.8           Benefits Paid by
Participating Employers.  The obligation to pay benefits under
the Plan is to be apportioned among the Participating Employers in accordance
with the provisions of this Section 4.8.  A Participating Employer
shall be obligated to pay the benefits attributable to (a) salary credits
awarded under Section 2.3 for Compensation paid by that Participating Employer,
(b) Account updatings in respect of such credits under Section 2.4, and (c)
amounts credited on the undistributed portion of an Installment Account pursuant
to Section 3.3.  A Participating Employer shall not be obligated to
pay benefits which are the obligation of another Participating Employer pursuant
to the preceding sentence.
 
 4.9           Miscellaneous.
 
 (a)           Neither
a participant nor his spouse, Beneficiary, or any person claiming through any of
them, shall under any circumstances have any right to require payments hereunder
other than in accordance with the terms of the Plan.
 
 (b)           Subject
to Section 409A, if this Plan conflicts with the terms of an individual
employment agreement between the participant and the Company or a Participating
Company, the terms of said employment agreement shall govern over the terms of
this Plan.
 
 (c)           The
masculine pronoun, wherever used herein, shall mean or include the feminine
pronoun.
 
 (d)           Benefit
payments hereunder shall be subject to withholding, to the extent required by
applicable tax or other laws, or order of a court of competent
jurisdiction.
 
 (e)           The
Plan shall inure to the benefit of and be binding upon the successors and
assigns of the Participating Employers and the heirs, administrators, executors
and personal representatives of the participant.
 
 (f)           No
waiver of any breach or default hereunder shall be considered valid unless in
writing, and no such waiver shall be deemed a waiver of any subsequent breach or
default of the same or similar nature.
 
 (g)           If
any provision of this Plan is held invalid or unenforceable, its invalidity or
unenforceability shall not affect any other provisions of this Plan, and this
Plan shall be construed and enforced as if such provision had not been included
herein.
 
 (h)           This
Plan and the obligations of the parties hereunder shall be interpreted,
construed and enforced in accordance with the laws of the state of
Texas.
 
 (i)           The
captions contained herein are inserted only as a matter or convenience and for
reference and in no way define, limit, enlarge or describe the scope or intent
of the Plan nor in any way shall affect the Plan or the construction of any
provision thereof.
 
 (j)           This
Plan is intended to comply with all applicable provisions of Section 409A and
whenever possible shall be interpreted accordingly.
    0172PLN8
BLB.DOC