exv10w1





Exhibit 10.1


AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


by and between


BAKER HUGHES INCORPORATED


and


CHAD C. DEATON


 








 






AMENDED AND RESTATED

EMPLOYMENT AGREEMENT


     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of January 1, 2009 (this “Agreement”),
by and between Chad C. Deaton (the “Executive”) and Baker Hughes Incorporated, a Delaware
corporation (the “Company”).



     WHEREAS, the Board of Directors of the Company (the “Board”) has retained the Executive as the
Chief Executive Officer of the Company;



     WHEREAS, the Company and the Executive previously entered into an Employment Agreement dated
as of October 31, 2004 (the “Employment Agreement”);



     WHEREAS, the Company and the Executive desire to amend and restate the Employment Agreement as
set forth in this Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”) and the final Department of Treasury regulations issued thereunder (“Section
409A”); and



     WHEREAS, the Executive is willing to commit himself to serve the Company, on the terms and
conditions herein provided;



     WHEREAS, the Company and the Executive have previously executed a Change in Control Agreement
effective as of October 25, 2005 (the “Change in Control Agreement”);



     NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements
of the parties herein contained, and intending to be legally bound hereby, the parties hereto agree
as follows:



     1. Employment and Term. The Company hereby agrees to employ the Executive, and the
Executive hereby accepts such employment, on the terms and conditions hereinafter set forth. The
period of employment of the Executive by the Company hereunder (the “Employment Period”) commenced
on October 25, 2004 (the “Effective Date”) and shall end on the Executive’s Date of Termination (as
defined in Section 7(b) hereof). The term of this Agreement (the “Term”) commenced on the
Effective Date and shall end on the second anniversary thereof; provided, that, on October 25,
2005, and each anniversary of October 25 thereafter, the Term shall be extended for one additional
year unless, prior to September 25, 2005 with respect to the extension on October 25, 2005, and
each anniversary of September 25, thereafter with respect to each subsequent annual extension, the
Company or the Executive shall have given notice not to extend the Term or the Executive shall have
incurred a termination of employment with the Company.



     2. Position and Duties.



     (a) As of the Effective Date, the Executive shall serve as Chief Executive Officer of the
Company, in which capacity the Executive shall perform the usual and customary duties of such
office, which shall be those normally inherent in such capacity in U.S. publicly held corporations
of similar size and character. The Executive agrees and acknowledges that, in



 








 







connection with his employment relationship with the Company, the Executive owes fiduciary
duties to the Company and will act accordingly.



     (b) During the Employment Period, the Executive agrees to devote substantially his full time,
attention and energies to the Company’s business and agrees to faithfully and diligently endeavor
to the best of his ability to further the best interests of the Company. The Executive shall not
engage in any other business activity, whether or not such business activity is pursued for gain,
profit or other pecuniary advantage. Subject to the covenants of Section 9 herein, this shall not
be construed as preventing the Executive from investing his own assets in such form or manner as
will not require his services in the daily operations of the affairs of the companies in which such
investments are made. Further, subject to Section 9 herein, the Executive may serve as a director
of other companies, if such service is approved by the Compensation Committee of the Board (the
“Compensation Committee”), so long as such service is not detrimental to the Company, does not
interfere with the Executive’s service to the Company and does not present the Executive with a
conflict of interest.



     (c) In keeping with the Executive’s fiduciary duties to the Company, the Executive agrees that
he shall not, directly or indirectly, become involved in any conflict of interest, or upon
discovery thereof, allow such a conflict to continue. Moreover, the Executive agrees that he shall
promptly disclose to the Board any facts which might involve any reasonable possibility of a
conflict of interest, or be perceived as such.



     (d) Circumstances in which a conflict of interest on the part of the Executive would or might
arise, and which should be reported immediately by the Executive to the Board, include the
following: (i) ownership of a material interest in, acting in any capacity for, or accepting
directly or indirectly any payments, services or loans from a supplier, contractor, subcontractor,
customer or other entity with which the Company does business; (ii) misuse of information or
facilities to which the Executive has access in a manner which will be detrimental to the Company’s
interest; (iii) disclosure or other misuse of Confidential Information (as defined in Section 9);
(iv) acquiring or trading in, directly or indirectly, other properties or interests connected with
the design, manufacture or marketing of products designed, manufactured or marketed by the Company;
(v) the appropriation to the Executive or the diversion to others, directly or indirectly, of any
opportunity in which it is known or could reasonably be anticipated that the Company would be
interested; and (vi) the ownership, directly or indirectly, of a material interest in an enterprise
in competition with the Company or its dealers and distributors or acting as a director, officer,
partner, consultant, employee or agent of any enterprise which is in competition with the Company
or its dealers or distributors.



     (e) Further, the Executive covenants, warrants and represents that he shall:




     (i) devote his full and best efforts to the fulfillment of his employment obligations;




     (ii) exercise the highest degree of fiduciary loyalty and care and the highest
standards and conduct in the performance of his duties; and



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     (iii) endeavor to prevent any harm, in any way, to the business or reputation of the
Company.



     (f) As Chief Executive Officer of the Company, the Executive is required to own common stock
in the Company equal to five times Base Salary (as defined in Section 4(a)) within five years from
the Effective Date. The Company acknowledges that the Executive has timely satisfied his
obligation to purchase shares of the Company’s common stock and has no obligation to purchase
additional shares of the Company’s common stock in order to be in continued compliance with this
Section 2(f) and the Company’s Stock Ownership Policy provided that any subsequent disposition by
the Executive does not result in the Executive owning less shares than is required by the Company’s
Stock Ownership Policy.



     3. Place of Performance. In connection with the Executive’s employment by the
Company, the Executive’s principal business address shall be at the Company’s current principal
executive offices in Houston, Texas (the “Principal Place of Employment”) or in such other place as
the Executive and the Company may agree.



     4. Compensation and Related Matters.



     (a) Base Salary. During the Employment Period, the Company shall pay the Executive an annual
base salary (“Base Salary”) in an amount that shall be established from time to time by the
Compensation Committee, payable in approximately equal installments in accordance with the
Company’s customary payroll practices. The Base Salary is currently $1,155,000. The Compensation
Committee shall review the Executive’s Base Salary at least annually during the Employment Period.
The Executive’s Base Salary may be increased but not decreased during the Employment Period.



     (b) Bonuses. During the Employment Period, the Executive shall be eligible to participate in
the Baker Hughes Incorporated Annual Incentive Compensation Plan or any successor plan thereto (the
“Annual Incentive Plan”). The bonus opportunity afforded the Executive pursuant to this Section
4(b) may vary from year to year and any bonus earned thereunder (the “Annual Bonus”) shall be paid
at a time and in a manner consistent with the Company’s customary practices. The Executive’s bonus
levels under the Annual Incentive Plan will be contingent upon the Company achieving predetermined
performance goals and approval by the Compensation Committee. The Company may also award the
Executive a discretionary cash bonus or other cash bonus outside of the Annual Incentive Plan for
services performed by the Executive during a fiscal year. The sum of the amount of the Executive’s
Annual Bonus for services rendered during a fiscal year and the amount of the Executive’s separate
bonus, if any, for services rendered during such fiscal year is the “Bonus Amount”.



     (c) Equity-Based Compensation and Performance Awards. During the Employment Period, the
Executive shall be entitled to receive equity-based compensation awards and performance awards on
substantially similar terms and conditions no less favorable than awards made to the other senior
executive officers of the Company.



     Upon employment the Executive received an award of 80,000 shares of restricted stock, under
the Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan, one-



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quarter of which vested on October 25 of each of 2006, 2007, and 2008, and one-quarter of
which will vest on October 25 of 2009 subject to the Executive’s continued employment with the
Company. The Executive shall have a fully nonforfeitable interest in 80,000 of these restricted
shares in the event of (i) the death of the Executive while in the employ of the Company or (ii)
the termination of the Executive’s employment with the Company due to Disability (as defined in
Section 6(b)).



     Each award agreement evidencing an award of restricted stock granted to the Executive under
the Long Term Incentive Plan or any other Company program or arrangement shall specify that the
Executive shall have a fully nonforfeitable interest in the shares of restricted stock in the event
of (i) the death of the Executive while in the employ of the Company or (ii) the termination of the
Executive’s employment due to Disability (as defined in Section 6(b)). Each award agreement
evidencing an award of a stock option to the Executive under the Long Term Incentive Plan or any
other Company program or arrangement shall specify that the option shall be fully exercisable in
the event of (i) the death of the Executive while in the employ of the Company or (ii) the
termination of the Executive’s employment due to Disability (as defined in Section 6(b)), in both
cases, prior to the expiration of the term of the stock option.



     (d) Expenses. The Company shall promptly reimburse the Executive for all reasonable business
expenses incurred during the Employment Period by the Executive in performing services hereunder,
including all expenses of travel and living expenses while away from home on business or at the
request of and in the service of the Company; provided, in each case, that such expenses are
incurred and accounted for in accordance with the policies and procedures established by the
Company. Such payments under this Section 4(d) shall be made within ten (10) business days after
the delivery of the Executive’s written request for the payment accompanied by such evidence of
fees and expenses incurred as the Company may reasonably require. The parties intend and agree
that such ten (10) business day deadline is not to be extended as a result of the following
sentence which is included solely for the purpose of complying with Section 409A. The Company
shall pay the Executive the amount of such expenses by the last day of the Executive’s taxable year
following the taxable year in which the Executive incurred such expenses. The expenses that are
subject to reimbursement pursuant to this Section 4(d) shall not be limited as a result of when the
expenses are incurred. The amount of expenses eligible for reimbursement pursuant to this Section
4(d) during a given taxable year of the Executive shall not affect the amount of expenses eligible
for reimbursement in any other taxable year of the Executive. The right to reimbursement pursuant
to this Section 4(d) is not subject to liquidation or exchange for another benefit.



     (e) Other Benefits. During the Employment Period, the Executive shall be entitled to
participate in all of the employee benefit plans and arrangements made available by the Company to
its other senior executive officers, subject to and on a basis consistent with the terms,
conditions and overall administration of such plans and arrangements, and shall be entitled to
perquisites, including executive life insurance, club memberships, financial planning (including
tax return preparation), an annual physical examination, security monitoring at the Executive’s
residences, phone/internet access at the Executive’s residences and other perquisites that may be
added with the approval of the Compensation Committee, each within the limitations of the Company’s
Executive Perquisite Program. The pool of perquisite dollars that will be available to the
Executive under the Company’s Executive Perquisite Program for years during



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the Employment Period other than 2004 is $25,000. Perquisite dollars will be paid in
accordance with the terms of the Company’s Executive Perquisite Program. Notwithstanding the
foregoing, the Company shall have the right to change, amend or discontinue any benefit plan,
program, or perquisite, so long as such changes are similarly applicable to senior executive
officers of the Company generally.



     Except for any reimbursements under the applicable group health plan that are subject to a
limitation on reimbursements during a specified period, the amount of expenses eligible for
reimbursement under this Section 4(e), or in-kind benefits provided, during the Executive’s taxable
year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided,
in any other taxable year of the Executive. The Executive’s right to reimbursement or in-kind
benefits pursuant to this Section 4(e) shall not be subject to liquidation or exchange for another
benefit.



     (f) Vacation. During the Employment Period, after 2004 the Executive shall be entitled to 25
days of vacation per year.



     (g) Services Furnished. During the Employment Period, the Executive shall at all times be
provided with office space, stenographic assistance and such other facilities and services as are
suitable to his position and no less favorable than those being provided to the Executive by the
Company as of the date hereof.



     5. Offices. Subject to Sections 2, 3 and 4 hereof, the Executive agrees to serve
without additional compensation, if elected or appointed thereto, as a director of any of the
Company’s subsidiaries and as a member of any committees of the board of directors of any such
corporations, and in one or more executive positions of any of the Company’s subsidiaries;
provided, that the Executive is indemnified for serving in any and all such capacities on a basis
no less favorable than is currently or may be provided to any other director of the Company, any of
its subsidiaries, or in connection with any such executive position, as the case may be. This
indemnity is in addition to and not in replacement of the Company’s obligations to provide
indemnity pursuant to Section 10 hereof.



     6. Termination. The Employment Period shall end in the event of a termination of the
Executive’s employment in accordance with any of the provisions of Section 6 or 7, and the Term
shall expire in the event of a termination of Executive’s employment by the Company for Cause or by
the Executive without Good Reason, in each case, on the Executive’s Date of Termination. Otherwise
the Term shall expire as set forth in Section 1.



     (a) Death. The Executive’s employment hereunder shall terminate upon his death.



     (b) Disability. If, as a result of the Executive’s incapacity due to physical or mental
illness, the Executive shall have been absent from the full-time performance of his duties
hereunder for the entire period of ninety (90) days in the aggregate during any period of twelve
(12) consecutive months or it is reasonably expected that such disability will exist for more than
such period of time, and within thirty (30) days after written Notice of Termination (as defined in
Section 7) is given (which notice may be given during such ninety (90) day period) shall not



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have returned to the performance of his duties hereunder on a full-time basis, the Company may
terminate the Executive’s employment hereunder for “Disability.”



     For any period during which the Executive fails to perform his duties hereunder as a result of
incapacity due to physical or mental illness (“Disability Period”), the Company shall pay the
Executive, at the time specified in Section 8(b), his Base Salary at the rate in effect at the
beginning of such period as well as all other payments and benefits set forth in Section 4 hereof,
reduced by any payments made to the Executive during the Disability Period under the disability
benefit plans of the Company then in effect or under the Social Security disability insurance
program.



     (c) Cause. The Company may terminate the Executive’s employment hereunder for Cause. For
purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s employment
hereunder upon the occurrence of any of the following events:




     (i) the Executive is convicted of an act of fraud, embezzlement, theft or other
criminal act constituting a felony;




     (ii) a material breach by the Executive of any provision of this Agreement;




     (iii) the failure by the Executive to perform any and all covenants contained in
Sections 2(c), 2(d), 2(e) and 9 of this Agreement for any reason other than the Executive’s
death, Disability or following the Executive’s delivery of a Notice of Termination for Good
Reason; or




     (iv) a material breach by the Executive of the Company’s Standards of Ethical Conduct;


provided, that, the Executive shall have thirty (30) business days from the date on which the
Executive receives the Company’s Notice of Termination for Cause under clause (ii), (iii) or (iv)
above to remedy any such occurrence otherwise constituting Cause under such clause (ii), (iii)
or (iv).



Cause shall not exist unless and until the Company has delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire
membership of the Board at a meeting of the Board called and held for such purpose (after
reasonable notice to the Executive and an opportunity for the Executive, together with his counsel,
to be heard before the Board), finding that in the good faith opinion of the Board, the Executive
was guilty of the conduct set forth in this Section 6(c) and specifying the particulars thereof in
detail.




     (d) Good Reason. The Executive may terminate his employment hereunder for “Good Reason”.
“Good Reason” for the Executive’s termination of employment shall mean the occurrence, without the
Executive’s prior written consent, of any one or more of the following:




     (i) the assignment to the Executive of any duties inconsistent with the Executive’s
position (including status, office, title and reporting requirements),



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authorities, duties or other responsibilities as contemplated by Section 2 of this
Agreement;




     (ii) the relocation of the Principal Place of Employment to a location more than fifty
(50) miles from the Principal Place of Employment; or




     (iii) a material breach by the Company of any provision of this Agreement;



provided, in any case, that the Company shall have thirty (30) business days from the date on which
the Company receives the Executive’s Notice of Termination for Good Reason to remedy any such
occurrence otherwise constituting Good Reason.



     (e) Termination of Agreement. Either party hereto may terminate this Agreement at any time by
giving the Board or the Executive, as the case may be, no more than thirty (30) days’ prior written
notice, in accordance with Section 7 hereof, of such party’s intent to so terminate this Agreement.



     7. Termination Procedure.



     (a) Notice of Termination. Any termination of the Executive’s employment by the Company or by
the Executive (other than termination pursuant to Section 6(a) hereof) shall be communicated by
written Notice of Termination to the other party hereto in accordance with Section 12 hereof. For
purposes of this Agreement, a “Notice of Termination” shall mean a notice that shall indicate the
specific termination provision in this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated.



     (b) Date of Termination. “Date of Termination” shall mean (i) if the Executive’s employment
is terminated pursuant to Section 6(a) above, the date of the Executive’s death, (ii) if the
Executive’s employment is terminated pursuant to Section 6(b) above, thirty (30) days after Notice
of Termination is given (provided that the Executive shall not have returned to the performance of
his duties on a full-time basis during such thirty (30) day period), (iii) if the Executive’s
employment is terminated pursuant to Section 6(c) above, the date specified in the Notice of
Termination, which date may be no earlier than the date the Executive is given notice in accordance
with Section 12 hereof, (iv) if the Executive’s employment is terminated pursuant to Section 6(d)
above, the date on which a Notice of Termination is given or any later date (within thirty (30)
days of the date of such Notice of Termination) set forth in such Notice of Termination and (v) if
the Executive’s employment is terminated for any other reason, the date specified in the Notice of
Termination, which date shall be not later than thirty (30) days following the date on which Notice
of Termination is given; provided, that, if within ten (10) days after any Notice of Termination is
given the party receiving such Notice of Termination notifies the other party that a dispute exists
concerning such termination, the Date of Termination shall be the date on which the dispute is
finally determined, either by mutual written agreement of the parties or by a binding and final
arbitration award.



     (c) Compensation During Dispute. If a purported termination occurs during the Term, and such
termination is disputed in accordance with subsection (b) of this Section 7, the Company shall pay
the Executive, at the time specified in Section 8, the full compensation in



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effect when the notice giving rise to the dispute was given (including, but not limited to,
Base Salary) and shall continue the Executive as a participant in all compensation, benefit and
insurance plans in which the Executive was participating when the notice giving rise to the dispute
was given, until the Date of Termination, determined in accordance with subsection (b) of this
Section 7. Amounts paid under this Section 7(c) are in addition to all other amounts due under
this Agreement and shall not be offset against or reduce any other amounts due under this
Agreement.



     8. Compensation upon Termination or During Disability.



     (a) Benefit Obligation and Accrued Obligation Defined. For purposes of this Agreement,
payment of the “Benefit Obligation” shall mean payment by the Company to the Executive (or his
designated beneficiary or legal representative, as applicable), when due, of all vested benefits to
which the Executive is entitled under the terms of the employee benefit plans and compensation
arrangements in which the Executive is a participant as of the Date of Termination. For the
avoidance of doubt, the Executive’s benefits under the Baker Hughes Incorporated Pension Plan and
the Baker Hughes Incorporated Thrift Plan shall not be subject to a mandatory six-month delay in
payment pursuant to Section 409A as such plans are exempt from Section 409A. “Accrued Obligation”
means the sum of (1) the Executive’s Base Salary through the Date of Termination for periods
through but not following his Separation From Service (as defined in Section 8(b) below) and (2)
any accrued vacation pay earned by the Executive, in each case, to the extent not theretofore paid.



     (b) Disability; Death. Following the termination of the Executive’s employment pursuant to
Section 6(a) or Section 6(b) hereof, the Company shall pay to the Executive (or his designated
beneficiary or legal representative, if applicable):




     (i) the Accrued Obligation;




     (ii) the Executive’s Base Salary through the Date of Termination for periods following
his Separation From Service, to the extent not theretofore paid;




     (iii) a lump sum in cash equal to one-half of the Executive’s Base Salary as in effect
on the Date of Termination (for each year and prorated for any partial years) for the
remainder of the Term; and




     (iv) a lump sum in cash equal to the Executive’s expected value of the Executive’s
bonus opportunity under the Annual Incentive Plan and any other bonus programs for the
fiscal year of the Company in which the Date of Termination occurs. Such payment is in lieu
of the bonus that would have otherwise been due to the Executive under the Annual Incentive
Plan and any other bonus programs for the performance period in which the Date of
Termination occurs.


In the event of the termination of the Executive’s employment pursuant to Section 6(a) or Section
6(b) the Company shall pay the Executive or his estate the Accrued Obligation within thirty (30)
days after the Date of Termination.




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In the event of the termination of the Executive’s employment pursuant to Section 6(a) the Company
shall pay the Executive’s estate the amounts required pursuant to clauses (ii), (iii) and (iv) of
this Section 8(b) within sixty (60) days after the Date of Termination. In the event of the
termination of the Executive’s employment pursuant to Section 6(b) in a circumstance where the
Executive has incurred a Section 409A Disability, the Company shall pay the Executive the amounts
required to be paid pursuant to clauses (ii), (iii) and (iv) of this Section 8(b) within 60 days
after the date the Executive incurs a Section 409A Disability. For purposes of this Agreement,
“Section 409A Disability” means the inability of the Executive to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months. The Executive shall also be treated as having a “Section 409A Disability” if he is, by
reason of a medically determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12 months, receiving
income replacement benefits for a period of not less than three months under an accident and health
plan covering employees of the Company. The Company shall determine whether the Executive has
incurred a Section 409A Disability. Such determination shall be supported by the written medical
opinion of a medical doctor who is mutually acceptable to the Company and the Executive. In the
event of the termination of the Executive’s employment pursuant to Section 6(b) in a circumstance
where the Executive has not incurred a Section 409A Disability, the Company shall pay the Executive
the amounts required to be paid pursuant to clauses (ii), (iii) and (iv) of this Section 8(b)
within sixty (60) days following his Separation From Service if he is not a Specified Employee or
on the date that is six months following the date of the Executive’s Separation from Service if he
is a Specified Employee. For purposes of this Agreement, the term “Separation From Service” shall
have the meaning ascribed to such term in Section 409A. The term “Specified Employee” means a
person who is a “specified employee” within the meaning of Section 409A, taking into account the
elections made and procedures established in resolutions adopted by the Administrative Committee.



Neither the Executive nor his estate shall be permitted to specify the taxable year in which a
payment described in this Section 8(b) shall be paid.



In the event of the termination of the Executive’s employment pursuant to Section 6(a) or Section
6(b) the Company shall pay the Executive the Benefit Obligation at the times specified in and in
accordance with the terms of the applicable employee benefit plans and compensation arrangements.




     (c) By the Company for Cause. If during the Term the Executive’s employment is terminated by
the Company pursuant to Section 6(c) hereof, the Company shall pay to the Executive the Accrued
Obligation within thirty (30) days following the Date of Termination. The Company shall pay to the
Executive his Base Salary for periods following his Separation From Service, to the extent not
theretofore paid, within thirty (30) days following his Separation From Service if he is not a
Specified Employee or on the date that is six months following his Separation From Service if he is
a Specified Employee. Following such payments, the Company shall have no further obligations to
the Executive other than as may be required by law or the terms of an employee benefit plan of the
Company. The Company shall pay the Executive the Benefit Obligation at the times specified in and
in accordance with the terms of the applicable employee benefit plans and compensation
arrangements.



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     (d) By the Executive Without Good Reason. If during the Term the Executive terminates his
employment for any reason other than Good Reason, the Company shall pay to the Executive the
Accrued Obligation within thirty (30) days following the Date of Termination. The Company shall
pay to the Executive his Base Salary for periods following his Separation From Service, to the
extent not theretofore paid, within thirty (30) days following his Separation From Service if he is
not a Specified Employee or on the date that is six months following his Separation From Service if
he is a Specified Employee. Following such payments, the Company shall have no further obligations
to the Executive other than as may be required by law or the terms of an employee benefit plan of
the Company. The Company shall pay the Executive the Benefit Obligation at the times specified in
and in accordance with the terms of the applicable employee benefit plans and compensation
arrangements. The Executive shall not have breached this Agreement if he terminates his employment
for any reason.



     (e) By the Company Without Cause or by the Executive for Good Reason. If during the Term the
Executive’s employment is terminated by the Company other than for Cause, death or Disability or if
the Executive terminates his employment for Good Reason, then:




     (i) The Company shall pay to the Executive, at the times specified in Section 8(e)(vii)
below, the following amounts:




     (A) the Accrued Obligation;




     (B) the Executive’s Base Salary through the Date of Termination for periods
following his Separation From Service, to the extent not theretofore paid;




     (C) a lump sum in cash equal to two times the Executive’s Base Salary (at the
rate in effect as of the Date of Termination);




     (D) a lump sum in cash equal to the product of (x) the monthly basic life
insurance premium applicable to the Executive’s basic life insurance coverage
immediately prior to the Date of Termination and (y) the number of full months and
fractional months (if any) remaining in the Term. The Executive may, at his option,
convert his basic life insurance coverage to an individual policy after the Date of
Termination by completing the forms required by the Company for this purpose;




     (E) a lump sum in cash equal to the employer contributions the Company would
have credited to the Executive’s Baker Hughes Incorporated Supplemental Retirement
Plan (the “Supplemental Retirement Plan”) account had he continued to remain
employed by the Company for the remainder of the Term, assuming for this purpose
that (1) the Executive’s earned compensation for a year is the sum of the average of
the Executive’s three highest Annual Bonus Amounts received by the Executive with
respect to the five fiscal years of the Company immediately preceding the fiscal
year in which occurs the Date of Termination (the “Highest Bonus Amount”) and the
amount of Executive’s annualized Base Salary for the calendar year in which the Date
of Termination occurs, and (2) the applicable legal limitations and the
contribution, deferral, credit and accrual



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percentages under the Supplemental Retirement Plan by and on behalf of the Executive
under the Supplemental Retirement Plan for the remainder of the Term, are the same
percentages and limitations in effect immediately prior to the Date of Termination;
and




     (F) a lump sum in cash equal to the product of (x) the Executive’s Highest
Bonus Amount and (y) a fraction, the numerator of which is the number of days during
the Company’s then current fiscal year through the Date of Termination and the
denominator of which is 365. Such payment is in lieu of the bonus that would have
otherwise been due to the Executive under the Annual Incentive Plan and any other
bonus programs for the performance period in which the Date of Termination occurs.




     (ii) Subject to clause (iv), for the remainder of the Term the Company shall arrange to
provide the Executive and his dependents medical insurance benefits substantially similar to
those provided to the Executive and his dependents immediately prior to the Date of
Termination (at no greater cost to the Executive than such cost to the Executive in effect
immediately prior to the Date of Termination, or, if greater, the cost to similarly situated
active employees of the Company under the applicable group health plan of the Company).
Except for any reimbursements under the applicable group health plan that are subject to a
limitation on reimbursements during a specified period, the amount of expenses eligible for
reimbursement under this Section 8(e)(ii), or in-kind benefits provided, during the
Executive’s taxable year shall not affect the expenses eligible for reimbursement, or
in-kind benefits to be provided, in any other taxable year of the Executive. The
Executive’s right to reimbursement or in-kind benefits pursuant to this Section 8(e)(ii)
shall not be subject to liquidation or exchange for another benefit. To the extent that the
payments or reimbursements made pursuant to this Section 8(e)(ii) are taxable to the
Executive and are not otherwise exempt from Section 409A, if the Executive is a Specified
Employee, any amounts to which the Executive would otherwise be entitled under this Section
8(e)(ii) during the first six months following the date of the Executive’s Separation From
Service shall be accumulated and paid to the Executive on the date that is six months
following the date of his Separation From Service.




     (iii) For the remainder of the Term the Company shall continue to provide the Executive
perquisites, other than executive life insurance, in the manner specified in Section 4(e).
However, to the extent that the payments made pursuant to this Section 8(e)(iii) are taxable
to the Executive and are not otherwise exempt from Section 409A, if the Executive is a
Specified Employee, any amounts to which the Executive would otherwise be entitled under
this Section 8(e)(iii) during the first six months following the date of the Executive’s
Separation From Service shall be accumulated and paid to the Executive on the date that is
six months following the date of his Separation From Service.




     (iv) Subject to the Executive’s group health plan coverage continuation rights under
the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits and
perquisites listed in clauses (ii) and (iii) of this Section 8(e) shall be reduced to the
extent benefits and perquisites of the same type are received by or made available



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to the Executive during such period, and provided, further, that the Executive shall
have the obligation to notify the Company that he is entitled to or receiving such benefits
and perquisites. The Company agrees that, if the Executive’s employment with the Company
terminates for any reason during the Term, the Executive is not required to seek other
employment or to attempt in any way to reduce any amounts payable to the Executive by the
Company pursuant to this Section 8. Further, except with respect to the benefits provided
pursuant to clause (ii) and (iii) above, the amount of any payment or benefit provided for
in this Agreement shall not be reduced by any compensation earned by the Executive as the
result of employment by another employer, by retirement benefits, or by offset against any
amount claimed to be owed by the Executive to the Company.




     (v) Payments to the Executive under this Section 8 (other than Accrued Obligations) are
contingent upon the Executive’s execution of a release substantially in the form of Exhibit
A hereto.




     (vi) The Executive shall not be permitted to specify the taxable year in which a
payment described in this Section 8(e) shall be made to him.




     (vii) The Company shall pay the Executive the Benefit Obligation at the times specified
in and in accordance with the terms of the applicable employee benefit plans and
compensation arrangements. The Company shall pay the Executive the amounts specified in
Section 8(e)(i)(A) within thirty (30) days after the Date of Termination. The Company shall
pay or provide to the Executive the amounts or benefits specified in Sections 8(e)(i)(B),
8(e)(i)(C), 8(e)(i)(D), 8(e)(i)(E) and 8(e)(i)(F) 30 days following the date of the
Executive’s Separation From Service if he is not a Specified Employee or on the date that is
six months following the date of his Separation From Service if he is a Specified Employee.
Further, if the Executive is a Specified Employee at the time of his Separation From
Service, the Company shall pay to the Executive, on the date that is six months following
the Executive’s Separation From Service, an additional interest amount equal to the amount
of interest that would be earned on the amounts specified in Sections 8(e)(i)(B),
8(e)(i)(C), 8(e)(i)(D), 8(e)(i)(E) and 8(e)(i)(F) and, to the extent subject to a mandatory
six-month delay in payment, the amounts specified in Sections 8(e)(ii) and 8(e)(iii), for
the period commencing on the date of the Executive’s Separation From Service until the date
of payment of such amounts, calculated using an interest rate equal to the six month London
Interbank Offered Rate in effect on the date of the Executive’s Separation From Service plus
two percentage points.



     (f) Failure to Timely Pay. The parties acknowledge and agree that if (i) payments under this
Section 8 are delayed for six months following the Executive’s Separation From Service pursuant to
the application of Section 409A and (ii) the Company fails to pay such amounts within three days
following the expiration of such six-month delay period, the Company will be deemed to have
materially breached its obligations under this Agreement and, accordingly, the Executive shall be
relieved of his obligations under paragraphs (b) and (c) of Section 9.



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     9. Confidential Information; Non-Competition; Non-Solicitation.



     (a) Confidential Information. The Executive shall hold in a fiduciary capacity for the
benefit of the Company all trade secrets, confidential information, and knowledge or data relating
to the Company and its businesses, which shall have been obtained by the Executive during the
Executive’s employment by the Company and which shall not have been or hereafter become public
knowledge (other than by acts by the Executive or representatives of the Executive in violation of
this Agreement) (hereinafter being collectively referred to as “Confidential Information”). For
the avoidance of doubt, Confidential Information shall not include information that:




     (i) is already in Executive’s possession; provided that the information is not known by
the Executive to be subject to another confidentiality agreement with, or other obligation
of secrecy to, the Company or any of its subsidiaries,




     (ii) becomes generally available to the public other than as a result of a disclosure
by the Executive, or




     (iii) becomes available to the Executive on a non-confidential basis from a source
other than the Company or any of its subsidiaries or any of their respective directors,
officers, employees, agents or advisors; provided, that such source is not known by the
Executive to be bound by a confidentiality agreement with or other obligation of secrecy to
the Company or any of its subsidiaries.


The Executive shall not, without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such trade secrets, information,
knowledge or data to anyone other than the Company and those designated by the Company. Any
termination of the Executive’s employment or of this Agreement shall have no effect on the
continuing operation of this Section 9(a). The Executive agrees to return all Confidential
Information, including all photocopies, extracts and summaries thereof, and any such information
stored electronically on tapes, computer disks or in any other manner to the Company at any time
upon request by the Company and upon the termination of his employment hereunder for any reason.




     (b) Non-Competition. During the Employment Period and for a period of two (2) years following
the Date of Termination (such period following the Employment Period, the “Restricted Period”), the
Executive shall not engage in Competition, as defined below, with the Company; provided, that it
shall not be a violation of this Section 9(b) for the Executive to become the registered or
beneficial owner of up to five percent (5%) of any class of the capital stock of a corporation
registered under the Securities Exchange Act of 1934, as amended, provided that the Executive does
not actively participate in the business of such corporation until such time as this covenant
expires.



     For purposes of this Agreement, “Competition” by the Executive means the Executive’s engaging
in, or otherwise directly or indirectly being employed by or acting as a consultant or lender to,
or being a director, officer, employee, principal, agent, stockholder, member, owner or partner of,
or permitting his name to be used in connection with the activities of any other



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business or organization which competes, directly or indirectly, with the business of the
Company as the same shall be constituted at any time during the Term.



     (c) Non-Solicitation. During the Restricted Period, the Executive agrees that he will not,
directly or indirectly, for his benefit or for the benefit of any other person, firm or entity, do
any of the following:




     (i) solicit from any customer doing business with the Company as of the Date of
Termination that is known to Executive, business of the same or of a similar nature to the
business of the Company with such customer;




     (ii) solicit from any potential customer of the Company that is known to the Executive
business of the same or of a similar nature to that which has been the subject of a known
written or oral bid, offer or proposal by the Company, or of substantial preparation with a
view to making such a bid, proposal or offer, within six (6) months prior to such Date of
Termination;




     (iii) solicit the employment or services of any person who was known to be employed by
or was a known consultant to the Company upon the Date of Termination, or within six (6)
months prior thereto; or




     (iv) otherwise knowingly interfere with the business or accounts of the Company.



     The Executive and the Company agree and acknowledge that the Company has a substantial and
legitimate interest in protecting the Company’s Confidential Information and goodwill. The
Executive and the Company further agree and acknowledge that the provisions of this Section 9 are
reasonably necessary to protect the Company’s legitimate business interests and are designed to
protect the Company’s Confidential Information and goodwill.



     The Executive agrees that the scope of the restrictions as to time, geographic area, and scope
of activity in this Section 9 are reasonably necessary for the protection of the Company’s
legitimate business interests and are not oppressive or injurious to the public interest. The
Executive agrees that in the event of a breach or threatened breach of any of the provisions of
this Section 9 the Company shall be entitled to injunctive relief against the Executive’s
activities to the extent allowed by law, and the Executive waives any requirement for the posting
of any bond by the Company in connection with such action. The Executive further agrees that any
breach or threatened breach of any of the provisions of Section 9(a) would cause injury to the
Company for which monetary damages alone would not be a sufficient remedy.



     (d) Publicity. The Executive agrees that the Company may use, and hereby grants the Company
the nonexclusive and worldwide right to use, the Executive’s name, picture, likeness, photograph,
signature or any other attribute of the Executive’s persona (all of such attributes are hereafter
collectively referred to as “Persona”) in any media for any advertising, publicity or other purpose
at any time, either during or subsequent to his employment by the Company. The Executive agrees
that such use of his Persona will not result in any invasion or violation of any privacy or
property rights the Executive may have; and the Executive agrees that he will receive no additional
compensation for the use of his Persona. The Executive further agrees that any



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negatives, prints or other material for printing or reproduction purposes prepared in
connection with the use of his Persona by the Company shall be and are the sole property of the
Company.



     10. Indemnification; Insurance. The Company shall indemnify the Executive to the
fullest extent permitted by the laws of the Company’s state of incorporation in effect at that
time, or certificate of incorporation and by-laws of the Company, whichever affords the greater
protection to the Executive. The Executive will be entitled to any insurance policies the Company
may elect to maintain generally for the benefit of its officers and directors against all costs,
charges and expenses incurred in connection with any action, suit or proceeding to which he may be
made a party by reason of being a director or officer of the Company.



     11. Successors; Binding Agreement.



     (a) Company’s Successors. The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if no such succession had
taken place. Failure of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and shall entitle the
Executive to compensation from the Company in the same amount and on the same terms as he would be
entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of
implementing the foregoing, the date on which any such succession becomes effective shall be deemed
the Date of Termination. As used in this Agreement, “Company” shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as aforesaid which executes
and delivers the agreement provided for in this Section 11 or which otherwise becomes bound by all
the terms and provisions of this Agreement by operation of law.



     (b) Executive’s Successors. This Agreement and all rights of the Executive hereunder shall
inure to the benefit of and be enforceable by the Executive’s personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive
should die while any amounts would still be payable to him hereunder if he had continued to live,
all such amounts unless otherwise provided herein shall be paid in accordance with the terms of
this Agreement to the Executive’s devisee, legatee or other designee or, if there is no such
designee, to the Executive’s estate.



     12. Notice. For the purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be deemed to have been
duly given when delivered or (unless otherwise specified) mailed by United States certified or
registered mail, return receipt requested, postage prepaid, addressed as follows:


If to the Executive:



Mr. Chad C. Deaton

13914 I. O. Court

Willis, Texas 77318




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If to the Company:



Baker Hughes Incorporated

2929 Allen Parkway, Suite 2100

Houston, Texas 70019

Attention: General Counsel



or to such other address as either party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt.




     13. Amendment or Modification; Waiver. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is agreed to in
writing signed by the Executive and such officer of the Company as may be specifically designated
by the Board or its Compensation Committee. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in Agreement.



     14. Dispute Resolution. Any dispute or controversy arising under or in connection
with this Agreement, the Executive’s employment by the Company or the Executive’s compensation or
benefits (a “Dispute”) shall be settled in accordance with the procedures described in this Section
14.



     (a) First, the parties shall attempt in good faith to resolve any Dispute promptly by
negotiations between the Executive and executives or directors of the Company who have authority to
settle the Dispute. Either party may give the other disputing party written notice of any Dispute
not resolved in the normal course of business. Within five days after the effective date of that
notice, the Executive and such executives or directors of the Company shall agree upon a mutually
acceptable time and place to meet and shall meet at that time and place, and thereafter as often as
they reasonably deem necessary, to exchange relevant information and to attempt to resolve the
Dispute. The first of those meetings shall take place within 30 days of the effective date of the
disputing party’s notice. If the Dispute has not been resolved within 60 days of the disputing
party’s notice, or if the parties fail to agree on a time and place for an initial meeting within
five days of that notice, either party may initiate mediation and arbitration of the Dispute as
provided hereinafter. If a negotiator intends to be accompanied at a meeting by an attorney, the
other negotiators shall be given at least three business days’ notice of that intention and may
also be accompanied by an attorney. All negotiations pursuant to this Section 14 shall be treated
as compromise and settlement negotiations for the purposes of applicable rules of evidence and
procedure.



     (b) Second, if the Dispute is not resolved through negotiation as provided in Section 14(a),
either disputing party may require the other to submit to non-binding mediation with the assistance
of a neutral, unaffiliated mediator. If the parties encounter difficulty in agreeing upon a
neutral mediator, they shall seek the assistance of the American Arbitration Association in the
selection process.



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     (c) Any Dispute that has not been resolved by the non-binding procedures provided in Sections
14(a) and 14(b) within 90 days of the initiation of the first of the procedures shall be finally
settled by arbitration conducted expeditiously in accordance with the Commercial Arbitration Rules
of the American Arbitration Association or of such similar organization as the parties hereto may
mutually agree; provided, that if one party has requested the other to participate in a non-binding
procedure and the other has failed to participate within 30 days of the written request, the
requesting party may initiate arbitration before the expiration of the period. The arbitration
shall be conducted by three independent and impartial arbitrators. The Executive shall appoint one
arbitrator, the Company shall appoint a second arbitrator, and a third arbitrator not appointed by
the parties shall be appointed by the first two arbitrators selected. The arbitration shall be
held in Houston, Harris County, Texas. Judgment may be entered on the arbitrator’s award in any
court having jurisdiction. The arbitrators shall award the prevailing party in the arbitration its
costs and expenses, including reasonable attorney’s fees, incurred in connection with the Dispute.
The arbitrators shall not award any amount to either the Executive or the Company in excess of the
compensation, employee benefits and indemnification amounts that the Company paid or should have
paid to the Executive pursuant to this Agreement.



     (d) Notwithstanding the Dispute resolution provisions of this Section 14, either party may
bring an action in a court of competent jurisdiction in an effort to enforce the provisions of this
Section 14 and to seek injunctive relief to protect the party’s rights pending resolution of a
Dispute pursuant to this Section 14, including, without limitation, the Company’s rights pursuant
to Section 9 of this Agreement.



     15. Governing Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Texas without regard to its conflicts of
law principles.



     16. Miscellaneous. All references to sections of any statute shall be deemed also to
refer to any successor provisions to such sections. The obligations of the parties under Sections
8, 9, 10 and 14 hereof shall survive the expiration of the Term. The compensation and benefits
payable to the Executive or his beneficiary under Section 8 of this Agreement shall be in lieu of
any other severance benefits to which the Executive may otherwise be entitled upon his termination
of employment under any severance plan, program, policy or arrangement of the Company other than
the Change in Control Agreement and the Executive shall not be entitled to receive any benefits
under Section 8 hereof if he has become eligible to receive benefits under the Change in Control
Agreement.



     17. Severability. The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect throughout the Term. Should any one or more
of the provisions of this Agreement be held to be excessive or unreasonable as to duration,
geographical scope or activity, then that provision shall be construed by limiting and reducing it
so as to be reasonable and enforceable to the extent compatible with the applicable law.



     18. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
instrument.



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     19. Release. In consideration of the benefits and compensation which may be awarded
to the Executive pursuant to Section 8 of this Agreement, the Executive hereby agrees to execute
and be bound by, as a condition precedent to receiving said benefits and compensation, the Release
attached hereto as Exhibit A, such Release being incorporated herein by reference.



     20. Compliance With Section 409A. It is intended that this Agreement shall comply
with Section 409A. The provisions of this Agreement shall be interpreted and administered in a
manner that complies with Section 409A. The provisions of this Agreement dealing with Section 409A
reflect the manner in which this Agreement has been operated in good faith compliance with Section
409A since January 1, 2005.



     21. Entire Agreement. This Agreement sets forth the entire agreement of the parties
hereto in respect of the subject matter contained herein and, as of the Effective Date, supersedes
all prior agreements, promises, covenants, arrangements, communications, representations or
warranties, whether oral or written, by any officer, employee or representative of any party
hereto; provided, that the Change in Control Agreement shall not be superseded hereby.



     22. Effectiveness. This Agreement shall become effective upon approval of the Board
of Directors. The Company shall provide a certified copy of the resolution evidencing such approval
as soon as practical after such approval.



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     IN WITNESS WHEREOF, the parties have executed this Agreement effective as of January 1, 2009.



	 	 	 	 	 	 	 
	 	 	BAKER HUGHES INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

       
	 	/s/ H. John Riley, Jr.
 

H. John Riley, Jr.
	 	 
	 

	 	       
	 	Lead Director and Chairman of	 	 
	 

	 	       
	 	the Compensation Committee	 	 
	 
	 	 	 	 	 	 
	 	 	Date: December 16, 2008	 	 
	 
	 	 	 	 	 	 
	 	 	CHAD C. DEATON	 	 
	 
	 	 	 	 	 	 
	 	 	/s/Chad C. Deaton	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Date: December 15, 2008	 	 







-19-









 





EXHIBIT A


RELEASE


     The Executive hereby irrevocably and unconditionally releases, acquits and forever discharges
the Company (as defined in the Executive’s Employment Agreement) and its affiliated companies and
their directors, officers, employees and representatives, (collectively “Releasees”), from any and
all claims, liabilities, obligations, damages, causes of action, demands, costs, losses and/or
expenses (including attorneys’ fees) of any nature whatsoever, whether known or unknown, including,
but not limited to, rights arising out of alleged violations of any contracts, express or implied,
any covenant of good faith and fair dealing, express or implied, or any tort, or any legal
restrictions on the Company’s right to terminate employees, or any federal, state or other
governmental statute, regulation, or ordinance, including, without limitation, Title VII of the
Civil Rights Act of 1964, as amended and the Age Discrimination in Employment Act of 1967, as
amended, which the Executive claims to have against any of the Releasees (in each case, except as
to indemnification provided by (a) the Executive’s Employment Agreement with the Company (as
amended or superseded from time to time) and/or (b) by the Company’s bylaws and any indemnification
agreement or arrangement permitted by Section 145 of the Delaware General Corporation Law and by
directors, officers and other liability insurance coverages to the extent you would have enjoyed
such coverages had you remained a director or officer of the Company). In addition, the Executive
waives all rights and benefits afforded by any state laws which provide in substance that a general
release does not extend to claims which a person does not know or suspect to exist in his favor at
the time of executing the release which, if known by him, must have materially affected the
Executive’s settlement with the other person. The only exception to the foregoing are claims and
rights that may arise after the date of execution of this Release, claims and rights arising under
any employee benefit plan (including, but not limited to the Long Term Incentive Plan and the
Annual Incentive Plan) and claims and rights arising under Section 8 of the Executive’s Employment
Agreement.


The Executive understands and agrees that:





	 	A.	 	He has a period of 21 days within which to consider whether he desires to
execute this Agreement, that no one hurried him into executing this Agreement during
that 21-day period, and that no one coerced him into executing this Agreement.
	 
	 	B.	 	He has carefully read and fully understands all of the provisions of this
Agreement, and declares that the Agreement is written in a manner that he fully
understands.
	 
	 	C.	 	He is, through this Agreement, releasing the Releasees from any and all claims
he may have against the Releasees, and that this Agreement constitutes a release and
discharge of claims arising under the Age Discrimination in Employment Act of 1967, as
amended, 29 U.S.C. §§ 621-634, including the Older Workers’ Benefit Protection Act, 29
U.S.C. § 626(f).





 








 






	 	D.	 	He declares that his agreement to all of the terms set forth in this Release is
knowing and is voluntary.
	 
	 	E.	 	He knowingly and voluntarily intends to be legally bound by the terms of this
Release.
	 
	 	F.	 	He was advised and hereby is advised in writing to consult with an attorney of
his choice concerning the legal effect of this Release prior to executing this Release.
	 
	 	G.	 	He understands that rights or claims that may arise after the date this
Agreement is executed are not waived.
	 
	 	H.	 	He understands that, in connection with the release of any claim of age
discrimination, he has a period of seven days to revoke his acceptance of this Release,
and that he may deliver notification of revocation by letter or facsimile addressed to
the Vice President & General Counsel of the Company, at 2929 Allen Parkway, Suite 2100,
Houston, TX 77019, or (713) 439-8718. Executive understands that this Agreement will
not become effective and binding with respect to a claim of age discrimination until
after the expiration of the revocation period. The revocation period commences when
Executive executes this Agreement and ends at 11:59 p.m. on the seventh calendar day
after execution, not counting the date on which Executive executes this Agreement.
Executive understands that if he does not deliver a notice of revocation before the end
of the seven-day period described above, that this Agreement will become a final,
binding and enforceable release of any claim of age discrimination. This right of
revocation shall not affect the release of any claim other than a claim of age
discrimination arising under federal law.
	 
	 	I.	 	He understands that nothing in this Agreement shall be construed to prohibit
Executive from filing a charge or complaint, including a challenge to the validity of
this Agreement, with the Equal Employment Opportunity Commission or participating in
any investigation or proceeding conducted by the Equal Employment Opportunity
Commission.





     AGREED AND ACCEPTED, on this                      day of                                         , 
                    .



	 	 	 	 	 
	 

	 	CHAD C. DEATON	 	 
	 
	 	 	 	 
	 

	 	 

	 	 







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