exv10w1






Exhibit 10.1




SUPERIOR ENERGY SERVICES, INC.

DIRECTORS DEFERRED COMPENSATION PLAN




     1. Purpose. The purpose of the Superior Energy Services, Inc. Directors Deferred
Compensation Plan (the “Plan”) is to aid Superior Energy Services, Inc.
(“Superior”) in attracting and retaining experienced outside or non-employee directors by
providing them with tax-deferred savings opportunities. The Plan is intended to comply with Code
Section 409A.



     2. Definitions. For the purposes of this Plan, the following words and phrases shall
have the meanings indicated, unless the context clearly indicates otherwise:



          “Account” means the bookkeeping account maintained by the Company for each Participant
pursuant to Section 4.




          “Administrative Committee” means the committee appointed by the Nominating and
Corporate Governance Committee or by any person(s) to whom the Nominating and Corporate Governance
Committee has delegated the power of appointment. As of the effective date of the Plan, the
persons listed on Appendix B are members of the Administrative Committee.




          “Beneficiary” means the person, persons or entity designated by the Participant to
receive any benefits payable under the Plan pursuant to Section 6.




          “Board” means the Board of Directors of Superior.




          “Business Combination” means the consummation of a reorganization, share exchange,
merger or consolidation (including any such transaction involving any direct or indirect subsidiary
of Superior), or sale or other disposition of all or substantially all of the assets of Superior.




          “Cash Compensation” means all compensation payable by Superior in cash to a
Non-Employee Director for his or her services as a member of the Board, including, without
limitation, any annual retainer, fees for attending meetings of the Board or any committee thereof,
fees for acting as chairperson of the Board or any committee, and any other fees as may become
payable to a Non-Employee Director, including the additional retainer payable to the Lead Director.
“Cash Compensation” does not include expense reimbursements, any form of noncash compensation,
stock-based plan awards, or benefits.




          “Change of Control” means:





               (a) the acquisition by any person of beneficial ownership of 50% or more of the
outstanding shares of the Common Stock or 50% or more of the combined voting power of
Superior’s then-outstanding securities entitled to vote generally in the election of
directors; provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control:



 









 






               (1) any acquisition (other than a Business Combination that constitutes a
Change of Control under subsection (c) hereof) of Common Stock directly from
Superior,




               (2) any acquisition of Common Stock by Superior,




               (3) any acquisition of Common Stock by any employee benefit plan (or related
trust) sponsored or maintained by Superior or any corporation controlled by the
Company, or




               (4) any acquisition of Common Stock by any corporation or other entity pursuant
to a Business Combination that does not constitute a Change of Control under
subsection (c) hereof; or




               (b) individuals who, as of January 1, 2011, constituted the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to such date whose election, or
nomination for election by Superior’s stockholders, was approved by a vote of at least
two-thirds of the directors then comprising the Incumbent Board shall be considered a member
of the Incumbent Board, unless such individual’s initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election or removal
of directors or other actual or threatened solicitation of proxies or consents by or on
behalf of a person other than the Incumbent Board; or




               (c) a Business Combination; provided, however, that in no such case shall any such
transaction constitute a Change of Control if immediately following such Business
Combination:




               (1) the individuals and entities who were the beneficial owners of Superior’s
outstanding Common Stock and Superior’s voting securities entitled to vote generally
in the election of directors immediately prior to such Business Combination have
direct or indirect beneficial ownership, respectively, of more than 50% of the
then-outstanding shares of common stock, and more than 50% of the combined voting
power of the then-outstanding voting securities entitled to vote generally in the
election of directors of the surviving or successor corporation, or, if applicable,
the ultimate parent company thereof (the “Post-Transaction Corporation”),
and




               (2) except to the extent that such ownership existed prior to the Business
Combination, no person (excluding the Post-Transaction Corporation and any employee
benefit plan or related trust of either Superior, the Post-Transaction Corporation,
or any subsidiary of either corporation) beneficially owns, directly or indirectly,
25% or more of the then-outstanding shares of common stock of the corporation
resulting from such Business Combination or 25% or more of the combined voting power
of the then-outstanding voting securities of such corporation, and



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               (3) at least a majority of the members of the board of directors of the
Post-Transaction Corporation were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board providing for such
Business Combination; or




               (d) approval by the stockholders of Superior of a complete liquidation or dissolution
of Superior.



          For purposes of this definition of “Change of Control,” the term “person” shall mean a natural
person or entity, and shall also mean the group or syndicate created when two or more persons act
as a syndicate or other group (including, without limitation, a partnership or limited partnership)
for the purpose of acquiring, holding, or disposing of a security, except that “person” shall not
include an underwriter temporarily holding a security pursuant to an offering of the security.




          Notwithstanding any other provision of this definition of Change of Control, no payment shall
be made from this Plan as a result of a Change of Control unless such event qualifies as a Change
of Control under Section 409A.




          “Change of Control Participant” has the meaning set forth in Section 8.2(a).




          “Code” means the Internal Revenue Code of 1986, as amended. References to any
provision of the Code or regulation (including a proposed regulation) thereunder shall include any
successor provisions or regulations.




          “Common Stock” means the common stock of Superior, $0.001 par value per share.




          “Company” means Superior and its subsidiaries.




          “Deferral Amount” has the meaning set forth in Section 3.3.




          “Deferral Period” has the meaning set forth in Section 3.5.




          “Designee” means any individual(s) to whom the Board, the Nominating and Corporate
Governance Committee, or Administrative Committee has delegated the authority to take action under
the Plan. Wherever Board, Nominating and Corporate Governance Committee, or Administrative
Committee is referenced in the Plan, such reference shall be deemed to also refer to such entity’s
Designee.




          “Disabled.” A Participant shall be considered Disabled if the Participant:





               (a) is unable 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, or



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               (b) is, 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, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering employees of the
Participant’s employer.



          “Hypothetical Investment Benchmark” means the phantom investment benchmarks which are
used to measure the return credited to a Participant’s Account. The Hypothetical Investment
Benchmarks are specified by the Administrative Committee and may change from time to time.




          “Non-Employee Director” means any member of the Board who is not employed by the
Company.




          “Participant” means any Non-Employee Director who elects to participate by filing a
Participation Agreement as provided in Section 3, and any former Non-Employee Director who
has an Account balance under the Plan.




          “Participation Agreement” means the form completed by a Participant in accordance with
Section 3.




          “Plan Year” means a twelve-month period beginning January 1 and ending the following
December 31.




          “Restricted Stock Units” means any grant of restricted stock units from the Company to
the Participant under a shareholder-approved equity incentive plan of the Company.




          “Separation from Service” means “separation from service” with the Company as defined
in Treasury Regulation Section 1.409A-1(h). A Participant shall not be considered to have incurred
a Separation from Service until the Participant has ceased to provide any services for Superior,
its subsidiaries, and any other entity that would be treated as a member of a controlled group that
includes Superior under Code Section 414(b) or (c) (as modified by substituting 50% ownership for
80% for all purposes thereof), without any expectation of the Participant being retained to provide
future services as a director or independent contractor.




          “Superior” means Superior Energy Services, Inc. and its successors and assigns,
including but not limited to any corporation or entity with or into which such company may merge or
consolidate.




          “Unforeseeable Emergency” means a severe financial hardship of the Participant or
Beneficiary resulting from an illness or accident of the Participant or Beneficiary, the
Participant’s or Beneficiary’s spouse, or the Participant’s or Beneficiary’s dependent (as defined
in Code Section 152(a)); loss of the Participant’s or Beneficiary’s property due to casualty
(including the need to rebuild a home following damage to a home not otherwise covered by
insurance, for example, not as a result of a natural disaster); or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the Participant or
Beneficiary. In addition, the need to pay for medical expenses, including non-refundable
deductibles, as well as for the costs of prescription drug medication, may constitute an






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Unforeseeable Emergency. Finally, the need to pay for the funeral expenses of a spouse or a
dependent (as defined in Code Section 152(a)) may also constitute an Unforeseeable Emergency. An
Unforeseeable Emergency must satisfy the requirements of Treasury Regulation Section 1.409A-3(i)(3)
in order for a payment to be made. Whether a Participant is faced with an “Unforeseeable
Emergency” permitting distribution under this Plan is to be determined by the Administrative
Committee based on the relevant facts and circumstances of each case and in accordance with Code
Section 409A.




          “Valuation Date” means the last calendar date when the New York Stock Exchange was
open, or such other date as the Administrative Committee in its sole discretion may determine.




     3. Participation and Participant Elections.



          3.1 Participation. Participation in the Plan shall be limited to those individuals
who (a) are Non-Employee Directors and (b) elect to participate in this Plan by filing a
Participation Agreement with the Administrative Committee or its Designee.




          3.2 Deferral of Cash Compensation. Subject to the other terms and conditions of this
Plan, a Participant may elect to defer up to a total of 100% of his or her Cash Compensation for a
given Plan Year under the Plan (the “Deferral Amount”), expressed as either a dollar amount
or a percentage of the Participant’s Cash Compensation for such Plan Year.




          3.3 Deferral of Restricted Stock Units.





               (a) Subject to the terms and conditions of this Section 3.3, a Participant may elect
to defer, on a grant-by-grant basis, the receipt of all or a portion of the shares of Common Stock
that he or she is entitled to receive upon his or her Separation of Service in connection with the
payout of those Restricted Stock Units (and any related amounts credited to the Participant’s
Dividend Equivalent Account under Section 4.4). Except as permitted by Section
3.3(b), such deferral election must be made during the applicable Section 3.4
enrollment period for the Plan Year in which the Restricted Stock Units are granted; provided that
if the Non-Employee Director makes such an election during the 30-day period described in
Section 3.4(b) and after the date of grant of the Restricted Stock Units, the number of
shares deferred shall be equal to the total number of Restricted Stock Units multiplied by a
fraction, the numerator of which is the number of days between the date on which the election is
made and the date of the next annual meeting following the date of grant, and the denominator of
which is the number of days between the date of grant and the date of the next annual meeting,
rounded to next lower number of whole shares.




               (b) A Participant may make a one-time election to defer receipt of all or a portion of the
shares of Common Stock underlying any grant of Restricted Stock Units awarded to him or her prior
to the date of Board approval of this Plan. Such election (i) must be received by the
Administrative Committee by March 31, 2011, (ii) will become irrevocable on that date, (iii) shall
not take effect until March 31, 2012; and (iv) must provide that the Deferral Period with respect
to such Restricted Stock Units shall end no earlier than the fifth anniversary of the date of
Participant’s Separation from Service, provided that if the Participant dies or



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becomes Disabled prior to such date, the shares of Common Stock shall be distributed to in
accordance with Section 5.2.





                    (c) A Participant’s deferred Restricted Stock Units shall be accounted for separately from his
or her Deferral Amounts, and shall be subject to the all of the provisions of this Plan except
Sections 3.6, 4.1, and 4.2.



          3.4 Election Timing and Effective Dates.





                    (a) A Participation Agreement must be filed prior to the December 31st immediately preceding
the Plan Year for which it is effective or by such earlier deadline as the Administrative Committee
may prescribe.




                    (b) Notwithstanding Section 3.4(a), a Participant who is newly eligible for the Plan
(as determined in accordance with Treas. Reg. Section 1.409A-2(a)(7)) and who does not participate
in any other account balance type nonqualified plan (as determined by Treas. Reg. Section
1.409A-1(c)) of the Company may file a Participation Agreement effective for the remainder of the
initial Plan Year and applicable to compensation earned in the remainder of such Plan Year, but
only if such election is made not more than 30 days after the Participant becomes eligible for the
Plan.



          3.5 Contents of Participation Agreement. The Administrative Committee shall have the
discretion to specify the contents of Participation Agreements. Subject to Section 7, each
Participation Agreement shall set forth: (a) the Deferral Amount and whether the Participant is
electing to defer his or her Restricted Stock Units for that Plan Year; (b) the period after which
payment of the Deferral Amount and the issuance of the Common Stock underlying the deferred
Restricted Stock Units, if applicable, are to be made or begin to be made (the “Deferral
Period”); and (c) the form in which payments of the Deferral Amount and the deferred Restricted
Stock Units, if applicable, are to be made, which may be a lump sum or in substantially equal
annual installments of 2 to 10 years. The Deferral Period may be expressed as ending on a
specified date, upon the occurrence of an event (such as a Participant’s Separation from Service),
or in accordance with such other terms and options that may be set forth in the Participation
Agreement; provided, however, that the Deferral Period shall end no later than the tenth
anniversary of the date of Participant’s Separation from Service.




          3.6 Modification or Revocation of Election by Participant.





                    (a) A Participant may not change the Deferral Amount during a Plan Year. However, a
Participant may discontinue participation if he or she experiences an Unforeseeable Emergency, by
completing such forms, and subject to such limitations and restrictions, as the Administrative
Committee may prescribe. If approved by the Administrative Committee, revocation shall take effect
as of the next regularly-scheduled date on which Cash Compensation is to be paid. If a Participant
discontinues participation during a Plan Year, he or she will not be permitted to participate again
in the Plan until the later of six months from the date of discontinuance or the commencement of
the following Plan Year.




                    (b) A Participant may make an election to change the time or form of his or her payment from
the Plan as set forth in an existing Participation Agreement, but in



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accordance with Treas. Reg. Section 1.409A-2(b), such a change must include the lengthening of
the Deferral Period by no less than five years from the original payment date under the
Participation Agreement (as in effect before such amendment). In addition, such amended
Participation Agreement must be filed with the Administrative Committee or its Designee at least 12
months prior to the date of the first scheduled payment under the Participation Agreement (as in
effect before such amendment), and will not be effective for 12 months. Under no circumstances may
a Participant’s Participation Agreement be retroactively entered into, modified, or revoked.




          3.7 Vesting of Account. Subject to Section 9.1, each Participant shall be
100% vested in his or her Account(s) at all times.




     4. Maintenance, Crediting, and Investment of Accounts.



          4.1 Maintenance of Accounts.





                    (a) The Deferral Amount of a Participant with respect to each Plan Year of participation in
the Plan shall be credited by the Administrative Committee to the Participant’s Account as and when
such Deferral Amount would otherwise have been paid to the Participant.




                    (b) Separate Accounts shall be maintained for each Participant. More than one Account may be
maintained for a Participant as necessary to reflect (i) various Hypothetical Investment Benchmarks
and/or (ii) separate Participation Agreements specifying different Deferral Periods, deferral
sources, and/or forms of payment. A Participant’s Account(s) shall be utilized solely as a device
for the measurement and determination of the amounts to be paid to the Participant pursuant to this
Plan, and shall not constitute or be treated as a trust fund of any kind.



          4.2 Crediting of Accounts.





                    (a) Each Participant shall be entitled to direct the manner in which his or her Accounts will
be deemed to be invested by selecting among the Hypothetical Investment Benchmarks specified in
Appendix A hereto, as amended by the Administrative Committee from time to time, and in
accordance with such rules, regulations and procedures as the Administrative Committee may
establish from time to time. Notwithstanding anything to the contrary herein, earnings and losses
based on a Participant’s investment elections shall begin to accrue as of the date such
Participant’s Deferral Amounts are credited to his or her Accounts.




                    (b) The Administrative Committee shall determine the balance of each Account, as of each
Valuation Date, by adjusting the balance of such Account as of the immediately preceding Valuation
Date to reflect changes in the value of the deemed investments thereof, credits and debits pursuant
to Section 4.1(a) and Section 4.2(a) and distributions pursuant to Section
5 with respect to such Account since the preceding Valuation Date.



          4.3 Statement of Accounts. The Administrative Committee shall submit to each
Participant quarterly statements of his or her Account(s) in such form as the Administrative






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Committee deems desirable, setting forth the balance to the credit of such Participant in his
or her Account(s) as of the end of the most recently-completed quarter.




          4.4 Credit of Dividend Equivalents on Deferred Restricted Stock Units. For any
Restricted Stock Units a Participant elects to defer, the Administrative Committee shall establish
and maintain a “Dividend Equivalent Account” as required under Section 6.4 of the Amended and
Restated Superior Energy Services, Inc. 2004 Directors Restricted Stock Units Plan or the
equivalent section of any successor plan. All amounts in a Participant’s Dividend Equivalent
Account shall be distributed to the Participant in tandem with the related shares of Common Stock
underlying the Restricted Stock Units.




     5. Distribution of Benefits.



          5.1 Time and Form of Payment. Unless otherwise stated in this Section 5, at
the end of the Deferral Period for each Account, the Company shall pay to the Participant the
balance of such Account at the time or times elected by the Participant in the applicable
Participation Agreement; provided that if the Participant has elected to receive payments from an
Account in a lump sum, the Company shall pay the balance in such Account (determined as of the most
recent Valuation Date preceding or coinciding with the payment date) in a lump sum in cash as soon
as practicable after the end of the Deferral Period (no later than 90 days after the Deferral
Period). If the Participant has elected to receive payments from an Account in installments, the
Company shall make annual cash payments from such Account, each of which shall consist of an amount
equal to (i) the balance of such Account as of the most recent Valuation Date preceding or
coinciding with the payment date times (ii) a fraction, the numerator of which is one and the
denominator of which is the number of remaining installments (including the installment being
paid). The first such installment shall be paid in January of the year specified in the
Participation Agreement (for specified date payments), in January of the year following Separation
from Service (for payments triggered by a Separation from Service) or as otherwise specified in the
Participation Agreement upon reaching the end of the Deferral Period. Each subsequent installment
shall be paid in January of the following years and shall be deemed to be made on a pro rata basis
from each of the different deemed investments of the Account (if there is more than one such deemed
investment). If a Participant elects to defer an annual grant of Restricted Stock Units, the
shares of Common Stock underlying such grant (and any related amounts credited to the Participant’s
Dividend Equivalent Account under Section 4.4) shall be distributed at the time or times
elected by the Participant in the applicable Participation Agreement, provided that if the
Participant dies or becomes Disabled prior to such date, the shares of Common Stock shall be
distributed to in accordance with Section 5.2.




          5.2 Death or Disability. Notwithstanding the provisions of Sections 5.1
hereof and any Participation Agreement, if a Participant dies or becomes Disabled (whether before
or after Separation from Service) prior to receiving full payment of his or her Account(s), the
Company shall pay the remaining balance of his or her Account (determined as of the most recent
Valuation Date preceding or coinciding with such event) to the Participant or, if the Participant
is deceased, in accordance with Section 6, in a lump sum in cash as soon as practicable
following the occurrence of such event (no later than 90 days after the event occurs).







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          5.3 Hardship Withdrawals. Notwithstanding the provisions of Section 5.1 and
any Participation Agreement, a Participant shall be entitled to early payment of all or part of the
balance in his or her Account(s) in the event of an Unforeseeable Emergency, in accordance with
this Section 5.3. A distribution pursuant to this Section 5.3 may only be made to
the extent reasonably needed to satisfy the Unforeseeable Emergency need, and may not be made if
such need is or may be relieved (a) through reimbursement or compensation by insurance or
otherwise, (b) by liquidation of the Participant’s assets to the extent such liquidation would not
itself cause severe financial hardship, or (c) by cessation of deferrals under the Plan. An
application for an early payment under this Section 5.3 shall be made to the Administrative
Committee in such form and in accordance with such procedures as the Administrative Committee shall
determine from time to time. The determination of whether and in what amount and form a
distribution will be permitted pursuant to this Section 5.3 shall be made by the
Administrative Committee.




          5.4 Withholding of Taxes. Notwithstanding any other provision of this Plan, the
Company shall withhold from payments made hereunder any amounts required to be so withheld by any
applicable law or regulation.




          5.5 Acceleration of Payment. A Participant shall have no right to compel any
accelerated payment of amounts due to a Participant. The Company may accelerate the payment of
some or all of the amounts due to a Participant in a given year only in accordance with this
Section and Section 409A of the Code.





                    (a) Domestic Relations Orders. The Administrative Committee may, in its sole and
absolute discretion, accelerate the time or schedule of a payment under the Plan to an individual
other than the Participant as may be necessary to fulfill a domestic relations order (as defined in
Section 414(p)(1)(B) of the Code).




                    (b) Conflicts of Interest. The Administrative Committee may, in its sole and absolute
discretion, provide for the acceleration of the time or schedule of a payment under the Plan to the
extent necessary for any Federal officer or employee in the executive branch to comply with an
ethics agreement with the Federal government. Additionally, the Committee may, in its sole
discretion, provide for the acceleration of the time or schedule of a payment under the Plan to the
extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or
foreign ethics law or conflicts of interest law (including where such payment is reasonably
necessary to permit the Participant to participate in activities in the normal course of his or her
position in which the Participant would otherwise not be able to participate under an applicable
rule).




                    (c) Limited Cash-Outs. The Administrative Committee may, in its sole discretion,
require a mandatory lump sum payment of amounts deferred under the Plan that do not exceed the
applicable dollar amount under Section 402(g)(1)(B) of the Code, provided that the payment results
in the termination and liquidation of the entirety of the Participant’s interest under the Plan,
including all agreements, methods, programs, or other arrangements with respect to which deferrals
of compensation are treated as having been deferred under a single plan under Section 409A of the
Code.



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                    (d) Payment Upon Income Inclusion Under Section 409A. The Administrative Committee
may, in its sole discretion, provide for the acceleration of the time or schedule of a payment
under the Plan if at any time the Plan fails to meet the requirements of Section 409A of the Code.
The payment may not exceed the amount required to be included in income as a result of the failure
to comply with the requirements of Section 409A of the Code.




                    (e) Payment of State, Local, or Foreign Taxes. The Administrative Committee may, in
its sole discretion, provide for the acceleration of the time or schedule of a payment under the
Plan to reflect payment of state, local, or foreign tax obligations arising from participation in
the Plan that apply to an amount deferred under the Plan before the amount is paid or made
available to the participant (the state, local, or foreign tax amount). Such payment may not
exceed the amount of such taxes due as a result of participation in the Plan. The payment may be
made in the form of withholding pursuant to provisions of applicable state, local, or foreign law
or by payment directly to the Participant. Additionally, the Administrative Committee may, in its
sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan
to pay the income tax at source on wages imposed under Section 3401 of the Code as a result of such
payment and to pay the additional income tax at source on wages imposed under Section 3401 of the
Code attributable to such additional wages and taxes. However, the total payment under this
acceleration provision must not exceed the aggregate of the state, local, and foreign tax amount,
and the income tax withholding related to such state, local, and foreign tax amount.




                    (f) Bona Fide Disputes as to a Right to a Payment. The Nominating and Corporate
Governance Committee may, in its sole discretion, provide for the acceleration of the time or
schedule of a payment under the Plan where such payments occur as part of a settlement between the
Participant and the Company of an arm’s length, bona fide dispute as to the Participant’s right to
the deferred amount, if done in accordance with Treasury Regulation Section 1.409A-3(j)(4)(xiv).




                    (g) Plan Terminations and Liquidations. The Nominating and Corporate Governance
Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a
payment under the Plan as provided in Section 8.2.




                    (h) Other Events and Conditions. A payment may be accelerated upon such other events
and conditions as the Internal Revenue Service may prescribe in generally applicable guidance
published in the Internal Revenue Bulletin.



          5.6 Delay of Payment. The Company may delay a payment otherwise due hereunder to a
date after the designated payment date under any of the following circumstances:





                    (a) Delay Due to Financial Considerations. Any payment required to be made on a date
set forth under the terms of this Plan may be delayed if payment on the originally scheduled date
would jeopardize the ability of the Company to continue as a going concern (in such case, payment
will be made during the first taxable year after such payment no longer would have such effect).



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                    (b) Legal Compliance. If the Company reasonably anticipates that the making of the
payment will violate applicable law, provided that the payment shall be made at the earliest date
at which the Company reasonably anticipates that the making of the payment will not cause such
violation. (The making of a payment that would cause inclusion in gross income or the application
of any penalty provision or other provision of the Code is not treated as a violation of applicable
law.)




                    (c) Other Events and Conditions. Payment may also be delayed upon such other events
and conditions as the Commissioner of Internal Revenue may prescribe in generally applicable
guidance published in the Internal Revenue Bulletin, if a Participant is subject to the
requirements of Section 16(a) of the Securities Exchange Act of 1934, the Participant’s balance in
his or her Account(s) shall not be distributed on account of a Change in Control prior to the date
that is one year after the date of the Change of Control, unless such balance is distributable
pursuant to another provision of the Plan.



     6. Beneficiary Designation.



          6.1 Right to Designate Beneficiary. Each Participant shall have the right, at any
time, to designate any person, persons, or entity as his or her Beneficiary or Beneficiaries. A
Beneficiary designation shall be made, and may be amended, by the Participant by filing a written
designation with the Administrative Committee, on such form and in accordance with such procedures
as the Administrative Committee shall establish from time to time.




          6.2 No Beneficiary Designation. If a Participant fails to designate a Beneficiary as
provided above, or if all designated Beneficiaries predecease the Participant, then the Participant
shall be deemed to have designated the surviving spouse of the Participant as the designated
Beneficiary. If the Participant dies without a designated Beneficiary (or spouse as the deemed
designated Beneficiary), then the Participant’s Beneficiary shall be deemed to be the Participant’s
estate.




     7. Administration.



          7.1 Administrative Committee. The Plan shall be administered by the Administrative
Committee. A majority of the members of the Administrative Committee shall constitute a quorum.
All resolutions or other action taken by the Administrative Committee shall be by a vote of a
majority of its members present at any meeting or, without a meeting, by an instrument in writing
signed by all its members. Members of the Administrative Committee may participate in a meeting of
such committee by means of a conference telephone or similar communications equipment that enables
all persons participating in the meeting to hear each other, and such participation in a meeting
shall constitute presence in person at the meeting and waiver of notice of such meeting.




          7.2 Committee Responsibilities. The Administrative Committee shall be responsible for
the administration of this Plan and shall have all powers necessary to administer this Plan,
including discretionary authority to determine eligibility for benefits and to decide claims under
the terms of this Plan, except to the extent that any such powers are vested in any other person.
The Administrative Committee may from time to time establish rules for the






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administration of this Plan, and it shall have the exclusive right to interpret this Plan and
to decide any matters arising in connection with the administration and operation of this Plan.
All rules, interpretations, and decisions of the Administrative Committee shall be conclusive and
binding on the Company, Participants, and Beneficiaries.




          7.3 Ability to Delegate Responsibilities. The Administrative Committee’s
responsibilities shall include, but shall not be limited to, determining in the first instance
issues related to eligibility, Hypothetical Investment Benchmarks, distribution of Deferral
Amounts, determination of account balances, crediting of hypothetical earnings and debiting of
hypothetical losses and of distributions, in-service withdrawals, deferral elections and any other
duties concerning the day-to-day operation of this Plan. The Administrative Committee may
designate one of its members as a chairperson and may retain and supervise outside providers, third
party administrators, record keepers, and professionals (including in-house professionals) to
perform any or all of the duties delegated to it hereunder.




          7.4 Limitation of Liability. Neither a member of the Board nor any member of the
Administrative Committee shall be liable for any act or action hereunder, whether of omission or
commission, by any other member or employee or by any agent to whom duties in connection with the
administration of this Plan have been delegated or for anything done or omitted to be done in
connection with this Plan. The Administrative Committee shall keep records of all of its
proceedings and shall keep records of all payments made to Participants or Beneficiaries and
payments made for expenses or otherwise.




          7.5 Recusal. Any member of the Administrative Committee who is due a benefit under
the Plan shall recuse himself or herself from any Administrative Committee deliberations that
concern such member’s benefits, including deliberations concerning such member’s eligibility for a
benefit or his or her level of benefits. The previous sentence shall not apply to deliberations
that apply to Participants generally rather than the particular member at issue.




          7.6 Recovery of Administration Expenses. Any expense incurred by the Company or the
Administrative Committee relative to the administration of this Plan shall be paid by the Company
and/or may be deducted from the Accounts of the Participants, as determined by the Administrative
Committee.




     8. Amendment and Termination of Plan.



          8.1 Amendment. The Nominating and Corporate Governance Committee of the Board, or any
person(s) to whom such committee has delegated the right to amend the Plan, may at any time amend
this Plan in whole or in part, provided, however, that no amendment shall be effective to decrease
the balance in any Account as accrued at the time of such amendment. The Administrative Committee
shall have authority to approve administrative and technical amendments that do not materially
increase the cost of the Plan. The Company may amend the Plan in any other manner that does not
cause adverse consequences under Section 409A of the Code or other guidance from the Treasury
Department or IRS, provided that no amendments shall divest otherwise vested rights of
Participants, or their Beneficiaries.







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          8.2 Company’s Right to Terminate. The Nominating and Corporate Governance Committee
may terminate the Plan (or, where allowed by Section 409A of the Code, a portion of the Plan) and
accelerate any payments due (or that may become due) under the Plan under the following
circumstances:





                    (a) Section 409A Change of Control. The Plan termination occurs pursuant to an
irrevocable action of the Nominating and Corporate Governance Committee that is taken within the 30
days preceding or the 12 months following a Section 409A Change of Control, and all other plans
sponsored by the Company that are required to be aggregated with this Plan under Section 409A of
the Code are also terminated with respect to each Participant therein who was employed by the
Company that underwent the Section 409A Change of Control (“Change of Control
Participant”). In the event of such a termination, the Accounts, together with amounts due to
each Change of Control Participant under all aggregated plans, shall be paid at the time and
pursuant to the schedule specified by the Nominating and Corporate Governance Committee, so long as
all payments are required to be made no later than 12 months after the date that the Nominating and
Corporate Governance Committee or its Designee irrevocably approves the termination.




                    (b) Company’s Discretion. In the discretion of the Nominating and Corporate
Governance Committee, provided that: (i) all arrangements sponsored by the Company that would be
aggregated with the Agreement under Treasury Regulation Section 1.409A-1(c) if the same employee
participated in all of the arrangements are terminated; (ii) no payments other than payments that
would be payable under the terms of the arrangements if the termination had not occurred are made
within 12 months of the termination of the arrangements; (iii) all payments are made within 24
months of the termination of the arrangements; and (iv) the Company does not adopt a new
arrangement that under Treasury Regulation Section 1.409A-1(c) that would be aggregated with the
Agreement if the same service provider participated in both arrangements, at any time within three
years following the date of termination of the Agreement.




                    (c) Dissolution or Bankruptcy Court Order. Within 12 months of a corporate
dissolution of the Company taxed under Section 331 of the Code, or with the approval of a
bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred
under the Plan are included in the Participant’s gross income in the latest of (i) the calendar
year in which the termination occurs, (ii) the calendar year in which the amount is no longer
subject to a substantial risk of forfeiture, or (iii) the first calendar year in which the payment
is administratively practicable.




                    (d) Other. Due to such other events and conditions as the Commissioner of the IRS may
prescribe in generally applicable guidance published in the Internal Revenue Bulletin.



     9. Miscellaneous.



          9.1 Unfunded Plan. This Plan is intended to be an unfunded plan maintained primarily
for the purpose of providing deferred compensation for Non-Employee Directors. All payments
pursuant to the Plan shall be made from the general funds of the Company and no special or separate
fund shall be established or other segregation of assets made to assure






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payment. No Participant or other person shall have under any circumstances any interest in
any particular property or assets of the Company as a result of participating in the Plan.
Notwithstanding the foregoing, the Company may (but shall not be obligated to) create one or more
grantor trusts, the assets of which are subject to the claims of the Company’s creditors, to assist
it in accumulating funds to pay its obligations under the Plan. Participants shall have no right
to compel the investment of any amounts deposited in any such trust(s).




          9.2 Nonassignability. Except as specifically set forth in the Plan with respect to
the designation of Beneficiaries, neither a Participant nor any other person shall have any right
to commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber, transfer,
hypothecate, or convey in advance of actual receipt the amounts, if any, payable hereunder, or any
part thereof, which are, and all rights to which are, expressly declared to be unassignable and
non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony, or separate maintenance
owed by a Participant or any other person, nor be transferable by operation of law in the event of
a Participant’s or any other person’s bankruptcy or insolvency.




          9.3 Validity and Severability; Code Section 409A. The invalidity or unenforceability
of any provision of this Plan shall not affect the validity or enforceability of any other
provision of this Plan, which shall remain in full force and effect, and any prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. If any provision of the Plan is capable of being interpreted in more than
one manner, to the extent feasible, the provision shall be interpreted in a manner that does not
result in an excise tax under Code Section 409A.




          9.4 Governing Law. The validity, interpretation, construction, and performance of
this Plan shall in all respects be governed by the laws of the State of Louisiana, without
reference to principles of conflict of law, except to the extent preempted by federal law.




          9.5 Status. Nothing in this Plan or any instrument executed pursuant to this Plan
will confer upon any Participant any right to continue as a director of the Company or affect the
right of the Company to terminate the services of any Participant.




          9.6 Underlying Plans and Programs. Nothing in this Plan shall prevent the Company
from modifying, amending or terminating the compensation or the plans and programs pursuant to
which compensation is earned and which is deferred under this Plan.




* * * * * * * * * * * * *





	Ø	 	As approved by the Nominating and Corporate Governance Committee and adopted by the Board
of Directors on February 23, 2011.






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