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Exhibit 10.37
LONE STAR TECHNOLOGIES, INC. DEFERRED COMPENSATION PLAN
THIS PLAN, made and executed at Dallas, Texas, by LONE STAR
TECHNOLOGIES, INC., a Delaware corporation, is being established primarily for
the purpose of providing deferred compensation for a select group of management
or highly compensated employees of Lone Star Technologies, Inc. and its
participating subsidiaries.
ARTICLE I.
DEFINITIONS
Section 1.1 DEFINITIONS. Unless the context clearly indicates
otherwise, when used in this Plan:
(a) "Account" means a Deferral Account or Matching Account, as the context
requires.
(b) "Affiliated Company" means any corporation or organization, other than an
Employer, which is a member of a controlled group of corporations (within the
meaning of Section 414(b) of the Internal Revenue Code of 1986, as amended (the
"Code")) or of an affiliated service group (within the meaning of Section 414(m)
of the Code) with respect to which an Employer is also a member, and any other
incorporated or unincorporated trade or business which along with an Employer is
under common control (within the meaning of Section 414(c) of the Code).
(c) "Committee" means the committee designated pursuant to Plan Section 2.1 to
administer this Plan.
(d) "Company" means Lone Star Technologies, Inc.
(e) "Deferral Account" means an account established and maintained on the books
of an Employer pursuant to Plan Section 3.2 to record a Participant's interest
under this Plan attributable to amounts credited to such Participant pursuant to
Plan Section 3.2(a).
(f) "Election Period" means the period prior to the beginning of a Plan Year
(or, with respect to the Plan's first Plan Year, the period prior to June 10,
2000) which is specified by the Committee for the making of deferral elections
for such year pursuant to Plan Section 3.1.
(g) "Eligible Employee" means, with respect to a Plan Year, the Chief Executive
Officer of the Company and any other employee of an Employer (i) whose annual
base salary as of the first day of such year (as estimated by the Committee
during the Election Period for such year) will be at least equal to the greater
of $85,000 or the compensation threshold amount applicable in determining a
highly compensated employee for such year under Section 414(q)(1) of the Code,
and (ii) who is designated by the Chief Executive Officer of the Company as an
Eligible Employee for such year for the purposes of this Plan.
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(h) "Employer" includes the Company and any other incorporated or unincorporated
trade or business which may adopt this Plan with the consent of the Chief
Executive Officer of the Company.
(i) "Matching Account" means an account established and maintained on the books
of an Employer pursuant to Plan Section 3.2 to record a Participant's interest
under this Plan attributable to amounts credited to such Participant pursuant to
Plan Section 3.2(b).
(j) "Participant" means an Eligible Employee or former Eligible Employee for
whom an Account is being maintained under this Plan.
(k) "Plan" means this Lone Star Technologies, Inc. Deferred Compensation Plan as
in effect from time to time.
(l) "Plan Year" means the 7-month period commencing June 1, 2000, and ending
December 31, 2000, and the 12-month period commencing on each subsequent January
1 and ending on the following December 31.
(m) "Retirement" means the termination of a Participant's employment with an
Employer or Affiliated Company for any reason other than death or transfer to
the employ of another Employer or Affiliated Company either (i) on or after
attaining the age of 65 years, or (ii) with the consent of the Committee, on or
after attaining the age of 55 years.
(n) "Unit" means a fictional deferred compensation unit used solely for
accounting purposes under this Plan to determine the number of shares of Company
common stock to be distributed to a Participant pursuant to this Plan.
(o) "Unit Value" means an amount equal to (i) if Company common stock is listed
or admitted to trading on a securities exchange registered under the Securities
Exchange Act of 1934, the average of the closing sale prices per share of such
stock as reported on the principal such exchange for the immediately preceding 5
days on which a sale of such stock was reported on such exchange, (ii) if
Company common stock is not listed or admitted to trading on any such exchange,
but is listed as a national market security by the National Association of
Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or any similar
system then in use, the average of the closing sale prices per share of such
stock as reported on NASDAQ or such system for the immediately preceding 5 days
on which a sale of such stock was reported on NASDAQ or such system, and (iii)
if Company common stock is not listed or admitted to trading on any such
exchange and is not listed as a national market security on NASDAQ or any
similar system then in use, but is quoted on NASDAQ or any similar system then
in use, the average of the mean between the closing high bid and low asked
quotations per share for such stock as reported on NASDAQ or such system for the
immediately preceding 5 days on which bid and asked quotations for such stock
were reported on NASDAQ or such system.
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ARTICLE II.
PLAN ADMINISTRATION
Section 2.1 COMMITTEE. This Plan shall be administered by a Committee
composed of at least three individuals appointed by the Chief Executive Officer
of the Company. Each member of the Committee so appointed shall serve in such
office until his or her death, resignation or removal by the Chief Executive
Officer of the Company. The Committee shall have discretionary and final
authority to interpret and implement the provisions of the Plan. The Committee
shall act by a majority of its members at the time in office and such action may
be taken either by a vote at a meeting or in writing without a meeting. The
Committee may adopt such rules and procedures for the administration of the Plan
as are consistent with the terms hereof and shall keep adequate records of its
proceedings and acts. Every interpretation, choice, determination or other
exercise by the Committee of any power or discretion given either expressly or
by implication to it shall be conclusive and binding upon all parties having or
claiming to have an interest under the Plan or otherwise directly or indirectly
affected by such action, without restriction, however, on the right of the
Committee to reconsider and redetermine such action. The Employers shall
indemnify and hold harmless each member of the Committee against any claim,
cost, expense (including attorneys' fees), judgment or liability (including any
sum paid in settlement of a claim with the approval of the Company) arising out
of any act or omission to act as a member of the Committee under this Plan,
except in the case of willful misconduct.
ARTICLE III.
DEFERRED COMPENSATION PROVISIONS
Section 3.1 DEFERRAL ELECTION. Subject to such conditions, limitations
and procedures as the Committee may prescribe from time to time for the purposes
of this Plan:
(a) During the Election Period for the Plan Year commencing June 1,
2000, an Eligible Employee may elect to have the payment of any
specified portion of the annual base salary otherwise payable by an
Employer to him or her during such year deferred for future payment by
such Employer in such manner and at such time or times permitted under
Plan Section 3.5 as shall be specified by such Eligible Employee in
such election; provided, however, that the amount of annual base salary
so deferred shall not exceed 25% of the aggregate amount of (i) any
cash bonus paid by an Employer to such Eligible Employee after December
31, 1999, and prior to June 1, 2000, and (ii) the annual base salary
otherwise payable by an Employer to such Eligible Employee during the
2000 calendar year.
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(b) During the Election Period for each Plan Year commencing
after December 31, 2000, an Eligible Employee may elect to have the
payment of (i) up to 25% of the annual base salary otherwise payable by
an Employer to him or her during such year, and (ii) any specified
portion of any cash bonus otherwise payable by an Employer to him or
her during such year which, when added to the amount to be deferred for
such year pursuant to clause (i) of this Plan Section 3.1, does not
exceed 25% of the aggregate amount of the annual base salary and cash
bonuses otherwise payable by an Employer to him or her during such
year, deferred for future payment by such Employer in such manner and
at such time or times permitted under Plan Section 3.5 as shall be
specified by such Eligible Employee in such election.
All elections made pursuant to this Plan Section 3.1 shall be made in
writing on a form prescribed by and filed with the Committee and shall
be irrevocable.
Section 3.2 PARTICIPANT ACCOUNTS. For each Plan Year an Employer shall
establish and maintain on its books a Deferral Account and a Matching Account
for each Eligible Employee employed by such Employer who elects to defer the
receipt of compensation for such year pursuant to Plan Section 3.1. Each such
Account shall be designated by the name of the Participant for whom established
and the Plan Year to which it relates, and shall be credited in accordance with
the following provisions:
(a) The amount of compensation otherwise payable by an
Employer to a Participant during a Plan Year that such Participant has
elected to defer pursuant to Plan Section 3.1 shall be credited (as a
dollar amount) by such Employer to such Participant's Deferral Account
for that year no later than 15 days after the end of the month during
which such amount would otherwise have been paid by such Employer to
such Participant.
(b) No later than 15 days after the end of each quarter during
a Plan Year, a dollar amount equal to 50% of the compensation otherwise
payable by an Employer to a Participant during that quarter which is
deferred by such Participant pursuant to Plan Section 3.2(a) shall be
credited by such Employer to such Participant's Matching Account for
that year; provided, however, that (i) the credit referred to in this
Plan Section 3.4(b) shall be made for a Participant only if he or she
is in the employ of (or on authorized leave of absence from) an
Employer or Affiliated Company on the last day of such quarter, and
(ii) the total dollar amount credited to a Participant's Matching
Account for any Plan Year pursuant to this Plan Section 3.4(b) shall
not exceed $25,000. On or before the last day of each Plan Year
quarter, the Chief Executive Officer of the Company shall determine and
notify the Committee as to whether the dollar amounts to be credited to
Matching Accounts with respect to compensation deferred during that
quarter shall remain credited to such Matching Accounts as dollar
amounts or be converted into Units. If the dollar amount credited to a
Matching Account with respect to compensation deferred during a Plan
Year quarter is to be
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converted into Units, such dollar amount shall be converted into Units
by dividing such dollar amount by the Unit Value on the last day of
such quarter. Any provision of this Plan to the contrary
notwithstanding, for the purposes of this Plan the period commencing
June 1, 2000, and ending September 30, 2000, shall be treated as a Plan
Year quarter.
Section 3.3 ACCOUNT ADJUSTMENTS. Subject to such conditions,
limitations and procedures as the Committee may prescribe from time to time for
the accounting purposes of this Plan, at the end of each Plan Year quarter (and
at such other times as the Committee may prescribe) the amount credited as a
dollar amount to each Account maintained by an Employer for a Participant shall
be adjusted as a dollar amount to reflect the investment results that would be
attributable to the hypothetical investment of such credited amount in
accordance with investment directions given by such Participant. The investment
directions given and the hypothetical investments made pursuant to this Plan
Section 3.3 are fictitional devices established solely for the accounting
purposes of this Plan, and shall not require any Employer to make any actual
investment or otherwise set aside or earmark any asset for the purposes of this
Plan.
Section 3.4 ADDITIONAL MATCHING ACCOUNT ADJUSTMENTS. If a cash dividend
is paid on Company common stock, on the date said dividend is paid each Matching
Account which is then credited with Units shall be further credited with the
number of Units equal to the amount of said dividend per share of Company common
stock multiplied by the number of Units then credited to such Matching Account,
with the product thereof divided by the Unit Value on the date such dividend is
paid. If the Company effects a split of its shares of common stock or pays a
dividend in the form of shares of Company common stock, or if the outstanding
shares of Company common stock are combined into a smaller number of shares, the
number of Units then credited to each Matching Account shall be increased or
decreased to reflect proportionately the increase or decrease in the number of
outstanding shares of Company common stock resulting from such split, dividend
or combination. In the event of a reclassification of shares of Company common
stock not covered by the foregoing, or in the event of a liquidation, separation
or reorganization (including, without limitation, a merger, consolidation or
sale of assets) involving the Company, the Board of Directors of the Company
shall make such adjustments, if any, to each Matching Account then credited with
Units as such Board in its absolute discretion may deem appropriate.
Section 3.5 ACCOUNT PAYMENTS. The amount credited to each Account
maintained by an Employer for a Participant (i) shall become distributable to
such Participant pursuant to this Plan Section 3.5 on the first to occur of (A)
the date specified by such Participant in his or her election filed with the
Committee for such Account during the Election Period for the Plan Year to which
such Account relates (which date, with respect to a Matching Account, shall not
be prior to the beginning of the third Plan Year commencing after the end of the
Plan Year to which such Matching Account relates), (B) the date as of which such
Participant's employment with an Employer or Affiliated Company terminates for
any reason other than Retirement,
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death or transfer to the employ of another Employer or Affiliated Company, or
(C) the date after such Participant's Retirement which is specified by the
Committee in its discretion as the date such Account shall become
distributable, and (ii) shall be distributed to such Participant either in a
single distribution or in approximately equal annual installments over a
period of up to 10 years, such form of distribution to be made in accordance
with such Participant's election filed with the Committee for such Account
during the Election Period for the Plan Year to which such Account relates.
When an amount credited as a dollar amount to an Account maintained by an
Employer for a Participant becomes distributable, such amount shall be paid
by such Employer to such Participant in cash and charged against such
Account. When Units credited to an Account maintained by an Employer for a
Participant become distributable, such Units shall be canceled and the
Employer maintaining such Account shall deliver or cause to be delivered to
such Participant a stock certificate evidencing the Participant's ownership
of one share of Company common stock for each Unit so canceled. If the amount
credited to an Account is paid in installments over a period of years, the
provisions of Plan Sections 3.3 and 3.4 shall continue to apply to the amount
credited to such Account from time to time.
Section 3.6 DEATH OF PARTICIPANT. Upon the death of a Participant, the
dollar amount and Units credited to each Account maintained by an Employer for
such Participant shall be converted by such Employer into cash and shares of
Company common stock as provided in Plan Section 3.5, and shall be distributed
by such Employer in a single distribution to the beneficiary or beneficiaries
designated by such Participant. Such designation of beneficiary or beneficiaries
shall be made in writing on a form prescribed by and filed with the Committee
and shall remain in effect until changed by such Participant by the filing of a
new beneficiary designation form with the Committee. If a Participant fails to
so designate a beneficiary, or in the event all of the designated beneficiaries
are individuals who either predecease the Participant or survive the Participant
but die prior to receiving the full amount payable under this Plan, any
remaining amount payable under this Plan shall be paid to such Participant's
estate. All distributions under this Plan Section 3.6 shall be made as soon as
practicable following a Participant's death.
Section 3.7 HARDSHIP DISTRIBUTIONS. If a Participant encounters an
unanticipated severe financial emergency which is caused by an event or series
of events beyond the control of such Participant and which has or will result in
a severe financial hardship to such Participant if he or she does not receive an
early distribution from an Account being maintained for such Participant under
this Plan, the Committee in its absolute discretion may direct the Employer
maintaining such Account to pay to such Participant and charge against such
Account such portion of the amount then credited to such Account (including, if
appropriate, the entire balance thereof) as the Committee shall determine to be
necessary to alleviate the severe financial hardship of such Participant. No
distribution shall be made to a Participant pursuant to this Plan Section 3.7
unless such Participant requests such a distribution in writing and provides to
the Committee such information and documentation with respect to his or her
financial emergency and hardship as may be requested by the Committee.
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Section 3.8 ELECTIVE WITHDRAWALS AND FORFEITURES. At the end of any
month during a Plan Year, a Participant may withdraw from the Plan:
(a) All or any portion of the amount credited to any Matching
Account maintained by an Employer for such Participant which relates to
a Plan Year that ended at least 2 years prior to the beginning of the
Plan Year that includes the effective date of such withdrawal; and
(b) All or any portion of the amount credited to any Deferral
Account maintained by an Employer for such Participant;
provided, however, that any provision of this Plan to the contrary
notwithstanding, (i) no such withdrawal may be made unless written notice of
such withdrawal is given by the withdrawing Participant to the Committee at
least 15 days prior to the effective date thereof, and (ii) upon making a
withdrawal from any Account maintained by an Employer, the withdrawing
Participant (A) shall thereupon forfeit to such Employer 10% of the amount such
Participant elected to withdraw from such Account, and (B) shall be ineligible
to defer any base salary or cash bonus otherwise payable by an Employer to him
or her after the effective date of such withdrawal and prior to the beginning of
the third Plan Year commencing after the end of the Plan Year that includes the
effective date of such withdrawal.
ARTICLE IV.
AMENDMENT AND TERMINATION
Section 4.1 AMENDMENT AND TERMINATION. The Board of Directors of the
Company shall have the right and power at any time and from time to time to
amend this Plan, in whole or in part, on behalf of all Employers, and at any
time to terminate this Plan or any Employer's participation hereunder; provided,
however, that no such amendment or termination shall reduce the amounts actually
credited to a Participant's Accounts as of the date of such amendment or
termination, or further defer the dates for the payment of such amounts, without
the consent of the affected Participant.
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ARTICLE V.
MISCELLANEOUS PROVISIONS
Section 5.1 NATURE OF PLAN AND RIGHTS. This Plan is unfunded and
maintained by the Employers primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees of
the Employers. The Units credited and Accounts maintained under this Plan are
fictional devices used solely for the accounting purposes of this Plan to
determine an amount of money to be paid and a number of shares of Company common
stock to be delivered by an Employer to a Participant pursuant to this Plan, and
shall not be deemed or construed to create a trust fund or security interest of
any kind for or to grant a property interest of any kind to any Participant,
designated beneficiary or estate. The amounts credited by an Employer to
Accounts maintained under this Plan are and for all purposes shall continue to
be a part of the general liabilities of such Employer, and to the extent that a
Participant, designated beneficiary or estate acquires a right to receive a
payment or payments from such Employer pursuant to this Plan, such right shall
be no greater than the right of any unsecured general creditor of such Employer.
Section 5.2 SPENDTHRIFT PROVISION. No Account balance or other right or
interest under this Plan of a Participant, designated beneficiary or estate may
be assigned, transferred or alienated, in whole or in part, either directly or
by operation of law, and no such balance, right or interest shall be liable for
or subject to any debt, obligation or liability of such Participant, designated
beneficiary or estate.
Section 5.3 EMPLOYMENT NONCONTRACTUAL. The establishment of this Plan
shall not enlarge or otherwise affect the terms of any Participant's employment
with an Employer, and such Employer may terminate the employment of such
Participant as freely and with the same effect as if this Plan had not been
established.
Section 5.4 CLAIMS PROCEDURE. If any person (hereinafter called the
"Claimant") feels that he or she is being denied a benefit to which he or she is
entitled under this Plan, such Claimant may file a written claim for said
benefit with the Committee. Within 60 days of the receipt of such claim (or
within 120 days of the receipt of such claim if special circumstances require an
extension of the time for processing the claim, in which event the Committee or
its designated representative will furnish the Claimant with a written notice
indicating the special circumstances and the time by which a determination with
respect to the claim will be made), the Committee or its designated
representative shall determine and notify the Claimant as to whether he or she
is entitled to such benefit. Such notification shall be in writing and, if
denying the claim for benefit, shall set forth the specific reason or reasons
for the denial, make specific reference to the pertinent provisions of this
Plan, and advise the Claimant that he or she may, within 60 days of the receipt
of such notice, in writing request the Committee to review such denial. In
connection with such request for review, the Claimant and/or his or her duly
authorized representative may examine copies of any relevant documents and
submit
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information and comments in writing to support the granting of the benefit
being claimed. The final decision of the Committee with respect to the claim
being reviewed shall be made within 60 days following the receipt of the
Claimant's request for review unless special circumstances require an
extension of time for reviewing the claim, in which event (i) the Committee
or its designated representative will furnish a written notice of such
extension to the Claimant, and (ii) the final decision of the Committee shall
be made as soon as possible but in no event later than 120 days after the
receipt of the Claimant's request for review. The Committee shall in writing
notify the Claimant of its final decision, again specifying the reasons
therefor and the pertinent provisions of this Plan upon which such decision
is based. The final decision of the Committee with respect to a claim shall
be conclusive and binding upon the Claimant and all other parties having or
claiming to have an interest in such claim.
Section 5.5 APPLICABLE LAW. This Plan shall be governed and construed
in accordance with the internal laws (and not the principles relating to
conflicts of laws) of the State of Texas, except where superseded by federal
law.
IN WITNESS WHEREOF, this Plan, as amended and restated, has been
executed on this 26th day of May, 2000, to be effective as of June 1, 2000.
LONE STAR TECHNOLOGIES,INC.
By: /s/ Rhys J. Best
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Title: Chairman of the Board,
Chief Executive Officer
and President
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