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[OIL STATES INTERNATIONAL, INC. LOGO]
OIL STATES INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN
RABBI TRUST AGREEMENT
THIS AGREEMENT made this 1st day of July, 2001, by and between OIL
STATES INTERNATIONAL, INC. ("Company") and BOSTON SAFE DEPOSIT AND TRUST COMPANY
("Trustee").
WHEREAS, the Company has adopted the nonqualified deferred compensation
plan, the Oil States International, Inc. Deferred Compensation Plan (the "Plan")
in the form annexed hereto;
WHEREAS, the Company has incurred or expects to incur liability under
the terms of such Plan with respect to the individuals participating in such
Plan (individually a "Participant" and collectively the "Participants");
WHEREAS, capitalized terms used herein, which are defined in the Plan,
shall have the same meaning hereunder as they have in the Plan unless expressly
provided hereunder to the contrary;
WHEREAS, the Company wishes to establish the Oil States International,
Inc. Deferred Compensation Trust (the "Trust") and to contribute to the Trust
the assets that shall be held therein, subject to the claims of the Company's
creditors in the event of the Company's insolvency, as herein defined, until
paid to Participants and their beneficiaries in such manner and at such times as
specified in the Plan;
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WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974,
as amended;
WHEREAS, it is the intention of the Company to make contributions to
the Trust to provide itself with a source of funds to assist it in the meeting
of its liabilities under the Plan.
NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:
SECTION 1. ESTABLISHMENT OF TRUST.
(a) The Company hereby establishes the Trust with the Trustee,
consisting of such sums of money and other property acceptable
to the Trustee as from time to time shall be paid and
delivered to and accepted by the Trustee from the Company. The
Trustee shall have no duty to determine or collect
contributions under the Plan and shall have no responsibility
for any property until it is received and accepted by the
Trustee. The Company shall have the sole duty and
responsibility for the determination of the accuracy or
sufficiency of the contributions to be made under the Plan.
All such money and other property paid or delivered to and
accepted by the Trustee shall become the principal of the
Trust to be held, administered and disposed of by the Trustee
as provided in this Trust Agreement.
(b) The Trust shall be irrevocable; provided, without limitation,
that it may be terminated as expressly provided herein.
(c) The Trust is intended to be a grantor trust, of which the
Company is the grantor, within the meaning of subpart E, part
I, subchapter J, chapter 1, subtitle A of the Internal Revenue
Code of 1986, as amended (the "Internal Revenue Code") and
shall be construed accordingly.
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(d) The principal of the Trust, and any earnings thereon shall be
held separate and apart from other funds of the Company and
shall be used exclusively for the uses and purposes of the
Participants and general creditors as herein set forth. The
Participants and their beneficiaries shall have no preferred
claim on, nor any beneficial ownership interest in, any assets
of the Trust. Any rights created under the Plan and this Trust
Agreement shall be mere unsecured contractual rights of the
Participants and their beneficiaries against the Company. Any
assets held by the Trust will be subject to the claims of the
Company's general creditors under federal and state law in the
event of insolvency, as defined in Section 3(a) herein.
(e) The Company, in its sole discretion, may at any time, or from
time to time, make additional deposits of cash or other
property in trust with the Trustee to augment the principal to
be held, administered and disposed of by the Trustee as
provided in this Trust Agreement. Neither the Trustee nor any
Participant or beneficiary shall have any right to compel such
additional deposits. Upon a Change of Control, the Company
shall, as soon as possible, but in no event longer than 45
days following the Change of Control, as defined herein, make
an irrevocable contribution to the Trust in an amount that is
sufficient to pay each Plan participant or beneficiary the
benefits to which Plan participants or beneficiaries would be
entitled pursuant to the terms of the Plan(s) (as certified to
the Trustee by the Company) as of the date on which the Change
of Control occurred.
(f) The Company represents and warrants to the Trustee that the
Plan covers, and will cover only a select group of management
or highly compensated employees as contemplated by Section
401(a) of ERISA and interpretations, opinions, and rulings of
the Department of Labor thereunder. The Company shall
indemnify and hold harmless the Trustee, its parent,
subsidiaries and affiliates and each of their respective
officers, directors, employees and agents from and against all
liability, loss and expense, including reasonable attorneys'
fees and expenses suffered or incurred by any of the foregoing
indemnities as a result of a breach of the foregoing
representation and warranty. The provisions of this subsection
shall survive termination of this Agreement.
SECTION 2. PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.
(a) The Company shall deliver to the Trustee a schedule (the
"Payment Schedule") that indicates the amounts payable in
respect of each Participant (and his or her beneficiaries),
that provides a formula or other instructions acceptable to
the Trustee for determining the amounts so payable, the form
in which such amount is to be paid (as provided for or
available under the Plan), and the time of commencement for
payment of such amounts. Except as otherwise provided herein,
the Trustee shall make payments to the Participants and their
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beneficiaries in accordance with such Payment Schedule. It is
the intent of the Company and the Trustee that the Company
shall be responsible for determining and effecting all
federal, state and local tax aspects of the Plan and the Fund,
including without limitation income taxes payable on the
Fund's income, if any, any required withholding of income or
other payroll taxes in connection with the payment of benefits
from the Fund pursuant to the Plan, and all reporting required
in connection with any such taxes. To the extent that the
Company is required by applicable law to pay or withhold such
taxes or to file such reports, such obligation shall be a
responsibility allocated to the Company, as the case may be,
hereunder. To the extent the Trustee is required by applicable
law to pay or withhold such taxes or to file such reports, the
Company shall inform the Trustee of such obligation, shall
direct the Trustee with respect to the performance of such
obligations and shall provide the Trustee with all information
required by the Trustee to meet such obligations.
(b) The entitlement of a Participant or his or her beneficiaries
to benefits under the Plan shall be determined by the Company
or such party as it shall designate under the Plan, and any
claim for such benefits shall be considered and reviewed under
the procedures set out in the Plan. The Company shall notify
the Trustee of such determination and shall direct
commencement of payments of such benefits.
(c) The Company may make payment of benefits directly to the
Participants or their beneficiaries as they become due under
the terms of the Plan. The Company shall notify the Trustee of
its decision to make payment of benefits directly prior to the
time amounts are payable to Participants or their
beneficiaries. In addition, if the principal of the Trust,
together with any earnings thereon, are not sufficient to make
payments of benefits in accordance with the terms of the Plan,
the Company shall immediately make up the balance of each such
payment as it falls due. The Trustee shall notify the Company
when principal and earnings are not sufficient.
SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN
COMPANY IS INSOLVENT.
(a) The Trustee shall cease payment of benefits to the
Participants and their beneficiaries if the Company is
Insolvent. The Company shall be considered "Insolvent" for
purposes of this Trust Agreement if (i) the Company is unable
to pay its debts as they become due, or (ii) the Company is
subject to a pending proceeding as a debtor under the United
States Bankruptcy Code.
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(b) At all times during the continuance of this Trust, as provided
in Section 1(d) hereof, the principal and income of the Trust
shall be subject to claims of general creditors of the Company
under federal and state law as set forth below.
(1) The Board of Directors and the Chief Executive
Officer of the Company shall have the duty to inform
the Trustee in writing of the Company's Insolvency.
If a person claiming to be a creditor of the Company
alleges in writing to the Trustee that the Company
has become Insolvent, the Trustee shall determine
whether the Company is Insolvent and, pending such
determination, the Trustee shall discontinue payment
of benefits to the Participants or their
beneficiaries. In all cases, the Trustee shall be
entitled to conclusively rely upon the written
certification of the Board of Directors or the Chief
Executive Officer of the Company when determining
whether the Company is Insolvent.
(2) Unless the Trustee has actual knowledge of the
Company's Insolvency, or has received notice from the
Company or a person claiming to be a creditor
alleging that the Company is Insolvent, the Trustee
shall have no duty to inquire whether the Company is
Insolvent. The Trustee may in all events rely on such
evidence concerning the Company's solvency as may be
furnished to the Trustee and that provides the
Trustee with a reasonable basis for making a
determination concerning the Company's solvency.
(3) If at any time the Trustee has determined that the
Company is Insolvent, the Trustee shall discontinue
payments to the Participants or their beneficiaries
and shall hold the assets of the Trust for the
benefit of the Company's general creditors. Nothing
in this Trust Agreement shall in any way diminish any
rights of the Participants or their beneficiaries to
pursue their rights as general creditors of the
Company with respect to benefits due under the Plan
or otherwise.
(4) The Trustee shall resume the payment of benefits to
the Participants or their beneficiaries in accordance
with Section 2 of this Trust Agreement only after the
Trustee has determined that the Company is not
Insolvent (or is no longer Insolvent).
(c) Provided that there are sufficient assets, if the Trustee
discontinues the payment of benefits from the Trust pursuant
to Section 3(b) hereof and subsequently resumes such payments,
the first payment following such discontinuance shall include
the aggregate amount of all payments due to the Participants
or their beneficiaries under the terms of the Plan as
certified to the Trustee by the Company for the period of such
discontinuance, less the
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aggregate amount of any payments made to the Participants or
their beneficiaries by the Company in lieu of the payments
provided for hereunder during any such period of
discontinuance.
SECTION 4. PAYMENTS TO COMPANY.
Except as provided in Section 3 hereof, the Company shall have no right or power
to direct the Trustee to return to the Company or to divert to others any of the
Trust assets before all payment of benefits have been made to the Participants
and their beneficiaries pursuant to the terms of the Plan (as certified to the
Trustee by the Company).
SECTION 5. INVESTMENT AUTHORITY.
(a) The Company shall direct the Trustee as to the investments
that will be held in the Trust. The Trustee shall invest and
reinvest the principal and income of the trust and keep the
Trust invested, without distinction between principal and
income. The Trustee shall have no duty to question any action
or direction of the Company or any failure to give directions,
or to make any suggestion to the Company as to the investment,
reinvestment, disposition or distribution of, such assets.
The Trustee shall have no liability and shall be fully
indemnified by the Company for any action taken, or for any
failure to act, if such action, or failure to act, is at the
direction of the Company (or results from the failure of the
Company to provide direction)provided, however that the
Company shall have no duty to indemnify the Trustee for any
liability which in any way relates to any negligent act or
omission, or misconduct of the Trustee in carrying out such a
direction.
(b) Subject to the terms of this Trust Agreement and applicable
law, the Trustee shall have the following powers in the
administration of the Trust to be exercised upon the direction
of the Company:
(1) To invest and reinvest the principal and income of
the Trust and keep it invested, without distinction
between principal and income, in any security or
property as it, in its sole discretion, deems
advisable; provided, however that in no event shall
the Trust be invested in real estate ( for this
purpose, real estate includes, but shall not be
limited to, real property, leaseholds, mineral
interests, and any form of asset which is secured by
any of the foregoing);
(2) To collect and receive any and all money and other
property due the Trust and give full discharge
therefor;
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(3) To purchase, enter, sell, hold, and generally deal in
any manner in and with contracts for the immediate or
future delivery of financial instruments of any
issuer or of any other property; to grant, purchase,
sell, exercise, permit to expire, permit to be held
in escrow, or otherwise acquire, dispose of, hold and
generally deal in any manner with and in all forms of
options or any combination thereof.
(4) To settle, compromise or submit to arbitration any
claims, debt or damages due or owing to or from the
Trust; the Trustee may also commence or defend suits
or legal proceedings to protect any interest of the
Trust, and may represent the Trust in all suits or
legal proceedings in any court or before any other
body or tribunal.
(5) To take all action necessary to pay for authorized
transactions, including the power to borrow or raise
monies from any lender, including the Trustee, in its
corporate capacity in conjunction with its duties
under this Agreement and upon such terms and
conditions as the Trustee may deem advisable to
settle security purchases and/or foreign exchange or
contracts for foreign exchange, and securing the
repayments thereof by pledging all or any part of the
Account.
(6) To deposit cash into interest bearing accounts in the
banking department of the Trustee or an affiliated
banking organization.
(7) To appoint custodians, sub-custodians or
sub-trustees, domestic or foreign (including
affiliates of the Trustee), as to part or all of the
Trust. The Trustee shall not be responsible or liable
for any losses or damages suffered by the Company
arising as a result of the insolvency of any
custodian, sub-custodian or sub-trustee, except to
the extent the Trustee was negligent in its selection
or continued retention of such agent.
(8) To hold property in nominee name, in bearer form, or
in book entry form, in a clearinghouse corporation or
in a depository (including an affiliate of the
Trustee), so long as the Trustee's records clearly
indicate that the assets held are a part of the
Trust. The Trustee shall not be responsible for any
losses resulting from the deposit or maintenance of
securities or other property (in accordance with
market practice, custom, or regulation) with any
recognized foreign or domestic clearing facility,
book-entry system, centralized custodial depository,
or similar organization.
(c) The Trustee may not invest in securities (including stock or
rights to acquire stock) or obligations issued by the Company
until such time as it received written authorization from the
Company. All rights associated with assets of the Trust shall
be exercised by the Trustee or person designated by the
Trustee,
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and shall in no event be exercisable by or rest with
Participants. The Company shall have the right at any time,
and from time to time in its sole discretion to substitute
assets of equal fair market value for any asset held by the
Trust. If the Company either contributes or directs the
Trustee to invest the Trust Fund in securities or other
obligations of the Company, then the Trustee shall have no
fiduciary or other liability for decisions to purchase or hold
such investments. Also, the Company shall direct the Trustee
as to the voting of any Company stock held in the Trust. The
Company shall indemnify the Trustee for any liabilities that
arise on account of such contributions or investments. This
Section shall survive the termination of this Agreement.
(d) The Trustee may generally do all acts, whether or not
expressly authorized, which the Trustee may deem necessary or
desirable for the protection of the Trust.
SECTION 6. CONTRACTUAL SETTLEMENT AND INCOME; MARKET PRACTICE SETTLEMENTS
(a) In accordance with the Trustee's standard operating procedure,
the Trustee shall credit the Trust with income and maturity
proceeds on securities on contractual payment date net of any
taxes or upon actual receipt. To the extent the Trustee
credits income on contractual payment date, the Trustee may
reverse such accounting entries to the contractual payment
date if the Trustee reasonably believes that such amount will
not be received.
(b) In accordance with the Trustee's standard operating procedure,
the Trustee will attend to the settlement of securities
transactions on the basis of either contractual settlement
date accounting or actual settlement date accounting. To the
extent the Trustee settles certain securities transactions on
the basis of contractual settlement date accounting, the
Trustee may reverse to the contractual settlement date any
entry relating to such contractual settlement if the Trustee
reasonably believes that such amount will not be received.
(c) Settlements of transactions may be effected in trading and
processing practices customary in the jurisdiction or market
where the transaction occurs. The Company acknowledges that
this may, in certain circumstances, require the delivery of
cash or securities (or other property) without the concurrent
receipt of securities (or other property) or cash. In such
circumstances, the Trustee shall have no responsibility for
nonreceipt of payment (or late payment) or nondelivery of
securities or other property (or late delivery) by the
counterparty.
SECTION 7. DISPOSITION OF INCOME.
During the term of this Trust, all income received by the Trust, net of expenses
and taxes, shall be accumulated and reinvested.
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SECTION 8. ACCOUNTING BY TRUSTEE
The Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between the
Company and the Trustee. Within 90 days following the close of each calendar
year and within 90 days after the removal or resignation of the Trustee, the
Trustee shall deliver to the Company a written account of its administration of
the Trust during such year or during the period from the close of the last
preceding year to the date of such removal or resignation, setting forth all
investments, receipts, disbursements and other transactions affected by it,
including a description of all securities and investments purchased and sold
with the cost or net proceeds of such purchases or sales (accrued interest paid
or receivable being shown separately), and showing all cash, securities and
other property held in the Trust at the end of such year or as of the date of
such removal or resignation, as the case may be. If, within ninety (90) days
after the Trustee mails to the Company a statement with respect to the Trust,
the Company has not given the Trustee written notice of any exception or
objection thereto, the statement shall be deemed to have been approved, and in
such case, the Trustee shall not be liable for any matters in such statements.
SECTION 9. RESPONSIBILITY OF TRUSTEE.
(a) The Trustee shall act with the care, skill, prudence and
diligence under the circumstances then prevailing that a
prudent person acting in like capacity and familiar with such
matters would use in the conduct of an enterprise of a like
character and with like aims, provided, however, that the
Trustee shall incur no liability to any person for any action
taken pursuant to a direction, request or approval given by
the Company which is contemplated by, and in conformity with,
the terms of the Plan (as certified to the Trustee by the
Company) or this Trust and is given in writing by the Company.
In the event of a dispute between the Company and a third
party, the Trustee may apply to a court of competent
jurisdiction to resolve the dispute.
(b) The Trustee is not a party to, and has no duties or
responsibilities under, the Plan other than those that may be
expressly contained in this Agreement. In any case in which a
provision of this Agreement conflicts with any provision in
the Plan, this Agreement shall control. The Trustee shall not
be responsible for the title, validity or genuineness of any
property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement and shall be held
harmless in acting upon any notice, request, direction,
instruction, consent, certification or other instrument
believed by it to be genuine and delivered by the proper party
or parties. The Trustee shall not be liable for any act or
omission of any other person in carrying out any
responsibility imposed upon such person and under no
circumstances shall the Trustee be liable for any indirect,
consequential, or special damages with respect to its role as
Trustee.
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(c) The Company agrees to indemnify and hold harmless the Trustee,
its parent, subsidiaries and affiliates, and each of their
respective officers, directors, employees and agents from and
against all liability, loss and expense, including reasonable
attorneys' fees and expenses incurred by the Trustee or any of
the foregoing indemnities arising out of or in connection with
this Agreement, except as a result of the Trustee's own
negligence or willful misconduct. This indemnification shall
survive the termination of this Agreement.
(d) If the Trustee undertakes or defends any litigation arising in
connection with this Trust, the Company agrees to indemnify
the Trustee against the Trustee's costs, expenses and
liabilities (including, without limitation, attorneys' fees
and expenses) relating thereto and to be primarily liable for
such payments. If the Company does not pay such costs,
expenses and liabilities in a reasonably timely manner, the
Trustee may obtain payment from the Trust.
(e) The Trustee may consult with legal counsel (who may also be
counsel for the Company generally) with respect to any of its
duties or obligations hereunder, and if prior notice is
provided reasonably in advance to the Company the Trustee may
as a part of its reimbursable expenses under this Agreement,
pay counsel's reasonable compensation and expenses.
(f) The Trustee may hire agents, accountants, actuaries,
investment advisors, financial consultants or other
professionals to assist it in performing any of its duties or
obligations hereunder.
(g) The Trustee shall have, without exclusion, all powers
conferred on Trustees by applicable law, unless expressly
provided otherwise herein, provided, however, that if an
insurance policy is held as an asset of the Trust, the Trustee
shall have no power to name a beneficiary of the policy other
than the Trust, to assign the policy (as distinct from
conversion of the policy to a different form) other than to a
successor Trustee, or to loan to any person the proceeds of
any borrowing against such policy.
(h) Notwithstanding the provisions of Section 9(g) above, the
Trustee may loan to the Company the proceeds of any borrowing
against an insurance policy held as an asset of the Trust.
(i) Notwithstanding any powers granted to the Trustee pursuant to
this Trust Agreement or to applicable law, the Trustee shall
not have any power that could give this Trust the objective of
carrying on a business and dividing the gains therefrom,
within the meaning of Section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the
Internal Revenue Code.
(j) Notwithstanding anything in this Agreement to the contrary
contained herein,
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the Trustee shall not be responsible or liable for its failure
to perform under this Agreement or for any losses to the Trust
resulting from any event beyond the reasonable control of the
Trustee, its agents or custodians, including but not limited
to nationalization, strikes, expropriation, devaluation,
seizure, or similar action by any governmental authority, de
facto or de jure; or enactment, promulgation, imposition or
enforcement by any such governmental authority of currency
restrictions, exchange controls, levies or other charges
affecting the Trust's property; or the breakdown, failure or
malfunction of any utilities or telecommunications systems; or
any order or regulation of any banking or securities industry
including changes in market rules and market conditions
affecting the execution or settlement of transactions; or acts
of war, terrorism, insurrection or revolution; or acts of God;
or any other similar event. This Section shall survive the
termination of this Agreement.
(k) If the Company directs the Trustee to invest the Trust Fund in
securities or other obligations of the Company, then the
Trustee shall have no fiduciary or other liability for
decisions to purchase or hold such investments. Also, the
Company shall direct the Trustee as to the voting of any
Company stock held in the Trust. The Company shall indemnify
the Trustee for any liabilities that arise on account of such
investments. This Section shall survive the termination of
this Agreement.
SECTION 10. COMPENSATION AND EXPENSES OF TRUSTEE.
The Company shall pay all administrative and Trustee's fees and expenses. If not
so paid, the fees and expenses shall be paid from the Trust. The Trustee shall
be entitled to fees for services as mutually agreed. The Company acknowledges
that as part of the Trustee's compensation, the Trustee may earn interest on
balances including disbursement balances and balances arising from purchase and
sale transactions. Such interest may be earned only when Trust assets are held
in a demand deposit account and only for such period as is reasonably necessary
to complete a disbursement or to settle the purchase or sales transaction (or to
reverse a transaction). To the extent the Trustee advances funds to the Trust
for disbursements or to effect the settlement of purchase transactions, the
Trustee shall be entitled to collect from the Trust either (i) with respect to
domestic assets, an amount equal to what would have been earned on the sums
advanced (an amount approximating the "federal funds" interest rate) or (ii)
with respect to non-domestic assets, the rate applicable to the appropriate
foreign market.
SECTION 11. RESIGNATION AND REMOVAL OF TRUSTEE.
(a) The Trustee may resign at any time by written notice to the
Company, which shall be effective 60 days after receipt of
such notice unless the Company and the Trustee agree
otherwise.
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(b) The Trustee may be removed by the Company on 60 days notice or
upon shorter notice accepted by the Trustee, except that after
a Change of Control as defined herein, the Trustee may not be
removed by the Company for one year.
(c) Upon resignation or removal of the Trustee and appointment of
a successor Trustee, all assets shall subsequently be
transferred to the successor Trustee. The transfer shall be
completed within 180 days after receipt of the notice of
resignation, removal or transfer, unless the Company extends
the time limit.
(d) If the Trustee resigns or is removed, then a successor shall
be appointed in accordance with Section 12 hereof by the
effective date of resignation or removal under paragraphs (a)
or (b) of this section. If no such appointment has been made,
the Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions. All expenses
of the Trustee in connection with the proceeding shall be
allowed as administrative expenses of the Trust.
(e) Upon a Change of Control, as defined herein, Trustee may not
be removed by Company for one year.
SECTION 12. APPOINTMENT OF SUCCESSOR.
(a) If the Trustee resigns or is removed in accordance with
Section 11(a) or 11(b) hereof the - Company shall appoint any
third party, such as a bank trust department or other party
that may be granted corporate trustee powers under state law,
as a successor to replace the Trustee upon such resignation or
removal. The appointment shall be effective when accepted in
writing by the new Trustee, who shall have all of the rights
and powers of the former Trustee, including ownership rights
in the Trust assets. The former Trustee shall execute any
instrument necessary or reasonably requested by the Company or
the successor Trustee to evidence the transfer.
(b) The successor Trustee need not examine the records and acts of
any prior Trustee and may retain or dispose of existing Trust
assets, subject to Sections 8 and 9 hereof. The successor
Trustee shall not be responsible for and the Company shall
indemnify and defend the successor Trustee from any claim or
liability resulting from any action or inaction of any prior
Trustee or from any other past event, or any condition
existing at the time it becomes successor Trustee.
SECTION 13. AMENDMENT OR TERMINATION.
(a) This Trust Agreement may be amended by a written instrument
executed by the Trustee and the Company. Notwithstanding the
foregoing, no such amendment
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shall conflict with the terms of the Plan (as certified to the
Trustee by the Company) or shall make the Trust revocable.
(b) The Trust shall not terminate until the date on which the
Participants and their beneficiaries are no longer entitled to
benefits pursuant to the terms of the Plan (as certified to
the Trustee by the Company). Upon termination of the Trust any
assets remaining in the Trust shall be returned to the
Company.
(c) Upon written approval of the Participants or beneficiaries
entitled to payment of benefits pursuant to the terms of the
Plan, the Company may terminate this Trust prior to the time
all benefit payments under the Plan have been made. All assets
in the Trust at termination shall be returned to the Company.
SECTION 14. MISCELLANEOUS.
(a) Neither the Company nor the Trustee may assign this Agreement
without the prior written consent of the other, except that
the Trustee may assign its rights and delegate its duties
hereunder to any corporation or entity which directly or
indirectly is controlled by, or is under common control with,
the Trustee. This Agreement shall be binding upon, and inure
to the benefit of, the Company and the Trustee and their
respective successors and permitted assigns. Any entity which
shall by merger, consolidation, purchase, or otherwise,
succeed to substantially all the trust business of the Trustee
shall, upon such succession and without any appointment or
other action by the Company, be and become successor trustee
hereunder, upon notification to the Company.
(b) Any provision of this Trust Agreement prohibited by law shall
be ineffective to the extent of any such prohibition, without
invalidating the remaining provisions hereof.
(c) Benefits payable to Participants and their beneficiaries under
this Trust Agreement may not be anticipated, assigned (either
at law or in equity), alienated, pledged, encumbered or
subjected to attachment, garnishment, levy, execution or other
legal or equitable process.
(d) Notwithstanding anything to the contrary contained elsewhere
in this Trust Agreement, any reference to the Plan or Plan
provisions which require knowledge or interpretation of the
Plan shall impose a duty upon the Company to communicate such
knowledge or interpretation to the Trustee. The Trustee shall
have no obligation to know or interpret any portion of the
Plan and shall in no way be liable for any proper action taken
contrary to the Plan.
(e) This Trust Agreement shall be governed by and construed in
accordance with the laws of the State of Texas. The parties
hereby expressly waive, to the full
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extent permitted by applicable law, any right to trial by jury
with respect to any judicial proceeding arising from or
related to this Agreement.
(f) For purposes of this Trust, Change of Control shall mean: the
purchase or other acquisition by any person, entity or group
of persons, within the meaning of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934 ("Act"), or any comparable
successor provisions of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Act) of 30 percent
or more of either the outstanding shares of common stock or
the combined voting power of the Company's then outstanding
voting securities entitled to vote generally, or the approval
by the stockholders of the Company of a reorganization,
merger, or consolidation, in each case, with respect to which
persons who were stockholders of the Company immediately prior
to such reorganization, merger or consolidation do not,
immediately thereafter, own more than 50 percent of the
combined voting power entitled to vote generally in the
election of directors of the reorganized, merged or
consolidated Company's then outstanding securities, or a
liquidation or dissolution of the Company or of the sale of
all or substantially all of the Company's assets. The Company
shall have the duty to inform the Trustee in writing upon the
occurrence of a Change of Control. The Trustee shall be
entitled to conclusively rely upon such written certification
of the Company.
SECTION 15. RELIANCE ON REPRESENTATIONS.
(a) The Company and the Trustee each acknowledge that the other
will be relying, and shall be entitled to rely, on the
representations, undertakings and acknowledgments of the other
as set forth in this Agreement. The Company and the Trustee
each agree to notify the other promptly if any of its
representations, undertakings, or acknowledgments set forth in
this Agreement ceases to be true.
(b) The Company and the Trustee hereby each represent and warrant
to the other that it has full authority to enter into this
Agreement upon the terms and conditions hereof and that the
individual executing this Agreement on their behalf has the
requisite authority to bind the Company and the Trustee to
this Agreement.
The effective date of this Trust Agreement shall be the 1st day of July, 2001.
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IN WITNESS WHEREOF, THE COMPANY AND THE TRUSTEE HAVE EXECUTED THIS TRUST
AGREEMENT EACH BY ACTION OF A DULY AUTHORIZED PERSON.
OIL STATES INTERNATIONAL, INC.
BY:____________________________________
NAME:__________________________________
TITLE:_________________________________
DATE:__________________________________
BOSTON SAFE DEPOSIT AND TRUST COMPANY
BY:____________________________________
NAME:__________________________________
TITLE:_________________________________
DATE:__________________________________