þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
(State or other jurisdiction of incorporation or organization) |
76-0207995
(I.R.S. Employer Identification No.) |
|
2929 Allen Parkway, Suite 2100, Houston, Texas | 77019-2118 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common Stock, $1 Par Value per Share | New York Stock Exchange | |
SWX Swiss Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
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EX-101 DEFINITION LINKBASE DOCUMENT |
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2929 Allen Parkway, Suite 2100
Houston, TX 77019-2118
Attention: Investor Relations
Telephone: (713) 439-8039
Table of Contents
The Drilling and Evaluation segment consists of the following product lines: drilling
fluids, drill bits, directional drilling, drilling evaluation services, wireline formation
evaluation, wireline completion and production services and reservoir technology and
consulting. The Drilling and Evaluation segment provides products and services used to
drill and evaluate oil and natural gas wells as well as consulting services used in the
analysis of oil and gas reservoirs.
The Completion and Production segment consists of the following product lines: wellbore
construction and completion, specialty chemicals, artificial lift systems, permanent
monitoring systems, chemical injection systems, integrated operations and project
management. The Completion and Production segment provides equipment and services used
from the completion phase through the productive life of oil and natural gas wells.
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the severity and duration of the winter in North America can have a significant impact on
gas storage levels and drilling activity for natural gas;
the timing and duration of the spring thaw in Canada directly affects activity levels due
to road restrictions;
hurricanes can disrupt coastal and offshore drilling and production operations;
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severe weather during the winter months normally results in reduced activity levels in
the North Sea and Russia; and
large export orders which tend to be sold in the second half of a calendar year.
Name
Age
57
Chairman of the Board, President and Chief
Executive Officer of the Company since
February 2008. Chairman of the Board and
Chief Executive Officer from 2004 to 2008.
President and Chief Executive Officer of
Hanover Compressor Company from 2002 to 2004.
Senior Advisor to Schlumberger Oilfield
Services from 1999 to 2001. Executive Vice
President of Schlumberger from 1998 to 1999.
Employed by the Company in 2004.
52
Senior Vice President and Chief Financial
Officer of the Company since 2006. Segment
Controller of Refining and Marketing for BP
plc from 2003 to 2006. Mr. Ragauss joined BP
plc in 1998 as Assistant to the Group Chief
Executive until 2000 when he became Chief
Executive Officer of Air BP. Vice President
of Finance and Portfolio Management for Amoco
Energy International immediately prior to its
merger with BP in 1998. Vice President of
Finance for El Paso Energy International from
1996 to 1998 and Vice President of Corporate
Development for Tenneco Energy in 1996.
Employed by the Company in 2006.
58
Senior Vice President and General Counsel of
the Company since 2007. Vice President and
General Counsel from 2000 to 2007. Executive
Vice President, General Counsel and Secretary
of Crown, Cork & Seal Company, Inc. from 1999
to 2000. Vice President and General Counsel
from 1996 to 1999, and Assistant General
Counsel from 1988 to 1996, of Union Texas
Petroleum Holdings, Inc. Employed by the
Company in 2000.
50
Senior Vice President and Chief Operating
Officer effective April 30, 2009. Group
President of Drilling and Evaluation since
2007 and Vice President of the Company from
2005 until April 30, 2009. President of
INTEQ from 2005 to 2007. President of Baker
Atlas from February 2005 to August 2005.
Vice President of Worldwide Operations for
Baker Atlas from 2003 to 2005 and Vice
President, Marketing and Business Development
for Baker Atlas from 2001 to 2003; Region
Manager for Baker Atlas in Latin America and
Asia and Region Manager for E&P Solutions
from 1995 to 2001. Employed by the Company
in 1986.
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Name
Age
58
Vice President, and Chief Security Officer,
Health, Safety, Environment and Security of
the Company since 2009. Chief Security
Officer from June 2006 to January 2009. Vice
President and Security Officer of Innovene
from 2005 to 2006; Vice President, Resources
& Capabilities for
HSSE for BP from 2003 to 2005 and Vice President, Real Estate and
Management Services for BP from 1998 to 2003. Employed by the Company in
2006.
47
Vice President of the Company and President
Eastern Hemisphere Operations since 2009.
Vice President/Director HSE of Schlumberger
Limited from May 2008 to May 2009.
President of Well Services, a Schlumberger
product line, from 2006 to 2008. Vice
President Strategic Marketing Oilfield
Services for Europe, Africa and CIS of
Schlumberger from 2004 to 2006. Various
other positions at Schlumberger from 1989
to 2008. Employed by the Company in 2009.
46
Vice President, Human Resources of the
Company since 2007. Group Human Resources
Director of Coats Plc, a global company
engaged in the sewing thread and
needlecrafts industry, from 2002 to 2007.
Business Development of ID Applications for
Gemplus S.A., a global company in the
Smart Card industry, from 2000 to 2001.
Various human resources positions at
Schlumberger from 1989 to 2000. Employed
by the Company in 2007.
55
Vice President and Controller of the
Company since 1999. Western Hemisphere
Controller of Baker Oil Tools from 1997 to
1999 and Director of Corporate Audit for
the Company from 1990 to 1996. Employed by
the Company in 1990.
58
Vice President, Chief Compliance Officer
and Senior Deputy General Counsel of the
Company since 2004. Shareholder at
Winstead Sechrest & Minick P.C. from 2001
to 2004. Partner, Phelps Dunbar from 2000
to 2001 and Partner, Andrews & Kurth from
1996 to 2000. Employed by the Company in
2004.
39
Vice President of the Company since December 2008. President, Products and Technology since
May 2009. Chief Technology and Marketing Officer of the Company from December 2008 to May 2009.
Chief Executive Officer of WellDynamics, Inc. from May 2007 to November 2008. Vice President
Business Development, Technology and Marketing of WellDynamics, Inc. from April 2006 to May 2007;
Technology Director and Chief Technology Officer from January 2004 to April 2006; Research and
Development Manager from August 2002 to January 2004 and Reliability Assurance Engineer from April
2001 to August 2002 of WellDynamics, Inc.
Well Engineer, Shell U.K. Exploration
and Production 1997 to 2001. Employed by
the Company in 2008.
61
Vice President of the Company since 1998
and President Western Hemisphere Operations
since May 2009. President of Baker
Petrolite Corporation from 2005 to May
2009. President of Baker Hughes Drilling
Fluids from 2004 to 2005. Vice President,
Business Process Development of the Company
from 1998 to 2002; Vice President,
Manufacturing, of Baker Oil Tools from 1990
to 1998 and Plant Manager of Hughes Tool
Company from 1988 to 1990. Employed by the
Company in 1975.
47
Vice President Supply Chain of the Company
since April 2009. Vice President, Global
Supply Chain for Pratt and Whitney from
2007 to 2009. Sloan Fellows Program,
Innovation and Global Leadership at
Massachusetts Institute of Technology from
2006 to 2007. General Manager, Combustors,
Augmenters and Nozzles of Pratt and Whitney
from 2005 to 2006. Various managerial
positions at Pratt and Whitney from 1995 to
2006. Employed by the Company in 2009.
51
Vice President and Chief Information
Officer of the Company since September
2008. Corporate Vice President, Motorola
Global Services from 2007 to 2008 and
Corporate Vice President and Chief
Information Officer of Motorolas Network
and Enterprise Group from 2006 to 2007.
Employed by General Motors from 1997 to
2006 as Global Information Systems Officer
for Computing and Telecommunications
Services from 2003 to 2006 and Global
Manufacturing and Quality Information
Systems Officer from 1997 to 2003.
Employed by the Company in 2008.
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having to pay certain significant costs relating to the merger without receiving the
benefits of the merger, including in certain circumstances a termination fee of $175
million to BJ Services;
the attention of our management will have been diverted to the merger instead of on our
operations and pursuit of other opportunities that may have been beneficial to us; and
resulting negative customer perception could adversely affect our ability to compete
for, or to win, new and renewal business in the marketplace.
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Europe,
Africa, Russia,
Middle East,
Segment
North America
Latin America
Caspian
Asia Pacific
Total
20
3
4
2
29
10
1
4
2
17
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Total
Maximum
Number of
Number (or
Shares
Total
Approximate
Purchased
Number of
Dollar Value) of
as Part of a
Shares
Shares that May
Total Number
Average
Publicly
Average
Purchased
Yet Be
of Shares
Price Paid
Announced
Price Paid
in the
Purchased Under
Period
Purchased
(1)
Per Share
(1)
Program
(2)
Per Share
(2)
Aggregate
the Program
(3)
7,639
$
45.33
$
7,639
$
10,932
39.09
10,932
18,571
$
41.66
$
18,571
$
1,197,127,803
(1)
Represents shares purchased from employees to pay the option exercise price related to
stock-for-stock exchanges in option exercises or to satisfy the tax withholding obligations in
connection with the vesting of restricted stock awards and restricted stock units.
(2)
There were no share repurchases during the three months ended December 31, 2009.
(3)
Our Board of Directors has authorized a program to repurchase our common stock from time to
time. During the fourth quarter of 2009, we did not repurchase any shares of our common
stock. We had authorization remaining to repurchase up to a total of $1,197 million of our
common stock.
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2004
2005
2006
2007
2008
2009
$
100.00
$
143.78
$
177.82
$
194.45
$
77.66
$
101.12
100.00
104.91
121.48
128.15
80.74
102.22
100.00
148.57
171.65
253.87
103.64
165.63
*
Total return assumes reinvestment of dividends on a quarterly basis.
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Year Ended December 31,
(In millions, except per share amounts)
2009
2008
2007
2006
2005
$
9,664
$
11,864
$
10,428
$
9,027
$
7,185
7,397
7,954
6,845
5,876
5,024
397
426
372
339
300
1,120
1,046
933
878
628
18
62
8,932
9,488
8,150
7,093
5,952
732
2,376
2,278
1,934
1,233
2
1
60
100
28
1,744
4
(25
)
(131
)
(89
)
(66
)
(69
)
(72
)
6
27
44
68
18
611
2,319
2,257
3,737
1,279
(190
)
(684
)
(743
)
(1,338
)
(405
)
421
1,635
1,514
2,399
874
20
5
421
1,635
1,514
2,419
879
(1
)
$
421
$
1,635
$
1,514
$
2,419
$
878
$
1.36
$
5.32
$
4.76
$
7.26
$
2.58
1.36
5.30
4.73
7.21
2.56
0.60
0.56
0.52
0.52
0.48
$
1,595
$
1,955
$
1,054
$
1,104
$
774
4,612
4,634
3,837
3,346
2,479
11,439
11,861
9,857
8,706
7,807
1,785
1,775
1,069
1,074
1,078
7,284
6,807
6,306
5,243
4,698
Notes To Selected Financial Data
(1)
Gain (loss) on investments.
2009 income from continuing operations includes a $4 million
gain on the settlement of auction rate securities (ARS). 2008 income from continuing
operations includes a charge for impairment loss of $25 million relating to ARS.
(2)
Litigation settlement.
2008 income from continuing operations includes a net charge of $62
million relating to the settlement of litigation with ReedHycalog.
(3)
Gain on sale of product line
. 2008 income from continuing operations includes $28 million
for the gain on the sale of the Completion and Production segments Surface Safety Systems
(SSS) product line.
(4)
Equity in income of affiliates and gain on sale of interest in affiliate
. On April 28, 2006,
we sold our 30% interest in WesternGeco, a seismic venture we formed with Schlumberger in
2000, and recorded a gain of $1,744 million on the sale.
(5)
Discontinued operations
. The selected financial data includes reclassifications to reflect
Baker Supply Products Division, as discontinued operations.
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2009
2008
2007
$
61.99
$
99.92
$
72.23
3.94
8.89
6.96
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2009
2008
2007
1,046
1,814
1,695
44
65
73
222
382
343
1,312
2,261
2,111
356
384
355
43
45
48
41
53
29
62
65
66
252
280
265
243
252
241
997
1,079
1,004
2,309
3,340
3,115
2009
2008
2007
$
%
$
%
$
%
$
9,664
100
%
$
11,864
100
%
$
10,428
100
%
7,397
77
%
7,954
67
%
6,845
66
%
397
4
%
426
4
%
372
4
%
1,120
12
%
1,046
9
%
933
9
%
Twelve Months Ended
December 31,
Increase
2009
2008
(decrease)
% Change
$
3,584
$
5,178
$
(1,594
)
(31
)%
1,134
1,127
7
1
%
2,925
3,386
(461
)
(14
)%
2,021
2,173
(152
)
(7
)%
$
9,664
$
11,864
$
(2,200
)
(19
)%
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Twelve Months Ended
December 31,
Increase
2008
2007
(decrease)
% Change
$
5,178
$
4,441
$
737
17
%
1,127
903
224
25
%
3,386
3,076
310
10
%
2,173
2,008
165
8
%
$
11,864
$
10,428
$
1,436
14
%
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We have a comprehensive employee compliance training program covering substantially all
employees. This includes requiring all employees to take web-based FCPA training and
testing modules, which are available in numerous languages; mandatory global, in-person,
customized training on anti-bribery compliance for key managers, customs/logistics
personnel, sponsors of commercial sales representatives, persons dealing with petty cash,
invoice coding and approval, and expense account approval, sales/marketing personnel
dealing with national oil companies and specially designed training for all new employees.
In addition, our programs allow us to verify the prompt training of new employees regarding
our Core Values, Business Code of Conduct and Compliance Standards;
We have comprehensive internal policies over such areas as facilitating payments;
travel, entertainment, gifts and charitable donations connected to non-U.S. government
officials; payments to non-U.S. commercial sales representatives; due diligence procedures
for commercial sales representatives, processing consultants and professional consultants;
non-U.S. community contributions; real estate transactions in selected countries; and the
use of non-U.S. police or military organizations for security purposes. In addition, we
have country-specific guidance for customs standards, export and re-export controls,
economic sanctions and antiboycott laws;
We have a special compliance committee, which is made up of senior officers, that meets
no less than twice a year to review the oversight reports for all active commercial sales
representatives;
We use technology to monitor and report on compliance matters, including a web-based
antiboycott reporting tool and a global trade management software tool;
We have a whistleblower program designed to encourage reporting of any ethics or
compliance matter without fear of retaliation including a worldwide Business Helpline
operated by a third party and currently available toll-free in 150 languages to ensure that
our helpline is easily accessible to employees in their own language;
We have a Blue Ribbon Panel comprised of well-known outside experts advising us in the
areas of securities and compliance laws;
We have continued our reduction of the use of commercial sales representatives (CSRs)
and processing agents, including the reduction of customs agents. We have also continued
to enhance our channels of communication regarding agents while streamlining our compliance
due diligence process for agents, including more clearly delineating the responsibilities
of participants in the compliance due diligence process. We have adopted a risk-based
compliance due diligence procedure for professional agents, enhancing our process for
classifying distributors and creating a formal policy to guide business
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personnel in determining when subcontractors should be subjected to compliance due diligence.
We have also instituted a program to ensure that each of our internal sponsors regularly
reviews their CSRs, including a review with senior management;
We have adopted a risk-based compliance due diligence procedure for processing and
professional agents, enhancing our process for classifying distributors and creating a
formal policy to guide business personnel in determining when subcontractors should be
subjected to compliance due diligence;
We have reviewed and expanded the use of our centralized finance organization including
further implementation of our enterprise-wide accounting system and company-wide policies
regarding expense reporting, petty cash, the approval of invoice payments and general
ledger account coding. We also have consolidated our divisional audit functions and
redeployed some of these resources for corporate audits. Further, we have restructured our
corporate audit function, and are incorporating additional anti-corruption procedures into
some of our audits, which are applied on a country-wide basis. We are also continuing to
refine and enhance our procedures for FCPA compliance reviews, risk assessments, and legal
audit procedures;
We continue to work to ensure that we have adequate legal compliance coverage around the
world, including the coordination of compliance advice and training across all regions and
countries where we do business. We have also worked to create simplified summaries, flow
charts, and FAQs (Frequently Asked Questions) to accompany each of our compliance related
policies and we are supplementing our existing policies. At the same time, we are taking
steps to achieve further centralization of our customs and logistics function including the
development of uniform and simplified customs policies and procedures. We are also
developing uniform procedures for the verification and documentation of services provided
by customs agents and a training program in which customs and logistics personnel receive
specialized training focused specifically on risks associated with the customs process. We
have also adopted a written plan for reviewing and reducing the number of our customs
agents and freight forwarders;
We are continuing to centralize our human resources function, including creating
consistent standards for pre-hire screening of employees, the screening of existing
employees prior to promoting them to positions where they may be exposed to
corruption-related risks, and creating a uniform policy for on-boarding training. We are
implementing a training program that identifies employees for compliance training and sets
appropriate training schedules based on job function and risk profile in addition to
employment grade. Further, the contents of our training programs are being tailored to
address the different risks posed by different categories of employees. We are
supplementing our FCPA electronic training module while taking steps to ensure that
training is available in the principal local languages of our employees and that local
anti-corruption laws are discussed as part of our compliance training. We have also worked
to ensure that our helpline is easily accessible to employees in their own language as well
as taking actions to counter any cultural norms that might discourage employees from using
the helpline. We continue to provide a regular and consistent message from senior
management that compliance with our Code of Conduct is obligatory, everyone at Baker Hughes
is accountable for upholding its requirements, and emphasizes that compliance is a positive
factor in the continued success of our business.
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2009
2008
2007
$
1,239
$
1,614
$
1,475
(966
)
(1,170
)
(620
)
(675
)
541
(593
)
A decrease in accounts receivable provided $399 million in cash compared with using $515
million in 2008. The change in accounts receivable was primarily due to the decrease in
activity offset by an increase in the days sales outstanding
(defined as the average number of days our net trade receivables are outstanding based on quarterly revenues)
by approximately nine days,
reflecting a slowdown in customer payments.
Inventory provided $240 million in cash compared with using $371 million in 2008 due to
activity decreases.
A decrease in accounts payable used $89 million in cash in 2009 compared with providing
$242 million in cash in 2008. This decrease in accounts payable corresponds with the
decrease in operating assets to support decreased activity.
Accrued employee compensation and other accrued liabilities used $130 million in cash in
2009 compared with providing $90 million in cash in 2008. The change was primarily due to
an increase in payments in 2009 compared to 2008 primarily related to employee bonuses
earned in 2008 but paid in 2009.
Our contributions to our defined benefit pension plans in 2009 and 2008 totaled $15
million in each year.
An increase in accounts receivable used $515 million in cash in 2008 compared with using
$309 million in cash in 2007. This increase in accounts receivable was primarily due to the
increase in revenues. Days sales outstanding (defined as the average number of days our net
trade receivables are outstanding based on quarterly revenues) remained flat.
A build up in inventory related to increased activity used $371 million in cash in 2008
compared with using $142 million in cash in 2007.
An increase in accounts payable provided $242 million in cash in 2008 compared with
providing $26 million in cash in 2007. This increase in accounts payable was primarily due
to an increase in operating assets to support increased activity.
Accrued employee compensation and other accrued liabilities provided $90 million in cash
in 2008 compared with using $139 million in cash in 2007. The increase in cash was
primarily due to payments made in 2007 that were greater than payments
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made in 2008 including payments related to employee bonuses, non-income tax liabilities and
the payment of $44 million related to the settlement of the investigations by the SEC and DOJ.
Our contributions to our defined benefit pension plans in 2008 were $15 million compared
to 2007 contributions of $21 million, a decrease of $6 million driven primarily by the
change in exchange rates in non-U.S. locations.
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Payments Due by Period
Less Than
2 - 3
4 - 5
More than
Total
1 year
Years
Years
5 Years
$
1,815
$
15
$
$
500
$
1,300
1,352
129
258
224
741
445
126
150
67
102
221
219
2
53
10
17
5
21
339
115
160
43
21
$
4,225
$
614
$
587
$
839
$
2,185
(1)
Amounts represent the expected cash payments for our total debt and do not include
any unamortized discounts, deferred issuance costs or net deferred gains on terminated
interest rate swap agreements.
(2)
Amounts represent the expected cash payments for interest on our long-term debt.
(3)
We enter into operating leases in the normal course of business. Some lease
agreements provide us with the option to renew the lease. Our future operating lease payments
as reflected in the table above would change if we exercised these renewal options and if we
entered into additional operating lease agreements.
(4)
Purchase obligations include agreements to purchase goods or services that are
enforceable and legally binding and that specify all significant terms, including: fixed or
minimum quantities to be purchased; fixed, minimum or variable price provisions; and the
approximate timing of the transaction. Purchase obligations exclude agreements that are
cancelable at anytime without penalty.
(5)
Amounts represent other long-term liabilities, including the current portion,
reflected in the consolidated balance sheet where both the timing and amount of payment
streams are known. Amounts include: payments for certain environmental remediation
liabilities, payments for deferred compensation, payouts under acquisition agreements and
payments for certain asset retirement obligations. Amounts do not include: payments for
pension contributions and payments for various postretirement welfare benefit plans and
postemployment benefit plans.
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(6)
The estimated income tax liabilities for uncertain tax positions will be settled as a result of
expiring statutes, audit activity, competent authority proceedings related to transfer pricing,
or final decisions in matters that are the subject of litigation in various taxing jurisdictions
in which we operate. The timing of any particular settlement will depend on the length of the
tax audit and related appeals process, if any, or an expiration of a statute. If a liability is
settled due to a statute expiring or a favorable audit result, the settlement of the tax
liability would not result in a cash payment.
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2008
2009
2010
2011
2012
2013
Thereafter
Total
$
$
$
$
$
$
500
$
1,300
$
1,800
6.73
%
7.61
%
7.37
%
$
$
525
$
$
$
$
500
$
1,300
$
2,325
5.90
%
(3)
6.73
%
7.07
%
7.03
%
(3)
(1)
Amounts do not include any unamortized discounts, deferred issuance costs or net
deferred gains on terminated interest rate swap agreements.
(2)
Fair market value of fixed rate long-term debt was $2,111 million at
December 31, 2009 and $2,455 million at December 31, 2008.
(3)
Includes the effect of the amortization of net deferred gains on terminated interest
rate swap agreements.
Table of Contents
Table of Contents
/s/ PETER A. RAGAUSS
/s/ ALAN J. KEIFER
Peter A. Ragauss
Alan J. Keifer
Senior Vice President and
Vice President and
Chief Financial Officer
Controller
February 25, 2010
Table of Contents
Houston, Texas
February 25, 2010
Table of Contents
Houston, Texas
February 25, 2010
Table of Contents
Consolidated Statements of Operations
(In millions, except per share amounts)
Year Ended December 31,
2009
2008
2007
$
4,809
$
5,734
$
5,171
4,855
6,130
5,257
9,664
11,864
10,428
3,858
4,081
3,517
3,539
3,873
3,328
397
426
372
1,120
1,046
933
18
62
8,932
9,488
8,150
732
2,376
2,278
2
1
28
4
(25
)
(131
)
(89
)
(66
)
6
27
44
611
2,319
2,257
(190
)
(684
)
(743
)
$
421
$
1,635
$
1,514
$
1.36
$
5.32
$
4.76
$
1.36
$
5.30
$
4.73
Table of Contents
Consolidated Balance Sheets
(In millions, except par value)
December 31,
2009
2008
ASSETS
$
1,595
$
1,955
2,331
2,759
1,836
2,021
268
231
195
179
6,225
7,145
3,161
2,833
1,418
1,389
195
198
440
296
$
11,439
$
11,861
LIABILITIES AND STOCKHOLDERS EQUITY
$
821
$
888
15
558
448
530
95
272
234
263
1,613
2,511
1,785
1,775
309
384
379
317
69
67
312
309
874
745
6,512
6,276
(414
)
(523
)
7,284
6,807
$
11,439
$
11,861
Table of Contents
Consolidated Statements of Stockholders Equity
(In millions, except per share amounts)
Capital
Accumulated
in Excess
Other
Common
of
Retained
Comprehensive
Stock
Par Value
Earnings
Loss
Total
$
320
$
1,600
$
3,510
$
(187
)
$
5,243
25
25
(64
)
(64
)
$
320
$
1,600
$
3,471
$
(187
)
$
5,204
1,514
72
71
1,657
2
66
68
19
19
46
46
(6
)
(515
)
(521
)
(167
)
(167
)
$
316
$
1,216
$
4,818
$
(44
)
$
6,306
(4
)
(4
)
316
1,216
4,814
(44
)
6,302
1,635
(354
)
(125
)
1,156
2
76
78
11
11
60
60
(9
)
(618
)
(627
)
(173
)
(173
)
$
309
$
745
$
6,276
$
(523
)
$
6,807
421
122
(13
)
530
3
43
46
(2
)
(2
)
88
88
(185
)
(185
)
$
312
$
874
$
6,512
$
(414
)
$
7,284
Table of Contents
Consolidated Statements of Cash Flows
(In millions)
Year Ended December 31,
2009
2008
2007
$
421
$
1,635
$
1,514
711
637
521
(4
)
25
88
60
51
(256
)
(21
)
(4
)
(28
)
(64
)
(101
)
(79
)
94
31
22
399
(515
)
(309
)
240
(371
)
(142
)
(89
)
242
26
(130
)
90
(139
)
(169
)
76
129
(125
)
13
(38
)
(4
)
(15
)
(108
)
14
1,239
1,614
1,475
(1,086
)
(1,303
)
(1,127
)
163
222
179
31
10
(58
)
(120
)
15
(2,521
)
2,839
(966
)
(1,170
)
(620
)
(16
)
15
14
(525
)
1,235
51
87
67
(627
)
(521
)
(185
)
(173
)
(167
)
4
14
(675
)
541
(593
)
42
(84
)
42
(360
)
901
304
1,955
1,054
750
$
1,595
$
1,955
$
1,054
$
604
$
621
$
717
$
154
$
86
$
76
$
29
$
43
$
40
Table of Contents
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
2009
2008
2007
$
88
$
60
$
51
(15
)
(11
)
(11
)
$
73
$
49
$
40
Table of Contents
Notes to Consolidated Financial Statements (continued)
2009
2008
2007
6.0
5.5
5.1
2.6
%
3.1
%
4.8
%
41.2
%
31.4
%
28.6
%
1.8
%
0.8
%
0.7
%
$
12.66
$
23.64
$
24.20
Weighted Average
Exercise Price
Number of Options
Per Option
3,470
$
59.92
2,311
35.03
(40
)
29.16
(55
)
49.18
(10
)
36.77
5,676
$
50.16
Table of Contents
Notes to Consolidated Financial Statements (continued)
Outstanding
Exercisable
Weighted
Weighted
Average
Weighted
Average
Weighted
Remaining
Average
Remaining
Average
Contractual
Exercise
Contractual
Exercise
Number of
Life
Price Per
Number of
Life
Price Per
Range of Exercise Prices
Options
(In years)
Option
Options
(In years)
Option
14.79
$
16.78
3
3.7
$
15.84
3
3.7
$
15.84
22.88
33.32
1,286
7.6
29.35
377
4.0
29.73
34.45
46.48
2,146
7.5
39.77
860
4.4
40.22
56.21
82.28
2,218
7.1
71.94
1,639
6.7
71.20
86.50
86.50
23
8.6
86.50
8
8.6
86.50
5,676
7.4
$
50.16
2,887
5.7
$
56.54
Weighted
Weighted
Average
Average
RSA
Grant Date
RSU
Grant Date
Number of
Fair Value
Number of
Fair Value
Shares
Per Share
Units
Per Unit
902
$
69.63
325
$
74.74
1,091
31.18
427
31.54
(412
)
68.28
(116
)
73.41
(65
)
44.61
(42
)
45.56
1,516
$
43.40
594
$
46.01
Table of Contents
Notes to Consolidated Financial Statements (continued)
2009
2008
2007
1.0
1.0
1.0
0.3
%
3.2
%
4.9
%
69.5
%
32.8
%
30.5
%
1.9
%
0.6
%
0.7
%
$
4.81
$
10.01
$
9.07
8.44
11.44
10.39
$
13.25
$
21.45
$
19.46
2009
2008
2007
$
65
$
292
$
366
381
413
381
446
705
747
(210
)
(14
)
19
(46
)
(7
)
(23
)
(256
)
(21
)
(4
)
$
190
$
684
$
743
2009
2008
2007
$
(18
)
$
795
$
877
629
1,524
1,380
$
611
$
2,319
$
2,257
Table of Contents
Notes to Consolidated Financial Statements (continued)
2009
2008
2007
$
214
$
812
$
790
(61
)
(134
)
(84
)
38
3
(1
)
6
19
18
(7
)
(16
)
20
$
190
$
684
$
743
2009
2008
$
29
$
9
233
206
51
71
131
124
49
35
76
36
171
54
8
16
63
55
811
606
(142
)
(77
)
669
529
142
139
64
124
43
45
249
308
$
420
$
221
Table of Contents
Notes to Consolidated Financial Statements (continued)
Gross
Unrecognized
Tax Benefits,
Excluding
Total Gross
Interest and
Interest and
Unrecognized
Penalties
Penalties
Tax Benefits
$
354
$
69
$
423
3
21
24
20
5
25
(22
)
(5
)
(27
)
8
4
12
363
94
457
(7
)
10
3
17
5
22
(24
)
(10
)
(34
)
(20
)
(17
)
(37
)
(6
)
(4
)
(10
)
323
78
401
(75
)
10
(65
)
16
6
22
(6
)
(2
)
(8
)
(9
)
(4
)
(13
)
1
1
2
$
250
$
89
$
339
Table of Contents
Notes to Consolidated Financial Statements (continued)
Earliest Open Tax
Earliest Open Tax
Jurisdiction
Period
Jurisdiction
Period
1998
Norway
1999
2003
United Kingdom
2004
1999
United States
2002
2009
2008
2007
310
307
318
1
2
2
311
309
320
4
2
1
2009
2008
$
1,570
$
1,693
126
175
140
153
$
1,836
$
2,021
Depreciation
Period
2009
2008
$
81
$
85
1 - 30 years
1,136
878
1 - 20 years
3,384
3,082
1 - 15 years
2,228
1,991
6,829
6,036
(3,668
)
(3,203
)
$
3,161
$
2,833
Table of Contents
Notes to Consolidated Financial Statements (continued)
Drilling
Completion
and
and
Evaluation
Production
Total
$
914
$
440
$
1,354
45
45
9
9
(17
)
(2
)
(19
)
951
438
1,389
9
9
8
1
9
11
11
$
979
$
439
$
1,418
2009
2008
Gross
Gross
Carrying
Accumulated
Carrying
Accumulated
Amount
Amortization
Net
Amount
Amortization
Net
$
277
$
(140
)
$
137
$
256
$
(122
)
$
134
13
(9
)
4
12
(7
)
5
36
(13
)
23
33
(6
)
27
41
(10
)
31
37
(5
)
32
1
(1
)
1
(1
)
$
368
$
(173
)
$
195
$
339
$
(141
)
$
198
Level 1: Quoted prices in active markets for identical assets or liabilities (these are
observable market inputs). The fair value hierarchy gives the highest priority to Level 1
inputs.
Level 2: Observable prices that are based on inputs not quoted on active markets
(includes quoted market prices for similar assets or identical or similar assets in markets
in which there are few transactions, prices that are not current or vary substantially).
Level 3: Unobservable inputs that reflect the entitys own assumptions in pricing the
asset or liability (used when little or no market data is available).
Table of Contents
Notes to Consolidated Financial Statements (continued)
Fair Value Measurement at
December 31, 2009
Description
Total
Level 1
Level 2
Level 3
$
146
$
146
$
$
$
146
$
146
$
$
Fair Value Measurement at
December 31, 2008
Description
Total
Level 1
Level 2
Level 3
$
11
$
$
$
11
112
112
$
123
$
112
$
$
11
$
112
$
112
$
$
Level 3
Fair Value Measurements
Auction Rate Securities
$
36
(25
)
$
11
4
(15
)
$
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
2009
2008
$
$
325
200
504
495
741
740
148
148
392
392
15
33
1,800
2,333
15
558
$
1,785
$
1,775
Table of Contents
Notes to Consolidated Financial Statements (continued)
The Drilling and Evaluation segment consists of the following product lines: drilling
fluids, drill bits, directional drilling, drilling evaluation services, wireline formation
evaluation, wireline completion and production services and reservoir technology and
consulting. The Drilling and Evaluation segment provides products and services used to
drill and evaluate oil and natural gas wells as well as consulting services used in the
analysis of oil and gas reservoirs.
The Completion and Production segment consists of the following product lines: wellbore
construction and completion, specialty chemicals, artificial lift systems, permanent
monitoring systems, chemical injection systems, integrated operations and project
management. The Completion and Production segment provides equipment and services used
from the completion phase through the productive life of oil and natural gas wells.
Table of Contents
Notes to Consolidated Financial Statements (continued)
Drilling
Completion
and
and
Oilfield
Corporate
Evaluation
Production
Operations
and Other
Total
$
4,605
$
5,059
$
9,664
$
$
9,664
320
728
1,048
(437
)
611
5,419
4,451
9,870
1,569
11,439
629
455
1,084
2
1,086
467
233
700
11
711
$
6,049
$
5,815
$
11,864
$
$
11,864
1,398
1,282
2,680
(361
)
2,319
5,468
4,518
9,986
1,875
11,861
806
352
1,158
145
1,303
409
185
594
43
637
$
5,293
$
5,135
$
10,428
$
$
10,428
1,396
1,112
2,508
(251
)
2,257
4,720
4,096
8,816
1,041
9,857
774
352
1,126
1
1,127
335
162
497
24
521
2009
2008
2007
$
(298
)
$
(240
)
$
(229
)
(131
)
(89
)
(66
)
6
27
44
4
(25
)
(18
)
28
(62
)
$
(437
)
$
(361
)
$
(251
)
2009
2008
2007
$
1,266
$
1,684
$
795
17
20
7
1
2
1
10
28
38
275
141
200
$
1,569
$
1,875
$
1,041
Table of Contents
Notes to Consolidated Financial Statements (continued)
2009
2008
2007
$
3,091
$
4,512
$
3,822
493
666
619
3,584
5,178
4,441
1,134
1,127
903
2,925
3,386
3,076
2,021
2,173
2,008
$
9,664
$
11,864
$
10,428
2009
2008
2007
$
1,377
$
1,356
$
1,128
105
104
91
1,482
1,460
1,219
354
259
160
809
679
641
516
435
325
$
3,161
$
2,833
$
2,345
Table of Contents
Notes to Consolidated Financial Statements (continued)
Other Postretirement
U.S. Pension Benefits
Non-U.S. Pension Benefits
Benefits
2009
2008
2009
2008
2009
2008
$
303
$
280
$
227
$
319
$
158
$
156
29
38
3
3
8
10
20
21
15
21
10
11
51
(16
)
49
(36
)
(1
)
(1
)
(19
)
(16
)
(7
)
(8
)
(13
)
(18
)
(9
)
(1
)
(5
)
(4
)
18
(2
)
23
(70
)
375
303
327
227
157
158
290
459
197
306
77
(152
)
24
(45
)
2
3
13
17
13
18
(19
)
(16
)
(7
)
(8
)
(13
)
(18
)
(4
)
(4
)
(1
)
22
(73
)
346
290
248
197
$
(29
)
$
(13
)
$
(79
)
$
(30
)
$
(157
)
$
(158
)
Other Postretirement
U.S. Pension Benefits
Non-U.S. Pension Benefits
Benefits
2009
2008
2009
2008
2009
2008
$
$
4
$
$
11
$
$
(2
)
(2
)
(4
)
(1
)
(18
)
(15
)
(27
)
(15
)
(75
)
(40
)
(139
)
(143
)
$
(29
)
$
(13
)
$
(79
)
$
(30
)
$
(157
)
$
(158
)
Other Postretirement
U.S. Pension Benefits
Non-U.S. Pension Benefits
Benefits
2009
2008
2009
2008
2009
2008
$
375
$
17
$
327
$
43
n/a
n/a
366
17
313
36
$
157
$
158
346
248
2
n/a
n/a
Table of Contents
Notes to Consolidated Financial Statements (continued)
Other Postretirement
U.S. Pension Benefits
Non-U.S. Pension Benefits
Benefits
2009
2008
2009
2008
2009
2008
5.9
%
6.4
%
5.6
%
6.4
%
5.9
%
6.4
%
4.0
%
4.0
%
4.1
%
4.0
%
n/a
n/a
3.5
%
3.5
%
3.1
%
3.1
%
n/a
n/a
Other Postretirement
U.S. Pension Benefits
Non-U.S. Pension Benefits
Benefits
2009
2008
2009
2008
2009
2008
$
150
$
173
$
132
$
83
$
$
6
3
4
2
4
$
153
$
177
$
132
$
83
$
2
$
10
U.S. Pension Benefits
Non-U.S. Pension Benefits
Other Postretirement Benefits
2009
2008
2007
2009
2008
2007
2009
2008
2007
$
29
$
30
$
31
$
3
$
2
$
3
$
8
$
8
$
8
20
17
16
15
17
18
10
9
9
(25
)
(38
)
(34
)
(15
)
(20
)
(19
)
1
1
1
1
14
1
1
2
1
3
1
3
(1
)
(2
)
$
43
$
10
$
14
$
4
$
(2
)
$
5
$
19
$
18
$
18
U.S. Pension Benefits
Non-U.S. Pension Benefits
Other Postretirement Benefits
2009
2008
2007
2009
2008
2007
2009
2008
2007
6.3
%
6.3
%
6.0
%
6.4
%
5.7
%
5.0
%
6.3
%
6.3
%
6.0
%
8.5
%
8.5
%
8.5
%
7.2
%
7.2
%
6.9
%
n/a
n/a
n/a
4.0
%
4.0
%
4.0
%
4.0
%
4.1
%
3.9
%
n/a
n/a
n/a
3.5
%
3.5
%
n/a
3.1
%
3.1
%
n/a
n/a
n/a
n/a
Table of Contents
Notes to Consolidated Financial Statements (continued)
One Percentage
One Percentage
Point Increase
Point Decrease
$
0.4
$
(0.4
)
5.5
(5.0
)
Total Asset
Asset Category
Level 1
Level 2
Level 3
Value
$
$
95
$
$
95
78
78
55
55
48
48
30
30
23
23
13
13
4
4
$
$
333
$
13
$
346
(a)
A pooled fund with a strategy of investing in fixed income securities. The current
allocation includes: 35% in U.S. Government securities; 34% in residential mortgage backed;
26% in corporate bonds; and 5% in index-linked, commercial mortgage-backed and asset-backed
securities and cash.
(b)
Multi-manager strategy investing in common stocks of non-U.S. listed companies using both
value and growth approaches.
(c)
Multi-manager strategy investing in common stocks of smaller U.S. listed companies using both
value and growth approaches.
(d)
A passively managed commingled fund investing in common stocks of the S&P 500 Index.
Table of Contents
Notes to Consolidated Financial Statements (continued)
(e)
Multi-manager growth strategy investing in common stocks of U.S. listed, large capitalization
companies.
(f)
Multi-manager value strategy investing in common stocks of U.S. listed, large capitalization
companies.
(g)
Commingled fund investing in a diversified portfolio of U.S. based properties. The current
allocation includes: 30% Office, 28% Apartments, 24% Retail, 12% Industrial and 6% Hotel.
Total Asset
Asset Category
Level 1
Level 2
Level 3
Value
$
$
68
$
$
68
54
54
44
44
39
39
19
19
10
10
7
7
7
7
$
$
222
$
26
$
248
(a)
Invests passively in securities to achieve returns in line with the Financial Times (London)
Stock Exchange (FTSE) All-Share Index.
(b)
Invests in global securities from the worlds developed markets, including the U.S. and, on
an annualized basis, seeks to outperform the Morgan Stanley Capital International World Index
by 3%, over a complete market cycle.
(c)
Invests passively in securities to achieve returns in line with the FTSE U.K. Gilts Over 15
Year Index.
(d)
Invests passively in securities to achieve returns in line with the iBoxx £ non-gilts, over
15 years index.
(e)
Invests in a diversified range of property throughout the U.K., principally in the retail,
office and industrial/warehouse sectors.
(f)
Invests in securities to receive an investment return that is consistent with the security of
capital and a high degree of liquidity.
(g)
Invests passively in securities to receive returns in line with the FTSE U.K. Gilts
Index-Linked Over 5 Years Index.
Non-U.S.
U.S. Property
Non-U.S.
Insurance
Fund
Property Fund
Contracts
Total
$
19
$
18
$
7
$
44
(6
)
1
1
(4
)
(1
)
(1
)
$
13
$
19
$
7
$
39
Table of Contents
Notes to Consolidated Financial Statements (continued)
Other
U.S. Pension
Non-U.S. Pension
Postretirement
Year
Benefits
Benefits
Benefits
$
20
$
11
$
19
23
10
16
26
10
16
29
12
16
32
13
17
207
66
95
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Table of Contents
Notes to Consolidated Financial Statements (continued)
Pensions and
Foreign
Accumulated
Other
Currency
Other
Postretirement
Translation
Comprehensive
Benefits
Adjustments
Loss
$
(56
)
$
12
$
(44
)
(354
)
(354
)
1
1
2
2
(222
)
(222
)
1
1
26
26
67
67
(181
)
(342
)
(523
)
122
122
1
1
16
16
(22
)
(22
)
(10
)
(10
)
2
2
$
(194
)
$
(220
)
$
(414
)
First
Second
Third
Fourth
Total
Quarter
Quarter
Quarter
Quarter
Year
$
2,668
$
2,336
$
2,232
$
2,428
$
9,664
599
437
383
451
1,870
195
87
55
84
421
0.63
0.28
0.18
0.27
1.36
0.63
0.28
0.18
0.27
1.36
0.15
0.15
0.15
0.15
0.60
38.08
42.33
44.01
47.67
26.58
29.22
33.41
38.04
$
2,670
$
2,998
$
3,010
$
3,186
$
11,864
798
895
879
912
3,484
395
379
429
432
1,635
1.28
1.24
1.40
1.41
5.32
1.27
1.23
1.39
1.41
5.30
0.13
0.13
0.15
0.15
0.56
81.34
89.56
88.57
60.54
63.90
68.50
60.93
26.02
(1)
Represents revenues less cost of sales, cost of services and rentals and research
and engineering.
Table of Contents
Table of Contents
Number of Securities
Number of
Remaining Available
Securities to be
for Future Issuance
Issued Upon
Weighted Average
Under Equity
Exercise of
Exercise Price of
Compensation Plans
Outstanding
Outstanding
(excluding securities
Equity Compensation Plan
Options, Warrants
Options, Warrants
reflected in the first
Category
and Rights
and Rights
column)
2.0
$
53.64
1.4
3.7
48.27
0.6
5.7
50.17
2.0
7.2
5.7
$
50.17
9.2
(1)
The table includes the following nonstockholder-approved plans: the 1998 Employee
Stock Option Plan, the 2002 Employee Long-Term Incentive Plan and the Director Compensation
Deferral Plan. A description of each of these plans is set forth below.
(2)
The per share purchase price under the Baker Hughes Incorporated Employee Stock
Purchase Plan is determined in accordance with section 423 of the Code as 85% of the lower of
the fair market value of a share of our common stock on the date of grant or the date of
purchase.
Table of Contents
Table of Contents
(a)
List of Documents filed as part of this Report.
(1)
Financial Statements
All financial statements of the Registrant as set forth under Item 8 of this Annual Report on
Form 10-K.
(2)
Financial Statement Schedules
Schedule II Valuation and Qualifying Accounts
Table of Contents
(3)
Exhibits
Each exhibit identified below is filed as a part of this report. Exhibits designated with an
* are filed as an exhibit to this Annual Report on Form 10-K. Exhibits designated with a
+ are identified as management contracts or compensatory plans or arrangements. Exhibits
previously filed as indicated below are incorporated by reference.
Table of Contents
10.5+
Letter Agreement between Peter A. Ragauss and Baker Hughes Incorporated dated as
of March 27, 2006 (filed as Exhibit 10.1 to Current Report of Baker Hughes Incorporated
on Form 8-K filed March 31, 2006).
10.6+
Amendment and Restatement of the Baker Hughes Incorporated Change in Control
Severance Plan effective as of January 1, 2009 (filed as Exhibit 10.3 to Current Report
of Baker Hughes Incorporated on Form 8-K filed December 19, 2008).
10.7+
Form of Indemnification Agreement between Baker Hughes Incorporated and each of
the directors and executive officers (filed as Exhibit 10.4 to Annual Report of Baker
Hughes Incorporated on Form 10-K for the year ended December 31, 2003).
10.8+
Form of Amendment to the Indemnification Agreement between Baker Hughes
Incorporated and each of the directors and executive officers effective as of January 1,
2009 (filed as Exhibit 10.4 to Current Report of Baker Hughes Incorporated on Form 8-K
filed December 19, 2008).
10.9+
Baker Hughes Incorporated Director Retirement Policy for Certain Members of the
Board of Directors (filed as Exhibit 10.10 to Annual Report of Baker Hughes Incorporated
on Form 10-K for the year ended December 31, 2003).
10.10+
Baker Hughes Incorporated Director Compensation Deferral Plan, as amended and restated
effective as of January 1, 2009 (filed as Exhibit 10.2 to Quarterly Report of Baker
Hughes Incorporated on Form 10-Q for the quarter ended June 30, 2008).
10.11+
Amendment to Baker Hughes Incorporated Director Compensation Deferral Plan effective
as of January 1, 2009 (filed as Exhibit 10.5 to Current Report of Baker Hughes
Incorporated on Form 8-K filed on December 19, 2008).
10.12+
Baker Hughes Incorporated Executive Severance Plan, as amended and restated on
February 7, 2008 (filed as Exhibit 10.17 to Annual Report of Baker Hughes Incorporated
on Form 10-K for the year ended December 31, 2007).
10.13+
Amendment to Exhibit A of Baker Hughes Incorporated Executive Severance Plan as of
July 20, 2009 (filed as Exhibit 10.1 to Quarterly Report of Baker Hughes Incorporated on
Form 10-Q for the quarter ended June 30, 2009).
10.14+
Baker Hughes Incorporated Annual Incentive Compensation Plan, as amended and restated
on February 20, 2008 (filed as Exhibit 10.18 to Annual Report of Baker Hughes
Incorporated on Form 10-K for the year ended December 31, 2007).
10.15+
Amendment to the Baker Hughes Annual Incentive Compensation Plan effective as of
January 1, 2009 (filed as Exhibit 10.7 to Current Report of Baker Hughes Incorporated on
Form 8-K filed on December 19, 2008).
10.16+
Baker Hughes Incorporated Supplemental Retirement Plan, as amended and restated
effective as of January 1, 2009 (filed as Exhibit 10.1 to Quarterly Report of Baker
Hughes Incorporated on Form 10-Q for the quarter ended June 30, 2008).
10.17+
Amendment to the Baker Hughes Incorporated Supplemental Retirement Plan effective as
of January 1, 2009 (filed as Exhibit 10.6 to Current Report of Baker Hughes Incorporated
on Form 8-K filed on December 19, 2008).
10.18+
Long-Term Incentive Plan, as amended by Amendment No. 1999-1 to Long-Term Incentive
Plan (filed as Exhibit 10.18 to Annual Report of Baker Hughes Incorporated on Form 10-K
for the year ended December 31, 2002).
10.19+
Baker Hughes Incorporated 1998 Employee Stock Option Plan, as amended by Amendment No.
1999-1 to 1998 Employee Stock Option Plan (filed as Exhibit 10.3 to Quarterly Report of
Baker Hughes Incorporated on Form 10-Q for the quarter ended June 30, 2003).
10.20+
Baker Hughes Incorporated 2002 Employee Long-Term Incentive Plan (filed as Exhibit 4.4
to Registration Statement No. 333-87372 of Baker Hughes Incorporated on Form S-8 filed
May 1, 2002).
Table of Contents
10.21+
Amendment to Baker Hughes Incorporated 2002 Employee Long-Term Incentive Plan,
effective July 24, 2008 (filed as Exhibit 10.4 to Quarterly Report of Baker Hughes
Incorporated on Form 10-Q for the quarter ended June 30, 2008).
10.22+
Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan (filed as
Exhibit 10.2 to Quarterly Report of Baker Hughes Incorporated on Form 10-Q for the
quarter ended September 30, 2003).
10.23+
Amendment to 2002 Director & Officer Long-Term Incentive Plan, effective as of October
27, 2005 (filed as Exhibit 10.3 of Baker Hughes Incorporated to Quarterly Report on Form
10-Q for the quarter ended September 30, 2005).
10.24+
Amendment to Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive
Plan effective July 24, 2008 (filed as Exhibit 10.3 to Quarterly Report of Baker Hughes
Incorporated on Form 10-Q for the quarter ended June 30, 2008).
10.25*
Baker Hughes Incorporated Employee Stock Purchase Plan, as amended and restated,
effective as of January 1, 2010.
10.26+
Form of Stock Option Agreement for executive officers effective October 1, 1998 (filed
as Exhibit 10.37 to Annual Report of Baker Hughes Incorporated on Form 10-K for the year
ended December 31, 2000).
10.27+
Form of Nonqualified Stock Option Agreement for directors effective October 25, 1998
(filed as Exhibit 10.39 to Annual Report of Baker Hughes Incorporated on Form 10-K for
the year ended December 31, 2000).
10.28+
Form of Baker Hughes Incorporated Nonqualified Stock Option Agreement for executive
officers, dated January 24, 2001 (filed as Exhibit 10.41 to Annual Report of Baker
Hughes Incorporated on Form 10-K for the year ended December 31, 2001).
10.29+
Form of Baker Hughes Incorporated Nonqualified Stock Option Agreement for employees,
dated January 30, 2002 (filed as Exhibit 10.43 to Annual Report of Baker Hughes
Incorporated on Form 10-K for the year ended December 31, 2001).
10.30+*
Form of Baker Hughes Incorporated Nonqualified Stock Option Agreement with Terms and
Conditions for officers.
10.31+
Form of Baker Hughes Incorporated Incentive Stock Option Agreement for employees,
dated January 30, 2002 (filed as Exhibit 10.44 to Annual Report of Baker Hughes
Incorporated on Form 10-K for the year ended December 31, 2001).
10.32+
Form of Baker Hughes Incorporated Stock Option Award Agreements, with Terms and
Conditions (filed as Exhibit 10.46 to Annual Report of Baker Hughes Incorporated on Form
10-K for the year ended December 31, 2002).
10.33+*
Form of Baker Hughes Incorporated Incentive Stock Option Agreement with Terms and
Conditions for officers.
10.34+
Form of Restricted Stock Award Resolution, including Terms and Conditions (filed as
Exhibit 10.3 to Quarterly Report of Baker Hughes Incorporated on Form 10-Q for the
quarter ended March 31, 2004).
10.35+
Form of Baker Hughes Incorporated Restricted Stock Award Agreement (filed as Exhibit
10.54 to Annual Report on Form 10-K for the year ended December 31, 2004).
10.36+
Form of Baker Hughes Incorporated Restricted Stock Award Terms and Conditions (filed
as Exhibit 10.54 of Baker Hughes Incorporated to Annual Report on Form 10-K for the year
ended December 31, 2004).
10.37+*
Form of Baker Hughes Incorporated Restricted Stock Award with Terms and Conditions
for officers.
Table of Contents
10.38+
Form of Baker Hughes Incorporated Restricted Stock Unit Agreement, including Terms and
Conditions (filed as Exhibit 10.18 to Annual Report of Baker Hughes Incorporated on Form
10-K for the year ended December 31, 2007).
10.39+
Form of Baker Hughes Incorporated Restricted Stock Unit Agreement (filed as Exhibit
10.54 of Baker Hughes Incorporated to Annual Report on Form 10-K for the year ended
December 31, 2004).
10.40
Form of Baker Hughes Incorporated Restricted Stock Unit Terms and Conditions
(filed as Exhibit 10.54 of Baker Hughes Incorporated to Annual Report on Form 10-K for
the year ended December 31, 2004).
10.41+*
Form of Baker Hughes Incorporated Restricted Stock Unit Award Agreement and Terms and
Conditions for officers.
10.42+
Form of Baker Hughes Incorporated Restricted Stock Award, including Terms and
Conditions for directors (filed as Exhibit 10.40 of Baker Hughes Incorporated to Annual
Report on Form 10-K for the year ended December 31, 2005).
10.43+
Form of Baker Hughes Incorporated Stock Option Award Agreement, including Terms and
Conditions for directors (filed as Exhibit 10.41 of Baker Hughes Incorporated to Annual
Report on Form 10-K for the year ended December 31, 2005).
10.44+
Form of Baker Hughes Incorporated Performance Unit Award Agreement, including Terms
and Conditions (filed as Exhibit 10.42 to Annual Report of Baker Hughes Incorporated on
Form 10-K for the year ended December 31, 2007).
10.45+
Form of Baker Hughes Incorporated Performance Unit Award Agreement, including Terms
and Conditions (filed as Exhibit 10.42 of Baker Hughes Incorporated to Annual Report on
Form 10-K for the year ended December 31, 2005).
10.46+
Form of Amended Baker Hughes Incorporated 2006 Performance Unit Award Terms and
Conditions (filed as Exhibit 10.8 to Current Report of Baker Hughes Incorporated on Form
8-K filed December 19, 2008).
10.47+
Form of Amended Baker Hughes Incorporated 2007 Performance Unit Award Terms and
Conditions (filed as Exhibit 10.9 to Current Report of Baker Hughes Incorporated on Form
8-K filed December 19, 2008).
10.48+*
Form of Baker Hughes Incorporated Performance Unit Award Agreement and terms and
Conditions for officers.
10.49+
Performance Goals for the Performance Unit Award granted in 2006 (filed as Exhibit
10.43 of Baker Hughes Incorporated to Annual Report on Form 10-K for the year ended
December 31, 2005).
10.50+
Form of Performance Goals for the Performance Unit Awards (filed as Exhibit 10.44 of
Baker Hughes Incorporated to Annual Report on Form 10-K for the year ended December 31,
2006).
10.51+
Form of 2009 Performance Unit Award Agreement, including Terms and Conditions (filed
as Exhibit 10.2 to Current Report of Baker Hughes Incorporated on Form 8-K filed March
31, 2009).
10.52+*
Compensation Table for Named Executive Officers and Directors.
10.53
Form of Credit Agreement, dated as of July 7, 2005, among Baker Hughes
Incorporated, JPMorgan Chase Bank, N.A., as Administrative Agent and fourteen lenders
for $500 million, in the aggregate for all banks (filed as Exhibit 10.1 to Current
Report of Baker Hughes Incorporated on Form 8-K filed July 11, 2005).
10.54
First Amendment to the Credit Agreement dated June 7, 2006, among Baker Hughes
Incorporated and fifteen banks for $500 million, in the aggregate for all banks (filed
as Exhibit 10.1 to Current Report of Baker Hughes Incorporated on Form 8-K filed on June
12, 2006).
Table of Contents
10.55
Second Amendment to the Credit Agreement dated May 31, 2007, among Baker Hughes
Incorporated and fifteen banks for $500 million, in the aggregate for all banks (filed
as Exhibit 10.1 to Current Report of Baker Hughes Incorporated on Form 8-K filed June 4,
2007).
10.56
Third Amendment to Credit Agreement dated as of April 1, 2008, among Baker
Hughes Incorporated, JP Morgan Chase Bank, N.A., as Administrative Agent, and fifteen
lenders for $500 million, in the aggregate for all banks (filed as Exhibit 10.2 to
Current Report of Baker Hughes Incorporated on Form 8-K filed April 2, 2008).
10.57
Credit Agreement dated as of March 30, 2009, among Baker Hughes Incorporated, JP
Morgan Chase Bank, N.A., as Administrative Agent, and thirteen lenders for $500 million,
in the aggregate for all banks (filed as Exhibit 10.1 to Current Report of Baker Hughes
Incorporated on Form 8-K filed March 31, 2009).
10.58
Agreement of Resignation, Appointment and Acceptance by and among Baker Hughes
Incorporated, Citibank, N.A. and the Bank of New York Trust Company, N.A. dated as of
April 26, 2007, effective May 1, 2007 (filed as Exhibit 10.1 to Quarterly Report of
Baker Hughes Incorporated on Form 10-Q for the quarter ended March 31, 2007).
10.59
Agreement and Plan of Merger among Baker Hughes Incorporated, Baker Hughes
Delaware I, Inc. and Western Atlas Inc. dated as of May 10, 1998 (filed as Exhibit 10.30
to Annual Report of Baker Hughes Incorporated on Form 10-K for the year ended December
31, 2003).
10.60+
Employee Benefits Agreement dated October 31, 1997, between Western Atlas Inc. and
UNOVA Inc. (filed as Exhibit 10.32 to Annual Report of Baker Hughes Incorporated on Form
10-K for the year ended December 31, 2003).
10.61
Deferred Prosecution Agreement between Baker Hughes Incorporated and the United
States Department of Justice filed on April 26, 2007, with the United States District
Court of Texas, Houston Division (filed as Exhibit 10.4 to Quarterly Report of Baker
Hughes Incorporated on Form 10-Q for the quarter ended March 31, 2007).
10.62
Plea Agreement between Baker Hughes Services International, Inc. and the United
States Department of Justice filed on April 26, 2007, with the United States District
Court of Texas, Houston Division (filed as Exhibit 10.5 to Quarterly Report of Baker
Hughes Incorporated on Form 10-Q for the quarter ended March 31, 2007).
10.63+
Letter Agreement between Baker Hughes Incorporated and David H. Barr dated February
25, 2009 (filed as Exhibit 10.59 to Annual Report of Baker Hughes Incorporated on Form
10-K for the year ended December 31, 2008).
10.64+
Consulting Agreement between Baker Hughes Oilfield Operations, Inc. and David H. Barr
dated February 25, 2009 (filed as Exhibit 10.60 to Annual Report of Baker Hughes
Incorporated on Form 10-K for the year ended December 31, 2008).
10.65
Agreement and Plan of Merger dated as of August 30, 2009, among Baker Hughes
Incorporated, BSA Acquisition LLC and BJ Services Company (filed as Exhibit 2.1 to
Current Report of Baker Hughes incorporated on Form 8-K filed August 31, 2009).
21.1*
Subsidiaries of Registrant.
23.1*
Consent of Deloitte & Touche LLP.
31.1*
Certification of Chad C. Deaton, Chief Executive Officer, dated February 25,
2009, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2*
Certification of Peter A. Ragauss, Chief Financial Officer, dated February 25,
2009, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32*
Statement of Chad C. Deaton, Chief Executive Officer, and Peter A. Ragauss, Chief
Financial Officer, dated February 25, 2009, furnished pursuant to Rule 13a-14(b) of the
Securities Exchange Act of 1934, as amended.
Table of Contents
99.1
Administrative Proceeding, File No. 3-10572, dated September 12, 2001, as issued
by the Securities and Exchange Commission (filed as Exhibit 99.1 to Current Report of
Baker Hughes Incorporated on Form 8-K filed on September 19, 2001).
99.2
Baker Hughes Incorporated Information document filed on April 26, 2007, by the
United States Attorneys Office for the Southern District of Texas and the United States
Department of Justice (filed as Exhibit 99.1 to Quarterly Report of Baker Hughes
Incorporated on Form 10-Q for the quarter ended March 31, 2007).
99.3
Baker Hughes Services International, Inc. Information document filed on April 26,
2007, by the Untied States Attorneys Office for the Southern District of Texas and the
United States Department of Justice (filed as Exhibit 99.2 to Quarterly Report of Baker
Hughes Incorporated on Form 10-Q for the quarter ended March 31, 2007).
99.4
Sentencing Memorandum and Motion for Waiver of Pre-Sentence Investigation of
Baker Hughes Services International, Inc. (filed as Exhibit 99.3 to Quarterly Report of
Baker Hughes Incorporated on Form 10-Q for the quarter ended March 31, 2007).
99.5
Baker Hughes Services International, Inc. Sentencing Letter from the United
States Department of Justice dated April 24, 2007 (filed as Exhibit 99.4 to Quarterly
Report of Baker Hughes Incorporated on Form 10-Q for the quarter ended March 31, 2007).
99.6
The Complaint by the Securities and Exchange Commission vs. Baker Hughes
Incorporated filed on April 26, 2007, with the United States District Court of Texas,
Houston Division (filed as Exhibit 99.5 to Quarterly Report of Baker Hughes Incorporated
on Form 10-Q for the quarter ended March 31, 2007).
99.7
Final Judgment by the Securities and Exchange Commission as to Defendant Baker
Hughes Incorporated dated and filed on May 1, 2007, with the United States District
Court of Texas, Houston Division (filed as Exhibit 99.1 to Quarterly Report of Baker
Hughes Incorporated on Form 10-Q for the quarter ended June 30, 2007).
XBRL Instance Document
XBRL Schema Document
XBRL Calculation Linkbase Document
XBRL Label Linkbase Document
XBRL Presentation Linkbase Document
XBRL Definition Linkbase Document
**
Furnished with this Form 10-K, not filed.
Table of Contents
BAKER HUGHES INCORPORATED
Date: February 25, 2010
/s/ CHAD C. DEATON
Chad C. Deaton
Chairman of the Board, President and Chief Executive Officer
Table of Contents
Signature
Title
Date
Chairman of the Board, President and Chief
Executive Officer
February 25, 2010
(principal
executive officer)
Senior Vice President and Chief Financial Officer
February 25, 2010
(principal
financial officer)
Vice President and Controller
February 25, 2010
(principal
accounting officer)
Director
February 25, 2010
Director
February 25, 2010
Director
February 25, 2010
Director
February 25, 2010
Director
February 25, 2010
Director
February 25, 2010
Director
February 25, 2010
Director
February 25, 2010
Director
February 25, 2010
Director
February 25, 2010
Table of Contents
Balance at
Charged to
Charged to
Balance at
Beginning
Cost and
Other
End of
(In millions)
of Period
Expenses
Write-offs
(1)
Accounts
(2)
Period
$
74
$
94
$
(12
)
$
1
$
157
244
101
(53
)
5
297
59
31
(15
)
(1
)
74
221
61
(30
)
(8
)
244
51
22
(10
)
(4
)
59
212
43
(37
)
3
221
(1)
Represents the elimination of accounts receivable and inventory deemed uncollectible
or worthless.
(2)
Represents reclassifications, currency translation adjustments and divestitures.
-i-
-ii-
Section | ||||
ARTICLE IX PARTICIPATION IN PLAN BY OTHER RELATED CORPORATIONS
|
||||
|
||||
Participation Procedure
|
9.1 | |||
No Joint Venture Implied
|
9.2 | |||
|
||||
ARTICLE X TERMINATION AND AMENDMENT OF THE PLAN
|
||||
|
||||
Termination
|
10.1 | |||
Amendment
|
10.2 | |||
|
||||
ARTICLE XI MISCELLANEOUS
|
||||
|
||||
Plan Not An Employment Contract
|
11.1 | |||
Options Are Not Transferable
|
11.2 | |||
Voting of Shares of Stock
|
11.3 | |||
No Rights of Shareholder
|
11.4 | |||
Governmental Regulations
|
11.5 | |||
Notices
|
11.6 | |||
Indemnification of the Administrative Committee,
Compensation Committee and the Board
|
11.7 | |||
Tax Withholding
|
11.8 | |||
Gender and Number
|
11.9 | |||
Data Privacy
|
11.10 | |||
Notice of Disposition
|
11.11 | |||
Dispositions in Compliance with Securities Laws
|
11.12 | |||
Plan Not an Employment Contract
|
11.13 | |||
Beneficiary(ies)
|
11.14 | |||
Severability
|
11.15 | |||
Binding Effect
|
11.16 | |||
Limitation on Liability
|
11.17 | |||
Arbitration
|
11.18 | |||
Governing Law
|
11.19 |
-iii-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
BAKER HUGHES INCORPORATED
|
||||
Chad C. Deaton Chairman, President & CEO | ||||
1. | TERMINATION OF EMPLOYMENT. The following provisions will apply in the event Participants employment with the Company and all Affiliates of the Company (collectively, the Company Group ) terminates or a Change in Control of the Company occurs before the Expiration Date set forth in the Agreement: |
1
2. | PROHIBITED ACTIVITY . Notwithstanding any other provision of these Terms and Conditions or the Agreement, if Participant engages in a Prohibited Activity, as described below, while employed by one or more members of the Company Group or within two years after the date Participants employment with the Company Group terminates, then all of Participants rights in the option, to the extent still outstanding at that time, shall immediately terminate and become null and void. A Prohibited Activity shall be deemed to have occurred, as determined by the Committee in its sole and absolute discretion, if Participant divulge any non-public, confidential or proprietary information of the Company or of its past, present or future affiliates (collectively, the Baker Hughes Group ), but excluding information that (a) becomes generally available to the public other than as a result of Participants public use, disclosure, or fault, or (b) becomes available to Participant on a non-confidential basis after Participants employment termination date from a source other than a member of the Baker Hughes Group prior to the public use or disclosure by Participant, provided that such source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation. |
3. | CASHLESS EXERCISE . Cashless exercise, in accordance with the terms of the Plan, shall be available to Participant for the shares subject to the option. |
4. | TAX WITHHOLDING . To the extent that the receipt of the option or the Agreement, the vesting of the option or the exercise of the option results in income to Participant for federal, state or local income, employment or other tax purposes with respect to which the Company Group has a withholding obligation, Participant shall deliver to the Company at the time of such receipt, vesting or exercise, as the case may be, such amount of money as the Company Group may require to meet its obligation under applicable tax laws or regulations, and, if Participant fail to do so, the Company Group is authorized to withhold from the shares subject to the option or from any cash or stock remuneration then or thereafter payable to Participant any tax required to be withheld by reason of such taxable income, including (without limitation) shares subject to the option sufficient to satisfy the withholding obligation based on the last per share sales price of the common stock of the Company for the trading day immediately preceding the date that the withholding obligation arises, as reported in the New York Stock Exchange Composite Transactions. |
5. | NONTRANSFERABILITY. Except as specified in these Terms and Conditions, the option and the Agreement are not transferable or assignable by Participant other than by will or the laws of descent and distribution, and shall be exercisable during Participants lifetime only by Participant. |
6. | CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the option shall not affect in any way the right or power of the Company or any company the stock of which is issued pursuant to the Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, |
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dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding. | ||
7. | EMPLOYMENT RELATIONSHIP. For purposes of the Agreement, Participant shall be considered to be in the employment of the Company Group as long as Participant have an employment relationship with the Company Group. The Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and the cause of such termination, under the Plan and the Committees determination shall be final and binding on all persons. | |
8. | NO RIGHTS AS A STOCKHOLDER . Participant shall not have any rights as a stockholder of the Company with respect to any shares covered by the option until the date of the issuance of the stock certificate or certificates to Participant for such shares following exercise of the option pursuant to the Agreement and the Terms and Conditions and payment for the shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such certificate or certificates are issued. | |
9. | NOT AN EMPLOYMENT AGREEMENT . The Agreement is not an employment agreement, and no provision of the Agreement shall be construed or interpreted to create an employment relationship between Participant and the Company or any of its Affiliates or guarantee the right to remain employed by the Company or any of its Affiliates for any specified term. | |
10. | SECURITIES ACT LEGEND. If Participant is an officer or affiliate of the Company under the Securities Act of 1933, Participant consents to the placing on any certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with such Act and all applicable rules thereunder. |
11. | LIMIT OF LIABILITY . Under no circumstances will the Company Group be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan or the Companys role as Plan sponsor. |
12. | DATA PRIVACY . The Companys Human Resources Department in Houston, Texas (U.S.A.) administers and maintains the data regarding the Plan, the awardees and the stock options granted to awardees for all employees in the Company Group worldwide. | |
The data administered and maintained by the Company includes information that may be considered personal data, including the name of the awardee, the award granted and the number of shares of stock subject to any stock option award ( Employee Personal Data ). From time to time during the course of your employment in the Company Group, the Company may transfer certain of your Employee Personal Data to Affiliates as necessary for the purpose of implementation, administration and management of your participation in the Plan (the Purposes ), and the Company and its Affiliates may each further transfer your Employee Personal Data to any third parties assisting the Company in the implementation, administration and management of the Plan (collectively, Data Recipients ). The countries to which your Employee Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country. | ||
In accepting the award of the stock option set forth in the Agreement, you hereby expressly acknowledge that you understand that from time to time during the course of your employment in the Company Group the Company may transfer your Employee Personal Data to Data Recipients for the Purposes. You further acknowledge that you understand that the countries to which your Employee Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country. | ||
Further, in accepting the award of the stock option set forth in the Agreement, you hereby expressly affirm that you do not object, and you hereby expressly consent, to the transfer of your Employee Personal Data by the Company to Data Recipients for the Purposes from time to time during the course of your employment in the Company Group. |
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13. | MISCELLANEOUS . The Agreement and the option are awarded pursuant to and are subject to all of the provisions of the Plan, which are incorporated by reference herein, including all amendments to the Plan, if any. In the event of a conflict between these Terms and Conditions and the Plan provisions, the Plan provisions will control. The terms you and your refer to the Participant named in the Agreement. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan or the Agreement. |
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BAKER HUGHES INCORPORATED
|
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Chad C. Deaton Chairman, President & CEO | ||||
1. | TERMINATION OF EMPLOYMENT. The following provisions will apply in the event Participants employment with the Company and all Affiliates of the Company (collectively, the Company Group ) terminates or a Change in Control of the Company occurs before the Expiration Date set forth in the Agreement: |
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2. | PROHIBITED ACTIVITY . Notwithstanding any other provision of these Terms and Conditions or the Agreement, if Participant engages in a Prohibited Activity, as described below, while employed by one or more members of the Company Group or within two years after the date Participants employment with the Company Group terminates, then all of Participants rights in the option, to the extent still outstanding at that time, shall immediately terminate and become null and void. A Prohibited Activity shall be deemed to have occurred, as determined by the Committee in its sole and absolute discretion, if Participant divulge any non-public, confidential or proprietary information of the Company or of its past, present or future affiliates (collectively, the Baker Hughes Group ), but excluding information that (a) becomes generally available to the public other than as a result of Participants public use, disclosure, or fault, or (b) becomes available to Participant on a non-confidential basis after Participants employment termination date from a source other than a member of the Baker Hughes Group prior to the public use or disclosure by Participant, provided that such source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation. |
3. | CASHLESS EXERCISE . Cashless exercise, in accordance with the terms of the Plan, shall be available to Participant for the shares subject to the option. |
4. | TAX WITHHOLDING . To the extent that the receipt of the option or the Agreement, the vesting of the option or the exercise of the option results in income to Participant for federal, state or local income, employment or other tax purposes with respect to which the Company Group has a withholding obligation, Participant shall deliver to the Company at the time of such receipt, vesting or exercise, as the case may be, such amount of money as the Company Group may require to meet its obligation under applicable tax laws or regulations, and, if Participant fail to do so, the Company Group is authorized to withhold from the shares subject to the option or from any cash or stock remuneration then or thereafter payable to Participant any tax required to be withheld by reason of such taxable income, including (without limitation) shares subject to the option sufficient to satisfy the withholding obligation based on the last per share sales price of the common stock of the Company for the trading day immediately preceding the date that the withholding obligation arises, as reported in the New York Stock Exchange Composite Transactions. |
5. | NONTRANSFERABILITY. Except as specified in these Terms and Conditions, the option and the Agreement are not transferable or assignable by Participant other than by will or the laws of descent and distribution, and shall be exercisable during Participants lifetime only by Participant. |
6. | CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the option shall not affect in any way the right or power of the Company or any company the stock of which is issued pursuant to the Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding. |
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7. | EMPLOYMENT RELATIONSHIP. For purposes of the Agreement, Participant shall be considered to be in the employment of the Company Group as long as Participant have an employment relationship with the Company Group. The Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and the cause of such termination, under the Plan and the Committees determination shall be final and binding on all persons. | |
8. | NO RIGHTS AS A STOCKHOLDER . Participant shall not have any rights as a stockholder of the Company with respect to any shares covered by the option until the date of the issuance of the stock certificate or certificates to Participant for such shares following exercise of the option pursuant to the Agreement and the Terms and Conditions and payment for the shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such certificate or certificates are issued. | |
9. | NOT AN EMPLOYMENT AGREEMENT . The Agreement is not an employment agreement, and no provision of the Agreement shall be construed or interpreted to create an employment relationship between Participant and the Company or any of its Affiliates or guarantee the right to remain employed by the Company or any of its Affiliates for any specified term. | |
10. | SECURITIES ACT LEGEND. If Participant is an officer or affiliate of the Company under the Securities Act of 1933, Participant consents to the placing on any certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with such Act and all applicable rules thereunder. | |
11. | LIMIT OF LIABILITY . Under no circumstances will the Company Group be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan or the Companys role as Plan sponsor. |
12. | DATA PRIVACY . The Companys Human Resources Department in Houston, Texas (U.S.A.) administers and maintains the data regarding the Plan, the awardees and the stock options granted to awardees for all employees in the Company Group worldwide. | |
The data administered and maintained by the Company includes information that may be considered personal data, including the name of the awardee, the award granted and the number of shares of stock subject to any stock option award ( Employee Personal Data ). From time to time during the course of your employment in the Company Group, the Company may transfer certain of your Employee Personal Data to Affiliates as necessary for the purpose of implementation, administration and management of your participation in the Plan (the Purposes ), and the Company and its Affiliates may each further transfer your Employee Personal Data to any third parties assisting the Company in the implementation, administration and management of the Plan (collectively, Data Recipients ). The countries to which your Employee Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country. | ||
In accepting the award of the stock option set forth in the Agreement, you hereby expressly acknowledge that you understand that from time to time during the course of your employment in the Company Group the Company may transfer your Employee Personal Data to Data Recipients for the Purposes. You further acknowledge that you understand that the countries to which your Employee Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country. | ||
Further, in accepting the award of the stock option set forth in the Agreement, you hereby expressly affirm that you do not object, and you hereby expressly consent, to the transfer of your Employee Personal Data by the Company to Data Recipients for the Purposes from time to time during the course of your employment in the Company Group. |
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13. | MISCELLANEOUS . The Agreement and the option are awarded pursuant to and are subject to all of the provisions of the Plan, which are incorporated by reference herein, including all amendments to the Plan, if any. In the event of a conflict between these Terms and Conditions and the Plan provisions, the Plan provisions will control. The terms you and your refer to the Participant named in the Agreement. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan or the Agreement. |
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(a) | on the first anniversary of the Grant Date, the Forfeiture Restrictions shall lapse as to one-third of the Shares subject to this Agreement; and | ||
(b) | on each succeeding anniversary of the Grant Date, the Forfeiture Restrictions shall lapse as to an additional one-third of the Shares subject to this Agreement, so that on the third anniversary of the Grant Date the Forfeiture Restrictions shall lapse as to all of the Shares subject to this Agreement. |
BAKER HUGHES INCORPORATED
|
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Chad C. Deaton Chairman, President & CEO | ||||
1. | TERMINATION OF EMPLOYMENT/CHANGE IN CONTROL. The following provisions will apply in the event your employment with the Company and all Affiliates (collectively, the Company Group ) terminates, or a Change in Control of the Company occurs, before the third anniversary of the Grant Date (the Third Anniversary Date ) under the Restricted Stock Award Agreement awarded to you (the Agreement ): |
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2. | PROHIBITED ACTIVITY . Notwithstanding any other provision of these Terms and Conditions or the Agreement, if you engage in a Prohibited Activity, as described below, while employed by one or more members of the Company Group or within two years after the date your employment with the Company Group terminates, then your right to receive the Shares, to the extent still outstanding at that time, shall be completely forfeited. A Prohibited Activity shall be deemed to have occurred, as determined by the Committee in its sole and absolute discretion, if you divulge any non-public, confidential or proprietary information of the Company or of its past, present or future affiliates (collectively, the Baker Hughes Group ), but excluding information that (a) becomes generally available to the public other than as a result of your public use, disclosure, or fault, or (b) becomes available to you on a non-confidential basis after your employment termination date from a source other than a member of the Baker Hughes Group prior to the public use or disclosure by you, provided that such source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation. |
3. | TAX WITHHOLDING . To the extent that the receipt of the Shares of Restricted Stock or the lapse of any Forfeiture Restrictions results in income, wages or other compensation to you for any income, employment or other tax purposes with respect to which the Company has a withholding obligation, you shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations, and, if you fail to do so, the Company is authorized to withhold from the Shares awarded hereby or from any cash or stock remuneration or other payment then or thereafter payable to you any tax required to be withheld by reason of such taxable income, wages or compensation including (without limitation) Shares of the Restricted Stock sufficient to satisfy the withholding obligation based on the last per share sales price of the Common Stock for the trading day immediately preceding the date that the withholding obligation arises, as reported in the New York Stock Exchange Composite Transactions. |
4. | NONTRANSFERABILITY. The Agreement is not transferable by you otherwise than by will or by the laws of descent and distribution. |
5. | CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Shares of Restricted Stock shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to the Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding. |
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6. | RIGHTS REGARDING DISTRIBUTIONS MADE BY THE COMPANY DURING THE RESTRICTED PERIOD . During the Restricted Period, (a) any securities of the Company distributed by the Company in respect of the Shares of Restricted Stock will be evidenced by entries in the appropriate securities register of the Company reflecting that such securities of the Company, if any, have been issued in your name (the Retained Company Securities ) and (b) any securities of any company other than the Company or any other property (other than regular cash dividends) distributed by the Company in respect of the Shares of Restricted Stock will be evidenced in your name by such certificates or in such other manner as the Company determines (the Retained Other Securities and Property ) and shall bear a restrictive legend to the effect that ownership of such Retained Other Securities and Property and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan, the Agreement and these Terms and Conditions. The Retained Company Securities and the Retained Other Securities and Property (collectively, the Retained Distributions ) shall be subject to the same restrictions, terms and conditions as are applicable to the Shares of Restricted Stock. |
7. | RIGHTS WITH RESPECT TO SHARES OF RESTRICTED STOCK AND RETAINED DISTRIBUTIONS DURING RESTRICTED PERIOD . You shall have the right to vote the Shares of Restricted Stock awarded to you and to receive and retain all regular cash dividends (which will be paid currently and in no case later than the end of the calendar year in which the dividends are paid to the holders of the Common Stock or, if later, the 15th day of the third month following the date the dividends are paid to the holders of the Common Stock), and to exercise all other rights, powers and privileges of a holder of the Common Stock, with respect to such Shares of Restricted Stock, with the exception that (a) you shall not be entitled to delivery of a stock certificate or certificates representing such Shares of Restricted Stock until the Forfeiture Restrictions applicable thereto shall have lapsed, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Shares of Restricted Stock until such time, if ever, as the Forfeiture Restrictions applicable to the Shares of Restricted Stock with respect to which such Retained Distributions shall have been made, paid, or declared shall have lapsed, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) you may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Shares of Restricted Stock or any Retained Distributions during the Restricted Period. During the Restricted Period, the Company may, in its sole discretion, issue certificates for some or all of the Shares of Restricted Stock, in which case all such certificates shall be delivered to the Corporate Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Shares of Restricted Stock occurs or the Forfeiture Restrictions lapse. When requested by the Company, you shall execute such stock powers or other instruments of assignment as the Company requests relating to transfer to the Company of all or any portion of such Shares of Restricted Stock and any Retained Distributions that are forfeited in accordance with the Plan, the Agreement and these Terms and Conditions. |
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8. | EMPLOYMENT RELATIONSHIP. For purposes of the Agreement, you shall be considered to be in the employment of the Company Group as long as you have an employment relationship with the Company Group. The Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and the cause of such termination, under the Plan and the Committees determination shall be final and binding on all persons. | |
9. | SECTION 83(B) ELECTION. You shall not exercise the election permitted under Section 83(b) of the Code with respect to the Shares of Restricted Stock without the written approval of the Chief Financial Officer of the Company. | |
10. | NOT AN EMPLOYMENT AGREEMENT . The Agreement is not an employment agreement, and no provision of the Agreement shall be construed or interpreted to create an employment relationship between you and the Company or any Affiliate or guarantee the right to remain employed by the Company or any Affiliate for any specified term. | |
11. | SECURITIES ACT LEGEND. If you are an officer or affiliate of the Company under the Securities Act of 1933, you consent to the placing on any certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with such Act and all applicable rules thereunder. |
12. | LIMIT OF LIABILITY . Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan. |
13. | DATA PRIVACY . The Companys Human Resources Department in Houston, Texas (U.S.A.) administers and maintains the data regarding the Plan, the awardees and the restricted stock granted to awardees for all employees in the Company Group worldwide. | |
The data administered and maintained by the Company includes information that may be considered personal data, including the name of the awardee, the award granted and the number of shares of restricted stock included in any award ( Employee Personal Data ). From time to time during the course of your employment in the Company Group, the Company may transfer certain of your Employee Personal Data to Affiliates as necessary for the purpose of implementation, administration and management of your participation in the Plan (the Purposes ), and the Company and its Affiliates may each further transfer your Employee Personal Data to any third parties assisting the Company in the implementation, administration and management of the Plan (collectively, Data Recipients ). The countries to which your Employee Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country. | ||
In accepting the award of the Restricted Stock set forth in the Agreement, you hereby expressly acknowledge that you understand that from time to time during the course of your employment in the Company Group the Company may transfer your Employee Personal Data to Data Recipients for the Purposes. You further acknowledge that you |
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understand that the countries to which your Employee Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country. | ||
Further, in accepting the award of the Restricted Stock set forth in the Agreement, you hereby expressly affirm that you do not object, and you hereby expressly consent, to the transfer of your Employee Personal Data by the Company to Data Recipients for the Purposes from time to time during the course of your employment in the Company Group. | ||
14. | MISCELLANEOUS . The Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any. In the event of a conflict between these Terms and Conditions and the Plan provisions, the Plan provisions will control. The terms you and your refer to the Participant named in the Agreement. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan or the Agreement |
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(a) | on the first anniversary of the Grant Date, the Forfeiture Restrictions shall lapse as to one-third of the Restricted Stock Units subject to this Agreement; and | ||
(b) | on each succeeding anniversary of the Grant Date, the Forfeiture Restrictions shall lapse as to an additional one-third of the Restricted Stock Units subject to this Agreement, so that on the third anniversary of the Grant Date the Forfeiture Restrictions shall lapse as to all of the Restricted Stock Units subject to this Agreement. |
BAKER HUGHES INCORPORATED
|
||||
Chad C. Deaton Chairman & CEO | ||||
1. | TERMINATION OF EMPLOYMENT/CHANGE IN CONTROL. The following provisions will apply in the event your employment with the Company and all Affiliates (collectively, the Company Group ) terminates, or a Change in Control of the Company occurs, before the third anniversary of the Grant Date (the Third Anniversary Date ) under the Restricted Stock Unit Award Agreement awarded to you (the Agreement ): | |
1.1 Termination Generally . If your employment with the Company Group terminates on or before the Third Anniversary Date for any reason other than one of the reasons described in Sections 1.2 through 1.5 below, the Forfeiture Restrictions then applicable to the Restricted Stock Units shall not lapse and the number of Restricted Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date your employment terminates. |
1.2 Potential or Actual Change in Control . |
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2. | PROHIBITED ACTIVITY . Notwithstanding any other provision of these Terms and Conditions or the Agreement, if you engage in a Prohibited Activity, as described below, while employed by one or more members of the Company Group or within two years after the date your employment with the Company Group terminates, then your right to receive the shares of the Common Stock, to the extent still outstanding at that time, shall be completely forfeited. A Prohibited Activity shall be deemed to have occurred, as determined by the Committee in its sole and absolute discretion, if you divulge any non-public, confidential or proprietary information of the Company or of its past, present or future affiliates (collectively, the Baker Hughes Group ), but excluding information that (a) becomes generally available to the public other than as a result of your public use, disclosure, or fault, or (b) becomes available to you on a non-confidential basis after your employment termination date from a source other than a member of the Baker Hughes Group prior to the public use or disclosure by you, provided that such source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation. |
3. | TAX WITHHOLDING . To the extent that the receipt of the Restricted Stock Units or the lapse of any Forfeiture Restrictions results in income, wages or other compensation to you for any income, employment or other tax purposes with respect to which the Company has a withholding obligation, you shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations, and, if you fail to do so, the Company is authorized to withhold from any shares of Common Stock issued under the Agreement or from any cash or stock remuneration or other payment then or thereafter payable to you any tax required to be withheld by reason of such taxable income, wages or compensation including (without limitation) shares of the Common Stock sufficient to satisfy the withholding obligation based on the last per share sales |
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price of the Common Stock for the trading day immediately preceding the date that the withholding obligation arises, as reported in the New York Stock Exchange Composite Transactions. | ||
4 . | NONTRANSFERABILITY. The Agreement is not transferable by you otherwise than by will or by the laws of descent and distribution. | |
5 . | CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Restricted Stock Units shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to the Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding. | |
6 . | RESTRICTED STOCK UNITS DO NOT AWARD ANY RIGHTS OF A SHAREHOLDER . You shall not have the voting rights or any of the other rights, powers or privileges of a holder of the Common Stock with respect to the Restricted Stock Units that are awarded hereby. Only after a share of the Common Stock is issued in exchange for a Restricted Stock Unit will you have all of the rights of a shareholder with respect to such share of Common Stock issued in exchange for a Restricted Stock Unit. | |
7 . | EMPLOYMENT RELATIONSHIP. For purposes of the Agreement, you shall be considered to be in the employment of the Company Group as long as you have an employment relationship with the Company Group. The Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and the cause of such termination, under the Plan and the Committees determination shall be final and binding on all persons. | |
8 . | NOT AN EMPLOYMENT AGREEMENT . The Agreement is not an employment agreement, and no provision of the Agreement shall be construed or interpreted to create an employment relationship between you and the Company or any Affiliate or guarantee the right to remain employed by the Company or any Affiliate for any specified term. | |
9 . | SECURITIES ACT LEGEND. If you are an officer or affiliate of the Company under the Securities Act of 1933, you consent to the placing on any certificate for shares of the Common Stock issued under the Agreement an appropriate legend restricting resale or other transfer of such shares except in accordance with such Act and all applicable rules thereunder. | |
10. | LIMIT OF LIABILITY . Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan. |
11. | DATA PRIVACY . The Companys Human Resources Department in Houston, Texas (U.S.A.) administers and maintains the data regarding the Plan, the awardees and the restricted stock units granted to awardees for all employees in the Company Group worldwide. |
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The data administered and maintained by the Company includes information that may be considered personal data, including the name of the awardee, the award granted and the number of restricted units included in any award ( Employee Personal Data ). From time to time during the course of your employment in the Company Group, the Company may transfer certain of your Employee Personal Data to Affiliates as necessary for the purpose of implementation, administration and management of your participation in the Plan (the Purposes ), and the Company and its Affiliates may each further transfer your Employee Personal Data to any third parties assisting the Company in the implementation, administration and management of the Plan (collectively, Data Recipients ). The countries to which your Employee Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country. | ||
In accepting the award of the Restricted Stock Units set forth in the Agreement, you hereby expressly acknowledge that you understand that from time to time during the course of your employment in the Company Group the Company may transfer your Employee Personal Data to Data Recipients for the Purposes. You further acknowledge that you understand that the countries to which your Employee Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country. | ||
Further, in accepting the award of the Restricted Stock Units set forth in the Agreement, you hereby expressly affirm that you do not object, and you hereby expressly consent, to the transfer of your Employee Personal Data by the Company to Data Recipients for the Purposes from time to time during the course of your employment in the Company Group. | ||
12. | MISCELLANEOUS . The Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any. In the event of a conflict between these Terms and Conditions and the Plan provisions, the Plan provisions will control. The terms you and your refer to the Participant named in the Agreement. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan or the Agreement. |
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BAKER HUGHES INCORPORATED
|
||||
Chad C. Deaton Chairman, President and | ||||
Chief Executive Officer | ||||
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1. | CHANGE IN CONTROL/TERMINATION OF EMPLOYMENT. The following provisions will apply in the event a Change in Control of the Company occurs, or your employment with the Company and all Affiliates (collectively, the Company Group ) terminates, before the last day of the Performance Period (as that term is defined in the Performance Unit Agreement awarded to you (the Agreement )). |
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2. | PROHIBITED ACTIVITY . Notwithstanding any other provision of these Terms and Conditions or the Agreement, if you engage in a Prohibited Activity, as described below, while employed by one or more members of the Company Group, during the Performance Period or within two years after the date your employment with the Company Group terminates, then your right to receive payment under the Agreement, to the extent still outstanding at that time, shall be completely forfeited. A Prohibited Activity shall be deemed to have occurred, as determined by the Committee in its sole and absolute discretion, if you divulge any non-public, confidential or proprietary information of the Company or of its past, present or future affiliates (collectively, the Baker Hughes Group ), but excluding information that (a) becomes generally available to the public other than as a result of your public use, disclosure, or fault, or (b) becomes available to you on a non-confidential basis after your employment termination date from a source other than a member of the Baker Hughes Group prior to the public use or disclosure by you, provided that such source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation. |
3. | TAX WITHHOLDING . To the extent that the receipt of the Performance Units or any payment pursuant to the Agreement results in income, wages or other compensation to you for any income, employment or other tax purposes with respect to which the Company has a withholding obligation, you shall deliver to the Company at the time of such receipt or payment, as the case may be, such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations, and, if you fail to do so, the Company is authorized to withhold from any payment under the Agreement or from any cash or stock remuneration or other payment then or thereafter payable to you any tax required to be withheld by reason of such taxable income, wages or compensation. |
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4. | NONTRANSFERABILITY. The Agreement is not transferable by you otherwise than by will or by the laws of descent and distribution. |
5. | CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Performance Units shall not affect in any way the right or power of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding. |
6. | PERFORMANCE UNITS DO NOT AWARD ANY RIGHTS OF A SHAREHOLDER . You shall not have the voting rights or any of the other rights, powers or privileges of a holder of the stock of the Company with respect to the Performance Units that are awarded hereby. |
7. | EMPLOYMENT RELATIONSHIP. For purposes of the Agreement, you shall be considered to be in the employment of the Company Group as long as you have an employment relationship with the Company Group. The Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and the cause of such termination, under the Plan and the Committees determination shall be final and binding on all persons. |
8. | NOT AN EMPLOYMENT AGREEMENT . The Agreement is not an employment agreement, and no provision of the Agreement shall be construed or interpreted to create an employment relationship between you and the Company or any Affiliate or guarantee the right to remain employed by the Company or any Affiliate for any specified term. |
9. | LIMIT OF LIABILITY . Under no circumstances will the Company or an Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan. |
10. | EMPLOYER LIABLE FOR PAYMENT. Except as specified in Section 1.2, the legal entity that is a member of the Company Group and that is classified by the Company Group as your employer (the Employer ) is liable for the payment of any amounts that become due under the Agreement. |
11. | DATA PRIVACY . The Companys Human Resources Department in Houston, Texas (U.S.A.) administers and maintains the data regarding the Plan, the awardees and the performance units granted to awardees for all employees in the Company Group worldwide. | |
The data administered and maintained by the Company includes information that may be considered personal data, including the name of the awardee, the award granted and the number of performance units included in any award ( Employee Personal Data ). From time to time during the course of your employment in the Company Group, the Company may transfer certain of your Employee Personal Data to Affiliates as necessary for the purpose of implementation, administration and management of your participation in the Plan (the Purposes ), and the Company and its Affiliates may each further transfer your Employee Personal Data to any third parties assisting the Company in the |
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implementation, administration and management of the Plan (collectively, Data Recipients ). The countries to which your Employee Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country. | ||
In accepting the award of the Performance Units set forth in the Agreement, you hereby expressly acknowledge that you understand that from time to time during the course of your employment in the Company Group the Company may transfer your Employee Personal Data to Data Recipients for the Purposes. You further acknowledge that you understand that the countries to which your Employee Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country. | ||
Further, in accepting the award of the Performance Units set forth in the Agreement, you hereby expressly affirm that you do not object, and you hereby expressly consent, to the transfer of your Employee Personal Data by the Company to Data Recipients for the Purposes from time to time during the course of your employment in the Company Group. | ||
12. | MISCELLANEOUS . The Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any. In the event of a conflict between these Terms and Conditions and the Plan provisions, the Plan provisions will control. The terms you and your refer to the Awardee named in the Agreement. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan or the Agreement |
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Current | ||||
Base Salary 1 | ||||
Chad C. Deaton
2
|
$ | 1,270,000 | ||
Martin S. Craighead
|
700,000 | |||
Peter A. Ragauss
|
670,000 | |||
Alan R. Crain
|
488,000 | |||
John A. ODonnell
|
412,000 |
Annual Cash Retainer:
|
$ | 75,000 | ||
Audit/Ethics Committee Chairman Annual Retainer:
|
$ | 20,000 | ||
Other Committee Chairman Annual Retainer:
|
$ | 15,000 | ||
Audit/Ethics Committee Members Retainer:
|
$ | 10,000 | ||
Other Committee Members Retainer
(Excluding Executive Committee):
|
$ | 5,000 | ||
Lead Director:
|
$ | 15,000 | ||
|
||||
Annual Non-Retainer Equity (restricted stock awarded in January,
stock options awarded 50% in January and 50% in July of each
year):
|
$ | 200,000 |
1 | Base salary effective April 1, 2010. In addition to their base salaries, these named executive officers, at the discretion of the Board of Directors can receive equity compensation pursuant to the Baker Hughes Incorporated 2002 Director & Officer Long-Term Compensation Plan, filed as Exhibits 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2003; 10.3 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2005; and 10.3 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008. These named executive officers also are entitled to participate in the Companys Annual Incentive Compensation Plan, as amended and restated, filed as Exhibits 10.15 and 10.16 to Annual Report of Baker Hughes Incorporated on Form 10-K for the year ended December 31, 2007 and December 31, 2008, respectively. | |
2 | Mr. Deaton has an Amended and Restated Employment Agreement with Baker Hughes Incorporated, filed as Exhibit 10.1 to Current Report on Form 8-K filed December 19, 2008. | |
3 | Non-employee directors are reimbursed for reasonable travel and related expenses. |
Subsidiary | Jurisdiction | Percentage Ownership | ||
Baker Hughes Financing Company
|
Delaware | 100% | ||
Western Atlas Inc.
|
Delaware | 100% | ||
Baker Hughes Oilfield Operations, Inc.
|
California | (1) | ||
Baker Hughes International Branches, Inc.
|
Delaware | (2) | ||
Baker Hughes EHHC, Inc.
|
Delaware | 100% | ||
BH International Holdings C.V.
|
The Netherlands | 100% | ||
Baker Hughes Malta Holdings Limited
|
Malta | 100% | ||
BH Nederland 3 C.V.
|
The Netherlands | 100% | ||
RH Holdings 5 C.V.
|
The Netherlands | 100% | ||
Baker Hughes International Coöperatief U.A.
|
The Netherlands | 100% | ||
Baker Hughes Holdings I B.V.
|
The Netherlands | 100% | ||
BH Holdings 4 C.V.
|
The Netherlands | 100% | ||
Baker Hughes Holdings II B.V.
|
The Netherlands | 100% | ||
Baker Hughes Luxembourg Holdings S.C.A.
|
Luxembourg | (3) | ||
Baker Hughes Nederland Holdings B.V.
|
The Netherlands | 100% | ||
Baker Hughes Asia Pacific Ltd.
|
Cayman Islands | 100% | ||
Baker Hughes EHO Limited
|
Bermuda | 100% | ||
Baker Hughes Limited
|
United Kingdom | 100% | ||
Baker Hughes Canada Holdings B.V.
|
The Netherlands | 100% | ||
Baker Hughes Canada Company
|
Nova Scotia | 100% | ||
Baker Hughes Finance International S.r.l.
|
The Netherlands | (4) | ||
Baker Hughes Norge A/S
|
Norge | (5) | ||
Baker Hughes Luxembourg S.a.r.l.
|
Luxembourg | 100% | ||
Oilfield Tool Leasing
|
United Kingdom | 100% | ||
Wm. S. Barnickel & Company
|
Missouri | 100% | ||
Baker Petrolite Corporation
|
Delaware | 100% | ||
Western Research Holdings, Inc.
|
Delaware | 100% | ||
Western Atlas International, Inc.
|
Delaware | 100% |
(1) Baker Hughes Oilfield Operations, Inc.
|
||||
Western Atlas Inc.
|
93.98 | % | ||
Other subsidiaries
|
6.02 | % | ||
(2) Baker Hughes International Branches, Inc.
|
||||
Baker Hughes Oilfield Operations, Inc.
|
96.65 | % | ||
Other subsidiaries
|
3.35 | % | ||
(3) Baker Hughes Luxembourg Holdings S.C.A.
|
||||
Baker Hughes Holdings II B.V.
|
62.23 | % | ||
Other Subsidiaries
|
37.67 | % | ||
(4) Baker Hughes Finance International S.r.l.
|
||||
Baker Hughes Canada Company
|
99.90 | % | ||
Other subsidiaries
|
0.10 | % | ||
(5) Baker Hughes Norge A/S
|
||||
Bake Hughes Finance International S.r.l.
|
52.00 | % | ||
Other subsidiaries
|
48.00 | % |
Date: February 25, 2010 | By: | /s/ Chad C. Deaton | ||
Chad C. Deaton | ||||
Chairman of the Board, President and Chief Executive Officer | ||||
Date: February 25, 2010 | By: | /s/ Peter A. Ragauss | ||
Peter A. Ragauss | ||||
Sr. Vice President and Chief Financial Officer |
(i) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(ii) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. |
/s/ Chad C. Deaton | ||||
Name: | Chad C. Deaton | |||
Title: | Chief Executive Officer | |||
Date: | February 25, 2010 | |||
/s/ Peter A. Ragauss | ||||
Name: | Peter A. Ragauss | |||
Title: | Chief Financial Officer | |||
Date: | February 25, 2010 | |||