Form of Option Agreement, Uncapped Non-Qualified Stock



  
 Exhibit 10.12

  
 OPTION AGREEMENT 
 SCHLUMBERGER [            ] STOCK INCENTIVE PLAN 
 NON-QUALIFIED STOCK OPTION 
  
 SCHLUMBERGER LIMITED, a Netherlands Antilles corporation (the “Company”), hereby grants to you a non-qualified stock option (the
“Non-Qualified Option”) to purchase Common Stock of the Company, par value $0.01 per share, as more fully described below. The date of grant of this Non-Qualified Option (the “Grant Date”), the Non-Qualified Option exercise price
and the number of shares subject to this Non-Qualified Option (collectively, the “Option Shares”) are set forth in an award notice that has been previously delivered to you. Your Non-Qualified Option is subject to all the terms and
conditions of the Schlumberger [            ] Stock Incentive Plan as in effect on the date hereof (the “Plan”) and this Agreement. Your Non-Qualified Option is not intended to
constitute an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986 (the “Code”). 
  
 Except as set forth below, this Non-Qualified Option expires on the tenth anniversary of the Grant Date. 
  
 The Option Shares will become purchasable in installments, which
are cumulative. The date on which each installment will become exercisable and the number of shares comprising each installment are as follows: 
  

				
	DATE	  	OPTION SHARES	 
	 1st Anniversary of the Grant Date
	  	20	% 
	 2nd Anniversary of the Grant Date
	  	20	% 
	 3rd Anniversary of the Grant Date
	  	20	% 
	 4th Anniversary of the Grant Date
	  	20	% 
	 5th Anniversary of the Grant Date
	  	20	% 

  
 In
keeping with the Company’s general policy, the terms of this Agreement, including the vesting schedules, are put in place in certain countries to accommodate local regulations. The vesting schedule above, and therefore your ability to exercise
your Non-Qualified Option at certain times and certain other terms of the Non-Qualified Option may change if you move from one country to another. Currently, the Company has in place a sub-plan for France which governs stock options issued to
Optionees residing in France or who are on a French payroll. 
  
 This Non-Qualified Option may be exercised only by delivering to the Company a written notice specifying the number of shares you wish to purchase. The Compensation Committee, authorized by the Company to
administer the Plan (the “Committee”), hereby notifies you that the Non-Qualified Option price may be paid, subject to such rules and procedures as the Committee may prescribe from time to time, (1) in cash or certified check,
(2) by the delivery of shares of Common Stock of the Company with a fair market value at the time of exercise equal to the total Non-Qualified Option price or (3) by a combination of the methods described in (1) and (2).

  
 To assist you in the acquisition of shares
pursuant to the exercise of this Non-Qualified Option, the Committee in its sole discretion has authorized the extension of an option financing program coordinated with a third party as posted on the stock department website. The terms and
procedures of this program or any such program that the Committee may authorize in the future will be communicated to you. 
  
 This Non-Qualified Option will expire earlier than the date set forth above if you terminate employment with the Company or a subsidiary
(within the meaning of Code Section 424(f)) of the Company. If you terminate employment with consent of the Company or a subsidiary, as applicable, any exercise of this Non-Qualified Option must be made within three (3) months of
termination of employment (or expiration date, if earlier) and then only to the extent the Non-Qualified Option was exercisable upon termination, unless you “retire” or become “disabled” within the meaning of Section 5 of
the Plan, or terminate employment due to death. Section 5 of the Plan provides specific rules for exercise of this Non-Qualified Option on termination of








  
 
employment due to retirement, disability or death and its terms are hereby incorporated in this Agreement. If termination of your employment is because of breach of your employment contract or
your misconduct, this Non-Qualified Option will immediately expire and terminate. Termination of your employment without consent of the Company or a subsidiary, as applicable, will cause your Non-Qualified Option to expire immediately. 

 
 This Non-Qualified Option may be forfeited, and any exercise
you have made of this Non-Qualified Option may be rescinded, as further described below, if you engage in certain “detrimental activity” as defined in the Plan. Specifically, if you engage in detrimental activity within one year
following termination of employment for any reason other than retirement or disability, this Non-Qualified Option will immediately expire and terminate and the Committee may rescind any exercise that you made under this option within six months
preceding or three months following your termination. If you engage in detrimental activity within five years following termination of employment by reason of retirement or disability, this Non-Qualified Option will immediately expire and terminate
and the Committee may rescind any exercise that you made under this option within the period between six months preceding and one year following your termination by retirement or disability. In the event that any option exercise is rescinded by the
Committee as described above, you will be obligated to pay the Company an amount equal to the spread on the shares with respect to which the rescinded exercise applied. (The “spread” for this purpose is the difference between the aggregate
exercise price and aggregate fair market value of the shares as to which you exercised your option, with fair market value determined as of the exercise date.) 
  

As contemplated by the Plan, you may not exercise your Non-Qualified Option or any portion thereof, and no obligation exists to issue or
release shares of stock or accept an exercise of this Non-Qualified Option, if the issuance or release of shares or the acceptance of the Non-Qualified Option exercise by the Company or a subsidiary constitutes a violation of any governmental law or
regulation. 
  
 This Non-Qualified Option is not
transferable or assignable except by will or laws of descent and distribution and then only to the extent exercisable at death. Any exercise of this Non-Qualified Option after your death must be made by the person or persons entitled to make such
exercise under your will or by the laws of descent and distribution before expiration of the Non-Qualified Option. 
  
 The grant of this Non-Qualified Option is subject to the terms of the Plan, which is discretionary in nature, and the terms of this
Agreement. The grant of this Non-Qualified Option is a one-time benefit, and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options. All determinations with respect to any such future
grants, including, but not limited to, the times when options shall be granted, the number of shares subject to each option, the option price, and the time or times when each option shall be exercisable, will be at the sole discretion of the
Committee. Your participation in the Plan is voluntary. The value of this Non-Qualified Option is an extraordinary item of compensation which is outside the scope of your oral, written or implied employment contract, if any. This Non-Qualified
Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. The vesting of this
Non-Qualified Option ceases upon termination of employment for any reason except as may otherwise be explicitly provided in the Plan document. In particular, if you terminate employment due to death or disability, your Non-Qualified Option will
become fully vested and exercisable. The future value of the underlying shares is unknown and cannot be predicted with certainty. 
  
 You (i) authorize the Committee, the Company and the employer entity, and any agent of the Committee administering the Plan or providing
Plan recordkeeping services, to disclose to the Committee, the Company or any of its affiliates such information and data as the Committee or the Company shall request in order to facilitate the grant of options and the administration of the Plan;
(ii) waive any data privacy rights you may have with respect to such information; and (iii) authorize the Company and any such agent to store and transmit such information in electronic form. 
  
 If you do not wish to accept this Agreement, please return this
Agreement to the Stock Department or notify the Stock Department. 







  
 The Plan and
prospectus are both available on-line at www.[            ].slb.com. A paper copy of the Plan and/or prospectus may be obtained by contacting the Stock Department, Schlumberger
Limited, 5599 San Felipe, 17th Floor, Houston, Texas 77056. 
  

			
	SCHLUMBERGER LIMITED
		
	 By
	 	 /s/    Andrew Gould

	 	 	 Andrew Gould