Exhibit 10.1


 







 


BAKER
HUGHES INCORPORATED


 


RESTRICTED
STOCK UNIT AWARD AGREEMENT


 


AWARD
OF RESTRICTED STOCK UNITS


 


PAYABLE
IN SHARES 


 


SERVICE-BASED
VESTING


 


The
Compensation Committee (the “Committee”) of the Board of Directors of Baker Hughes Incorporated, a Delaware
corporation (the “Company”), pursuant to the Baker Hughes Incorporated 2002 Director & Officer Long-Term
Incentive Plan (the “Plan”), hereby awards to you, effective as of [Grant Date] (the “Grant Date”),
a certain number of restricted stock units, in each case, as set forth in your Plan account maintained by Fidelity Stock Plan
Services (the “Restricted Stock Units”), on the terms and conditions specified below and in the attached Terms
and Conditions of Restricted Stock Unit Award Agreements (the “Terms and Conditions”).


 


The
Restricted Stock Units that are awarded hereby to you will be subject to the prohibitions and restrictions set forth herein with
respect to the sale or other disposition of such Restricted Stock Units and the obligation to forfeit and surrender such Restricted
Stock Units to the Company (the “Forfeiture Restrictions”). The Forfeiture Restrictions will lapse as to the
Restricted Stock Units that are awarded hereby on the third anniversary of the Grant Date provided that your “Termination
of Employment” (as defined in the Terms and Conditions) has not occurred prior to the third anniversary of the Grant Date.


 


If
a Change in Control of the Company occurs, the transactions (the “Merger”) contemplated by the Transaction
Agreement and Plan of Merger entered into as of October 30, 2016 among General Electric Company, Baker Hughes Incorporated, Bear
MergerSub, Inc. and Bear Newco, Inc.  (the “GE Agreement”) are consummated,
or you incur a Termination of Employment before the third anniversary of the Grant Date, your rights to the Restricted Stock Units
under this Agreement will be determined as provided in the Terms and Conditions.


 


Upon
the lapse of the Forfeiture Restrictions applicable to a Restricted Stock Unit that is awarded hereby, the Company will issue
to you one share of the Company’s Common Stock, $1.00 par value per share, or, in the event of the consummation of the Merger,
one share of Class A Common Stock as defined in the GE Agreement (in either case, the “Common
Stock”), in exchange for such Restricted Stock Unit and thereafter you will have no further rights with respect to such
Restricted Stock Unit. Such shares of the Common Stock will be transferable by you (except to the extent that any proposed transfer
would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or state securities
law).


 


If
during the period you hold any Restricted Stock Units awarded hereby the Company or Bear Newco, Inc., a Delaware corporation and
direct wholly owned subsidiary of the Company declares a dividend in cash with respect to the outstanding shares of the Common
Stock (a “Cash Dividend”), then the Company will credit to an account established for you by the Company under the
Plan (the “Account”) an amount equal to the product of (a) the Restricted Stock Units awarded hereby that have not
been forfeited to the Company or exchanged by the Company for shares of the Common Stock as of the record date for the Cash Dividend
and (b) the amount of the Cash Dividend paid per share of the Common Stock (the “Dividend Equivalent Credit”). The


 





 


 




     


     


    

 




Company
will pay to you, in cash, an amount equal to the Dividend Equivalent Credits credited to the Account with respect to a Restricted
Stock Unit on the date the Forfeiture Restrictions applicable to that Restricted Stock Unit lapse, or, if the Forfeiture Restrictions
applicable to that Restricted Stock Unit lapse prior to the date of payment of the Cash Dividend, the date on which the Cash Dividend
is paid (and in no case later than the end of the calendar year in which the Forfeiture Restrictions applicable to that Restricted
Stock Unit lapse or, if later, the 15th day of the third month following the date the Forfeiture Restrictions applicable to that
Restricted Stock Unit lapse).


 


If
during the period you hold any Restricted Stock Units awarded hereby the Company pays a dividend in shares of the Common Stock
with respect to the outstanding shares of the Common Stock, then the Company will increase the Restricted Stock Units awarded
hereby that have not then been exchanged by the Company for shares of the Common Stock by an amount equal to the product of (a) the
Restricted Stock Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the
Common Stock and (b) the number of shares of the Common Stock paid by the Company per share of the Common Stock (collectively,
the “Stock Dividend Restricted Stock Units”). Each Stock Dividend Restricted Stock Unit will be subject to the same
Forfeiture Restrictions and other restrictions, limitations and conditions applicable to the Restricted Stock Unit for which such
Stock Dividend Restricted Stock Unit was awarded and will be exchanged for shares of the Common Stock at the same time and on
the same basis as such Restricted Stock Unit.


 


The
Restricted Stock Units may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed
of (other than by will or the applicable laws of descent and distribution). Any such attempted sale, assignment, pledge, exchange,
hypothecation, transfer, encumbrance or disposition in violation of this Agreement will be void and the Company Group will not
be bound thereby.


 


Any
shares of the Common Stock issued to you in exchange for Restricted Stock Units awarded hereby may not be sold or otherwise disposed
of in any manner that would constitute a violation of any applicable federal or state securities laws. You also agree that the
Company may refuse to transfer any such shares of the Common Stock if such proposed transfer would in the opinion of counsel satisfactory
to the Company constitute a violation of any applicable federal or state securities law.


 


The
shares of Common Stock that may be issued under the Plan are registered with the Securities and Exchange Commission under a Registration
Statement on Form S-8. A Prospectus describing the Plan and the shares of Common Stock and the Terms and Conditions can be found
on the Fidelity Stock Plan Services website at www.netbenefits.fidelity.com. You may also
obtain a copy of the Plan Prospectus by requesting it from the Company.


 


Capitalized
terms that are not defined herein will have the meaning ascribed to such terms in the Plan or the Terms and Conditions; provided
that the term “Change in Control of the Company” has the meaning ascribed to that term in the Terms and
Conditions.


 


In
accepting the award of Restricted Stock Units set forth in this Agreement you accept and agree to be bound by all the terms and
conditions of the Plan, this Agreement and the Terms and Conditions.





 


 




     


     


    




 




 


	 	BAKER HUGHES
INCORPORATED
	 	 
	 	 
	 	Martin S. Craighead
	 	Chairman and Chief Executive
Officer







 





 







     


     


    

BAKER
HUGHES INCORPORATED


 


TERMS
AND CONDITIONS

OF

SERVICE-BASED VESTING RESTRICTED STOCK UNIT AWARD AGREEMENTS


 


GRANTED
AFTER OCTOBER 30, 2016


 



 


These
Terms and Conditions are applicable to a restricted stock unit award with service-based vesting granted pursuant to the Baker
Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan (the “Plan”)
after October 30, 2016 and are incorporated as part of the Restricted Stock Unit Award Agreement setting forth the terms of such
restricted stock unit award (the “Agreement”).


 


		1.	TERMINATION
                                         OF EMPLOYMENT/CHANGE IN CONTROL. The following
                                         provisions will apply in the event your employment with the Company and all affiliates
                                         as defined in Section 16 below (collectively, the “Company Group”)
                                         terminates (a “Termination of Employment”), or a Change in Control
                                         of the Company occurs, or the Merger is consummated, before the third anniversary of
                                         the Grant Date (the “Third Anniversary Date”) under the Agreement:



 


1.1       Termination
Generally. If you incur a Termination of Employment 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 will not lapse and the number of Restricted Stock Units then subject to the Forfeiture Restrictions will be forfeited
to the Company on the date of your Termination of Employment.


 


1.2       Change
in Control of the Company.


 


(i)       Definition
of Change in Control of the Company. Except as set forth in the immediately following sentence, for purposes of these Terms
and Conditions, “Change in Control of the Company” has the meaning ascribed to that term in the Plan. Notwithstanding
any other provision of (1) these Terms and Conditions (but subject to Section 1.5), (2) the Plan, (3) any change in control arrangement
that covers you, or (4) any other document or arrangement, solely for purposes of the Agreement and these Terms and Conditions
(but subject to Section 1.5), the term “Change in Control of the Company” shall not include the consummation
of any of the transactions contemplated by the GE Agreement.


 


(ii)       
Termination of Employment Does Not Occur Before a Change in Control of the Company on or Before the Third Anniversary Date.
If a Change in Control of the Company occurs on or before the Third Anniversary Date and you do not incur a Termination of Employment
before the date the Change in Control of the Company occurs, then all remaining Forfeiture Restrictions will lapse at the time
the Change in Control of the Company occurs. For the avoidance of doubt, for this purpose
a Change in Control of the Company does not include the consummation of any of the transactions contemplated by the GE Agreement.


 


1.3       Disability.
Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if you become permanently
disabled before the


 




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Third
Anniversary Date and while in the active employ of one or more members of the Company Group, all remaining Forfeiture Restrictions
will immediately lapse on the date of your Termination of Employment due to your becoming permanently disabled. For purposes of
this Section 1.3, you will be “permanently disabled” if you (a) are unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death
or can be expected to last for a continuous period of not less than twelve (12) months, or (b) are, by reason of any
medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering employees of the Company Group.


 


1.4       Death.
Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if you die before the Third
Anniversary Date and while in the active employ of one or more members of the Company Group, all remaining Forfeiture Restrictions
will immediately lapse on the date of your Termination of Employment due to death.


 


1.5       Involuntary
Termination of Employment Within One-Year Period Commencing on the Closing Date. Notwithstanding any other provision of the
Agreement or these Terms and Conditions to the contrary, if you incur an Involuntary Termination of Employment within the one-year
period commencing on the Closing Date as defined in the GE Agreement (the “Closing Date”), all remaining Forfeiture
Restrictions will immediately lapse on the date of your Involuntary Termination of Employment. For purposes of this Section 1.5,
“Involuntary Termination of Employment” means your Termination of Employment that results from your termination
of employment by the Company or its affiliate without “cause” as defined below or your resignation for “good
reason” as defined below. For purposes of these Terms and Conditions, the term “cause” has the meaning
assigned to it (or term of like import) in the applicable severance plan, program, agreement or arrangement of the Company or
any of its Subsidiaries (as defined in the GE Agreement) under which you are covered immediately prior to the Closing Date (as
in effect immediately prior to the Closing Date) or, if there is no such an arrangement that covers you immediately prior to the
Closing Date or if such arrangement does not define the term cause, “cause” means (i) your willful and continued
failure to substantially perform your duties with the Company or its affiliate (other than such failure resulting from your incapacity
due to physical or mental illness) or (ii) your willful engaging in conduct that is demonstrably and materially injurious to the
Company or its affiliate, monetarily or otherwise. For purposes of these Terms and Conditions, the term “good reason”
has the meaning assigned to it (or term of like import) in the applicable severance plan, program, agreement or arrangement of
the Company or any of its Subsidiaries under which you are covered immediately prior to the Closing Date (as in effect immediately
prior to the Closing Date), or, if there is no such an arrangement that covers you immediately prior to the Closing Date or if
such arrangement does not define the term good reason, “good reason” means the occurrence (without your express
written consent) of either of the following acts by the Company or its affiliate, unless, in the case of an act described in clause
(a) below, such act is corrected prior to your Termination of Employment for good reason: (a) a reduction by the Company or its
affiliate in your annual base compensation as in effect on the Grant


 




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Date
or as it may be increased from time to time, except for across-the-board salary reductions similarly affecting all individuals
having a similar level of authority and responsibility with the Company or its affiliate or (b) the relocation of your principal
place of employment to a location outside of a 30-mile radius from your principal place of employment immediately prior to the
Closing Date or the Company’s or its affiliate’s requiring you to be based anywhere other than such principal place
of employment (or permitted relocation thereof) except for required travel on the Company’s or its affiliate’s business
to an extent substantially consistent with your business travel obligations immediately prior to the Closing Date.


 


		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 of your Termination of Employment, then your
                                         right to receive the shares of the Common Stock, to the extent still outstanding at that
                                         time, will be completely forfeited. A “Prohibited Activity” will 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
                                         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 the date of your Termination of Employment
                                         from a source other than a member of the Company 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, 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.



 


		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 will 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 will 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



 




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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 will 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 will 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 Committee’s determination
                                         will 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 will 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 an “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 Company’s 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.



 


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


 




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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.	RECOUPMENTS.
                                         If the Company is required to prepare an accounting
                                         restatement due to the material noncompliance of the Company with any financial reporting
                                         requirement under applicable securities laws, if you are then a current or former executive
                                         officer of the Company you will forfeit and must repay to the Company any compensation
                                         awarded under the Agreement to the extent specified in any of the Company’s compensation
                                         recoupment policies established or amended (now or in the future) in compliance with
                                         the rules and standards of the Securities and Exchange Commission Committee under or
                                         in connection with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection
                                         Act. Further, if the Company is required to prepare an accounting restatement due in
                                         whole or in part to your misconduct, you will forfeit and must repay to the Company any
                                         compensation awarded under the Agreement to the extent required by the Board of Directors
                                         of the Company in accordance with the terms of the Company’s compensation recoupment
                                         policy as in effect on January 23, 2014.



 


		13.	OTHER
                                         AGREEMENTS. Nothing in these Terms and Conditions
                                         is intended to reduce the Company’s protections or your obligations under (1) any
                                         other agreement between you and the Company or any other member of the Company Group,
                                         (2) the common law, or (3) any applicable state, federal or foreign statute.



 


		14.	GOVERNING
                                         LAW AND VENUE. The Plan, these Terms and Conditions
                                         and the award of the restricted stock units set forth in the Agreement shall be governed
                                         by the laws of the State of Texas, excluding any conflicts or choice of law rule or principle
                                         that might otherwise refer construction or interpretation of the Plan, these Terms and
                                         Conditions and the award of the restricted stock units to the substantive law of another
                                         jurisdiction. In accepting the award of the restricted stock units you are deemed to
                                         agree to submit to the exclusive jurisdiction and venue of the federal or state courts
                                         of Harris County, Texas, to resolve any and all issues that may arise out of or relate
                                         to the Plan, these Terms and Conditions and the award of the restricted stock units.



 


		15.	SEVERABILITY
                                         AND BLUE PENCILING. If any single Section or
                                         clause of these Terms and Conditions should be found unenforceable, it shall be severed
                                         and the remaining Sections and clauses of these Terms and Conditions shall be enforced
                                         in accordance with the intent of these Terms and Conditions. If any particular provision
                                         of these Terms and Conditions shall be adjudicated to be invalid or unenforceable, the
                                         Company and you specifically authorize the court making such determination to edit the
                                         invalid or unenforceable provision to allow these Terms and Conditions, and the



 




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provisions
thereof, to be valid and enforceable to the fullest extent allowed by law or public policy.


 


		16.	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 (subject to Sections 1.2
                                         and 1.5) will control. The terms “you” and “your”
                                         refer to the Participant named in the Agreement. Capitalized terms that are not defined
                                         herein will have the meanings ascribed to such terms in the Plan or the Agreement. The
                                         Company’s rights under these Terms and Conditions and the Agreement may be assigned
                                         by the Company. For purposes of these Terms and Conditions other than Section 9 above,
                                         the term “affiliate” means any entity that, directly or indirectly,
                                         controls, or is controlled by, or is under common control with, the Company. For the
                                         avoidance of doubt, from and after the Closing Date, the term “affiliate”
                                         will include General Electric Company and any entity that, directly or indirectly, controls,
                                         or is controlled by, or is under common control with, General Electric Company.



 




 






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