EXHIBIT 10.3


 


WEATHERFORD INTERNATIONAL PLC


PERFORMANCE RESTRICTED SHARE UNIT
AWARD AGREEMENT


PURSUANT TO THE


AMENDED AND RESTATED 2019 EQUITY INCENTIVE
PLAN 


(PERFORMANCE VESTING)


* * * * *


 


Participant: 


 


Grant Date: 


 


Target Number of Performance Restricted Share Units Granted:



 


* * * * *


 


THIS PERFORMANCE RESTRICTED
SHARE UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into
by and between WEATHERFORD INTERNATIONAL PLC, a public limited company organized under the laws of Ireland (the “Company”),
and the Participant specified above, pursuant to the Weatherford International plc Amended and Restated 2019 Equity Incentive Plan,
as in effect and as amended from time to time (the “Plan”), which is administered by the Committee (as defined
in the Plan); and


 


WHEREAS, it has
been determined under the Plan that it would be in the best interests of the Company to grant the Performance Restricted Share
Units (“PSUs”) provided herein to the Participant.


 


NOW, THEREFORE,
in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby mutually covenant and agree as follows:


1.                 
Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions
of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments
are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and
incorporated into this Agreement as if they were each expressly set forth herein. Except as provided otherwise herein, any capitalized
term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan and the “Performance Period”
shall mean the two fiscal-year period commencing on the first day of the fiscal year of the Company in which the Grant Date occurs.
The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and
fully understands its



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content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the
terms of the Plan shall control.


2.                 
Grant of Performance Restricted Share Unit Award. The Company hereby grants the target number of PSUs specified above
to the Participant, as of the Grant Date stated above (the “Target Award”). Except as otherwise provided by
the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide,
the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any
reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the
Shares underlying the PSUs, except as otherwise specifically provided for in the Plan or this Agreement.


3.                 
Vesting.


(a)              
Subject to the provisions of this Section 3, the PSUs subject to this Agreement shall be eligible to vest on the
last day of the Performance Period, subject to the Participant’s continued Service with the Company on such date.


(i)                
The actual number of PSUs that are earned, if any, pursuant to the terms and conditions of this Agreement is subject to
increase or decrease based on the Company’s actual performance against the Performance Goals set forth on Exhibit A and may
range from 0% to 200% of the Target Award, rounded to the nearest whole Share.


(ii)             
Following the end of the Performance Period and no later than 60 days thereafter, the Committee will determine the number
of PSUs that have been earned (the “Earned PSUs”) in accordance with Exhibit A (such date, the “Determination
Date”).


(b)              
Termination without Cause; for Good Reason; or Due to Death or Disability. Subject to Section 4(d), in the
event the Participant’s Service is terminated by the Company without Cause or by the Participant for Good Reason (each, as
defined in the Company’s Change in Control Severance Plan[, notwithstanding the definitions contained in the Participant’s
Offer Letter from the Company]), a pro-rated portion of the Award shall remain eligible to vest at the end of the Performance Period
based on actual performance, with such pro-rated portion, if any, determined by multiplying the number of Earned PSUs by a fraction,
the numerator of which is the number of days elapsed from the Grant Date through the Participant’s date of termination, and
the denominator of which is the number of days in the Performance Period. Subject to Section 4(d), in the event the Participant’s
Service is terminated due to the Participant’s death or Disability, the Shares subject to the PSUs that have not yet vested
shall vest at the end of the Performance Period based on actual performance.


(c)              
Change in Control. Subject to Section 4(d), if a Change in Control occurs, and the successor or purchaser
in the Change in Control has assumed the Company’s obligations with respect to the PSUs or provided a substitute award and
the Participant has a Qualifying Termination (as defined in the Company’s Change in Control Severance Plan), the PSUs shall
become earned and vested based on actual achievement of the Performance Goals through the date



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of such termination of Service;
provided that if such Qualifying Termination occurs prior to a Change in Control, then the PSUs shall become earned and vested
based on actual achievement of the Performance Goals through such Change in Control.


(d)              
Committee Discretion to Accelerate Vesting. In addition to the foregoing, the Committee may, in its sole discretion,
accelerate vesting of the PSUs at any time and for any reason.


(e)              
Forfeiture. Subject to the terms of this Section 3, all unvested PSUs (taking into account any vesting
that may occur upon the Participant’s Termination in accordance with Section 3 hereof) shall be immediately forfeited
upon the Participant’s Termination for any reason.


4.                 
Delivery of Shares.


(a)              
General. Subject to the provisions of Sections 4(b) and (c) hereof, on the Determination Date
(and no later than the 15th day of the third month following the end of the Performance Period), the Participant shall
receive the number of Shares that correspond to the number of Earned PSUs, less any shares withheld by the Company pursuant to
Section 8 hereof.


(b)              
Blackout Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction
imposed by the Company on the date such distribution would otherwise be made pursuant to Section 4(a) hereof, such
distribution shall be instead made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction
and (ii) the later of (A) the end of the calendar year in which such distribution would otherwise have been made and (B) a date
that is immediately prior to the expiration of two and one-half months following the date such distribution would otherwise have
been made hereunder.


(c)              
Section 409A. If the PSUs are considered an item of deferred compensation subject to Section 409A of the
Code and the Shares are distributable at a time or times by reference to the Participant’s separation from service (within
the meaning of Section 409A(a)(2)(A)(i) of the Code) and the Participant on the date of the Participant’s separation
from service is both subject to U.S. federal income taxation and a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i)
of the Code), any Shares that would otherwise be issuable during the 6-month period commencing on the Participant’s separation
from service will be issued on the first day which immediately follows the last day of the 6-month period that commences on the
Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s
death). Such Shares shall be validly issued, fully paid and non-assessable.


(d)              
Release. The receipt of Shares subject to the Earned PSUs that are eligible to vest pursuant to Section 3(b)
or (c) shall be subject to the execution and nonrevocation of a general release of claims in favor of the Company, in a
form reasonably satisfactory to the Company.


5.                 
Dividends; Rights as Shareholder. Cash dividends on the number of Shares issuable hereunder shall be credited to
a dividend book entry account on behalf of the Participant with respect to each PSU granted to the Participant; provided
that such cash dividends shall not be deemed to be reinvested in Shares and shall be held uninvested and without interest and paid
in cash at the same time that the Shares underlying the PSUs are delivered to the 



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Participant in accordance with the provisions
hereof. Stock dividends on Shares shall be credited to a dividend book entry account on behalf of the Participant with respect
to each PSU granted to the Participant; provided that such stock dividends shall be paid in Shares at the same time that
the Shares underlying the PSUs are delivered to the Participant in accordance with the provisions hereof. Except as otherwise provided
herein, the Participant shall have no rights as a shareholder with respect to any Shares covered by any PSU unless and until the
Participant has become the holder of record of such Shares.


6.                 
Non-Transferability. The PSUs, and any rights and interests with respect thereto, issued under this Agreement and
the Plan shall not be sold, exchanged, transferred, assigned, pledged, encumbered or otherwise disposed of or hypothecated in any
way by the Participant (or any beneficiary of the Participant who holds the PSUs as a result of a Transfer by will or by the laws
of descent and distribution), other than in accordance with the provisions of Section 10(c) of the Plan.


7.                 
Governing Law; Jurisdiction and Venue.


(a)              
All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of
Texas, without giving any effect to any conflict of law provisions thereof, except to the extent Texas state law is preempted by
federal law. The obligation of the Company to sell and deliver Shares hereunder is subject to applicable laws and to the approval
of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares. The Participant
and the Company (each, a “Party”) irrevocably and unconditionally agree that any past, present, or future dispute,
controversy, or claim arising under or relating to this Agreement; any employment or other agreement between the Participant and
the Company or any of its Subsidiaries (collectively with the Company, the “Company Parties”); any federal,
state, local, or foreign statute, regulation, law, ordinance, or the common law (including but not limited to any law prohibiting
discrimination); or in connection with the Participant’s employment or the termination thereof; involving the Participant,
on the one hand, and any of the Company Parties, on the other hand, including both claims brought by the Participant and claims
brought against the Participant, shall be submitted to binding arbitration before the American Arbitration Association (“AAA”)
for resolution; provided that nothing herein shall require arbitration of a claim or charge that, by law, cannot be the subject
of a compulsory arbitration agreement. The Parties further agree to arbitrate solely on an individual basis, that this Agreement
does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration
proceeding, that the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any
form of a representative or class proceeding, and that claims pertaining to different employees shall be heard in separate proceedings.
Within 10 business days of the initiation of an arbitration hereunder, the Parties shall each separately designate an arbitrator,
who shall be a former partner at an “AmLaw 200” law firm based in Houston, Texas, and within 20 business days of selection,
the appointed arbitrators shall appoint a neutral arbitrator from the AAA Panel of Commercial Arbitrators. Such arbitration shall
be conducted in Houston, Texas, and the arbitrators shall apply Texas law, including federal
statutory law as applied in Texas courts. The arbitrators, and not any federal, state, or local court or adjudicatory authority,
shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, and/or formation
of this Agreement, including but not limited to any dispute as to whether (i) a particular claim is subject to arbitration hereunder,
and/or 



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(ii) any part of this Section 7 is void or voidable. The arbitrators shall issue their written decision (including
a statement of finding of facts and the reasons for the award) within 30 days from the date of the close of the arbitration hearing.
Except as otherwise provided herein, the Parties shall treat any arbitration as strictly confidential, and shall not disclose the
existence or nature of any claim or defense; any documents, correspondence, pleadings, briefing, exhibits, or information exchanged
or presented in connection with any claim or defense, unless required by applicable law (including public disclosures under applicable
securities laws); or any rulings, decisions, or results of any claim, defense, or argument (collectively, “Arbitration
Materials”) to any third party, with the exception of the Parties’ legal counsel and/or tax advisors or such other
similar consultants (who the applicable Party shall ensure complies with these confidentiality terms). Except as provided in Section
7(c) below, the arbitrators shall not have authority to award attorneys’ fees or costs, punitive damages, compensatory
damages, damages for emotional distress, penalties, or any other damages not measured by the prevailing party’s actual losses,
except to the extent such relief is explicitly available under a statute, ordinance, or regulation pursuant to which a claim is
brought. In agreeing to arbitrate their claims hereunder, the Parties hereby recognize and agree that they are waiving their right
to a trial in court and/or by a jury.


(b)              
In the event of any court proceeding to challenge or enforce an arbitrators’ award, the Parties hereby consent to
the exclusive jurisdiction of the state and federal courts sitting in Harris County, Texas; agree to exclusive venue in that jurisdiction;
and waive any claim that such jurisdiction is an inconvenient or inappropriate forum. There shall be no interlocutory appeals to
any court, or any motions to vacate any order of the arbitrators that is not a final award dispositive of the arbitration in its
entirety, except as required by law. The Parties agree to take all steps necessary to protect the confidentiality of the Arbitration
Materials in connection with any court proceeding, agree to use their best efforts to file all Confidential Information (and documents
containing Confidential Information) under seal, and agree to the entry of an appropriate protective order encompassing the confidentiality
terms of this Agreement.


(c)              
The Participant and the Company Parties shall each bear their own expenses, legal fees and other fees incurred in connection
with this Agreement; provided, that the prevailing party in any such action shall be fully reimbursed by the other party for all
costs, including reasonable attorneys’ fees, court costs, expert or consultants’ fees and reasonable travel and lodging
expenses, incurred by the prevailing party in its successful prosecution or defense thereof, including any appellate proceedings.


8.                 
Withholding of Tax.


(a)              
The Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer
(the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits
tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable
to Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the
amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and the
Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect
of the PSUs; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSUs
to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any 



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particular tax result. Further, if
the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or
the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one
jurisdiction.


(b)              
To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, the Company
will withhold Shares otherwise issuable upon vesting of the PSUs. Alternatively, or in addition, in connection with any applicable
withholding event, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion,
to satisfy their obligations, if any, with regard to all Tax-Related Items by one or a combination of the following: (i) withholding
from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Employer, (ii) withholding
from proceeds of the sale of Shares acquired upon vesting of the PSUs either through a voluntary sale or through a mandatory sale
arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent) and/or (iii) requiring
the Participant to tender a cash payment to the Company or an Affiliate in the amount of the Tax-Related Items; provided, however,
that if the Participant is a Section 16 officer of the Company under the Exchange Act, the withholding methods described in
this Section 8(b)(i), (ii), and (iii) will only be used if the Committee (as constituted to satisfy Rule
16b-3 of the Exchange Act) determines, in advance of the applicable withholding event, that one of such withholding methods will
be used in lieu of withholding Shares.


(c)              
The Company may withhold for Tax-Related Items by considering applicable statutory withholding amounts or other applicable
withholding rates, including maximum applicable rates in the Participant’s jurisdiction(s), in which case the Participant
may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares. The Company
may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with his or
her obligations in connection with the Tax-Related Items.


9.                 
Legend. The Company may at any time place legends referencing any applicable federal, state or foreign securities
law restrictions on all certificates, if any, representing Shares issued pursuant to this Agreement. The Participant shall, at
the request of the Company, promptly present to the Company any and all certificates, if any, representing Shares acquired pursuant
to this Agreement in the possession of the Participant in order to carry out the provisions of this Section 9.


10.             
Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express
representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:


(a)              
The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under
the Securities Act of 1933 (as amended, the “Securities Act”) and in this connection the Company is relying
in part on the Participant’s representations set forth in this Section 10.



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(b)              
If the Participant is deemed to be an affiliate within the meaning of Rule 144 of the Securities Act, the Shares issuable
hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files
an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under
no obligation to register such Shares (or to file a “re-offer prospectus”).


(c)              
If the Participant is deemed to be an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands
that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for
the Shares of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms
and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the Shares issuable hereunder may
be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.


11.             
Clawback. The Participant shall be subject to the Company’s clawback, forfeiture or other similar policies
in accordance with Section 19 of the Plan. By accepting this Award, the Participant is deemed to have acknowledged and consented
to the Company’s application, implementation and enforcement of any such policy adopted of the Company, whether adopted prior
to or following the Grant Date (and any provision of applicable law relating to reduction cancellation, forfeiture or recoupment),
and to have agreed that the Company may take such actions as may be necessary to effectuate any such policy or applicable law,
without further consideration or action by the Participant.


12.             
Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties
hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether
written or oral, between the parties relating to such subject matter. This Agreement may be amended by the Board or by the Committee
at any time (a) if the Board or the Committee determines, in its sole discretion, that an amendment is necessary or advisable in
light of any addition to or change in any federal or state, tax or securities law or other law or regulation, which change occurs
after the Grant Date and by its terms applies to the Award; or (b) other than in the circumstances described in clause (a) or provided
in the Plan, with the Participant’s consent.


13.             
Notices. All notices required or permitted under this Agreement must be in writing and personally delivered or sent
by certified mail, return receipt requested, and shall be deemed to be delivered on the date on which it is actually received by
the person to whom it is properly addressed, in the case of a Participant, at the Participant’s address shown in the books
and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel.
Any person entitled to notice hereunder may waive such notice in writing.


14.             
Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related
to participation in the Plan by electronic means or to request the Participant’s consent to participate in the Plan by electronic
means. By receipt of this PSU grant, the Participant hereby consents to receive such documents by electronic delivery and agrees
to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated
by the Company.



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15.             
No Right to Employment. Any questions as to whether and when there has been a termination of Service and the cause
of such termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement confers upon you the
right to continue in the employ of or performing services for the Company or any Subsidiary, or interfere in any way with the rights
of the Company or any Subsidiary to terminate your employment or service relationship at any time, subject to any employment agreement
or other service agreement in effect between the Company and the Participant.


16.             
Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the
Company (or any Subsidiary) of any personal data information related to the PSUs awarded under this Agreement for legitimate business
purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the
Participant.


17.             
Compliance with Laws. Notwithstanding any provision of this Agreement to the contrary, the issuance of the PSUs (and
the Shares upon settlement of the PSUs) pursuant to this Agreement will be subject to compliance with all applicable requirements
of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system
upon which the Shares may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any
applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or
market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration
statement under the Securities Act, is at the time of issuance in effect with respect to the Shares issued or (b) in the opinion
of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the
registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction
the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any Shares
subject to the Award will relieve the Company of any liability in respect of the failure to issue such Shares as to which such
requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require the Participant to
satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and
to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the
Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents
with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance.


18.             
Section 409A. This Agreement and the Plan are intended to be exempt from or comply with the applicable requirements
of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent
that this Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A
of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and
the Internal Revenue Service with respect thereto. The Company shall have no liability to the Participant, or any other party,
if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant
or for any action taken by the Committee or the Company and, in the event that any amount or benefit under this Agreement or the
Plan becomes subject to penalties under Section 409A of the Code, 



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responsibility for payment of such penalties shall rest
solely with the Participant and not with the Company.


19.             
No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making
any recommendations regarding the Participant’s participation in the Plan, or his or her acquisition or sale of the underlying
Shares. the Participant should consult with his or her own personal tax, legal and financial advisors regarding the Participant’s
participation in the Plan before taking any action related to the Plan.


20.             
Country-Specific Provisions. The PSUs and the Shares subject to the PSUs shall be subject to any special terms and
conditions for the Participant’s country set forth in the Appendix, if applicable. Moreover, if the Participant relocates
to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Participant,
to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative
reasons. The Appendix constitutes part of this Agreement.


21.             
Imposition of Other Requirements. This grant is subject to, and limited by, all applicable laws and regulations and
such approvals by any governmental agencies or national securities exchanges, to the extent applicable, as may be required. The
Participant agrees that the Company shall have unilateral authority to amend the Plan and this Agreement without the Participant’s
consent to the extent necessary to comply with securities or other laws applicable to the issuance of Shares (including any state
“blue sky” laws). The Company reserves the right to impose other requirements on the Participant’s participation
in the Plan, on the PSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable
for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may
be necessary to accomplish the foregoing.


22.             
Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that the Participant may be subject
to insider trading restrictions and/or market abuse laws in applicable jurisdictions including, but not limited to, the United
States and, if different, the Participant’s country of residence, which may affect his or her ability to acquire or sell
Shares or rights to Shares (e.g., PSUs) under the Plan during such times as the Participant is considered to have “inside
information” regarding the Company (as defined by the laws in the applicable jurisdictions). Any restrictions under these
laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider
trading policy. The Participant is responsible for ensuring his or her compliance with any applicable restrictions and should speak
to his or her personal legal advisor on this matter.


23.             
Foreign Asset/Account Reporting; Exchange Controls. The Participant acknowledges that, depending on his or her country
of residence, the Participant may be subject to foreign asset and/or account reporting requirements and/or exchange controls as
a result of the vesting and settlement of the PSUs, the acquisition, holding and/or transfer of Shares or cash resulting from participation
in the Plan and/or the opening and maintaining of a brokerage or bank account in connection with the Plan. For example, the Participant
may be required to report such assets, accounts, account balances and values and/or related transactions to the tax or other authorities
in his or her country. The Participant may also be required to repatriate sale proceeds or other funds received pursuant to the
Plan to his or her country through a designated bank or 



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broker and/or within a certain time after receipt. The Participant is responsible
for ensuring compliance with any applicable requirements and should speak to his or her personal legal advisor regarding these
requirements.


24.             
No Secured Rights. The Participant’s right to payments under this Agreement shall not constitute nor be treated
as property or as a trust fund of any kind. The Participant’s rights are limited exclusively to the right to receive Shares
as provided in the Agreement. The Participant shall not have any rights as an owner of the Company with respect to any PSUs granted
to Participant. All benefits payable to the Participant shall be payable solely from the general assets of the Company and no separate
or special funds shall be established and no segregation of assets shall be made to assure the payment of benefits to Participant.
The Participant’s rights shall be limited to those rights that are specifically enumerated in the Agreement, and such rights
shall be for all purposes, unsecured contractual creditors’ rights against the Company only.


25.             
Binding Agreement; Assignment; Amendment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable
by the Company and its successors and assigns. The Participant shall not assign any part of this Agreement without the prior express
written consent of the Company, which consent may not be unreasonably withheld, conditioned or delayed. The Committee has the right
to amend, alter, suspend, discontinue or cancel the PSUs, prospectively or retroactively; provided that no such amendment shall
materially and adversely affect the Participant’s rights under this Agreement without the Participant’s consent, except
as provided in Sections 18 and 21 hereof and Section 14 of the Plan.


26.             
Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed to be a part of this Agreement.


27.             
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted
by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to
preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper
document bearing an original signature.


28.             
Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further
acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably
may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of
the transactions contemplated thereunder.


29.             
Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality
or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement
shall be construed and enforced as if the illegal or invalid provision had never been included herein.



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30.             
Confidentiality. The Participant agrees to keep strictly confidential and not to disclose to any Person the fact
that the Participant has been granted the PSUs or any terms of this Agreement; provided, however, that the Participant may disclose
the fact that the Participant has been granted the PSUs and the terms of this Agreement to the Participant’s attorney, accountant,
spouse or those employees of the Company or its Affiliates who are or will be involved in administering and implementing this Agreement.
The Participant specifically acknowledges and agrees to the provisions of Section 10(h) of the Plan (regarding confidentiality
and other restrictive covenants).


31.             
Acknowledgement & Acceptance within 30 Days. This grant is subject to acceptance, within 30 days of the Grant
Date, by electronic acceptance through the website of Merrill Lynch, the Company’s share plan administrator, or by signed
documents delivered to the Company. Failure to accept the PSUs within 30 days of the Grant Date may result in cancellation of
the PSUs.


 


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By
signing below, the Participant hereby acknowledges receipt of the PSUs issued on the Grant Date indicated above, which have been
issued under the terms and conditions of the Plan and this Agreement.


 


WEATHERFORD INTERNATIONAL PLC


By:_________________________________

Name:_______________________________

Title:________________________________


 


Accepted by:


____________________________________

[Name of the Participant]


Date:________________________________


 


 









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