exv10w1



 





EXHIBIT 10.1




NATIONAL OILWELL VARCO, INC.

LONG-TERM INCENTIVE PLAN




Nonqualified Stock Option Agreement




	 	 	 
	Grantee:

	 	                    
	 
	 	 
	Date of Grant:

	 	                    
	 
	 	 
	Exercise Price per Share:

	 	$                    
	 
	 	 
	Number of Option Shares Granted:

	 	                    






     1. Notice of Grant. National Oilwell Varco, Inc. (the “Company”) is pleased to notify
you that you have been granted an option (“Option”) to purchase the number of shares of Common
Stock of the Company set forth above pursuant to the National Oilwell Varco, Inc. Long-Term
Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan and this Agreement.
This Option is not intended to be an incentive stock option within the meaning of Section 422 of
the Code.



     2. Vesting and Exercise of Option. Subject to the further provisions of this
Agreement, the Option shall become vested and may be exercised in accordance with the following
schedule, by written notice to the Company at its principal executive office addressed to the
attention of its Secretary (or such other officer or employee of the Company as the Company may
designate from time to time):



	 	 	 
	NUMBER OF FULL YEARS	 	PERCENTAGE OF SHARES THAT MAY BE PURCHASED
	Less than 1 year
	 	0%
	 
	 	 
	1 year
	 	33 1/3%
	 
	 	 
	2 years
	 	66 2/3%
	 
	 	 
	3 years or more
	 	100%





Notwithstanding the above schedule, but subject to the further provisions hereof, upon the
occurrence of the following events the Option shall vest and become exercisable as provided below:




          (a) Disability. If your employment with the Company terminates by reason of a
disability that entitles you to benefits under the Company’s long-term disability plan, the
Option may be exercised at any time during the one-year period following such termination by
you or by your guardian or legal


 









 







 representative (or, if you die during such one-year period, by your estate or the person
who acquires the Option by will or the laws of descent and distribution), but only as to the
vested number of Option shares, if any, that you were entitled to exercise hereunder as of
the date your employment so terminates.




          (b) Death. If you die while in the employ of the Company, your estate (or the
person who acquires the Option by will or the laws of descent and distribution) may exercise
the Option at any time during the one-year period following the date of your death), but only
as to the vested number of Option shares, if any, that you were entitled to exercise
hereunder as of the date of your death.




          (c) Termination for Cause. If your employment is terminated by the Company for
cause, the Option automatically shall be cancelled and may not be exercised following your
termination. The term “cause” means (i) your gross negligence or willful misconduct in the
performance of your duties with respect to the Company or (ii) your final conviction of a
felony or a misdemeanor involving moral turpitude.




          (d) Other Terminations. If your employment with the Company is terminated for
any reason other than as provided above, including an Involuntary Termination (as defined
below), the Option, to the extent vested on the date of your termination, may be exercised,
at any time during the three-month period following such termination, by you or by your
guardian or legal representative (or by your estate or the person who acquires the Option by
will or the laws of descent and distribution or otherwise by reason of the death of you if
you die during such three-month period), but in each case only as to the vested number of
Option shares, if any, that you were entitled to purchase hereunder as of the date your
employment so terminates.




          (e) Change of Control. The Option shall become fully vested upon your
Involuntary Termination. As used in this paragraph, “Involuntary Termination” means your
termination from employment with the Company on or within twelve months following a Change of
Control that is either (i) initiated by the Company for reasons other than cause, or (ii)
initiated by you after (a) a reduction by the Company of your authority, duties or
responsibilities immediately prior to the Change of Control (excluding for this purpose (A)
an insubstantial reduction of such authorities, duties or responsibilities or an
insubstantial reduction of your offices, titles and reporting requirements, or (B) an
isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by
the Company promptly after receipt of notice thereof given by you), (b) a reduction of your
base salary or total compensation as in effect immediately prior to the Change of Control
(total compensation means for this purpose: base salary, participation in an annual bonus
plan, and participation in a long-term incentive plan), or (c) your transfer, without your
express written consent, to a location which is outside the general metropolitan area in
which your principal place of business immediately prior to the Change of Control may be
located or the Company’s requiring you to travel on Company business to a substantially
greater extent than required immediately prior to the Change of Control. The term “Change of
Control” shall mean: (i) the Company completes the sale of assets having a gross sales price
which exceeds 50% of the consolidated total capitalization of the Company (consolidated total
stockholders’ equity plus consolidated total long-term debt as determined in accordance with
generally accepted accounting principles) as at the end of the last full fiscal quarter prior
to the date such determination is made; or (ii) any corporation, person or group within the
meaning of Section 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the “Act”), becomes the beneficial owner (within the meaning of Rule 13d-3 under the Act) of
voting securities of the Company representing more than 30% of the total votes eligible to be
cast at any election of directors of the Company.




 









 








     For purposes of this Agreement, “employment with the Company” shall include being an employee
or a director of, or a consultant to, the Company or a Subsidiary.



     The provisions of any written employment or severance agreement between you and the Company
concerning the vesting, exercise and/or period for exercise of Company stock options are
incorporated hereby and made a part of this Agreement.



     There is no minimum or maximum number of Option shares that must be purchased upon exercise of
the Option. Instead, the Option may be exercised, at any time and from time to time, to purchase
any number of Option shares that are then vested according to the provisions of this Agreement.



     Notwithstanding any of the foregoing, the Option shall not be exercisable in any event after
the expiration of 10 years from the above Date of Grant.



     All Option shares that are not vested on your termination of employment as provided above
shall be automatically cancelled and forfeited without payment upon your termination.



     3. Method of Payment. Payment of the aggregate Exercise Price for the Shares being
purchased may be by any of the following, or a combination thereof: (a) cash; (b) check acceptable
to the Company; (c) consideration received by the Company under a “cashless broker” exercise
program approved by the Company; (d) the constructive surrender of Shares already owned by you; or
(e) with the consent of the Company (or the Committee if you are subject to Section 16(b) of the
Exchange Act), withholding Shares to be acquired upon exercise of the Option.



     4. Nontransferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during your
lifetime only by you. The terms of the Plan and this Agreement shall be binding upon your
executors, administrators, heirs, successors and assigns.



     5. Entire Agreement; Governing Law. This Option is granted under and governed by the
terms and conditions of the Plan and this Agreement. In the event of any conflict between the Plan
and this Agreement, the terms of the Plan shall control. Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in this Agreement. The Plan is
incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and you with respect to the subject matter hereof, and
may not be modified adversely to your interest except by means of a writing signed by the Company
and you. This Agreement is governed by the internal substantive laws, but not the choice of law
rules, of the state of Texas.



     6. Withholding of Tax. To the extent that the exercise of the Option results in the
receipt of compensation by you with respect to which the Company or a Subsidiary has a tax
withholding obligation pursuant to applicable law, unless other arrangements have been made by you
that are acceptable to the Company or such Subsidiary, which, with the consent of the Company (or
the Committee if you are subject to Section 16(b) of the Exchange Act), may include withholding a
number of Shares that would otherwise be delivered on exercise that have an aggregate Fair Market
Value that does not exceed the amount of taxes to be withheld, you shall deliver to the Company or
the Subsidiary such amount of money as the Company or the Subsidiary may require to meet its
withholding obligations under such applicable law. No delivery of Shares shall be made pursuant to
the exercise of the Option under this Agreement until you have paid or made arrangements approved
by the Company or the Subsidiary to satisfy in full the applicable tax withholding requirements of
the Company or Subsidiary.