exv10w33












Exhibit 10.33




BAKER HUGHES INCORPORATED

STOCK OPTION AGREEMENT




GRANT OF OPTION


The Compensation 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 grants to you, the above-named Participant, effective
as of the Grant Date set forth above (the “Grant Date”), an incentive stock option to purchase the
number of shares of the Company’s $1 par value per share common stock set forth above at the
exercise price set forth above for each share subject to this option, subject to adjustment as
provided in the Plan. The option is exercisable in installments in accordance with the Vesting
Schedule set forth above with the exercise price payable at the time of exercise. To the extent not
exercised, installments shall be cumulative and may be exercised in whole or in part until the
option terminates. The option may not be exercised after the Expiration Date.



By your acceptance of the option, you agree that the option is granted under, governed by and
subject to the terms of the Plan, this Stock Option Agreement and the Terms and Conditions of
Option Agreements (dated January 19, 2010). The shares of Common Stock (the “shares”) that may be
issued under this Plan are registered with the Securities and Exchange Commission (“SEC”) under a
Registration Statement on Form S-8. A Prospectus describing the Plan and the shares and the Terms
and Conditions can be found on the Baker Hughes Direct website at
www.bakerhughesdirect.com. You may obtain a copy of the Plan Prospectus by
requesting it from the Company.




	 	 	 	 	 
	 	BAKER HUGHES INCORPORATED

 	 
	 	
 	 
	 	Chad C. Deaton — Chairman, President & CEO 	 
	 	 	 
	 








 









 








BAKER HUGHES INCORPORATED




TERMS AND CONDITIONS

OF

OPTION AGREEMENTS

(January 19, 2010)




     These Terms and Conditions are applicable to an option granted pursuant to the Baker
Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan (the “Plan”) and are
incorporated as part of the Stock Option Agreement setting forth the terms of such option (the
“Agreement”).




	1.	 	TERMINATION OF EMPLOYMENT. The following provisions will apply in the event Participant’s
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:






1.1 Termination Generally. If Participant’s employment with the Company Group
terminates before the Expiration Date for any reason other than one of the reasons described
in Sections 1.2 through 1.6 below, all of Participant’s rights in the option shall terminate
and become null and void on the earlier of the Expiration Date or three years after the date
Participant’s employment with the Company Group terminates. In the event Participant’s
employment with the Company Group terminates for any reason, the option shall not continue
to vest after such termination of employment.




1.2 Termination for Cause. If Participant’s employment with the Company Group
terminates for Cause and such termination occurs (i) prior to a Change in Control that
occurs after the Grant Date or (ii) after the second anniversary of a Change in Control that
occurs after the Grant Date, all of Participant’s rights in the option shall terminate and
become null and void on the earlier of the Expiration Date or the date Participant’s
employment with the Company Group terminates for Cause. If Participant’s employment with
the Company Group terminates for Cause and such termination occurs within two years
following a Change in Control that occurs after the Grant Date, all of Participant’s rights
in the option shall terminate and become null and void on the earlier of the Expiration Date
or the date thirty (30) days after Participant’s employment with the Company Group
terminates for Cause. Termination for Cause includes (without limitation) fraud, theft,
embezzlement committed against the Company Group or a customer of the Company Group or any
of its affiliated companies, or for conflict of interest, unethical conduct, dishonesty
affecting the assets, properties or business of the Company Group, willful misconduct, or
continued material dereliction of duties.




1.3 Termination Without Cause or for Good Reason in Connection With a Change in
Control. Notwithstanding any other provision of the Agreement to the contrary, if a
Change in Control of the Company occurs, the provisions of Article 14 of the Plan shall
govern.




1.4 Divestiture of Business Unit. If the Company Group divests its ownership of a
business unit of the Company or one or more subsidiaries (a “Unit”) and Participant’s
employment with the Company Group terminates in connection with such Divestiture (other than
for Cause or death or due to Participant’s disability within the meaning of Section 1.5),
then Participant’s rights under the option that have not then vested shall vest on the
effective date of the Divestiture of the business unit All of Participant’s rights in the
option shall terminate and become null and void on the earlier of the Expiration Date or
three (3) years after the date Participant’s employment with the Company Group terminates.
A “Divestiture” includes the disposition of a Unit to an entity that the Company does not
consolidate in its financial statements, whether the disposition is structured as a sale or
transfer of stock, a merger, a consolidation or a sale or transfer of assets, or a
combination thereof, provided that a “Divestiture” shall not include a disposition that
constitutes a Change in Control.




1.5 Retirement or Disability. If Participant’s employment with the Company Group
terminates due to Participant’s Retirement or disability, then Participant’s rights under
the option that have not then vested shall vest on the effective date of Participant’s
Retirement or termination of employment due to disability. All of Participant’s rights in
the option shall terminate and become null and void on the earlier of the



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Expiration Date or five (5) years after the date Participant’s employment with the Company
Group terminates as a result of Retirement or a disability. For purposes of this Section
1.5, the term “Retirement” means the voluntary termination of Participant’s employment
relationship with the Company Group on or after the date on which the sum of Participant’s
age and years of service with the Company Group equals 65. For purposes of this Section
1.6, Participant will incur a “disability” if Participant qualifies for long-term disability
benefits under a long-term disability program sponsored by the Company. Note that if you
exercise an incentive stock option more than three months after the date of your termination
of employment, you may not be entitled to certain favorable federal income tax treatment
applicable to incentive stock options. You should consult with your tax advisor concerning
the tax consequences of exercising your option.




1.6 Death. If Participant’s employment with the Company Group terminates due to the
death of Participant, then Participant’s rights under the option that have not then vested
shall vest on the date of Participant’s death. All rights in the option shall terminate
and become null and void on the earlier of the Expiration Date or one year after the date
Participant’s death. After Participant’s death, his or her executors, administrators or any
person or persons to whom Participant’s option may be transferred by will or by the laws of
descent and distribution, shall have the right, at any time prior to the termination of the
option to exercise the option.




	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
Participant’s employment with the Company Group terminates, then all of Participant’s 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 Participant’s public use,
disclosure, or fault, or (b) becomes available to Participant on a non-confidential basis
after Participant’s 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 Participant’s 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 Committee’s 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 Company’s role as Plan
sponsor.






	12.	 	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 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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