exv10w1






Exhibit 10.1




EMPLOYMENT AGREEMENT




     This Employment Agreement (this “Agreement”) is entered into as of the date set forth
on the signature page hereto (the “Effective Date”) by and between Weatherford
International Ltd., a Swiss joint-stock corporation registered in Switzerland, Canton of Zug (the
“Company”), and the individual signing as “Executive” on the signature page hereto (the
“Executive”).



W I T N E S S E T H:




     WHEREAS, the Board of Directors of the Company has previously determined that it is in the
best interests of the Company and its shareholders to retain the Executive and to induce the
employment of the Executive for the long-term benefit of the Company; and



     WHEREAS, the Company desires to continue to employ the Executive on the terms set forth below
to provide services to the Company and its Affiliated companies, and the Executive is willing to
accept such continued employment and provide such services on the terms set forth in this
Agreement.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the parties hereto do hereby agree that:


1. Certain Definitions.




     (a) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated
under Section 12 of the Exchange Act.



     (b) “Annual Bonus” shall mean the Executive’s annual bonus under the
then-current annual incentive plan of the Company and any of its Affiliated companies.



     (c) “Annual Bonus Amount” shall mean the sum of (i) the amount of the Annual
Bonus, if any, paid or provided in any form (whether in cash, securities or any combination
thereof) by the Company or any of its Affiliated companies to or for the benefit of the Executive
for services rendered or labor performed during a fiscal year of the Company and (ii) the amount of
the discretionary bonus or other bonus paid outside of the Company’s annual incentive plan, if any,
paid or provided in any form (whether in cash, securities or any combination thereof) by the
Company or any of its Affiliated companies to or for the benefit of the Executive (it being
understood that if multiple bonuses are paid for any given year, or if a bonus is made in multiple
installments for a year, all such bonuses or installments shall be aggregated as a single payment
for that year in determining the Annual Bonus Amount). The Executive’s Annual Bonus Amount shall be
determined by including any portion thereof that the Executive could have received in cash or
securities in lieu of (i) any elective deferrals made by the Executive pursuant to all nonqualified
deferred compensation plans or (ii) elective contributions made on the Executive’s behalf by the
Company pursuant to a qualified cash or deferred arrangement (as defined in section 401(k) of the
Code) or pursuant to a plan maintained under section 125 of the Code.



     (d) “Applicable Multiple” shall mean the number identified as such on the
signature page hereto.



     (e) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under
the Exchange Act.



     (f) “Board” shall mean the Board of Directors of the Company.



 









 






     (g) “Cause” shall mean:



          (i) the willful and continued failure of the Executive to substantially perform the
Executive’s duties with the Company (other than any such failure resulting from incapacity due to
physical or mental illness or anticipated failure after the issuance of a Notice of Termination for
Good Reason by the Executive pursuant to Section 4(d)), after a written demand for
substantial performance is delivered to the Executive by the Board which specifically identifies
the manner in which the Executive has not substantially performed the Executive’s duties; or




          (ii) the Executive willfully engaging in illegal conduct or gross misconduct which
is materially and demonstrably injurious to the Company.




     No act, or failure to act, on the part of the Executive shall be considered “willful”
unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable
belief that the Executive’s action or omission was in the best interests of the Company. Any act,
or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or
upon the instructions of the Chief Executive Officer or of a more senior officer of the Company or
based upon the advice of counsel for the Company (which may be in-house counsel of the Company or
other counsel employed or engaged by the Company or its Subsidiaries) shall be conclusively
presumed to be done, or omitted to be done, by the Executive in good faith and in the best
interests of the Company. The cessation of employment of the Executive shall not be deemed to be
for Cause unless and until there shall have been delivered to the Executive a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership
of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is
provided to the Executive, and the Executive is given an opportunity, together with counsel, to be
heard before the Board), finding that, in the good faith opinion of the Board, the Executive is
guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars
thereof in detail.



     (h) “Change of Control” shall be deemed to have occurred if any event set
forth in any one of the following paragraphs shall have occurred:



          (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of twenty
percent (20%) or more of either (A) the then outstanding registered shares of the Company (the
“Outstanding Company Registered Shares”) or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”), excluding any Person who becomes
such a Beneficial Owner in connection with a transaction that complies with clauses (A), (B) and
(C) of paragraph (iii) below;




          (ii) individuals, who, as of the date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least two-thirds (2/3) of the
Board; provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the Company’s shareholders, was approved
by a vote of at least two-thirds (2/3) of the Incumbent Board shall be considered as though such
individual was a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or any other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;




          (iii) the consummation of a reorganization, merger, amalgamation, consolidation,
scheme of arrangement, exchange offer or similar transaction of the Company or any of its
Subsidiaries or the sale, transfer or other disposition of all or substantially all of the
Company’s Assets (any of which a “Corporate Transaction”), unless, following such Corporate
Transaction or series of related Corporate




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Transactions, as the case may be, (A) all of the
individuals and Entities who were the Beneficial Owners, respectively, of the Outstanding Company
Registered Shares and Outstanding Company Voting Securities immediately prior to such Corporate
Transaction beneficially own, directly or indirectly, more than sixty-six and two-thirds percent
(66-2/3%) of, respectively, the Outstanding Company Registered Shares and the combined voting power
of the Outstanding Company Voting Securities entitled to vote generally in the election of
directors (or other governing body), as the case may be, of the Entity resulting from such
Corporate Transaction (including, without limitation, an Entity which as a result of such
transaction owns the Company or all or substantially all of the Company’s Assets either directly or
through one (1) or more subsidiaries or Entities) in substantially the same proportions as their
ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Registered
Shares and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding
any Entity resulting from such Corporate Transaction or any employee benefit plan (or related
trust) of the Company or such Entity resulting from such Corporate Transaction) beneficially owns,
directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares
of common stock of the Entity resulting from such Corporate Transaction or the combined voting
power of the then outstanding voting securities of such Entity except to the extent that such
ownership existed prior to the Corporate Transaction and (C) at least two-thirds (2/3) of the
members of the board of directors (or other governing body) of the Entity resulting from such
Corporate Transaction were members of the Incumbent Board at the time of the approval of such
Corporate Transaction; or




          (iv) approval or adoption by the Board or the shareholders of the Company of a plan
or proposal which could result directly or indirectly in the liquidation, transfer, sale or other
disposal of all or substantially all of the Company’s Assets or the dissolution of the Company.




     (i) “Code” shall mean the Internal Revenue Code of 1986, as amended.



     (j) “Company” shall mean Weatherford International Ltd., a Swiss joint-stock
corporation registered in Switzerland, Canton of Zug, or any successor to Weatherford International
Ltd., including but not limited to any Entity into which Weatherford International Ltd. is merged,
consolidated or amalgamated, or any Entity otherwise resulting from a Corporate Transaction.



     (k) “Company’s Assets” shall mean the assets (of any kind) owned by the
Company, including, without limitation, the securities of the Company’s Subsidiaries and any of the
assets owned by the Company’s Subsidiaries.



     (l) “Disability” shall mean the absence of the Executive from performance of
the Executive’s duties with the Company on a substantial basis for one hundred twenty (120)
calendar days as a result of incapacity due to mental or physical illness.



     (m) “Employment Period” shall mean the period commencing on the Effective
Date and ending on the third anniversary of the Effective Date; provided, however,
that commencing on the date one year after the Effective Date, and on each annual anniversary of
such date (such date and each annual anniversary thereof shall be hereinafter referred to as the
“Renewal Date”), unless previously terminated, the Employment Period shall be automatically
extended so as to terminate three (3) years after such Renewal Date, unless at least sixty (60)
days prior to the Renewal Date the Company shall give notice to the Executive that the Employment
Period shall not be so extended.



     (n) “Entity” shall mean any corporation, partnership, association,
joint-stock company, limited liability company, trust, unincorporated organization or other
business entity.


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     (o) “ERP” shall mean the Weatherford International Ltd. Nonqualified
Executive Retirement Plan, as amended and restated effective December 31, 2008, as it may be
amended from time to time.



     (p) “Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as
amended from time to time.



     (q) “Good Reason” shall mean the occurrence of any of the following:



          (i) the assignment to the Executive of any position, authority, duties or
responsibilities inconsistent with the Executive’s position (including status, offices, titles and
reporting requirements), authority, duties or responsibilities as contemplated by Section
3(a), or any other action by the Company or any Subsidiary which results in a diminution in
such position, authority, duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Executive;




          (ii) any failure by the Company or any Subsidiary to comply with any of the
provisions of this Agreement (including, without limitation, its obligations under Section
3(a)), other than an isolated, insubstantial and inadvertent failure not occurring in bad faith
and which is remedied by the Company, or a Subsidiary, as appropriate, promptly after receipt of
notice thereof given by the Executive;




          (iii) any failure by the Company or any Subsidiary to continue to provide the
Executive with benefits currently enjoyed by the Executive under any of the Company’s or any
Subsidiary’s compensation, bonus, retirement, pension, savings, life insurance, medical, health and
accident, or disability plans, or the taking of any other action by the Company which would
directly or indirectly reduce any of such benefits or deprive the Executive of any fringe benefits
or perquisites currently enjoyed by the Executive;




          (iv) the Company’s requiring the Executive to be based at any office or location
other than as provided in Section 3(a)(i) or the Company’s requiring the Executive to
travel to a substantially greater extent than required immediately prior to the date hereof;




          (v) any purported termination by the Company of the Executive’s employment
(including, without limitation, any secondment of the Executive without the Executive’s prior
express agreement in writing);




          (vi) any failure by the Company to comply with and satisfy Section 12(c); or




          (vii) the giving of notice to the Executive that the Employment Period shall not be
extended.




     In the event of a Change of Control or other Corporate Transaction in which the Company’s
registered shares may cease to be publicly traded, following the Change of Control or the
consummation of such other Corporate Transaction, “Good Reason” shall be deemed to exist upon the
occurrence of any of the events listed in clauses (i) through (vii) above and also in the event
Executive is assigned to any position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities that are (A) not at or with the
publicly-traded ultimate parent company of the successor to the Company
or the corporation or other Entity surviving or resulting from such Corporate Transaction or
(B) inconsistent with the Executive’s position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated by Section 3(a).



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     For purposes of this Agreement, any good faith determination of “Good Reason” made by the
Executive shall be conclusive.



     (r) “IRS” shall mean the U.S. Internal Revenue Service.



     (s) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange
Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) the Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding
securities under a Benefit Plan of the Company or any of its Affiliated companies, (iii) an
underwriter temporarily holding securities pursuant to an offering by the Company of such
securities, or (iv) a corporation or other Entity owned, directly or indirectly, by the
shareholders of the Company in the same proportions as their ownership of registered shares of the
Company.



     (t) “Section 409A” means Section 409A of the Code and the final Department
of Treasury regulations issued thereunder.



     (u) “Section 409A Amounts” means those amounts that are deferred
compensation subject to Section 409A.



     (v) “Separation From Service” shall have the meaning ascribed to such term
in Section 409A.



     (w) “Specified Employee” shall have the meaning ascribed to such term in
Section 409A.



     (x) “SERP” shall mean the Weatherford International, Inc. Supplemental
Executive Retirement Plan effective January 1, 2010, as it may be amended from time to time.



     (y) “Subsidiary” shall mean any majority-owned subsidiary of the Company or
any majority-owned subsidiary thereof, or any other Entity in which the Company owns, directly or
indirectly, a significant financial interest provided that the Chief Executive Officer of the
Company designates such Entity to be a Subsidiary for the purposes of this Agreement.


2. Employment Period. The Company hereby agrees that the Company will continue
the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company
subject to the terms and conditions of this Agreement during the Employment Period. During the
Employment Period, the Executive, with his prior express agreement, may be seconded to the
employment of Weatherford U.S., L.P. (or such other Affiliated company as specifically agreed by
the Executive) (the “Seconded Affiliate Company”), but without prejudice to the Company’s
obligations or the Executive’s rights under this Agreement. The Executive shall carry out his
duties as if they were duties to be performed on behalf of the Company. Each Seconded Affiliate
Company shall be subject to all of the obligations and agreements of the Company under this
Agreement and the Company shall be responsible for actions and inactions of the Seconded Affiliate
Company. Any breach or failure to abide by the terms and conditions of this Agreement by a
Seconded Affiliate Company shall be deemed to constitute a breach or failure to abide by the
Company. The Executive has the right, in his sole discretion, to revoke his agreement to be
seconded to the employment of any Seconded Affiliate Company at any time.



3. Terms of Employment.




     (a) Position and Duties.



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          (i) During the Employment Period, (A) the Executive’s position with the Company
(including status, offices, titles, reporting requirements, authority, duties and responsibilities)
shall be as identified on the signature page hereto, (B) the Executive’s services shall be
performed at the Company’s office identified on the signature page hereto (or other locations less
than thirty-five (35) miles from such location); and (C) the Executive will report directly to the
position identified on the signature page hereto.




          (ii) During the Employment Period, and excluding any periods of vacation and sick
leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and
time during normal business hours to the business and affairs of the Company and, to the extent
necessary to discharge the responsibilities assigned to the Executive hereunder, to use the
Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.
During the Employment Period it shall not be a violation of this Agreement for the Executive to (A)
serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill
speaking engagements or teach at educational institutions and (C) manage personal investments, so
long as such activities in clause (A), (B), and (C) together do not significantly interfere with
the performance of the Executive’s responsibilities as an employee of the Company in accordance
with this Agreement. It is expressly understood and agreed that to the extent that such activities
have been conducted by the Executive prior to the date hereof, the continued conduct of such
activities (or the conduct of activities similar in nature and scope thereto) subsequent to the
date hereof shall not thereafter be deemed to interfere with the performance of the Executive’s
responsibilities to the Company.




     (b) Compensation.



          (i) Base Salary. During the Employment Period, the Executive shall receive an
annual base salary equal to the current base salary being received by the Executive (“Annual
Base Salary”), which shall be paid at a monthly rate. During the Employment Period, the Annual
Base Salary shall be reviewed no more than twelve (12) months after the last salary increase
awarded to the Executive prior to the date hereof and thereafter at least annually;
provided, however, that a salary increase shall not necessarily be awarded as a
result of such review. Any increase in Annual Base Salary may not serve to limit or reduce any
other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced
after any such increase. The term “Annual Base Salary” as utilized in this Agreement shall refer
to Annual Base Salary as so increased.




          (ii) Annual Bonus. The Executive shall be eligible for an Annual Bonus for each
fiscal year ending during the Employment Period on the same basis as other executive officers under
the Company’s then-current executive officer annual incentive program. Each such Annual Bonus
shall be paid no later than two and a half (21/2) months after the end of the fiscal year for which
the Annual Bonus is awarded.




          (iii) Incentive, Savings and Retirement Plans. During the Employment Period, the
Executive shall be entitled to participate in all incentive, savings and retirement plans,
practices, policies and programs applicable generally to all executive officers of the Company and
its Affiliated companies, but in no event shall such plans, practices, policies and programs
provide the Executive with incentive opportunities (measured with respect to both regular and
special incentive opportunities, to the extent, if any, that such distinction is applicable),
savings opportunities and retirement benefit opportunities, in each case, less favorable, in the
aggregate, than the most favorable of those provided by the Company and its Affiliated companies
for the Executive under such plans, practices, policies and programs as in effect on the date
hereof.




          (iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or the
Executive’s family, as the case may be, shall be eligible to participate in and shall receive all
benefits




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under welfare benefit and retirement plans, practices, policies and programs provided by
the Company and its Affiliated companies (including, without limitation, medical, prescription,
dental, disability, salary continuance, employee life, group life, accidental death and travel
accident insurance plans and programs) to the extent applicable generally to all executive officers
of the Company and its Affiliated companies, but in no event shall such plans, practices, policies
and programs provide the Executive with benefits which are less favorable, in the aggregate, than
the most favorable of those provided by the Company and its Affiliated companies for the Executive
under than such plans, practices, policies and programs of the Company and its Affiliated companies
in effect for the Executive on the date hereof.




          (v) Fringe Benefits. During the Employment Period, the Executive shall be entitled
to (A) at Executive’s option, a monthly car allowance or use of an automobile, and (B) such other
fringe benefits (including, without limitation, payment of club dues, financial planning services,
cellular telephone, mobile email, annual physical examinations, payment of professional fees and
professional taxes and payment of related expenses, as appropriate) in accordance with the most
favorable plans, practices, programs and policies of the Company and its Affiliated companies in
effect for the Executive on the date hereof.




          (vi) Expenses. During the Employment Period, the Executive shall be entitled to
receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance
with the most favorable policies, practices and procedures of the Company and its Affiliated
companies in effect for the Executive on the date hereof.




          (vii) Vacation. During the Employment Period, the Executive shall be entitled to at
least four (4) weeks paid vacation or such greater amount of paid vacation as may be applicable to
the executive officers of the Company and its Affiliated companies.




          (viii) Deferred Compensation Plan. During the Employment Period, the Executive
shall be entitled to continue to participate in any deferred compensation or similar plans in which
executive officers of the Company and its Affiliated companies participate.




     (c) Termination of Prior Agreements. The Executive acknowledges and agrees that
this Agreement is being executed in replacement of any and all employment agreements existing
between the Executive and the Company (including, without limitation, any agreement entered into
with Weatherford International Ltd., an exempted company incorporated with limited liability under
the laws of Bermuda, that was assumed by the Company), Weatherford International, Inc., a Delaware
corporation, or their Affiliated companies (the “Prior Agreements”). As a result, the
Executive and the Company agree that the Prior Agreements are hereby terminated and of no further
force and effect (other than provisions in the Prior Agreements expressly intended to survive
pursuant to their terms). Specifically, the Executive agrees that any requirement in any Prior
Agreement that the Company or any Affiliated company enter into an employment or other agreement
with the Executive (or provide any benefits, including under retirement plans) meeting any minimum
standards by a certain date is satisfied by the execution and delivery of this Agreement (subject
to Section 13(g)).


4. Termination of Employment.




     (a) Death or Disability. The Executive’s employment shall terminate automatically
upon the Executive’s death during the Employment Period. If the Company determines in good faith
that the Disability of the Executive has occurred during the Employment Period, it may provide the
Executive with written notice in accordance with Section 13(b) of its intention to terminate the
Executive’s employment. In such event, the Executive’s employment with the Company shall terminate
effective thirty (30) days after receipt of such notice by the Executive (the “Disability Effective
Date”), provided



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that within the thirty (30)-day period after such receipt, the Executive shall not
have returned to full-time performance of the Executive’s duties. In addition, if a physician
selected by the Executive determines that the Disability of the Executive has occurred, the
Executive (or his representative) may provide the Company with written notice in accordance with
Section 13(b) of the Executive’s intention to terminate his employment. In such event, the
Disability Effective Date shall be thirty (30) days after receipt of such notice by the Company.




     (b) Cause. The Company may terminate the Executive’s employment during the
Employment Period for Cause.



     (c) Good Reason. The Executive’s employment may be terminated by the Executive at
any time during the Employment Period for Good Reason.



     (d) Notice of Termination. Any termination during the Employment Period by the
Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 13(b). For purposes
of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the
specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to provide a basis for termination
of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination
(as defined below) is other than the date of receipt of such notice, specifies the termination date
(which date, in the case of a notice by the Company, shall be not more than thirty (30) days after
the giving of such notice). The failure by the Executive or the Company to set forth in the Notice
of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause
shall not waive any right of the Executive or the Company, respectively, from asserting such fact
or circumstance in enforcing the Executive’s or the Company’s rights hereunder.



     (e) Date of Termination. “Date of Termination” shall mean:



          (i) if the Executive’s employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or any later date
specified therein, as the case may be;




          (ii) if the Executive’s employment is terminated by the Company other than for
Cause, the Date of Termination shall be the date on which the Executive receives notice of such
termination; and




          (iii) if the Executive’s employment is terminated by reason of death or Disability,
the Date of Termination shall be the date of death of the Executive or the Disability Effective
Date, as the case may be.



5. Obligations of the Company Upon Termination.




     (a) Benefit Obligation and Accrued Obligation Defined. For purposes of this
Agreement, “Benefit Obligation” shall mean all benefits to which the Executive (or his
designated beneficiary or legal representative, as applicable) is entitled or vested (or becomes
entitled or vested as a result of termination) under the terms of all employee benefit and
compensation plans, agreements, arrangements, programs, policies, practices, contracts or agreement
of the Company and its Affiliated companies (collectively,“Benefit Plans”) in which the Executive is a participant as of the Date of Termination
and to the extent not theretofore paid or provided. “Accrued Obligation” means the sum of
(i) the Executive’s Annual Base Salary through the Date of Termination for periods through but not
following his Separation From



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Service and (ii) any accrued vacation pay earned by the Executive, in
each case, to the extent not theretofore paid.




     (b) Death, Disability, Good Reason or Other than For Cause. If, during the
Employment Period, the Executive’s employment is terminated by reason of the Executive’s death or
Disability, by the Company for any reason other than for Cause or by the Executive for Good Reason:



          (i) The Company shall pay (or cause to be paid) to the Executive (or Executive’s
heirs, beneficiaries or representatives as applicable), (A) in a lump sum in cash (I) the Accrued
Obligation within thirty (30) days after the Date of Termination and (II) the Benefit Obligation at
the times specified in and in accordance with the terms of the applicable Benefit Plans, and (B) at
the times specified in clause (ix), the following amounts:




               (I) an amount equal to the Executive’s Annual Base Salary through the Date of Termination for
periods following his Separation From Service to the extent not theretofore paid;



               (II) an amount equal to the product of (i) the higher of (x) the highest Annual Bonus Amount
for the preceding five (5) calendar years and (y) the Annual Bonus Amount that would be payable in
respect of the current fiscal year (and annualized for any fiscal year consisting of less than
twelve (12) months) (such higher amount being referred to as the “Highest Annual Bonus”)
and (ii) a fraction, the numerator of which is the number of days in the current fiscal year
through the Date of Termination, and the denominator of which is three hundred sixty-five (365);



               (III) an amount equal to the Applicable Multiple times the sum of (i) the highest Annual Base
Salary received by the Executive in the last five (5) years ended prior to the Termination Date and
(ii) the Highest Annual Bonus;



               (IV) an amount equal to the Applicable Multiple times the sum of (i) the total of the employer
basic and matching contributions credited to the Executive under the Company’s 401(k) Savings Plan
(the “401(k) Plan”) during the twelve (12)-month period immediately preceding the month of
the Executive’s Date of Termination, and (ii) the amount that would have been credited and
contributed to the Executive and his accounts under all other deferred compensation plans
(excluding amounts payable under the ERP and the SERP, if any) using the amounts specified in
clauses (i) and (ii) of Section 5(b)(i)(III), such total amount to be grossed up so that
the amount the Executive actually receives after payment of any federal or state taxes payable
thereon equals the amount first described above; and



               (V) an amount equal to the total value of all fringe benefits received by the Executive on an
annualized basis multiplied by the Applicable Multiple.



          (ii) For a period of equal to one year multiplied by the Applicable Multiple from
the Executive’s Date of Termination, or such longer period as may be provided by the terms of the
appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive
and the Executive’s family equal to those which would have been provided to them in accordance with
the plans, programs, practices and policies described in Section 3(b)(iv) if the
Executive’s employment had not been terminated; provided, however, that with
respect to any of such plans, programs, practices or policies requiring an employee contribution,
the Executive (or Executive’s heirs or beneficiaries as applicable) shall continue to pay the
monthly employee contribution for same, and provided further, that if the Executive becomes re-employed by another employer and is eligible to receive medical or
other welfare benefits under another employer provided plan, the medical and other welfare benefits
described herein shall be secondary to those provided under such other plan during such applicable
period of




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eligibility. If any of the dental, accident, health insurance or other benefits specified
in this Section 5(b)(ii) are taxable to the Executive and are not exempt from Section 409A,
the following provisions shall apply to the reimbursement or provision of such benefits. The
Executive shall be eligible for reimbursement for covered welfare expenses, or for the provision of
such benefits on an in-kind basis, during the period commencing on Executive’s Date of Termination
and ending on the third anniversary of such date. The amount of such welfare benefit expenses
eligible for reimbursement or the in-kind benefits provided under this Section 5(b)(ii),
during the Executive’s taxable year will not affect the expenses eligible for reimbursement, or the
benefits to be provided, in any other taxable year (with the exception of applicable lifetime
maximums applicable to medical expenses or medical benefits described in Section 105(b) of the
Code). The Executive’s right to reimbursement or direct provision of benefits under this
Section 5(b)(ii) is not subject to liquidation or exchange for another benefit. To the
extent that the benefits provided to the Executive pursuant to this Section 5(b)(ii) are
taxable to the Executive and are not otherwise exempt from Section 409A, any reimbursement amounts
to which the Executive would otherwise be entitled under this Section 5(b)(ii) during the
first six (6) months following the date of the Executive’s Separation From Service shall be
accumulated and paid to the Executive on the date that is six (6) months following the date of his
Separation From Service. All reimbursements by the Company under this Section 5(b)(ii)
shall be paid no later than the earlier of (i) the time periods described above and (ii) the last
day of the Executive’s taxable year following the taxable year in which the expense was incurred by
the Executive.




          (iii) All benefits and amounts under the Company’s deferred compensation plan and
all other Benefit Plans (except as specifically provided for in Section 6(b)), not already
vested shall become immediately one hundred percent (100%) vested as of the Date of Termination.
All options to acquire registered shares of the Company, all restricted registered shares of the
Company, all restricted stock units, and all share appreciation rights the value of which is
determined by reference to or based upon the value of registered shares of the Company, held by the
Executive under any plan of the Company or its Affiliated companies shall become immediately
vested, exercisable and nonforfeitable. The effect, if any, of a Change of Control on any other
equity incentives and other awards the value of which is determined by reference to or based upon
the value of registered shares of the Company shall be determined in accordance with the terms of
the applicable award agreement.




          (iv) The Company shall, at its sole expense as incurred, provide the Executive with
reasonable outplacement services from a provider selected by the Executive in his sole discretion.
The Company shall directly pay the provider the fees for such outplacement services. The period
during which such outplacement services shall be provided to the Executive at the expense of the
Company shall not extend beyond the last day of the second taxable year of the Executive following
the taxable year of the Executive during which he incurs a Separation From Service.




          (v) At the time specified in clause (ix) below, ownership of all country club
memberships, luncheon clubs and other memberships which the Company was providing for the
Executive’s or his family’s use prior to the time that the Notice of Termination is given shall be
transferred and assigned to the Executive at no cost to the Executive (other than ordinary income
taxes owed), the cost of transfer, if any, to be borne by the Company.




          (vi) At the time specified in clause (ix) below, the Company shall either transfer
to the Executive ownership and title to the Executive’s company car at no cost (other than ordinary
income taxes owed by the Executive) to the Executive or, if the Executive receives a monthly car
allowance in lieu of a Company car, pay the Executive a lump sum in cash equal to the Executive’s annual
car allowance multiplied by the Applicable Multiple.




10









 






          (vii) If the Executive’s employment is terminated by reason of the Executive’s
death, the Benefit Obligation shall also include, without limitation, and the Executive’s estate
and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable
benefits provided by the Company and its Affiliated companies to the estates and beneficiaries of
the executive officers of the Company and such Affiliated companies under such plans, programs,
practices and policies relating to death benefits, if any, in effect on the date hereof or, if more
favorable, those in effect on the date of the Executive’s death.




          (viii) If the Executive’s employment is terminated by reason of the Executive’s
Disability, the Benefit Obligation shall also include, without limitation, and the Executive shall
be entitled after the Disability Effective Date to receive, disability and other benefits at least
equal to the most favorable benefits generally provided by the Company and its Affiliated companies
to the Executive’s disabled peer executive officers and/or their families in accordance with such
plans, programs, practices and policies relating to disability, if any, in effect generally on the
date hereof or, if more favorable, those in effect at the time of the Disability.




          (ix) The Company shall pay or provide to the Executive the amounts or benefits
specified in Section 5(b)(i) and Sections 5(b)(v) and 5(b)(vi) thirty (30)
days following the date of the Executive’s Separation From Service if he is not a Specified
Employee on the date of his Separation From Service or on the date that is six (6) months following
the date of his Separation From Service if he is a Specified Employee.




          (x) If the Executive is a Specified Employee, on the date that is six (6) months
following the Executive’s Separation From Service, the Company shall pay to the Executive, in
addition to the amounts reflected in clause (ix), an amount equal to the interest that would be
earned on the amounts specified in Section 5(b)(i) and, to the extent subject to a
mandatory six-month delay in payment, all amounts payable under the ERP and the SERP, if any, for
the period commencing on the date of the Executive’s Separation From Service until the date of
payment of such amounts, calculated using an interest rate of five percent (5%) per annum (the
“Interest Amount”).




     (c) Cause. If the Executive’s employment is terminated for Cause during and prior
to the expiration of the Employment Period, this Agreement shall terminate without further
obligations to the Executive, other than the obligation to pay to the Executive (i) (A) the Accrued
Obligation and (B) the Benefit Obligation in accordance with the terms of the applicable Benefit
Plans, and (ii) his Annual Base Salary through the Date of Termination for periods following his
Separation From Service on the date that is thirty (30) days following the date of the Executive’s
Separation From Service if he is not a Specified Employee or on the date that is six (6) months
following the date of his Separation From Service if he is a Specified Employee.



     (d) Termination by Executive Other Than for Good Reason. If the Executive
voluntarily terminates his employment during and prior to the expiration of the Employment Period
for any reason other than for Good Reason, the Executive’s employment shall terminate without
further obligations to the Executive, other than the obligation to pay to the Executive (i) the
Accrued Obligation, (ii) the Benefit Obligation, (iii) his Annual Base Salary through the Date of
Termination for periods following his Separation From Service, and (iv) the rights provided in
Section 6. The Accrued Obligation shall be paid to the Executive in a lump sum in cash
within thirty (30) days after the Date of Termination and the Benefit Obligation shall be paid in
accordance with the terms of the applicable Benefit Plans. The Company shall pay to the Executive the amount specified in clause (iii) on the
date that is thirty (30) days following the date of the Executive’s Separation From Service if he is not a
Specified Employee or on the



11









 





date that is six (6) months following the date of his Separation From
Service if he is a Specified Employee.



6. Other Rights.




     (a) Except as provided herein, nothing in this Agreement shall prevent or limit the
Executive’s continuing or future participation in any plan, program, policy or practice provided by
the Company or any of its Affiliated companies and for which the Executive may qualify, nor shall
anything herein limit or otherwise affect such rights as the Executive may have under any plan,
contract or agreement with the Company or any of its Affiliated companies. Except as otherwise
expressly provided herein, amounts which are vested benefits, which vest according to the terms of
this Agreement or which the Executive is otherwise entitled to receive under any Benefit Plans or
any other plan, policy, practice or program of or any contract or agreement with the Company or any
of its Affiliated companies prior to, at or subsequent to the Date of Termination shall be payable
in accordance with such plan, policy, practice, program, contract or agreement. If any severance
payments are required to be paid to the Executive in conjunction with severance of employment under
federal, state or local law, the severance payments paid to the Executive under this Agreement will
be deemed to be in satisfaction of any such statutorily required benefit obligations to the extent
that doing so would not result in an acceleration of payment of nonqualified deferred compensation
that is prohibited under Section 409A.



     (b) Solely with respect to the ERP and the SERP, if the Executive’s employment is
terminated for any reason whatsoever, with or without Cause, and no Change of Control has occurred
or is pending, any ERP or SERP benefits payable shall only be those that are payable, if any, under
the terms of the ERP or SERP as of the Date of Termination.


7. Full Settlement.




     (a) No Rights of Offset. The Company’s obligation to make the payments provided for
in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may
have against the Executive or others.



     (b) No Mitigation Required. The Company agrees that, if the Executive’s employment
with the Company terminates, the Executive is not required to seek other employment or to attempt
in any way to reduce any amounts payable to the Executive by the Company pursuant to this
Agreement. Further, except as specified in Section 5(b)(ii), the amount of any payment or
benefit provided for in this Agreement shall not be reduced by any compensation earned by the
Executive as the result of employment by another employer, by retirement benefits, by offset
against any amount claimed to be owed by the Executive to the Company, or otherwise.



     (c) Legal Fees. The Company agrees to pay promptly as incurred, to the full extent
permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result
of any contest (regardless of the outcome thereof) by the Company or the Executive of the validity
or enforceability of, or liability under, any provision of this Agreement or any guarantee of
performance thereto (including as a result of any contest by the Executive about the amount of any
payment pursuant to this Agreement). The legal fees or expenses that are subject to reimbursement
pursuant to this Section 7(c) shall not be limited as a result of when the fees or expenses
are incurred. The amount of legal fees or expenses that is eligible for reimbursement pursuant to
this Section 7(c) during a given taxable year of the Executive shall not affect the amount
of expenses eligible for reimbursement in any other taxable year of
the Executive. The right to reimbursement pursuant to this Section 7(c) is not subject
to liquidation or exchange for another benefit. Any amount to which the Executive is entitled to
reimbursement under this



12









 





Section 7(c) during the first six (6) months following the date of
the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date
that is six (6) months following the date of his Separation From Service. All reimbursements by the
Company under this Section 7(c) shall be paid no later than the earlier of (i) the time
periods described above and (ii) the last day of the Executive’s taxable year next following the
taxable year in which the expense was incurred by the Executive.



8. Certain Additional Payments by the Company.




     (a) Anything in this Agreement to the contrary notwithstanding, if it shall be
determined that any payment or distribution by the Company or any of its Affiliated companies to or
for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement, any other plan, agreement or contract or otherwise, but determined
without regard to any additional payments required under this Section 8) (a
“Payment”) would be subject to any additional tax or excise tax imposed by Sections 409A,
457A or 4999 of the Code (and any successor provisions or sections to Sections 409A, 457A and 4999)
or any interest or penalties are incurred by the Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter collectively referred to
as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the
Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment
by the Executive of all taxes (including any interest or penalties imposed with respect to such
taxes), including without limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount
of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment
shall be made by the Company at least ten (10) days prior to the date that the Executive is
required to remit to the relevant taxing authority any federal, state and local taxes imposed upon
the Executive, including the amount of additional taxes imposed upon the Executive due to the
Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this
Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under
this Section 8(a) during the first six (6) months following the date of the Executive’s
Separation From Service shall be accumulated and paid to the Executive on the date that is six (6)
months following the date of his Separation From Service. All reimbursements by the Company under
this Section 8(a) be paid no later than the earlier of (i) the time periods described above
and (ii) the last day of the Executive’s taxable year next following the taxable year in which the
expense was incurred by the Executive.



     (b) Subject to the provisions of Section 8(c), all determinations required
to be made under this Section 8, including whether and when a Gross-Up Payment is required
and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such
determination shall be made by PricewaterhouseCoopers or, as provided below, such other certified
public accounting firm as may be designated by the Executive (the “Accounting Firm”) which
shall provide detailed supporting calculations both to the Company and the Executive within fifteen
(15) business days after the receipt of notice from the Executive that there has been a Payment, or
such earlier time as is requested by the Company. In the event that the Accounting Firm is serving
as accountant or auditor for the individual, Entity or group effecting the Change of Control, the
Executive shall appoint another nationally recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the Accounting Firm
hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any
Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to
the Executive within five (5) days after the receipt of the Accounting Firm’s determination. Any
determination by the Accounting Firm, absent manifest error, shall be binding upon the Company and
the Executive, subject to the last sentence of Section 8(a), and in no event later than the
payment deadline specified in Section 8(a). As a result of the uncertainty in the
application of section 4999 of the
Code at the time of the initial determination by the Accounting Firm hereunder, it is possible
that Gross-Up Payments which will not have been made by the Company should have been made
(“Underpayment”),



13









 





consistent with the calculations required to be made hereunder. In the
event that the Company exhausts its remedies pursuant to Section 8(c) and the Executive
thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by
the Company to or for the benefit of the Executive, subject to the last sentence of Section
8(a), and in no event later than the payment deadline specified in Section 8(a).




     (c) The Executive shall notify the Company in writing of any claim by the IRS that,
if successful, would require the payment by the Company of the Gross-Up Payment (or an additional
Gross-Up Payment) in the event the IRS seeks higher payment. Such notification shall be given as
soon as practicable, but no later than ten (10) business days after the Executive is informed in
writing of such claim, and shall apprise the Company of the nature of such claim and the date on
which such claim is requested to be paid. The Executive shall not pay such claim prior to the
expiration of the thirty (30)-day period following the date on which he gives such notice to the
Company (or such shorter period ending on the date that any payment of taxes with respect to such
claim is due). If the Company notifies the Executive in writing prior to the expiration of such
period that it desires to contest such claim, the Executive shall:



          (i) give the Company any information reasonably requested by the Company relating to
such claim;




          (ii) take such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including without limitation, accepting legal
representation with respect to such claim by an attorney reasonably selected by the Company;




          (iii) cooperate with the Company in good faith in order to effectively contest such
claim; and




          (iv) permit the Company to participate in any proceedings relating to such claims;
provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred at any time during the period that
ends ten (10) years following the lifetime of the Executive in connection with such proceedings and
shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or
income tax (including interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 8(c), the Company shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forego any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect of such claim and may,
at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to
determination before any administrative tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as the Company shall determine; provided, however, that if
the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance
the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including
interest or penalties with respect thereto) imposed with respect to such advance or with respect to
any imputed income with respect to such advance; and further provided that any extension of the
statute of limitations relating to payment of taxes for the taxable year of the Executive with
respect to which such contested amount is claimed to be due is limited solely to such contested
amount. The Company shall not direct the Executive to pay such a claim and sue for a refund if, due
to the prohibitions of section 402 of the Sarbanes-Oxley Act of 2002, the
Company may not advance to the Executive the amount necessary to pay such claim. All such
costs and expenses shall be made by the Company at least ten (10) days prior to the date that the
Executive is




14









 





required to pay or incur such costs and expenses. The costs and expenses that are
subject to be paid by the Company pursuant to this Section 8(c) shall not be limited as a
result of when the costs or expenses are incurred. The amounts of costs or expenses that are
eligible for payment pursuant to this Section 8(c)(iv) during a given taxable year of the
Executive shall not affect the amount of costs or expenses eligible for payment in any other
taxable year of the Executive. The right to payment of costs and expenses pursuant to this
Section 8(c)(iv) is not subject to liquidation or exchange for another benefit.
Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive
would otherwise be entitled under this Section 8(c)(iv) during the first six (6) months
following the date of the Executive’s Separation From Service shall be accumulated and paid to the
Executive on the date that is six (6) months following the date of his Separation From Service. All
reimbursements by the Company under this Section 8(c)(iv) shall be paid no later than the
earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable
year next following the taxable year in which the expense was incurred by the Executive.




     (d) If, after the receipt by the Executive of an amount advanced by the Company
pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect
to such claim, the Executive shall (subject to the Company’s complying with the requirements of
Section 8(c)) promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the
Executive of an amount advanced by the Company pursuant to Section 8(c), a determination is
made that the Executive shall not be entitled to any refund with respect to such claim and the
Company does not notify the Executive in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30) days after such determination, then such advance shall not
be required to be repaid.



     (e) Any provision in this Agreement or any other plan or agreement to the contrary
notwithstanding, if the Company is required to pay a Gross-Up Payment pursuant to the provisions of
this Agreement and pursuant to the provisions of another plan or agreement, then the Company shall
pay the total of the amounts determined pursuant to this Agreement and the provisions of such other
plan or agreement.


9. Confidential Information. The Executive shall hold in a fiduciary capacity
for the benefit of the Company all secret or confidential information, knowledge or data relating
to the Company or any of its Affiliated companies, and their respective businesses, which shall
have been obtained by the Executive during the Executive’s employment by the Company or any of its
Affiliated companies, provided that it shall not apply to information which is or shall become
public knowledge (other than by acts by the Executive or representatives of the Executive in
violation of this Agreement), information that is developed by the Executive independently of such
information, or knowledge or data or information that is disclosed to the Executive by a third
party under no obligation of confidentiality to the Company. After termination of the Executive’s
employment with the Company, the Executive shall not, without the prior written consent of the
Company or as may otherwise be required by law or legal process, communicate or divulge any such
information, knowledge or data to anyone other than the Company and those designated by it. In no
event shall an asserted violation of the provision of this Section 9 constitute a basis for
deferring or withholding any amounts otherwise payable to the Executive under this Agreement.



10. Disputed Payments And Failures To Pay. If the Company fails to make a payment
under this Agreement in whole or in part as of the payment date specified in this Agreement, either
intentionally or unintentionally, other than with the consent of the Executive, the Company shall
owe the Executive interest on the delayed payment at the applicable Federal rate provided for in
section 7872(f)(2)(A) of the Code if the Executive (i) accepts the portion (if any) of the payment
that the Company is willing to make
(unless such acceptance will result in a relinquishment of the claim to all or part of the
remaining amount) and (ii) makes prompt and reasonable good faith efforts to collect the remaining
portion of the payment.




15









 





Any such interest payments shall become due and payable effective as of the
applicable payment date(s) specified in Section 5 with respect to the delinquent payment(s)
due under Section 5.



11. Funding. The Executive shall have no right, title, or interest whatsoever in
or to any assets of the Company or any investments which the Company may make to aid it in meeting
its obligations under this Agreement. The Executive’s right to receive payments under this
Agreement shall be no greater than the right of an unsecured general creditor of the Company.
Immediately prior to a Change in Control, the Company shall create an irrevocable grantor trust
(the “Rabbi Trust”) which shall be subject to the claims of creditors of the Company. In
the event that the Executive is a Specified Employee at the time he incurs a Separation From
Service or at the time the Company determines that it is reasonably likely that the Executive will
incur a Separation From Service in connection with a Change in Control, then immediately upon the
Executive’s Separation From Service or, if earlier, the date on which the Company makes a
determination that the Executive is reasonably likely to incur a Separation From Services in
connection with a Change in Control, the Company shall transfer to the Rabbi Trust cash sufficient
(on an undiscounted basis) to pay the cash amounts specified in Section 5(b)(i), the
estimated amount of the Gross-Up Payment to be made under Section 6 and the Interest
Amount. The cash amounts specified in Section 5(b)(i), the Gross-Up Payment and the
Interest Amount shall be paid from the Rabbi Trust on the dates specified in Sections 5 and
8 herein, provided that the Company shall remain liable to pay any all amounts which for
any reason are not paid from the Rabbi Trust. The trustee of the Rabbi Trust shall be a bank or
trust company selected by the Company and approved by the Executive (in his sole discretion) prior
to the Change in Control.



12. Successors.




     (a) This Agreement is personal to the Executive and shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This Agreement shall
inure to the benefit of and be enforceable by the Executive’s personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and legatees.



     (b) This Agreement shall inure to the benefit of and be binding upon the Company and
its successors and assigns.



     (c) In addition to any obligations imposed by law upon any successor to the Company,
the Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation, amalgamation, scheme of arrangement, exchange offer, operation of law or otherwise
(including any purchase, merger, amalgamation, Corporate Transaction or other transaction involving
the Company or any Subsidiary or Affiliate of the Company)), to all or substantially all of the
Company’s business and/or Company’s Assets to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform it if no
such succession had taken place. Failure of the Company to obtain such assumption and agreement at
or prior to the effectiveness of any such succession shall be a breach of this Agreement and shall
entitle the Executive to compensation from the Company in the same amount and on the same terms as
the Executive would be entitled to hereunder if the Executive were to terminate the Executive’s
employment for Good Reason after a Change of Control, except that, for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, “Company” shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as provided above.



16









 





13. Miscellaneous.




     (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE DOMICILE OF THE EXECUTIVE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. The captions
of this Agreement are not part of the provisions hereof and shall have no force or effect. All
words used in this Agreement will be construed to be of such gender or number as the circumstances
require. This Agreement may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal representatives.



     (b) All notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail, return receipt
requested, postage prepaid, addressed: if to the Executive, to the address set forth on the
signature page hereto; and, if to the Company, to: Weatherford International Ltd., Rue
Jean-François Bartholoni 4, 1204 Geneva, Switzerland, Attention: Vice President — Legal; or to
such other address as either party shall have furnished to the other in writing in accordance
herewith. Notices and communications shall be effective when actually received by the addressee.



     (c) The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement.



     (d) The Company may withhold from any amounts payable under this Agreement such
Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any
applicable law or regulation.



     (e) The Executive’s or the Company’s failure to insist upon strict compliance with
any provision of this Agreement or the failure to assert any right to the Executive or the Company
may have hereunder, including without limitation, the right of the Executive to terminate
employment for Good Reason shall not be deemed to be a waiver of such provision or right or any
other provision or right of this Agreement.



     (f) This Agreement constitutes the entire agreement and understanding between the
parties relating to the subject matter hereof and supersedes all prior agreements between the
Company, any of its Affiliates and the Executive relating to the subject matter hereof, including,
without limitation, the Prior Agreements. In the event of any conflict between this Agreement and
any other contract, plan, arrangement or understanding between the Executive and the Company (or
any Affiliate of the Company), this Agreement shall control.



     (g) By entering into this Agreement, it is the Company’s intent to fulfill its
obligation to the Executive to agree, execute and enter into an agreement with the Executive prior
to the termination or expiration of the Executive’s current employment agreements with the Company
and Weatherford International, Inc., a Delaware corporation, having the same terms and conditions
as existed in such agreements prior to December 30, 2008, and incorporating such terms and
conditions that are more favorable to the Executive from all agreements existing on January 1,
2009, and the Executive is entering into this Agreement in reliance thereon. In furtherance of the
foregoing, during the 90-day period from the Effective Date either party may propose, and the other
party shall agree to, any reasonable amendments to this Agreement for the purpose of clarifying or
revising any provision(s) herein as may be appropriate to implement the intent expressed in this
clause (g). Failure or refusal of the Company to enter into any reasonable amendment proposed
under this clause (g) by the end of such 90-day period (or, if later, within 10 days
following the Company’s receipt of written notice requesting such reasonable amendment)
shall constitute Good Reason.



17









 






     (h) If the Executive accepts in writing an international assignment to Geneva,
Switzerland, then (i) the office referenced in Section 3(a)(i)(B) of this Agreement shall
be the Company’s executive office in Geneva, Switzerland, and (ii) the provisions of this Agreement
will be applied, to the fullest extent possible, in accordance with the employment laws of
Switzerland, and nothing herein is intended to reduce or diminish the protections afforded by such
laws.



(Remainder of page intentionally left blank)





18












 





     IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to
the authorization from the Board or relevant committee thereof, the Company has caused these
presents to be executed in its name and on its behalf, all as of the day and year set forth below.


Date: December               , 2009




	 	 	 	 	 	 
	 

	 		 
	 

	 		[Executive]
	Applicable Multiple: [two (2) / three (3)]
	 		 	 	 
	 
	 		 	 	 
	Position:

	 		Weatherford International Ltd.,
	 

	 		a Swiss joint-stock corporation
	 
	 		 	 	 
	 	 		 	 	 
	 
	 		 	 	 
	Reporting to:

	 		By:	 	 
	 

	 		 	 	 
	 

	 		 	 	Bernard J. Duroc-Danner
	 

	 		 	 	Title: Chairman and CEO
	 
	 		 	 	 
	 	 		 	 	 
	 
	 		Solely for purposes of acknowledging the Prior Agreements being
	Primary office location:
	 		superseded by this Agreement and the termination of the Prior
	 

	 		Agreements:
	 

	 				
	 

	 		Weatherford International Ltd.,
	 	 		 	 	 
	 
	 		a Bermuda exempted company
	Address for notices to Executive:

	 	 	
	 

	 		By:	 	 
	 
	 		 	 	Name: Bernard J. Duroc-Danner
	 	 		 	 	 
	 
	 		 	 	Title: Chairman and CEO
	 	 		 	 	 
	 
	 		 	 	 
	 	 		 	 	 
	 
	 		Weatherford International, Inc., 

a Delaware corporation
	 

	 			 	 
	 

	 		By:	 	 
	 

	 		 	 	Name: Bernard J. Duroc-Danner
	 

	 		 	 	Title: Chairman and CEO







19