exv10w1






Exhibit 10.1


AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     This Amended and Restated 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”).



WITNESSETH:




     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 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 (it being understood that if an
Annual Bonus is paid in multiple installments for a year, all such 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.



					
	 	 	 	 	 
	 
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     (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 based upon the duly informed advice of
outside or inside counsel for the Company 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 Effective Date, 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
Effective Date 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 an acquisition, reorganization, reincorporation,
redomestication, merger, amalgamation, consolidation, plan or scheme of arrangement, exchange
offer, business combination 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 Transactions,
as the case may be, (A) all of the individuals and Entities who were the Beneficial Owners,
respectively,




					
	 	 	 	 	 
	 
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of the Outstanding Company Registered Shares and Outstanding Company Voting
Securities immediately prior to such Corporate Transaction own or 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 (including any new parent 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,
excluding any transaction that complies with clauses (A), (B) and (C) of paragraph (iii) above.




     (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 third anniversary of the Effective Date, and on each subsequent 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 one (1) year after such Renewal Date, unless at
least 120 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 materially inconsistent with the Executive’s position (including 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 material
diminution in such position, authority, duties or responsibilities (including, in connection with a
Change of Control or other Corporate Transaction in which the Company’s registered shares may cease
to be publicly traded, Executive being assigned to any position (including offices, titles and
reporting requirements), authority, duties or responsibilities that are not at or with the ultimate
parent company engaged in the business of the successor to the Company or the corporation or other
Entity surviving or resulting from such Corporate Transaction), 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 material 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) the Company’s requiring the Executive to be based at any office or location
that is more than 30 miles from the location provided in Section 3(a)(i);




          (iv) any failure by the Company to comply with and satisfy Section 13(c)
(regarding assumption of this Agreement by a successor); or




          (v) the Company’s giving of notice to the Executive that the Employment Period shall
not be extended.



provided, that no such event described in (i) through (iv) above shall constitute “Good
Reason” if the Company cures such event within thirty (30) days following the Company’s receipt of
a Notice of Termination asserting that such event constitutes Good Reason; and provided,
further, that no event described in (i) through (iv) above shall constitute “Good Reason”
unless the Company receives a Notice of Termination within ninety (90) days after Executive obtains
knowledge of such event (or such longer period as Executive and the Company may agree to allow for
reasonable investigation and remedy of such event).




     (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,




					
	 	 	 	 	 
	 
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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.



          (i) During the Employment Period, (A) the Executive’s position with the Company
(including 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





					
	 	 	 	 	 
	 
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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.
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 in which similarly situated executive officers of the Company and
its Affiliated companies participate.




          (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 under and participate in all 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) in which similarly situated
executive officers of the Company and its Affiliated companies participate or which they receive.




          (v) Fringe Benefits. During the Employment Period, the Executive shall be entitled
to receive such fringe benefits as similarly situated executive officers of the Company and its
Affiliated companies receive.




          (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.





					
	 	 	 	 	 
	 
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          (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. 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 has been satisfied by the execution and delivery of this Agreement (to
the extent not previously satisfied by a Prior Agreement).


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 14(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 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 14(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 or without Cause.



     (c) Good Reason. The Executive’s employment may be terminated by the Executive at
any time during the Employment Period for Good Reason or without Good Reason.



     (d) Notice of Termination. Any termination during the Employment Period by the
Company or by the Executive shall be communicated by Notice of Termination to the other party
hereto given in accordance with Section 14(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




					
	 	 	 	 	 
	 
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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 other than by reason of death or
Disability, the date of receipt of the Notice of Termination or any later date specified therein
(or, in the event the Executive has a Separation From Service without the delivery of a Notice of
Termination, then the date of such Separation From Service), as the case may be; provided
that in the case of a termination by the Executive for Good Reason, such Termination Notice shall
be deemed void if the Company cures the matter giving rise to Good Reason pursuant to the proviso
in Section 1(q); and




          (ii) 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 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 (iv), 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 Annual Bonus Amount that would be payable in
respect of the fiscal year during which the termination occurs (and annualized for any fiscal year
consisting of less than twelve (12) months) based on actual performance for the full fiscal year
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);
and




					
	 	 	 	 	 
	 
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               (III) an amount equal to the Applicable Multiple (or, in the event of a termination due to
death or Disability or pursuant to clause (iv) of the definition of “Good Reason”—the Company’s
failure to extend the Employment Period—then the number “one” shall be substituted for the
Applicable Multiple) times the sum of (i) the Annual Base Salary received by the Executive as of
the Date of Termination and (ii) the Executive’s target Annual Bonus for the fiscal year during
which the termination occurs.



          (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 dental and health
benefits to the Executive and the Executive’s family equal to those which would have been provided
to them in accordance with the dental and health insurance 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 dental and health insurance
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 dental and health insurance benefits under another employer
provided plan, the dental and health insurance benefits described herein shall be secondary to
those provided under such other plan during such applicable period of eligibility. If any of the
dental and health insurance 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 on
an in-kind basis, during the period described in the first sentence of this Section 5(b)(ii). The
amount of such 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) The Company shall, at its sole expense as incurred, provide the Executive with
reasonable outplacement services (up to a maximum of $35,000) from a provider selected by the
Company. 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.




          (iv) The Company shall pay or provide to the Executive the amounts or benefits
specified in Section 5(b)(i) 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; provided, however, that the pro-rata bonus payment described under
Section 5(b)(i)(II) shall be paid at the time when the Annual Bonus for such year would normally be
paid pursuant to Section 3(b)(ii).





					
	 	 	 	 	 
	 
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          (v) 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 (iv), 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 equal to the prime rate per annum as of
the Date of Termination (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 date that is six
(6) months following the date of his Separation From Service if he is a Specified Employee.


6. Other Rights. 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.



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.




					
	 	 	 	 	 
	 
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     (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 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),
provided that the Executive shall agree and undertake to reimburse the Company for such amounts
paid if, but only if, the Executive is determined to have acted in bad faith in connection with the
legal dispute, as determined in a final, non-appealable decision by a court of competent
jurisdiction. 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
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) In the event that part or all of the consideration, compensation or benefits to
be paid to the Executive under this Agreement together with the aggregate present value of
payments, consideration, compensation and benefits under all other plans, arrangements and
agreements applicable to the Executive, constitute “excess parachute payments” under Section
280G(b) of the Code subject to an excise tax under Section 4999 of the Code (collectively, the
“Parachute Amount”) the amount of excess parachute payments which would otherwise be
payable to the Executive or for the Executive’s benefit under this Agreement shall be reduced to
the extent necessary so that no amount of the Parachute Amount is subject to an excise tax under
Section 4999 (the “Reduced Amount”); provided that such amounts shall not be so
reduced if, without such reduction, the Executive would be entitled to receive and retain, on a net
after tax basis (including, without limitation, after any excise taxes payable under Section 4999),
an amount of the Parachute Amount which is greater than the amount, on a net after tax basis, that
the Executive would be entitled to retain upon receipt of the Reduced Amount.



     (b) If the determination made pursuant to Section 8(a) results in a reduction of the
payments that would otherwise be paid to the Executive except for the application of Section 8(a),
such reduction in payments due under this Agreement shall be first applied to reduce any cash
severance payments that the Executive would otherwise be entitled to receive hereunder and shall
thereafter be applied to reduce other payments and benefits in a manner that would not result in
subjecting Executive to additional taxation under Section 409A of the Code. Within ten days
following such determination, but not later than thirty
days following the date of the event under Section 280G(b)(2)(A)(i), the Company shall pay or
distribute to the Executive or for the Executive’s benefit such amounts as are then due to the
Executive under this




					
	 	 	 	 	 
	 
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	 	Executive Employment Agreement




 









 







Agreement and shall promptly pay or distribute to the Executive or for his
benefit in the future such amounts as become due to Executive under this Agreement.



     (c) To the extent the Executive is a covered participant under the Company’s SERP or
ERP, the Executive acknowledges and agrees that notwithstanding the provisions of Exhibit C of the
SERP (and any similar provisions previously contained in the ERP or the Weatherford International,
Inc. Supplemental Retirement Plan), the Executive’s right to receive any “Gross-Up Payment” as
defined in such Exhibit C shall be limited solely to payments of penalties, excise or other taxes
incurred by the Executive pursuant to Section 457A of the Code with respect to the Executive’s
accrued benefits under the SERP or ERP. This Section 8(c) shall have no impact on the Executive if
the Executive is not a covered participant under the SERP or ERP.


9. Confidential Information. The Company agrees to provide Executive secret or
confidential information, knowledge or data relating to the Company or any of its Affiliated
companies during Executive’s employment. 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. Work Product.




     (a) Executive acknowledges that all inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports and all similar or related information
(whether or not patentable) which relate to the Company’s or any of its Affiliated companies’
actual or anticipated business, research and development or existing or future products or services
and which are conceived, developed or made by the Executive while employed by the Company and its
Affiliated companies (“Work Product”) belong to the Company and/or such Affiliated company.
Executive shall promptly disclose such Work Product to the Company and perform all actions
reasonably requested by the Company (whether during or after employment) to establish and confirm
such ownership (including, without limitation, the execution of assignments, consents, powers of
attorney and other instruments).



     (b) Notwithstanding the obligations set forth in Section 9 and this Section 10,
after termination of the Executive’s employment with the Company, the Executive shall be free to
use Residuals of the Company’s confidential information and Work Product for any purpose, subject
only to its obligations with respect to disclosure set forth herein and any copyrights and patents
of the Company. The term “Residuals” means information in non-tangible form that may be retained in
the unaided memory of the Executive derived from the Company’s confidential information and Work
Product to which the Executive has had access during the Executive’s employment with the Company.
The
Executive may not retain or use the documents and other tangible materials containing the
Company’s confidential information or Work Product after the termination of the Executive’s
employment with the Company.




					
	 	 	 	 	 
	 
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	 	Executive Employment Agreement




 









 




11. Non-Competition; Non-Solicitation. The Executive acknowledges and recognizes
the highly competitive nature of the businesses of the Company and its Affiliated companies, and
agrees that to protect the Company’s confidential information it is necessary to enter into
restrictive covenants as follows:




     (a) During the Employment Period and for a period of one year following the date
Executive ceases to be employed by the Company (the “Restricted Period”), Executive shall
not accept employment with or render services to any Unauthorized Competitor as a director,
officer, agent, employee, independent contractor or consultant. In order to protect the Company’s
good will and other legitimate business interests, provide greater flexibility to Executive in
obtaining other employment and to provide both parties with greater certainty as to their
obligations hereunder, the parties agree that Executive shall not be prohibited from accepting
employment anywhere in the world with any company or other enterprise except an Unauthorized
Competitor. For purposes of this Agreement, an “Unauthorized Competitor” means Schlumberger
Limited, Halliburton Company and Baker Hughes Inc., including any and all of their parents,
subsidiaries, affiliates, joint ventures, divisions, successors, or assigns. Notwithstanding the
foregoing, the non-competition restrictions set forth in this Section 11(a) shall not apply if the
Executive terminates employment for any reason within one year following a Change of Control.
Additionally, if Executive voluntarily terminates employment other than for Good Reason, the
non-competition restrictions set forth in this Section 11(a) shall apply only if (i) the Company
notifies the Executive of its intent to enforce the provisions of this Section 11(a) within 15 days
following the Executive’s Separation From Service and (ii) the Company pays the Executive a lump
sum amount on the date that is 30 days following the date of the Executive’s Separation From
Service (if the Executive is not a Specified Employee on the date of such Separation From Service),
or on the date that is six months following the Executive’s Separation From Service (if the
Executive is a Specified Employee on the date of such Separation From Service) with the Interest
Amount credited thereon, equal to the sum of (x) the Annual Base Salary received by the Executive
as of the Date of Termination and (y) the Executive’s target Annual Bonus for the fiscal year
during which the termination occurs.



     (b) Executive further agrees that during the Restricted Period, he shall not at any
time, directly or indirectly, induce, entice, solicit or hire (or attempt to induce, entice,
solicit or hire) (i) any employee of the Company or any of its Affiliated companies to leave the
employment of the Company or any of its Affiliated companies or (ii) any former employee of the
Company or any of its Affiliated companies who terminated employment coincident with or within
three months prior to the date of the Executive’s Separation From Service.



     (c) Executive and the Company agree and stipulate that the agreements contained in
this Section 11 are fair and reasonable in light of all the facts and circumstances of the
relationship between Executive and the Company and agree that the consideration provided by the
Company is not illusory. Executive further agrees that the restrictive covenants in this Section
11 do not prevent Executive from using and offering the skills Executive possessed before receiving
the Company’s confidential information. Executive and the Company also acknowledge that any amount
paid under Section 5(b) (if applicable) shall be deemed paid in part as consideration for the
agreements contained in this Section 11. It is expressly understood and agreed that although the
Executive and the Company consider the restrictions contained in this Section 11 to be reasonable,
if a final judicial determination is made by a court of competent jurisdiction that the time or
territory or any other restriction contained in this Agreement is an unenforceable restriction
against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to
such maximum extent as such court may judicially determine or indicate to be enforceable.
Alternatively, if any court of competent jurisdiction finds that any restriction contained in this
Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable,
such finding shall not




					
	 	 	 	 	 
	 
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	 	Executive Employment Agreement




 









 







affect the enforceability of any of the other restrictions contained herein
or the other provisions of this Agreement.


12. 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, then following the
fifth day after the Executive notifies the Company in writing of its failure to pay, 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. 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.



13. 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, (i) for purposes of implementing
the foregoing, the date on which any such succession becomes effective shall be deemed the Date of
Termination and (ii) the Company shall be given the opportunity to cure such breach as described
under the proviso to Section 1(q). 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.


14. 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.




					
	 	 	 	 	 
	 
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	 	Executive Employment Agreement




 









 





     (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 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) 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.


15. Section 409A. Notwithstanding anything herein to the contrary, (i) if at the
time of the Executive’s termination of employment with the Company the Executive is a “specified
employee” as defined in Section 409A of the Code and the deferral of the commencement of any
payments or benefits otherwise payable hereunder as a result of such termination of employment is
necessary in order to prevent any accelerated or additional tax under Section 409A of the Code,
then the Company will defer the commencement of the payment of any such payments or benefits
hereunder (without any reduction in such payments or benefits ultimately paid or provided to
Executive) until the date that is six months following the Executive’s termination of employment
with the Company (or the earliest date as is permitted under Section 409A of the Code) and (ii) if
any other payments of money or other benefits due to the Executive hereunder could cause the
application of an accelerated or additional tax under Section 409A of the Code, such payments or
other benefits shall be deferred if deferral will make such payment or other benefits compliant
under Section 409A of the Code, or otherwise such payment or other benefits
shall be restructured, to the extent possible, in a manner, determined by the Board, that does not
cause such an accelerated or additional tax. The Company shall consult with the Executive in good
faith regarding the implementation of the provisions of this Section 15; provided that
neither the Company nor any of its employees or representatives shall have any liability to
Executive with respect to thereto.





					
	 	 	 	 	 
	 
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	 	Executive Employment Agreement




 









 








     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:                     , 2010








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



Position:



 




Reporting to:



 




Primary office location:



 




Address for notices to Executive:



 




 




 




 












	 	 	 	 
	 



[Executive]



Weatherford International Ltd.,

a Swiss joint-stock corporation

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	Solely for purposes of acknowledging the Prior Agreements being superseded by this Agreement and

the termination of the Prior Agreements:





Weatherford International Ltd.,

a Bermuda exempted company

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	Weatherford International, Inc.,

a Delaware corporation

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 











					
	 	 	 	 	 
	 
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	 	Executive Employment Agreement