exv10w2



 






Exhibit 10.2






	 	 	 
	Baker Hughes Incorporated

	 	3900 Essex Lane, Suite 1200 
	 

	 	Houston, Texas 77027
	 

	 	P. O. Box 4740
	 

	 	Houston, Texas 77210-4740
	 

	 	Tel 713-439-8751
	 

	 	Fax 713-439-8966
	 

	 	chad.deaton@bakerhughes.com
	 
	 	 
	 

	 	Chad C. Deaton
	 

	 	Chairman of the Board and
	

	 	Chief Executive Officer






October 26,
2005
 
Mr. James R. Clark

Baker Hughes Incorporated

3900 Essex Lane Houston,
Texas 77027



Re: Employment Letter dated February 15, 2001



Dear Rod:



The Compensation Committee of the Baker Hughes Incorporated Board of Directors at
its meeting held on October 26, 2005 has credited you with five years of service as
of your first day of employment (March 7, 2001) for determining your eligibility for
retirement under the Company’s benefits and compensation programs, including all
past and future stock option grants, the Company’s Incentive Compensation Plan and
Employee Stock Purchase Plan.



Very truly yours,




	 	 	 
	/s/
Chad Deaton



	 	 
	Chad C. Deaton

	 	 
	Chairman and Chief Executive Officer
	 	 






 









 













	 	 	 
	Baker Hughes Incorporated
	 	 
	 

	 	3900 Essex Lane, Suite 1200
	 

	 	Houston, Texas 77027-5177
	February 15, 2001

	 	P.O. Box 4740 (77210-4740)
	 

	 	Tel 713-439-8351
	 

	 	Fax 713-439-8966
	 

	 	andy.szescila@bakerhughes.com
	 
	 	 
	 

	 	Andrew J. Szescila
	 

	 	Chief Operating Officer






PERSONAL AND CONFIDENTIAL




Mr. James
Roderick Clark

10 Crownberry Court

The Woodlands, TX 77381




Dear James:



I am pleased to offer you the position of President of Baker Petrolite located in
Sugar Land, Texas. This position will report to Andy Szescila, Chief Operating
Officer. The elements of your compensation package are as follows:





	1.	 	The effective date will be approximately March 1, 2001.
	 
	2.	 	The position is classified as an Executive Salary Grade 5. Your base salary
will be
$24,166.67 per month, paid biweekly as earned, effective the date of your
employment.
	 
	3.	 	The compensation package includes participation in the Company’s incentive
compensation program. Bonus levels for Grade 5 are 50% Expected Value (EV).
Bonus levels are based upon your base salary and are contingent upon the Company
achieving predetermined financial results set in connection with the Company’s
annual fiscal year plan and approval by the Compensation Committee of the Board
of
Directors. You will be eligible to participate in the 2001 fiscal year incentive
compensation program, on a prorated basis, which commences on January 1, 2001.
	 
	4.	 	You will be eligible to participate in the Company-sponsored Thrift (401k)
Plan,
Supplemental Retirement Plan (“SRP”) and Employee Stock Purchase Plan at the
next entrance date for each of the Plans (Thrift & SRP =
approximately April, 2001;
and Employee Stock Purchase Plan = January 1, 2002).





			
	 	 	 
	James Roderick Clark
	 	Page 1 of 3








 









 














	5.	 	Insurance coverage available to you upon date of employment will include a choice
of several levels of medical and dental insurance, including vision care, as well as
life, accidental death and dismemberment, short- and long-term disability and
business travel accident insurance.
	 
	6.	 	Vacation is advanced to each employee’s vacation bank each January 1, the
beginning of the fiscal year. You will be eligible for four (4) weeks of vacation in
2001.
	 
	7.	 	You will be eligible for a perquisite bank in the amount of $15,000.00, which entitles
you to a choice of executive perquisites in accordance with this program’s guidelines.
A copy of the policy covering the perquisite program is enclosed.
	 
	8.	 	You will be covered by the Company’s Executive Severance Policy, which covers all
U.S. based executives. Its purpose is to provide executives, who are terminated for
specific reasons, an income for a fixed period of time while actively looking for other
employment.
	 
	9.	 	As an inducement to accept this offer, and subject to you becoming employed at
BHI, you will be granted a stock option for 25,000 shares of BHI common stock.
This option grant is subject to the approval of the Compensation Committee of the
BHI Board of Directors. The strike price per share for the shares covered by this
option grant will be the market price per share of BHI common stock on the date of
the grant, which will be the date upon which the grant is approved by the
Compensation Committee. This option will vest as follows: 33-1/3% will vest on the
one year anniversary date of this option grant, 33-1/3% will vest on the two year
anniversary of this option grant and the remaining 33-1/3% will vest on the third year
anniversary of this option grant. The option will have a term of ten years, subject to
the terms of the BHI Stock Option Plan.
	 
	10.	 	Because you will be President of Baker Petrolite, you will be required to own
common stock in Baker Hughes, Inc. equal to two times base salary within five years
from the date of your employment. Subject to approval of the Compensation
Committee of the Board, effective March 1, 2002, you will receive a one-time grant
of restricted common stock of the Company equal to the number of shares of common
stock of the Company that you own on March 1, 2002, not to exceed 25, 000 shares.
Vesting of these restricted shares will occur upon retirement from the Company,
involuntary termination (unless due to cause), permanent disability or death and is
subject to other terms and conditions of the grant. Retirement for this purpose means
attaining age 55 with at least 10 years of service with the Company. On the first day
of employment, you will be credited with five years of service for purposes of this
program.





			
	 	 	 
	James Roderick Clark
	 	Page 2 of 3






 









 











These benefits and others for which you may be eligible will be explained to you in detail
at an orientation session that will be conducted during your first week of work.



This offer is contingent, however, upon successful completion of the following: a) a
physical examination, which includes drug testing; b) written acknowledgment of receipt of the
enclosed Substance Abuse and Search Policy in effect at the Company’s offices; c) a background
check, which includes civil and criminal litigation history, as well as a credit check and
verification of degrees, certifications and/or licenses; d) an application for employment; e) a
Form I-9; and f) verification of current compensation.



Please acknowledge your acceptance of this offer by signing in the space provided below and
returning one original to Evan Ginn. The additional copy is for your records. We look forward to
having you join the Baker Hughes Team!



Sincerely,




/s/ Andrew Szesclia

Andrew Szesclia

Chief Operating Officer





			
	 	 	AGREED AND ACCEPTED:





/s/ James Roderick Clark





 




James Roderick Clark



Date: 2/16/01




Enclosures




			
	 	 	 
	James Roderick Clark
	 	Page 3 of 3