Exhibit 10.2


 




 





BAKER
HUGHES INCORPORATED 


RESTRICTED
STOCK UNIT AWARD AGREEMENT


 


AWARD
OF RESTRICTED STOCK UNITS


 


PAYABLE
IN SHARES


 





The Compensation Committee
(the “Committee”) of the Board of Directors of Baker Hughes Incorporated, a Delaware corporation (the “Company”),
pursuant to the Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan (the “Plan”),
hereby awards to you, effective as of Grant Date (the “Grant Date”), a certain number of restricted stock units,
in each case, as set forth in your Plan account maintained by Fidelity Stock Plan Services (the “Restricted Stock Units”),
on the following terms and conditions:


 


The Restricted Stock
Units that are awarded hereby to you will be subject to the prohibitions and restrictions set forth herein with respect to the
sale or other disposition of such Restricted Stock Units and the obligation to forfeit and surrender such Restricted Stock Units
to the Company (the “Forfeiture Restrictions”). The Forfeiture Restrictions will lapse as to the Restricted
Stock Units that are awarded hereby in accordance with the following schedule provided that the termination of your employment
with the Company and all Affiliates (a “Termination of Employment”) has not occurred prior to the applicable
lapse date:


 


On
the second anniversary of the Grant Date, the Forfeiture Restrictions will lapse as to all of the Restricted Stock Units subject
to this Agreement.


 


If a Change in Control
of the Company occurs or you incur a Termination of Employment before the second anniversary of the Grant Date, your rights to
the Restricted Stock Units under this Agreement will be determined as provided in the attached Terms and Conditions of Restricted
Stock Unit Award Agreements (the “Terms and Conditions”).


 


Upon the lapse of the
Forfeiture Restrictions applicable to a Restricted Stock Unit that is awarded hereby, the Company will issue to you one share of
the Company’s Common Stock, $1.00 par value per share (the “Common Stock”), in exchange for such Restricted
Stock Unit and thereafter you will have no further rights with respect to such Restricted Stock Unit. Such shares of the Common
Stock will be transferable by you (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory
to the Company, constitute a violation of applicable federal or state securities law).


 


If during the period
you hold any Restricted Stock Units awarded hereby the Company pays a dividend in cash with respect to the outstanding shares of
the Common Stock (a “Cash Dividend”), then the Company will credit to an account established for you by the
Company under the Plan (the “Account”) an amount equal to the product of (a) the Restricted Stock
Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and
(b) the amount of the Cash Dividend paid per share of the Common Stock (the “Dividend Equivalent Credit”).
The Company will pay to you, in cash, an amount equal to the Dividend Equivalent Credits credited to the Account with respect to
a Restricted Stock Unit on the date the Forfeiture Restrictions applicable to that Restricted Stock Unit lapse (and in no case
later than the end of the calendar year in which the Forfeiture Restrictions applicable to that Restricted Stock Unit lapse or,
if later, the 15th day of the third month following the date the Forfeiture Restrictions applicable to that Restricted Stock Unit
lapse).


 


If during the period
you hold any Restricted Stock Units awarded hereby the Company pays a dividend in shares of the Common Stock with respect to the
outstanding shares of the Common Stock, then the Company will increase the Restricted Stock Units awarded hereby that have not
then been exchanged by the Company for shares of the Common Stock by an amount equal to the product of (a) the Restricted
Stock Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock
and (b) the number of shares of the Common Stock paid by the Company per share of the Common Stock (collectively, the “Stock
Dividend Restricted Stock Units”). Each Stock Dividend Restricted Stock Unit will be subject to same Forfeiture Restrictions
and other restrictions, limitations and conditions applicable to the Restricted Stock Unit for which such Stock Dividend Restricted
Stock Unit was awarded and will be exchanged for shares of the Common Stock at the same time and on the same basis as such Restricted
Stock Unit.





 




 






     


     


    




 




The Restricted Stock
Units may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of (other than
by will or the applicable laws of descent and distribution). Any such attempted sale, assignment, pledge, exchange, hypothecation,
transfer, encumbrance or disposition in violation of this Agreement will be void and the Company Group will not be bound thereby.


 


Any shares of the Common
Stock issued to you in exchange for Restricted Stock Units awarded hereby may not be sold or otherwise disposed of in any manner
that would constitute a violation of any applicable federal or state securities laws. You also agree that the Company may refuse
to transfer any such shares of the Common Stock if such proposed transfer would in the opinion of counsel satisfactory to the Company
constitute a violation of any applicable federal or state securities law.


 


The shares of Common
Stock that may be issued under the Plan are registered with the Securities and Exchange Commission under a Registration Statement
on Form S-8. A Prospectus describing the Plan and the shares of Common Stock and the Terms and Conditions can be found on the Fidelity
Stock Plan Services website at www.netbenefits.fidelity.com. You may also obtain a copy of the Plan Prospectus by requesting it
from the Company.


 


Capitalized terms that
are not defined herein will have the meaning ascribed to such terms in the Plan or the Terms and Conditions.


 


In accepting the award
of Restricted Stock Units set forth in this Agreement you accept and agree to be bound by all the terms and conditions of the Plan,
this Agreement and the Terms and Conditions.


 


BAKER HUGHES INCORPORATED


 


 


 


Martin S. Craighead


 


Chairman and Chief Executive Officer





 






    


     


    

 










BAKER
HUGHES INCORPORATED


 


TERMS
AND CONDITIONS

OF

RESTRICTED STOCK UNIT AWARD AGREEMENTS






 


These
Terms and Conditions are applicable to a restricted stock unit award granted pursuant to the Baker Hughes Incorporated 2002 Director
& Officer Long-Term Incentive Plan (the “Plan”) and are incorporated as part of the Restricted Stock Unit
Award Agreement setting forth the terms of such restricted stock unit award (the “Agreement”).


 


		1.	TERMINATION
                                         OF EMPLOYMENT/CHANGE IN CONTROL. The following provisions will apply in the event
                                         your employment with the Company and all Affiliates (collectively, the “Company
                                         Group”) terminates (a “Termination of Employment”), or a
                                         Change in Control of the Company occurs, before the second anniversary of the Grant Date
                                         (the “Second Anniversary Date”) under the Restricted Stock Unit Award
                                         Agreement awarded to you (the “Agreement”):



 


1.1             
Termination Generally. If you incur a Termination of Employment on or before the Second
Anniversary Date for any reason other than one of the reasons described in Sections 1.2 through 1.5 below, the Forfeiture
Restrictions then applicable to the Restricted Stock Units will not lapse and the number of Restricted Stock Units then subject
to the Forfeiture Restrictions will be forfeited to the Company on the date of your Termination of Employment.


 


1.2             
Potential or Actual Change in Control.


 


(i)                
Termination of Employment Without Cause or for Good Reason in Connection With a Potential
Change in Control on or Before the Second Anniversary Date. If you incur a Termination of Employment without Cause on or before
the Second Anniversary Date prior to a Change in Control of the Company (whether or not a Change in Control ever occurs) and such
Termination of Employment is at the request or direction of a Person who has entered into an agreement with the Company the consummation
of which would constitute a Change in Control of the Company or is otherwise in connection with or in anticipation of a Change
in Control of the Company (whether or not a Change in Control ever occurs) or (b) you incur a Termination of Employment for
Good Reason on or before the Second Anniversary Date prior to a Change in Control of the Company (whether or not a Change in Control
ever occurs), and such Termination of Employment or the circumstance or event which constitutes Good Reason occurs at the request
or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change
in Control of the Company or is otherwise in connection with or in anticipation of a Change in Control of the Company (whether
or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions will immediately lapse on the date of your
Separation From Service if you are not a Specified Employee or on the date that is six months following your Separation From Service
if you are a Specified Employee. For purposes of these Terms and Conditions, “Separation From Service” has
the meaning ascribed to that term in 


 




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Section
409A and “Specified Employee” means a person who is, as of the date of the person’s Separation From Service,
a “specified employee” within the meaning of Section 409A, taking into account
the elections made and procedures established in resolutions adopted by the Administrative Committee of Baker Hughes. For purposes
of these Terms and Conditions, “Section 409A” means section 409A of the Internal Revenue Code of 1986, as amended
and the Department of Treasury rules and regulations issued thereunder.


 


(ii)              
 Termination of Employment Does Not Occur Before a Change in Control on or Before the
Second Anniversary Date. If a Change in Control of the Company occurs on or before the Second Anniversary Date and you do
not incur a Termination of Employment before the date the Change in Control of the Company occurs, then all remaining Forfeiture
Restrictions will lapse at the time specified below. All remaining Forfeiture Restrictions will lapse on the date the Change in
Control of the Company occurs if the Change in Control of the Company qualifies as a change in the ownership or effective control
of the corporation, or in the ownership of a substantial portion of the assets of the corporation, within the meaning of Section
409A, or (b) on the Second Anniversary Date, if the Change in Control of the Company does not so qualify. 


 


1.3             
Divestiture of Business Unit Notwithstanding any other provision of the Agreement
or these Terms and Conditions to the contrary, if the Company Group divests its ownership of a business unit of the Company or
one or more Affiliates (a “Unit”) and your Termination of Employment in connection with such divestiture (other
than for Cause or death or due to your becoming permanently disabled within the meaning of Section 1.4), the Forfeiture Restrictions
will lapse at the time specified below as to that number of Restricted Stock Units that are then subject to Forfeiture Restrictions
on the date of your Termination of Employment equal to:


 


(1)
multiplied by (2) divided by (3)


 


where
(1) is the number of Restricted Stock Units that are then subject to Forfeiture Restrictions on the date of your Termination
of Employment, (2) is the number of days during the period commencing on the Grant Date and ending on the date of your Termination
of Employment, and (3) is the number of days during the period commencing on the Grant Date and ending on the Second Anniversary
Date. Such Forfeiture Restrictions specified in the preceding sentence will lapse on the date the Change in Control of the Company
occurs if the Change in Control of the Company qualifies as a change in the ownership or effective control of the corporation,
or in the ownership of a substantial portion of the assets of the corporation, within the meaning of Section 409A, or (b) on the
Second Anniversary Date, if the Change in Control of the Company does not so qualify. The Forfeiture Restrictions then applicable
to all the remaining Restricted Stock Units after the application of the previous provisions of this Section 1.3 will not
lapse and such Restricted Stock Units will be immediately forfeited to the Company. A “Divestiture” includes
the disposition of a Unit to an entity that the Company does not consolidate in its financial statements, whether the disposition
is structured as a sale or transfer of stock (or other ownership interest), a merger, a consolidation or a sale or transfer of
assets, or a combination thereof, provided that a “Divestiture” will not include a disposition that
constitutes a Change in Control.


 




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1.4             
Disability. Notwithstanding any other provision of the Agreement or these Terms and
Conditions to the contrary, if you become permanently disabled before the Second Anniversary Date and while in the active employ
of one or more members of the Company Group, all remaining Forfeiture Restrictions will immediately lapse on the date of your
Termination of Employment due to your becoming permanently disabled. For purposes of this Section 1.4, you will be “permanently
disabled” if you (a) are unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not
less than 12 months, or (b) are, by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees
of the Company Group.


 


1.5             
Death. Notwithstanding any other provision of the Agreement or these Terms and Conditions
to the contrary, if you die before the Second Anniversary Date and while in the active employ of one or more members of the Company
Group, all remaining Forfeiture Restrictions will immediately lapse on the date of your Termination of Employment due to death.


 


		2.	PROHIBITED
                                         ACTIVITY. Notwithstanding any other provision of these Terms and Conditions or the
                                         Agreement, if you engage in a “Prohibited Activity,” as described below,
                                         while employed by one or more members of the Company Group or within two years after
                                         the date of your Termination of Employment, then your right to receive the shares of
                                         the Common Stock, to the extent still outstanding at that time, will be completely forfeited.
                                         A “Prohibited Activity” will be deemed to have occurred, as determined
                                         by the Committee in its sole and absolute discretion, if you divulge any non-public,
                                         confidential or proprietary information of the Company Group, but excluding information
                                         that (a) becomes generally available to the public other than as a result of your
                                         public use, disclosure, or fault, or (b) becomes available to you on a non-confidential
                                         basis after the date of your Termination of Employment from a source other than a member
                                         of the Company Group prior to the public use or disclosure by you, provided that
                                         such source is not bound by a confidentiality agreement or otherwise prohibited from
                                         transmitting the information by a contractual, legal or fiduciary obligation.



 


		3.	TAX
                                         WITHHOLDING. To the extent that the receipt of the Restricted Stock Units or the
                                         lapse of any Forfeiture Restrictions results in income, wages or other compensation to
                                         you for any income, employment or other tax purposes with respect to which the Company
                                         has a withholding obligation, the Company is authorized to withhold from any shares of
                                         Common Stock issued under the Agreement or from any cash or stock remuneration or other
                                         payment then or thereafter payable to you any tax required to be withheld by reason of
                                         such taxable income, wages or compensation including (without limitation) shares of the
                                         Common Stock sufficient to satisfy the withholding obligation.



 


		4.	NONTRANSFERABILITY.
                                         The Agreement is not transferable by you otherwise than by will or by the laws of
                                         descent and distribution.



 




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		5.	CAPITAL
                                         ADJUSTMENTS AND REORGANIZATIONS. The existence of the Restricted Stock Units will
                                         not affect in any way the right or power of the Company or any company the stock of which
                                         is awarded pursuant to the Agreement to make or authorize any adjustment, recapitalization,
                                         reorganization or other change in its capital structure or its business, engage in any
                                         merger or consolidation, issue any debt or equity securities, dissolve or liquidate,
                                         or sell, lease, exchange or otherwise dispose of all or any part of its assets or business,
                                         or engage in any other corporate act or proceeding.



 


		6.	RESTRICTED
                                         STOCK UNITS DO NOT AWARD ANY RIGHTS OF A SHAREHOLDER. You will not have the voting
                                         rights or any of the other rights, powers or privileges of a holder of the Common Stock
                                         with respect to the Restricted Stock Units that are awarded hereby. Only after a share
                                         of the Common Stock is issued in exchange for a Restricted Stock Unit will you have all
                                         of the rights of a shareholder with respect to such share of Common Stock issued in exchange
                                         for a Restricted Stock Unit.



 


		7.	EMPLOYMENT
                                         RELATIONSHIP. For purposes of the Agreement, you will be considered to be in the
                                         employment of the Company Group as long as you have an employment relationship with the
                                         Company Group. The Committee will determine any questions as to whether and when there
                                         has been a termination of such employment relationship, and the cause of such termination,
                                         under the Plan and the Committee’s determination will be final and binding on all
                                         persons.



 


		8.	NOT
                                         AN EMPLOYMENT AGREEMENT. The Agreement is not an employment agreement, and no provision
                                         of the Agreement will be construed or interpreted to create an employment relationship
                                         between you and the Company or any Affiliate or guarantee the right to remain employed
                                         by the Company or any Affiliate for any specified term.



 


		9.	SECURITIES
                                         ACT LEGEND. If you are an officer or affiliate of the Company under the Securities
                                         Act of 1933, you consent to the placing on any certificate for shares of the Common Stock
                                         issued under the Agreement an appropriate legend restricting resale or other transfer
                                         of such shares except in accordance with such Act and all applicable rules thereunder.



 


		10.	LIMIT
                                         OF LIABILITY. Under no circumstances will the Company or any Affiliate be liable
                                         for any indirect, incidental, consequential or special damages (including lost profits)
                                         of any form incurred by any person, whether or not foreseeable and regardless of the
                                         form of the act in which such a claim may be brought, with respect to the Plan.



 


		11.	DATA
                                         PRIVACY. The Company’s Human Resources Department in Houston, Texas (U.S.A.)
                                         administers and maintains the data regarding the Plan, the awardees and the restricted
                                         stock units granted to awardees for all employees in the Company Group worldwide.



 


The
data administered and maintained by the Company includes information that may be considered personal data, including the name
of the awardee, the award granted and the number of restricted units included in any award (“Employee Personal Data”).
From time to time during the course of your employment in the Company Group, the Company may transfer certain of your Employee
Personal Data to Affiliates as necessary for the


 




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purpose
of implementation, administration and management of your participation in the Plan (the “Purposes”), and the
Company and its Affiliates may each further transfer your Employee Personal Data to any third parties assisting the Company in
the implementation, administration and management of the Plan (collectively, “Data Recipients”). The countries
to which your Employee Personal Data may be transferred may have data protection standards that are different than those in your
home country and that offer a level of data protection that is less than that in your home country.


 


In
accepting the award of the Restricted Stock Units set forth in the Agreement, you hereby expressly acknowledge that you understand
that from time to time during the course of your employment in the Company Group the Company may transfer your Employee Personal
Data to Data Recipients for the Purposes. You further acknowledge that you understand that the countries to which your Employee
Personal Data may be transferred may have data protection standards that are different than those in your home country and that
offer a level of data protection that is less than that in your home country.


 


Further,
in accepting the award of the Restricted Stock Units set forth in the Agreement, you hereby expressly affirm that you do not object,
and you hereby expressly consent, to the transfer of your Employee Personal Data by the Company to Data Recipients for the Purposes
from time to time during the course of your employment in the Company Group.


 


		12.	RECOUPMENTS.
                                         If the Company is required to prepare an accounting restatement due to the material
                                         noncompliance of the Company with any financial reporting requirement under applicable
                                         securities laws, if you are then a current or former executive officer of the Company
                                         you will forfeit and must repay to the Company any compensation awarded under the Agreement
                                         to the extent specified in any of the Company’s compensation recoupment policies
                                         established or amended (now or in the future) in compliance with the rules and standards
                                         of the Securities and Exchange Commission Committee under or in connection with Section
                                         954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Further, if the
                                         Company is required to prepare an accounting restatement due in whole or in part to your
                                         misconduct, you will forfeit and must repay to the Company any compensation awarded under
                                         the Agreement to the extent required by the Board of Directors of the Company in accordance
                                         with the terms of the Company’s compensation recoupment policy.



 


		13.	OTHER
                                         AGREEMENTS. Nothing in these Terms and Conditions is intended to reduce the Company’s
                                         protections or your obligations under (1) any other agreement between you and the Company
                                         or any other member of the Company Group, (2) the common law, or (3) any applicable state,
                                         federal or foreign statute. 



 


		14.	GOVERNING
                                         LAW AND VENUE. The Plan, these Terms and Conditions and the award of the restricted
                                         stock units set forth in the Agreement shall be governed by the laws of the State of
                                         Texas, excluding any conflicts or choice of law rule or principle that might otherwise
                                         refer construction or interpretation of the Plan, these Terms and Conditions and the
                                         award of the restricted stock units to the substantive law of another jurisdiction. In
                                         accepting the award of the restricted stock units you are deemed to agree to submit to
                                         the exclusive jurisdiction and venue of the federal or state courts of Harris 



 




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County,
Texas, to resolve any and all issues that may arise out of or relate to  the Plan, these Terms and Conditions and the award
of the restricted stock units.


 


		15.	SEVERABILITY
                                         AND BLUE PENCILING. If any single Section or clause of these Terms and Conditions
                                         should be found unenforceable, it shall be severed and the remaining Sections and clauses
                                         of these Terms and Conditions shall be enforced in accordance with the intent of these
                                         Terms and Conditions. If any particular provision of these Terms and Conditions shall
                                         be adjudicated to be invalid or unenforceable, the Company and you specifically authorize
                                         the court making such determination to edit the invalid or unenforceable provision to
                                         allow these Terms and Conditions, and the provisions thereof, to be valid and enforceable
                                         to the fullest extent allowed by law or public policy.



 


		16.	MISCELLANEOUS.
                                         The Agreement is awarded pursuant to and is subject to all of the provisions of the Plan,
                                         including amendments to the Plan, if any. In the event of a conflict between these Terms
                                         and Conditions and the Plan provisions, the Plan provisions will control. The terms “you”
                                         and “your” refer to the Participant named in the Agreement. Capitalized
                                         terms that are not defined herein will have the meanings ascribed to such terms in the
                                         Plan or the Agreement. The Company’s rights under these Terms and Conditions and
                                         the Agreement may be assigned by the Company.



 




 






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