Exhibit 10.2


 





Baker Hughes, a GE
company Restricted Stock Unit Award Agreement For Lorenzo Simonelli (“Participant”)


 


1.       Capitalized
Terms. Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Baker Hughes,
a GE company 2017 Long-Term Incentive Plan (the “Plan”).


 


2.       Grant.
The Committee of Baker Hughes, a GE company (the “Company”) has granted Restricted Stock Units, from time to
time with Dividend Equivalents as the Committee may determine (“RSUs”), to the individual named in this Award
Agreement (the “Participant”) on June 1, 2018 (the “Grant Date”). Each RSU entitles the Participant
to receive from the Company (i) one share of Class A common stock of the Company, par value $0.0001 per share (“Share”),
for which the restrictions set forth in paragraph 4 lapse in accordance with their terms, and (ii) cash payments based on dividends
paid to stockholders as set forth in paragraph 3, each in accordance with the terms of this Award, the Plan, any country specific
addendums and any rules and procedures adopted by the Committee.


 


3.       Dividend
Equivalents. Until such time as the following restrictions lapse or the RSUs are cancelled, whichever occurs first, the
Company may establish an amount to be paid to the Participant equal to the number of RSUs subject to restriction times the per
Share quarterly dividend payments made to stockholders of the Company’s Shares (“Dividend Equivalent”).
The Company shall accumulate Dividend Equivalents and will pay the Participant a cash amount equal to the Dividend Equivalents
accumulated and unpaid as of the date that restrictions lapse (without interest) reasonably promptly after such date. Notwithstanding
the foregoing, any accumulated and unpaid Dividend Equivalents attributable to RSUs that are cancelled will not be paid and are
immediately forfeited upon cancellation of the RSUs. The determination regarding the form and type of dividend equivalents will
be made by the Committee at the time of grant.


 


4.       Lapse
of Restrictions. Restrictions on 50% of the number of RSUs reflected in the Participant’s Plan account maintained
by Fidelity Stock Plan Services will lapse on each of the third and fifth anniversaries of the Grant Date (each, a “Restriction
Lapse Date”) only if the Participant has been continuously employed by the Company or one of its Affiliates to the applicable
Restriction Lapse Date, such that on each Restriction Lapse Date the restrictions will lapse as to 50% of the RSUs subject to this
Award Agreement. The RSUs shall be immediately cancelled upon termination of employment, except as follows:


 


a.       Employment
Termination Due to Death. If the Participant’s employment with the Company or any of its Affiliates terminates as
a result of the Participant’s death, then restrictions on all RSUs shall immediately lapse.


 


b.       Employment
Termination Due to Transfer of Business to Successor Employer. If the Participant’s employment with the Company or
any of its Affiliates terminates as a result of employment by a successor employer to which the Company has transferred a business
operation, then restrictions on all RSUs shall immediately lapse.


 


c.       Termination
Following a Change in Control. If the Participant’s employment with the Company of any of its Affiliates terminates
without Cause during the 12-month period


 




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following
a Change in Control, restrictions on all RSUs shall immediately lapse. For purposes of this Award Agreement, “Change
in Control” means (A) a Change in Control as defined in the Plan or (B) the date a majority of members of the
Board is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members
of the Board before the date of the appointment or election.


 


d.       Employment
Termination More Than One Year After Grant Date. If, on or after the first anniversary of the Grant Date, the Participant’s
employment with the Company or any of its Affiliates terminates as a result of any of the reasons set forth below, or the Participant
becomes eligible to retire or meets the age and service requirements, each as specified in (d)(i) below, then restrictions on RSUs
shall automatically lapse or the RSUs shall be cancelled as provided below (subject to any rules adopted by the Committee):


 


(i)       Termination/Eligibility
for Retirement or Termination for Total Disability. Restrictions on all RSUs shall immediately lapse if (A) the Participant
attains at least age 60 while still employed by the Company or an Affiliate and completes 5 or more years of continuous service
with the Company and any of its Affiliates, or (B) the Participant’s employment with the Company or any of its Affiliates
terminates as a result of a total disability, i.e., the inability to perform any job for which the Participant is reasonably suited
by means of education, training or experience.


 


(ii)       Termination
for Job Elimination or Plant Closing. If the Participant’s employment with the Company or any of its Affiliates terminates
as a result of a layoff, plant closing, redundancy, reduction in force, or job elimination (without regard to any period of protected
service), then restrictions on the Pro-Rata Portion (as defined below) of the RSUs shall immediately lapse and the remaining RSUs
covered by this Award shall be immediately cancelled. For purposes of this Award, the “Pro-Rata Portion” shall
mean (A) 50% of the total number of RSUs covered by this Award for which the restrictions were scheduled to lapse on the fifth
anniversary of the Grant Date, multiplied by a fraction, the numerator of which is the total number of complete months which have
elapsed between the Grant Date and the date of such termination, and the denominator of which is 60, plus (B) only if such termination
occurs prior to the third anniversary of the Grant Date, 50% of the total number of RSUs covered by this Award for which the restrictions
were scheduled to lapse on such third anniversary, multiplied by a fraction, the numerator of which is the total number of complete
months which have elapsed between the Grant Date and the date of such termination, and the denominator of which is 36.


 


(iii)       Termination
Due to Other Reasons. If the Participant’s employment with the Company or any of its Affiliates terminates for any
other reason, and the Participant and the Company have not entered into a written separation agreement explicitly providing otherwise
in accordance with rules and procedures adopted by the Committee, then the remaining RSUs shall be immediately cancelled.


 


e.       Transfer
to Affiliates. For the avoidance of doubt, transfer of employment among the Company and any of its Affiliates shall not
constitute a termination of employment for purposes of this Award.


 


5.       Delivery
and Withholding Tax. As soon as practicable following each Restriction Lapse Date, or such other date on which all or a
portion of the restrictions lapse pursuant to paragraph 4, but in no event later
than March 15 of the year following the year in which such date occurs, 


 




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the
Company shall deliver to the Participant by mail or otherwise a certificate for such Shares with respect to the portion, if any,
of the RSUs for which the restrictions lapse in accordance with this Award Agreement; provided,
however, that the date of issuance or delivery may be postponed if
the Company reasonably anticipates that such issuance or delivery would violate federal securities laws or any other applicable
law; provided that such issuance or delivery shall be made as soon
as reasonably practicable following the first date on which the Company reasonably anticipates that such issuance or delivery would
not cause such violation. No later than the date as of which an amount with respect to the RSUs first becomes includable in the
gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements
satisfactory to the Company regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to
be withheld with respect to such amount.


 


6.       Alteration/Termination.
The Company shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any RSUs
without the consent of the Participant. Also, the RSUs shall be null and void to the extent the grant of RSUs or the lapse of restrictions
thereon is prohibited under the laws of the country of residence of the Participant.


 


7.       Recoupment.
Notwithstanding any other provision of this Award to the contrary, the RSUs, any Shares issued in settlement of the RSUs, and any
amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission,
payback or other action in accordance with any recoupment policy that the Company may adopt from time to time.


 


8.       Section
409A. Notwithstanding any other provision of this Award, payments provided under this Award may only be made upon an event
and in a manner that complies with Section 409A of the Code or an applicable exemption. Any payments under this Award that may
be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term
deferral shall be excluded from Section 409A of the Code to the maximum extent possible. To the extent that any payments under
this Award constitute “nonqualified deferred compensation” subject to Section 409A of the Code, any such payments to
be made under this Award in connection with a termination of employment shall only be made if such termination of employment constitutes
a "separation from service" under Section 409A of the Code.


 


9.       Plan
Terms. All terms used in this Award have the same meaning as given such terms in the Plan, a copy of which will be furnished
upon request.


 


10.       Entire
Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain
all of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such provisions
unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant.


 


This document constitutes
part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.


 








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