Exhibit 10.2


 





Weatherford International plc 


Executive Non-Equity Incentive Compensation
Plan


 


(Amendment and Restatement Adopted


by
the Board of Directors April 13, 2020)


 


The Weatherford International plc Executive
Non-Equity Incentive Compensation Plan, as amended from time to time (the “EICP”), having last been updated on February
27, 2014 (effective as of January 1, 2014), is hereby amended and restated in its entirety to be effective as of January 1, 2020
(the “Effective Date”).


 


SECTION 1 - PURPOSE


 


As part of Weatherford International plc’s
(“Weatherford” or the “Company”) total compensation program, this EICP is designed to motivate and reward
the Company’s corporate officers (including Section 16 designated officers and others as approved by the Compensation Committee
of Weatherford International plc’s Board of Directors (the “Committee”)) designated for participation in the
EICP whose efforts and accomplishments positively impact Weatherford’s shareholder value, financial performance and overall
success.


 


SECTION 2 – AWARDS AND GOALS


 


The Committee will establish the terms
of any awards criteria under the EICP (“Awards”), including the financial and other goals for each Award, within 120
days of the start of each fiscal year, subject to the other provisions of this EICP. It is the expectation under the implementation
of this plan that the Committee would annually review prior performance criteria and retain or adjust that criteria for the upcoming
year based on an aggregate review of many factors, including but not limited to: achievement, market dynamics, unique corporate
circumstances, financial goals, retention, peer group considerations and others.


 


SECTION 3 – DEFINITIONS


 


3.1 Definitions


 


Where the following words and phrases appear
in the EICP, they shall have the respective meanings defined below, unless their context clearly indicates otherwise.


 


“Act”
shall mean the U.S. Securities and Exchange Act of 1934, as amended, or any successor thereto, and the rules and regulations promulgated
thereunder.


 


“Affiliate”
shall mean with respect to the Company, any Person directly or indirectly controlling, controlled by, or under common control with,
the Company or any other Person designated by the Committee in which the Company or an Affiliate has an interest. The Committee
shall have the authority to determine the time or times at which “Affiliate” status is determined within the foregoing
definition.


 






     


     


    

 


“Base
Salary” shall mean the actual base salary amount paid with respect to the Plan Year to which the Reward relates, including
base pay a Participant could have received in cash in lieu of (i) deductions made in respect of a Participant’s contributions
to a qualified plan maintained by the Company or to any cafeteria plan under Section 125 of the Code maintained by the Company
and (ii) deferrals of compensation made at the Participant’s election pursuant to a plan or arrangement of the Company or
an Affiliate, but, for the avoidance of doubt, excluding any Rewards under this EICP and any other bonuses, incentive pay or special
awards.


 


“Beneficial Owner”
shall mean a “beneficial owner”, as such term is defined in Rule 13d-3 under the Act provided that any Person that
has the right to acquire any of the Company’s outstanding securities entitled to vote generally in election of directors
at any time in the future, whether such right is contingent or absolute, pursuant to any agreement, arrangement or understanding
or upon exercise of conversion rights, warrants or options, or otherwise, shall be deemed the Beneficial Owner of such securities.


 


“Beneficiary”
shall mean the person, persons, trust or trusts to receive the benefits specified under Section 8.1 of the EICP in the event of
the Participant’s death prior to full payment of a Reward.


 


“Benefit Plan”
shall mean all employee benefit and compensation plans, agreements, arrangements, programs, policies, practices, contracts or agreements
of the Company and its Affiliates.


 


“Board
of Directors” shall mean the Board of Directors of the Company.


 


“Cause”
shall mean, (i) the Company or any member of the Weatherford Group having “cause” to terminate the Participant’s
employment, as defined in any employment agreement between the Participant and any member of the Weatherford Group in effect at
the time of such termination or (ii) in the absence of any such employment agreement (or the absence of any definition of “Cause”
contained therein), the Participant’s (A) commission of, conviction for, plea of guilty or nolo contendere to a felony or
a crime involving moral turpitude, or other material act or omission involving dishonesty or fraud, (B) engaging in conduct that
constitutes fraud or embezzlement, (C) engaging in conduct that constitutes gross negligence or willful gross misconduct that results
or could reasonably be expected to result in harm to any member of the Weatherford Group’s business or reputation, (D) breach
of any material terms of written agreement between the Company and the Participant, (E) willful neglect in the performance of Participant’s
duties on behalf of the Weatherford Group or willful or repeated failure or refusal to perform the Participant’s duties on
behalf of the Weatherford Group or (F) violation of any material policy of any member of the Weatherford Group, including, but
not limited to, those relating to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct;
provided, in any case, the Participant’s resignation after an event that would be grounds for a termination of employment
for Cause will be treated as a termination of employment for Cause hereunder. Any determination of whether Cause exists shall be
made by the Committee in its sole discretion.


 






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“Change
in Control” shall mean one of the following events:


 


(i)       any
Person is or becomes the Beneficial Owner, directly or indirectly, of 50% or more of either (A) the then outstanding Shares of
the Company (the “Outstanding Ordinary 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 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
a majority 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, directly or indirectly, by a vote of at least a majority
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 (excluding a reorganization under either Chapter 7 or Chapter 11 of Title 11 of
the United States Code or a similar transaction as a result of the Company’s potential insolvency or ability to meet its
debt obligations), 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 Persons who were the
Beneficial Owners, respectively, of the Outstanding Ordinary Shares and Outstanding Voting Securities immediately prior to such
Corporate Transaction own or beneficially own, directly or indirectly, more than 50% of, respectively, the Outstanding Ordinary
Shares and the combined voting power of the Outstanding 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 or more Subsidiaries or other Entities) in substantially the same
proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Ordinary Shares and the Outstanding
Voting Securities, as the case may be, (B) no Person (excluding any Entity resulting from such Corporate Transaction or any Benefit
Plan (or related trust) of the Company or such Entity resulting from such Corporate Transaction) beneficially owns, directly or
indirectly, 30% or more of, respectively, the then outstanding common shares 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 a majority 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


 






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(iv)     approval
by the shareholders of the Company of a complete liquidation or dissolution of the Company, excluding any transaction that complies
with clauses (A), (B) and (C) of paragraph (iii) above.


 


Notwithstanding the
foregoing, a transaction shall not constitute a Change in Control (i) if it is effected solely for the purpose of changing the
place of incorporation or formation, tax residency or form of organization of the ultimate parent entity of the Weatherford Group
(including where the Company is succeeded by an entity incorporated under the laws of another state, country or foreign government
for such purpose and whether or not the Company remains in existence following such transaction) and (ii) where all or substantially
all of the Person(s) who are the Beneficial Owners of the combined voting power of the Outstanding Voting Securities immediately
prior to such transaction will beneficially own, directly or indirectly, all or substantially all of the combined voting power
of the Outstanding Voting Securities of the ultimate parent entity resulting from such transaction in substantially the same proportions
as their ownership, immediately prior to such transaction, of such securities of the Company.


 


Notwithstanding the
foregoing, if a Change in Control constitutes a payment event with respect to any Reward that provides for the deferral of compensation
that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction
or event described above with respect to such Reward shall only constitute a Change in Control for purposes of the payment timing
of such Reward if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation
Section 1.409A-3(i)(5).


 


“Clawback
Policy” shall mean the Company’s Executive Compensation Clawback Policy, as in effect from time to time and
as may be amended from time to time.


 


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


 


“Committee”
shall mean the Compensation Committee of Directors of the Company, appointed by the Board of Directors from among its members in
accordance with applicable law and listing body regulations.


 


“Company”
shall mean Weatherford International plc, an Irish public limited company, and its successors.


 


“Company 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.


 


“Disability”
shall mean, unless otherwise determined by the Committee, the Participant would qualify to receive benefit payments under the long-term
disability plan or policy, as it may be amended from time to time, of the Company or the Affiliate to which the Participant provides
service, regardless of whether the Participant is covered by such plan or policy, or the plan or policy of the Company, if an Affiliate
does not maintain such a plan or policy. A Participant shall not be considered to have incurred a Disability unless he or she furnishes
proof of such impairment sufficient to satisfy the Committee in its discretion.


 






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“EICP”
shall mean this Executive Nonequity Incentive Compensation Plan, and as the same may thereafter be amended, restated or
modified from time to time.


 


“Eligible
Executive” shall mean an employee of the Company who was not initially designated as Participant for a given Plan
Year that (i) is newly appointed, elected or hired as an executive officer or member of senior management or (ii) returns to active
employment as an executive officer or member of senior management following a leave of absence. Non-executive officers or members
of senior management who participate in the EICP shall do so only as explicitly approved by the Committee.


 


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


 


“Participant”
shall mean any eligible executive or senior management member of the Company or an Affiliate selected by the Committee, in its
sole discretion, to participate in the EICP for a Plan Year.


 


“Payment
Date” shall mean, with respect to a particular Plan Year, the date payment is actually made in the calendar year following
the end of the applicable Plan Year.


 


“Performance
Goals” shall mean, for a given Plan Year, any one or a combination of criteria established by the Committee that forms the
basis for determining a Participant’s Reward Opportunity.


 


“Person”
means a "person" as such term is used for purposes of Section 3(a)(9) of the Act, as modified and used in Sections 13(d)
thereof, except that such term shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding
securities under a Benefit Plan, (iii) an underwriter temporarily holding securities pursuant to an offering by the Company of
such securities, or (iv) an Entity owned, directly or indirectly, by the shareholders of the Company in the same proportions as
their ownership of the Shares of the Company.


 


“Plan
Year” shall mean the twelve month calendar year ending December 31.


 


“Reward”
shall mean the dollar amount of incentive compensation payable to a Participant under the EICP for a Plan Year determined in accordance
with the provisions of this EICP.


 


“Reward
Opportunity” shall mean a Participant’s possible incentive reward payment amounts in a given Plan Year, expressed as
a percentage of Base Salary, which corresponds to various levels of pre-established Performance Goals.


 


“Section 409A”
shall mean Section 409A of the Code, as amended, or any successor thereof, and the rules and regulations promulgated thereunder.


 


“Shares”
shall mean ordinary shares in the capital of the Company, nominal value $0.001 per ordinary share.


 






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“Subsidiary”
shall mean any company, corporation, partnership, association, joint stock company, limited liability company, trust, unincorporated
organization or any other entity or organization (i) in which 50 percent or more of the securities having ordinary voting power
for the election of directors (or other governing body) is owned, directly or indirectly, by the Company or (ii) in which the Company
may direct or cause the direction of the management and policies of the controlled entity, whether through the ownership of voting
securities, by contract or otherwise.


 


“Weatherford
Group” shall mean the Company and its Subsidiaries.


 


3.2 Number


 


Wherever appropriate herein, words used
in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular.


 


3.3 Headings


 


The headings of Sections and Sub-sections
herein are included solely for convenience, and if there is any conflict between headings and the text of the EICP, the text shall
control.


 


SECTION 4 – PARTICIPATION


 


4.1 Participants


 


The
Participants eligible to participate in the EICP for a given Plan Year shall be determined by the Committee, and are generally
expected to include executive officers of the Company who are subject to Section 16 of the Act and any other corporate officers
and members of senior management of the Company who are specifically designated by the Committee, in its sole discretion, to participate
in the EICP.


 


4.2 Partial Plan Year Participation


 


(a) If the Committee determines that an
Eligible Executive should be permitted to earn compensation under this EICP, the Committee may designate such Eligible Executive
a Participant for the balance of the Plan Year, in which case the prorated portion of the Reward shall be paid in accordance with
the provisions of this EICP.


 


(b)
If an employee who has previously been designated as a Participant for a particular Plan Year takes a leave of absence during such
Plan Year, all of such Participant’s rights to a Reward for such Plan Year shall be forfeited, unless the Committee,
in its sole discretion, determines that such Participant’s Reward for such Plan Year shall be prorated based upon that portion
of the Plan Year during which he or she was an active Participant, in which case the prorated portion of the Reward shall be paid
in accordance with the provisions of this EICP.


 


(c)
If a Participant’s Base Salary or bonus target for a particular Plan Year changes due to promotion, demotion, reassignment
or transfer, the Committee may, in its sole discretion, approve an adjustment in such Participant’s Reward Opportunity
as deemed appropriate under the circumstances (including termination of participation in the EICP for the remainder of the Plan
Year), such adjustment to be made on a pro rata basis for the balance of the Plan Year effective with the first day of the month
following such approval, unless some other effective date is specified. All such approvals shall be documented in writing and filed
with the EICP records for the applicable Plan Year. In the absence of any specific approvals, proration will be the default methodology
based on partial year and/or changed job titles.


 






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4.3 No Right to Participate


 


Except as provided in Sections 4.1 and
4.2, no Participant or other employee of the Company or an Affiliate shall, at any time, have a right to participate in the EICP
for any Plan Year, notwithstanding having previously participated in the EICP.


 


4.4 EICP Exclusive


 


No employee shall simultaneously participate
in this EICP and in any other short-term incentive plan of the Company or an Affiliate unless such employee’s participation
in such other plan is approved by the Committee.


 


4.5 Consent to Dispute Resolution


 


Participation in the EICP constitutes consent
by the Participant to be bound by the Company’s designated dispute resolution processes, which shall in substance require
that all disputes arising out of or in any way related to employment with the Company or its Affiliates, including any disputes
concerning the EICP, be resolved exclusively through such program, which shall include binding arbitration as the last step.


 


SECTION 5 – ADMINISTRATION


 


Each Plan Year, the Committee shall establish
the basis for payments under the EICP in relation to given Performance Goals, as more fully described in Section 6, and, following
the end of each Plan Year, determine the Reward payable to each Participant. The Committee is authorized to construe and interpret
the EICP, to prescribe, amend and rescind rules, regulations and procedures relating to its administration and to make all other
determinations necessary or advisable for administration of the EICP and to implement the intent of the EICP. In addition, as permitted
by law, the Committee may delegate its authority granted under the EICP as deemed appropriate; provided, however, that Committee
may not delegate its authority under Section 6 hereof outside the membership of the Committee. Decisions of the Committee or its
delegates, in accordance with the authority granted hereby or delegated pursuant hereto shall be conclusive and binding. Subject
only to compliance with the express provisions hereof, the Committee and its delegates may act in their sole and absolute discretion
with respect to matters within their authority under the EICP.


 






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From time to time the Committee may determine
that modifying the EICP, the Performance Goals or the potential awards payments would provide more appropriate incentives for Participants.
Notwithstanding any provision to the contrary and in addition to the above, the Committee reserves the right in its sole discretion
to adjust the Performance Goals or Reward amounts under the EICP to reflect (1) the impact of acquisitions or divestitures, (2)
changes in the Company’s industry, (3) changes in macro-economic factors or conditions impacting the Company, (4) changes
in market compensation practices and other circumstances, including the need to attract and retain talented executives, (5) changes
in applicable laws, regulations or accounting practices, or (6) other matters that were not anticipated when the Performance Goals
for the EICP were determined. The Committee retains the discretion to make alternative bonus calculations or to make retention
awards or other awards based on alternative or non-financial performance criteria.


 


SECTION 6 – REWARD DETERMINATIONS


 


6.1 Performance Measures


 


The Committee shall strive to make financial
performance a primary basis in determining Performance Goals for any Plan Year. In addition, other performance measures applicable
to particular Participants may also be used as Performance Goals.


 


6.2 Performance Requirements


 


The Committee will establish within 120
days of the start of each fiscal year (1) the Performance Goals applicable to the Participants and (2) the Reward Opportunities
of each Participant corresponding to the pre-established Performance Goals that will determine a Participant’s actual Reward
at the end of the Plan Year.


 


For each Reward, the Committee will establish
Performance Goals at three levels: Threshold, Target and Superior. The Committee shall have full discretion to set the Performance
Goals and metrics.


 


6.3 Reward Determinations


 


After the end of each Plan Year, the Committee
shall determine the extent to which the Performance Goals have been achieved and the amount of the Reward shall be computed for
each Participant in accordance with a Participant’s Reward Opportunity.


 


6.4 Discretionary Adjustments 


 


Once established, Performance Goals will
not be changed during the Plan Year. However, if the Committee, in its sole and absolute discretion, determines that there has
been (i) a change in the business, operations, corporate or capital structure, (ii) a change in the manner in which business is
conducted or (iii) any other material change or event which will impact one or more Performance Goals in a manner the Committee
did not intend, then the Committee may, reasonably contemporaneously with such change or event, make such adjustments as it shall
deem appropriate and equitable in the manner of computing the relevant Performance Goal or Goals for the Plan Year.


 






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6.5 Discretionary Bonuses


 


Notwithstanding any other provision contained
herein to the contrary, the Committee may, in its sole discretion, make such other or additional bonus payments to a Participant
as it shall deem appropriate and in the interests of the Company.


 


6.6 Disqualification of Awards


 


If a Participant is deemed
to have (i) breached the Company Code of Business Conduct, or (ii) materially breached any other Company policy, the Committee,
at its sole discretion, may disqualify the Participant from receiving any bonus for a given Plan Year in whole or in part. Participation
in future Plan Years, however, may be considered independent of that decision. Misrepresenting results will be considered a breach
of Company policy.


 


6.7 Clawback Policy


 


Any Reward received by
the Participant shall be subject to the provisions of the Company’s Clawback Policy. The Clawback Policy enables recoupment
of performance-based compensation that is paid but is subsequently determined not to have been earned because financial results
of the Company are restated and the clawback of incentive compensation if the Participant has engaged in detrimental activity.


 


SECTION 7 – DISTRIBUTION OF
REWARDS


 


7.1 Form and Timing of Payment


 


Except as otherwise provided below, the
amount of each Reward shall be paid in cash and in the currency in which the Participant is ordinarily paid on the Payment Date.
In the event of termination of a Participant’s employment prior to the Payment Date due to death or disability, the amount
of any Reward (or prorated portion thereof) payable pursuant to the provisions of Sections 8.1 or 8.2 shall be paid in cash and
in the currency in which the Participant is ordinarily paid on the Payment Date.


 


7.2 Tax Withholding


 


The Company or employing entity through
which payment of a Reward is to be made shall have the right to deduct from any payment hereunder any amounts that Federal, state,
local or foreign tax laws require with respect to such payments.


 


SECTION 8 – TERMINATION OF
EMPLOYMENT


 


8.1 Termination of Service during Plan
Year


 


In
the event a Participant’s employment is terminated prior to the last business day of a Plan Year for any reason other
than death or Disability, all of such Participant’s rights to a Reward for such Plan Year shall be forfeited, unless the
Committee, in its sole discretion, determines that such Participant’s Reward for such Plan Year shall be prorated based upon
that portion of the Plan Year during which he or she was a Participant, in which case the prorated portion of the Reward shall
be paid in accordance with the provisions of Section 7.1. In the case of death during the Plan Year, the prorated amount of such
Participant’s Reward shall be paid to the Participant’s estate, or if there is no administration of the estate, to
the heirs at law, on the Payment Date. In the case of Disability, the prorated amount of a Participant’s Reward shall be
paid in accordance with the provisions of Section 7.1.


 






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8.2 Termination of Service after End
of Plan Year but Prior to the Payment Date


 


If
a Participant’s employment is terminated by the Company after the end of the applicable Plan Year, but prior to the
Payment Date, for any reason other than termination for Cause, the amount of any Reward applicable to such Plan Year shall be paid
to the Participant in accordance with the provisions of Section 7.1. If a Participant’s employment is terminated for Cause
or the Participant terminates employment for any reason, all of such Participant’s rights to a Reward applicable to such
Plan Year shall be forfeited.


 


SECTION 9 – RIGHTS OF PARTICIPANTS
AND BENEFICIARIES


 


9.1 Status as a Participant or Beneficiary


 


Neither status as a Participant or Beneficiary
shall be construed as a commitment that any Reward will be paid or payable under the EICP.


 


9.2 Employment


 


Nothing
contained in the EICP or in any document related to the EICP or to any Reward shall confer upon any Participant any right to continue
as an employee or in the employ of the Company or an Affiliate or constitute any contract or agreement of employment for a specific
term or interfere in any way with the right of the Company or an Affiliate to reduce such person’s compensation, to
change the position held by such person or to terminate the employment of such person, with or without Cause.


 


9.3 Non-transferability 


 


No benefit payable under, or interest in,
this EICP shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge
and any such attempted action shall be void and no such benefit or interest shall be, in any manner, liable for, or subject to,
debts, contracts, liabilities or torts of any Participant or Beneficiary. Any attempt at transfer, assignment or other alienation
prohibited by the preceding sentence shall be disregarded and all amounts payable hereunder shall be paid only in accordance with
the provisions of the EICP.


 


9.4 Nature of EICP


 


No Participant, Beneficiary or other person
shall have any right, title or interest in any fund or in any specific asset of the Company or any Affiliate by reason of any Reward
hereunder. There shall be no funding of any benefits which may become payable hereunder. Nothing contained in the EICP (or in any
document related thereto), nor the creation or adoption of the EICP, nor any action taken pursuant to the provisions of the EICP
shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company or an Affiliate and
any Participant, Beneficiary or other person. To the extent that a Participant, Beneficiary or other person acquires a right to
receive payment with respect to a Reward hereunder, such right shall be no greater than the right of any unsecured general creditor
of the Company or other employing entity, as applicable. All amounts payable under the EICP shall be paid from the general assets
of the Company or employing entity, as applicable, and no special or separate fund or deposit shall be established and no segregation
of assets shall be made to assure payment of such amounts. Nothing in the EICP shall be deemed to give any employee any right to
participate in the EICP except in accordance herewith.


 






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SECTION 10 – CHANGE IN CONTROL


 


In
the event of a Change in Control, (i) with respect to a Participant’s Reward Opportunity for the Plan Year in which
the Change in Control occurred, such Participant shall be entitled to an immediate cash payment equal to the target amount of the
Reward Opportunity he or she would have been entitled to receive for the Plan Year, prorated to the date of the Change of Control;
and (ii) with respect to a Change in Control that occurs after the end of the Plan Year but prior to the Payment Date, a Participant
shall be entitled to an immediate cash payment equal to the Reward earned for such Plan Year.


 


SECTION 11 – AMENDMENT AND
TERMINATION 


 


Notwithstanding anything herein to the
contrary, the Committee may, at any time, terminate or, from time to time amend, modify or suspend the EICP; provided, however,
that, without the prior consent of the Participants affected, no such action may adversely affect any rights or obligations with
respect to any Rewards theretofore earned for a particular Plan Year, whether or not the amounts of such Rewards have been computed
and whether or not such Rewards are then payable.


 


SECTION 12 – MISCELLANEOUS



 


12.1 Governing Law


 


The
EICP and all related documents shall be governed by, and construed in accordance with, the laws of the State of Texas, without
giving effect to the principles of conflicts of law thereof, except to the extent preempted by U.S. federal law.


 


12.2 Severability


 


If any provision of the EICP shall be held
illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof; instead, each
provision shall be fully severable and the EICP shall be construed and enforced as if said illegal or invalid provision had never
been included herein.


 






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12.3 Supersession


 


This EICP supersedes all prior executive
non-equity bonus plans except those set forth in an individual arrangement with an individual employee, in which case the this
EICP shall not apply. Any other such annual executive non-equity bonus plan sponsored by the Company is hereby terminated.


 


12.4 Successor


 


All obligations of the Company under the
EICP shall be binding upon and inure to the benefit of any successor to the Company, whether the existence of such successor is
the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or
assets of the Company.


 


12.5 Section 409A of the Code


 


To the extent applicable, it is intended
that the EICP comply with or be exempt from the requirements of Section 409A. Accordingly, to the maximum extent permitted, the
Plan and the Awards and Rewards hereunder shall be interpreted either to be exempt from the provisions of Section 409A or in compliance
therewith. Any reservation of rights or discretion by the Company or the Committee hereunder affecting the timing of payment of
any Award or Reward subject to Section 409A will only be as broad as is permitted by Section 409A. Notwithstanding the foregoing,
(i) neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of any additional
liability, tax or penalty on any Participant or beneficiary under Section 409A and (ii) neither the Committee (or any member thereof)
nor any member of the Weatherford Group (or any employee, director or officer thereof) guarantees that this Plan or any Award or
Reward hereunder complies with, or is exempt from, Section 409A and none of the foregoing shall have any liability with respect
to any failure to so comply or to be so exempt.


 


 


	 	Dated:
    April 13, 2020
	 	 
	 	 
	 	 




 






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