exv10w5






Exhibit
10.5




ASSUMPTION AND GENERAL AMENDMENT AGREEMENT




     This Assumption and General Amendment Agreement (this “Agreement”) is made as of
February 25, 2009, by and between Weatherford International Ltd., an exempted company incorporated
with limited liability under the laws of Bermuda (“Weatherford Bermuda”), and Weatherford
International Ltd., a joint stock company registered in Switzerland, canton of Zug
(“Weatherford Switzerland”).



RECITALS




     WHEREAS, the boards of directors of Weatherford Bermuda and Weatherford Switzerland have
previously approved a series of transactions to be effected pursuant to a share exchange agreement
(the “Exchange Agreement”) and by way of a scheme of arrangement in accordance with the
laws of Bermuda and Switzerland, pursuant to which Weatherford Switzerland will become the parent
holding company of Weatherford Bermuda as a result of the remittance of Weatherford Switzerland’s
registered shares (“Registered Shares”) in exchange for Weatherford Bermuda common shares
(“Common Shares”) (such transactions are collectively referred to as the
“Redomestication”);



     WHEREAS, in accordance with Swiss law, the Redomestication will become effective at the time
that the Swiss Register of Commerce registers the capital increase of the Company, as contemplated
in connection with the Redomestication (the “Effective Time”);



     WHEREAS, each of Weatherford Bermuda and Weatherford International, Inc., a Delaware
corporation and wholly-owned indirect subsidiary of Weatherford Bermuda (“Weatherford
Delaware”) (i) maintains and sponsors those certain equity compensation-related plans, and
certain other plans, agreements, awards and arrangements listed on Exhibit A hereto
(collectively, the “Assumed Stock Plans”), providing for the grant or award to its
directors, officers and employees and other persons of (a) options, restricted shares or other
rights to purchase or receive Common Shares or (b) the right to receive benefits or other amounts
by reference to Common Shares (individually, an “Assumed Stock Award” and collectively, the
“Assumed Stock Awards”), and (ii) maintains and sponsors those certain equity
compensation-related plans, and certain other plans, agreements, awards and arrangements listed on
Exhibit B hereto (collectively, the “Other Stock Plans”), providing for the grant
or award to its directors, officers and employees and other persons of (a) options, restricted
shares or other rights to purchase or receive Common Shares or (b) the right to receive benefits or
other amounts by reference to Common Shares (individually, an “Other Stock Award” and
collectively, the “Other Stock Awards”);



     WHEREAS, Weatherford Bermuda has previously entered into those certain employment agreements
listed on Exhibit C hereto (collectively, the “Assumed Employment Agreements”);



     WHEREAS, Weatherford Delaware has previously entered into those certain employment agreements
listed on Exhibit D hereto (collectively, the “Other Employment Agreements”); and



 









 





     WHEREAS, in connection with the Redomestication and pursuant to the Exchange Agreement,
Weatherford Switzerland desires (i) to assume and adopt the Assumed Stock Plans and the Assumed
Stock Awards, and to issue or cause to be issued Registered Shares (from Weatherford Switzerland or
through one of its subsidiaries) in lieu of Common Shares being issued in connection with such
Assumed Stock Plans and Assumed Stock Awards, (ii) to assume the obligations of Weatherford Bermuda
to issue or cause to be issued Registered Shares (from Weatherford Switzerland or through one of
its subsidiaries) in lieu of Common Shares being issued in connection with the Other Stock Plans
and the related Other Stock Awards, but not assume the Other Stock Plans or Other Stock Awards,
(iii) to assume and adopt the Assumed Employment Agreements, and (iv) the Other Employment
Agreements to be amended such that references to Weatherford Bermuda are replaced with references
to Weatherford Switzerland.



     NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, at and as of the Effective Time:


1. Pursuant to the terms of this Agreement and the Exchange Agreement, Weatherford Bermuda hereby
assigns to Weatherford Switzerland, and Weatherford Switzerland hereby accepts from Weatherford
Bermuda and hereby assumes, the Assumed Stock Plans and the related Assumed Stock Awards and the
rights and obligations of Weatherford Bermuda under the Assumed Stock Plans and Assumed Stock
Awards. As a result of such assignment and assumption, Weatherford Switzerland will be the sponsor
of the Assumed Stock Plans and Registered Shares will be issued under the Assumed Stock Plans in
lieu of Common Shares being issued thereunder.



2. Pursuant to the terms of this Agreement and the Exchange Agreement, Weatherford Bermuda hereby
assigns to Weatherford Switzerland, and Weatherford Switzerland hereby accepts from Weatherford
Bermuda and hereby assumes, the obligations to issue or cause to be issued, Registered Shares in
connection with the Other Stock Plans and related Other Stock Awards. As a result of such
assignment and assumption, Weatherford Switzerland will issue or cause to be issued Registered
Shares (from Weatherford Switzerland or through one of its subsidiaries) in lieu of Common Shares
being issued in connection with such Other Stock Plans and Other Stock Awards.



3. Pursuant to the terms of this Agreement and the Exchange Agreement, Weatherford Bermuda hereby
assigns to Weatherford Switzerland, and Weatherford Switzerland hereby accepts and assumes from
Weatherford Bermuda, the Assumed Employment Agreements, including the rights and obligations of
Weatherford Bermuda thereunder. The registered address of Weatherford Switzerland for purposes of
the Assumed Employment Agreements is Alpenstrasse 15, 6300 Zug, Switzerland.



4. To the extent any Assumed Stock Plan, Assumed Stock Award, Other Stock Plan or Other Stock Award
(each, a “Benefit Document”, and collectively, the “Benefit Documents”) provides
for the issuance, acquisition, holding or purchase of, or otherwise relates to or references,
Common Shares, then, pursuant to the terms hereof and thereof, such Benefit




 









 







Document is hereby
amended to provide for the issuance, acquisition, purchase or holding of, or otherwise relate to or
reference, Registered Shares (or benefits or other amounts determined in accordance with the
Benefit Documents).



5. All references in the Assumed Stock Plans and Assumed Stock Awards to Weatherford Bermuda or its
predecessors are hereby amended to be references to Weatherford Switzerland. Only with respect to
the obligations to issue Common Shares, all references in the Other Stock Plans and Other Stock
Awards to Weatherford Bermuda or its predecessors are hereby amended to be references to
Weatherford Switzerland. All references in the Assumed Employment Agreements and the Other
Employment Agreements to Weatherford Bermuda or its predecessors are hereby amended to be
references to Weatherford Switzerland; no other changes or amendments are hereby made to the Other
Employment Agreements.



6. All outstanding Assumed Stock Awards and Other Stock Awards or any other benefits available
which are based on Common Shares and which have been granted under the Assumed Stock Plans or Other
Stock Plans (including, as applicable, any Common Shares exchanged in connection with the
Redomestication) shall remain outstanding pursuant to the terms hereof and thereof.



7. Each Assumed Stock Award and each Other Stock Award shall, pursuant to the terms hereof and
thereof, be exercisable, issuable, held, available or vest upon the same terms and conditions as
under the applicable Benefit Document, except that upon the exercise, issuance, holding,
availability or vesting of such Assumed Stock Awards or Other Stock Awards, as applicable,
Registered Shares are hereby issuable or available, or benefits or other amounts determined, in
lieu of Common Shares.



8. Each Assumed Stock Award and Other Stock Award that is a stock option (i) is hereby assumed by
Weatherford Switzerland, or (ii) the obligations thereunder are hereby assumed by Weatherford
Switzerland, as applicable, in such manner that Weatherford Switzerland would be a corporation
“assuming a stock option in a transaction to which section 424(a) applies” within the meaning of
Section 424 of the Internal Revenue Code of 1986, as amended (the “Code”), were Section 424
of the Code applicable to such Assumed Stock Award or Other Stock Award, with regard to the
requirements of Treasury Regulation Section 1.424-1(a)(5)(iii) for options that are intended to
qualify under Section 422 of the Code, and with regard to the requirements of Treasury Regulation
Section 1.409A-1(b)(5)(v)(D) for other options.



9. The parties hereto acknowledge that the benefit and other plans (and the obligations to issue
Common Shares provided therein) of Weatherford Bermuda, Weatherford Delaware or any of their
affiliates that are not listed on Exhibit A, Exhibit B, or Exhibit C are
not assigned to or assumed or otherwise adopted by Weatherford Switzerland as provided hereby. For
the avoidance of doubt, the Other Employment Agreements are not being assumed by Weatherford
Switzerland.




 









 







10. Subject to the terms of this Agreement, as amended hereby, each Benefit Document is
specifically ratified and reaffirmed by Weatherford Switzerland.



11. This Agreement will be effective immediately prior to the Effective Time subject to effective
completion of the Redomestication by the Effective Time.




(Remainder of page intentionally blank)




 









 








     IN WITNESS WHEREOF, the undersigned have executed this Agreement, which may be executed in
multiple counterparts, but when taken together make one and the same instrument, as of the date
first set forth above.



WEATHERFORD INTERNATIONAL LTD.

a Bermuda exempted company




	 	 	 
	By:
	 	/s/ Burt M. Martin
	 

	 	 
	Name:
	 	Burt M. Martin
	 

	 	 
	Title:
	 	Senior Vice President
	 

	 	 





WEATHERFORD INTERNATIONAL LTD.

a joint stock company registered in Switzerland




	 	 	 
	By:
	 	/s/ Burt M. Martin
	 

	 	 
	Name:
	 	Burt M. Martin
	 

	 	 
	Title:
	 	Director
	 

	 	 




Solely for purposes of the last sentence of Section 5, Weatherford International, Inc. also
executes this Agreement.




WEATHERFORD INTERNATIONAL, INC.

a Delaware corporation




	 	 	 
	By:
	 	/s/ Burt M. Martin
	 

	 	 
	Name:
	 	Burt M. Martin
	 

	 	 
	Title:
	 	Senior Vice President
	 

	 	 





[Signature page to Stock Plan Assumption and General Amendment Agreement]




 









 





EXHIBIT A




Assumed Stock Plans



1. Weatherford International Ltd. Non-Employee Director Stock Option Agreements



2. Weatherford International Ltd. 2006 Omnibus Incentive Plan



3. Weatherford International Ltd. Restricted Share Plan



4. Weatherford International, Inc. 1998 Employee Stock Option Plan




 









 





EXHIBIT B




Other Stock Plans



1. Weatherford International, Inc. Executive Deferred Compensation Stock Ownership Plan



2. Weatherford International, Inc. Foreign Executive Deferred Compensation Stock Plan



3. Weatherford International Ltd. Deferred Compensation Plan for Non-Employee Directors




 









 





EXHIBIT C




Weatherford International Ltd.

Assumed Employment Agreements



1. Amended and Restated Employment Agreement dated December 31, 2008, between Weatherford
International Ltd. and Jessica Abarca



2. Amended and Restated Employment Agreement dated December 31, 2008, between Weatherford
International Ltd. and Andrew P. Becnel



3. Amended and Restated Employment Agreement dated December 31, 2008, between Weatherford
International Ltd. and M. David Colley



4. Amended and Restated Employment Agreement dated December 31, 2008, between Weatherford
International Ltd. and Bernard J. Duroc-Danner



5. Amended and Restated Employment Agreement dated December 31, 2008, between Weatherford
International Ltd. and Stuart E. Ferguson



6. Amended and Restated Employment Agreement dated December 31, 2008, between Weatherford
International Ltd. and Burt M. Martin



7. Amended and Restated Employment Agreement dated December 31, 2008, between Weatherford
International Ltd. and Keith R. Morley



8. Amended and Restated Employment Agreement effective as of December 31, 2008, between
Weatherford International Ltd. and James M. Hudgins



9. Amended and Restated Employment Agreement effective as of December 31, 2008, between
Weatherford International Ltd. and Carel W. Hoyer




 









 





EXHIBIT D




Weatherford International, Inc.

Other Employment Agreements



1. Employment Agreement effective as of January 1, 2009, between Weatherford International, Inc.
and Jessica Abarca



2. Employment Agreement effective as of January 1, 2009, between Weatherford International, Inc.
and Andrew P. Becnel



3. Employment Agreement effective as of January 1, 2009, between Weatherford International, Inc.
and M. David Colley



4. Employment Agreement effective as of January 1, 2009, between Weatherford International, Inc.
and Bernard J. Duroc-Danner



5. Employment Agreement effective as of January 1, 2009, between Weatherford International, Inc.
and Stuart E. Ferguson



6. Employment Agreement effective as of January 1, 2009, between Weatherford International, Inc.
and Burt M. Martin



7. Employment Agreement effective as of January 1, 2009, between Weatherford International, Inc.
and Keith R. Morley



8.
Employment Agreement effective as of February 9, 2009, between Weatherford International, Inc.
and James M. Hudgins



9. Employment Agreement effective as of February 9, 2009, between Weatherford International, Inc.
and Carel W. Hoyer