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Exhibit 10.45
 WEATHERFORD INTERNATIONAL LTD.
FORM OF RESTRICTED SHARE UNIT AWARD
AGREEMENT
 This Restricted Share Unit Award Agreement Agreement Company Holder Plan
 Whereas Units
 Whereas
 Now, therefore
 1.
    
    Definitions.For purposes of this Agreement, Forfeiture Restrictions shall mean
any prohibitions and restrictions set forth herein or in the Plan with respect to the sale or
other disposition of the Units and the obligation to forfeit such Units to the Company.
  2.
    
    Grant of Units.Effective as of the date of this Agreement, the Company grants to
the Holder ____________ Units. The Company and the Holder agree that this Agreement, together
with the Plan and the Employment Agreement between the Company and the Holder dated
____________ (the Employment Agreement), sets forth the complete terms of the Award and
that the Award shall be subject to the terms of the Employment Agreement.
 3.
    
    Transfer Restrictions.Except as specified herein or in the Plan, the Units may not
be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or
disposed of. Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer,
encumbrance or disposition in violation of this Agreement or the Plan shall be void, and the
Company shall not be bound thereby.
 4.
    
    Vesting.  (a)  Except as otherwise specified in this Section 4, the Units shall be subject to
Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Units that are
granted hereby in accordance with the following schedule provided that the Units have not
been forfeited to the Company prior to such date:
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Number ofUnits as toWhich ForfeitureLapse Date
    
    Restrictions Lapse
 (b)
    
    Notwithstanding the foregoing, (i) if the Holders employment or affiliation
relationship with the Company and its Affiliates is terminated prior to the ___
anniversary of the date hereof (A) due to the death or Disability of the Holder, (B)
by the Holder for Good Reason (applicable only if such term and manner of termination
is specifically provided for in the Employment Agreement) or (C) by the Company for
any reason other than Cause (as defined in the Employment Agreement), then, in any
such event, all Forfeiture Restrictions shall lapse with respect to all Units subject
to Forfeiture Restrictions on the date of termination of the Holders employment or
affiliation relationship, or (ii) if there is a Corporate Change, then all Forfeiture
Restrictions shall immediately lapse with respect to all Units subject to Forfeiture
Restrictions.(c)
    
    If, prior to the ___anniversary of the date hereof, the Holders
employment or affiliation relationship with the Company and its Affiliates terminates
for any reason other than the Holders death or Disability, or is terminated by the
Holder for any reason other than Good Reason or by the Company for Cause, any
Forfeiture Restrictions that have not previously lapsed pursuant to the provisions of
this Section 4 shall not lapse, and any Units with respect to which the Forfeiture
Restrictions have not lapsed shall be forfeited to the Company on the date of
termination of the Holders employment of affiliation relationship with the Company
and its Affiliates.(d)
    
    In the event any Units are forfeited to the Company pursuant to this
Agreement, the Company will not be obligated to pay the Holder any consideration
whatsoever for the forfeited Units.
 5.
    
    Dividend Equivalents. If during the period the Holder holds any Units awarded
hereby the Company pays a dividend in cash, shares or otherwise with respect to the
outstanding shares of Companys common shares, U.S. $1.00 par value per share (the Shares),
the Holder shall receive no dividend equivalent payment with respect to the Holders Units.
 6.
    
    Delivery of Share Certificates.Upon the lapse of the Forfeiture Restrictions under
Section 4 hereof and the satisfaction by the Holder of any liability arising under Section 8
of this Agreement, the Company shall deliver or cause to be delivered a share certificate
representing a number of Shares equal to the number of Units with respect to which the
Forfeiture Restrictions have lapsed.
 7.
    
    Capital Adjustments and Reorganizations.The existence of the Units shall not affect
in any way the right or power of the Company or its shareholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes in the Companys capital
structure or its business, any merger, amalgamation or consolidation
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of the Company, any issue of debt or equity securities, including, without limitation,
preferred or prior preference shares ahead of or affecting the Shares, the dissolution or
liquidation of the Company, or any sale, lease, exchange or other disposition of all or any
part of its assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
 8.
    
    Tax Withholding.To the extent that the receipt or holding of the Units or the lapse
of any Forfeiture Restrictions results in income, wages or compensation to the Holder for any
federal, state or local income, social insurance, employment or other tax purposes with
respect to which the Company or any of its Affiliates has a withholding obligation, the Holder
shall deliver to the Company or such Affiliate at the time of such receipt or lapse, as the
case may be, such minimum amount of money as the Company or such Affiliate may require to meet
its obligation under applicable tax laws or regulations, and, if the Holder fails to do so,
the Company is authorized to withhold from the Shares to be delivered to the Holder pursuant
to Section 6 of this Agreement or from any cash or share remuneration then or thereafter
payable to the Holder any minimum amount of tax required to be withheld by reason of such
resulting income.
 9.
    
    Joint election to transfer Secondary Class 1 National Insurance Contributions and
provisions for collection of Primary and Secondary Class 1 National Insurance
Contributions.
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(i)
    
    to deliver cash, bankers draft or check to the Employer
sufficient to pay the Primary and Secondary Contributions due; or(ii)
    
    in the case of an acquisition of Shares as a result of the
lapse of the Forfeiture Restrictions, to authorize the Company to reduce the
number of Shares made available for delivery to the Holder such that the Fair
Market Value of the Shares withheld is sufficient to realize the Primary and
Secondary Contributions; or(ii)
    
    in the case of an assignment or release of Units (to the
extent permitted under the terms of this Agreement or the Plan) where the
payment is to be made to the Holder from a third party, to authorize such
third party to withhold an amount sufficient to cover the Primary and
Secondary Contributions due and to transfer such amount to the Company.
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(i)
    
    details of the amount of National Insurance Contributions
arising;(ii)
    
    the amount of the Secondary Contributions liability which was
transferred by way of this Election; and(iii)
    
    the date on which the transferred Secondary Contributions
liability was paid to the Collector of Taxes.
   10.
    
    Employment or Affiliation Relationship.For purposes of this Agreement, the Holder
shall be considered to be in the employment of, or affiliated with, the Company or its
Affiliates as long as the Holder has an employment or affiliation relationship with the
Company or its Affiliates. The Committee shall determine any questions as to whether and when
there has been a termination of such employment or affiliation relationship, and the cause of
such termination, under the Plan and the Committees determination shall be final and binding
on all persons.
 11.
    
    Voting and Other Rights.The Holder shall have no rights as a shareholder of the
Company in respect of the Units, including the right to vote and to receive dividends and
other distributions, until delivery of certificates representing Shares in satisfaction of
such Units.
 12.
    
    Not an Employment or Affiliation Agreement.This Agreement is not an employment or
affiliation agreement, and no provision of this Agreement shall be construed or interpreted to
create an employment relationship between the Holder and the Company or any of its Affiliates
or guarantee the right to remain employed by or affiliated with the Company or any of its
Affiliates for any specified term.
 13.
    
    Termination of Plan; Discretionary Grant.The Holder acknowledges that the Committee
may unilaterally amend, terminate or suspend the Plan at any time. The Holders waives any
rights to receive future awards under the Plan if the Plan is terminated or if the Holders
employment or affiliation relationship with the Company and its Affiliates terminates for any
reason. The Holder acknowledges and agrees that the award of the Units pursuant to this
Agreement is not an element of the Holders compensation and has been awarded at the Companys
sole discretion, and that the award
of the Units pursuant to this Agreement does not entitle the Holder to any future awards
under the Plan.
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14.
    
    Data Privacy.By signing below, the Holder voluntarily acknowledges and consents to
the collection, use, processing and transfer of personal data as described in this Section.
The Holder is not obliged to consent to such collection, use, processing and transfer of
personal data. However, failure to provide the consent may affect the Holders ability to
participate in the Plan. The Company and its Affiliates hold certain personal information
about the Holder, including the Holders name, home address and telephone number, date of
birth, social security number or other employee identification number, salary, nationality,
job title, any shares of stock or directorships held in the Company and details of all Units
or any other entitlement to shares of stock awarded, cancelled, purchased, vested, unvested or
outstanding in the Holders favor, for the purpose of managing and administering the Plan
(Data). The Company and its Affiliates will transfer Data amongst themselves as necessary
for the purpose of implementation, administration and management of the Holders participation
in the Plan, and the Company and its Affiliates may each further transfer Data to any third
parties assisting the Company in the implementation, administration and management of the
Plan. These recipients may be located in the European Economic Area or elsewhere throughout
the world, such as the United States. The Holder authorizes them to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of implementing,
administering and managing the Holders participation in the Plan, including any requisite
transfer of such Data as may be required for the administration of the Plan and the subsequent
holding of Shares on the Holders behalf by a broker or other third party with whom the Holder
may elect to deposit any Shares acquired pursuant to the Plan. The Holder may, at any time,
review Data, require any necessary amendments to it or withdraw the consents herein in writing
by contacting the Company; however, withdrawing consent may affect the Holders ability to
participate in the Plan.
 15.
    
    Notices.Any notice, instruction, authorization, request or demand required
hereunder shall be in writing, and shall be delivered either by personal delivery, by
facsimile, by certified or registered mail, return receipt requested, or by courier or
delivery service, addressed to the Company at the address indicated beneath its signature on
the execution page of this Agreement, and to the Holder at the Holders address indicated
beneath his signature on the execution page of this Agreement, or at such other address and
number as a party shall have previously designated by written notice given to the other party
in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by
facsimile (confirmation of such receipt by confirmed facsimile transmission being deemed
receipt of communications sent by facsimile means); and when delivered and receipted for (or
upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by
express courier or delivery service, or sent by certified or registered mail, return receipt
requested.
 16.
    
    Amendment and Waiver.This Agreement may be amended, modified or superseded only by
written instrument executed by the Company and the Holder. Only a written instrument executed
and delivered by the party waiving compliance hereof shall make any waiver of the terms or
conditions effective. Any waiver granted by the Company shall be effective only if executed
and delivered by a duly authorized executive officer of the Company other than the Holder.
The failure of any party at any time or times to require performance of any provisions hereof
shall in no manner effect the right to enforce the same. No waiver by any party of any term
or condition, or the breach of any
term or condition contained in this Agreement, in one or more instances, shall be construed
as a continuing waiver of any such condition or breach, a waiver of any other condition, or
the breach of any other term or condition.
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17.
    
    Governing Law and Severability.This Agreement shall be governed by the laws of the
State of Texas without regard to its conflicts of law provisions. The invalidity of any
provision of this Agreement shall not affect any other provision of this Agreement, which
shall remain in full force and effect.
 18.
    
    Successors and Assigns.Subject to the limitations which this Agreement and the Plan
impose upon the transferability of the Units, this Agreement shall bind, be enforceable by and
inure to the benefit of the Company and its successors and assigns, and to the Holder, his
permitted assigns and, upon the Holders death, the Holders estate and beneficiaries thereof
(whether by will or the laws of descent and distribution), executors, administrators, agents,
and legal and personal representatives.
 19.
    
    Counterparts.This Agreement may be executed in two or more counterparts, each of
which shall be an original for all purposes but all of which taken together shall constitute
but one and the same instrument.
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in witness whereof
 COMPANY:weatherford international ltd.By:515 Post Oak Blvd., Ste. 600
Houston, TX 77027
Attn:  General Counsel
Facsimile:  (713) 693-4484HOLDER:
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Address:
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