than an action by or in the right of the Company, by reason of the fact thatIndemnitee is or was a director, officer, employee, agent, or fiduciary of the Company or is or wasserving at the request of the Company as a director, officer, employee, agent, or fiduciary of anyother entity or by reason of anything done or not done by him or her in any such capacity. Pursuantto this Section 3, Indemnitee shall be indemnified against expenses (including attorneys’ fees anddisbursements), judgments, penalties, fines and amounts paid in settlement actually and reasonablyincurred by Indemnitee in connection with such action, suit or proceeding (including, but notlimited to, the investigation, defense or appeal thereof), if Indemnitee acted in good faith and ina manner Indemnitee reasonably believed to be in or not opposed to the best interests of theCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believehis or her conduct was unlawful.     Section 4. Actions by or in the Right of the Company. Indemnitee shall be entitled tothe indemnification rights provided in this Section 4 if Indemnitee was or is made a party or isthreatened to be made a party to any threatened, pending or completed action or suit brought by orin the right of the Company to procure a judgment in its favor by reason of the fact thatIndemnitee is or was a director, officer, employee, agent, or fiduciary of the Company or is or wasserving at the request of the Company as a director, officer, employee, agent, or fiduciary of anyother entity by reason of anything done or not done by Indemnitee in any such capacity. Pursuant tothis Section 4 Indemnitee shall be indemnified against expenses (including attorneys’ fees anddisbursements) actually and reasonably incurred by Indemnitee in connection with such action orsuit (including, but not limited to, the investigation, defense, settlement or appeal thereof) ifIndemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or notopposed to the best interests of the Company; provided, however, that no such indemnification shallbe made in respect of any claim, issue or matter as to which applicable law expressly prohibitssuch indemnification by reason of an adjudication of liability of Indemnitee to the Company,unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court inwhich such action or suit was brought shall determine upon application that, despite suchadjudication of liability but in view of all the circumstances of the case, Indemnitee is fairlyand reasonably entitled to indemnification for such expenses as such court shall deem proper.     Section 5. Indemnification for Expenses of Successful Party. Notwithstanding the otherprovisions of this Agreement, to the extent that Indemnitee has been successful on the merits orotherwise, including, without limitation, the dismissal of an action without prejudice, in defenseof any action, suit or proceeding referred to in Section 4 hereof, or in defense of any claim,issue or matter therein, Indemnitee shall be indemnified against all expenses (including attorneys’fees and disbursements) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf inconnection therewith.     Section 6. Indemnification for Expenses of a Witness. To the extent that Indemniteeis, by reason of Indemnitee’s Corporate Status (as hereinafter defined), a witness in anyproceeding, Indemnitee shall be indemnified by the Company against all expenses actually andreasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.     Section 7. Partial Indemnification. If Indemnitee is only partially successful in thedefense, investigation, settlement or appeal of any action, suit, investigation or proceeding
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described in Section 4 hereof, and as a result is not entitled under Section 5 hereof toindemnification by the Company for the total amount of the expenses (including attorneys’ fees anddisbursements), judgments, penalties, fines, and amounts paid in settlement actually and reasonablyincurred by Indemnitee, the Company shall nevertheless indemnify Indemnitee, as a matter of rightpursuant to Section 5 hereof, to the extent Indemnitee has been partially successful.     Section 8. Determination of Entitlement to Indemnification. Upon written request byIndemnitee for indemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemniteeto indemnification pursuant to the terms of this Agreement shall be determined by the followingPerson or Persons who shall be empowered to make such determination: (a) the Board of Directors ofthe Company by a majority vote of the Disinterested Directors (as hereinafter defined) even if lessthan a quorum; or (b) if such vote is not obtainable or, even if obtainable, if such DisinterestedDirectors so direct by majority vote, by Independent Counsel (as hereinafter defined) in a writtenopinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (c) by thestockholder or stockholders of the Company. Such Independent Counsel shall be selected by the Boardof Directors and approved by Indemnitee. Upon failure of the Board to so select such IndependentCounsel or upon failure of Indemnitee to so approve, such Independent Counsel shall be selected bythe Chancellor of the State of Delaware or such other Person as such Chancellor shall designate tomake such selection. Such determination of entitlement to indemnification shall be made not laterthan 60 days after receipt by the Company of a written request for indemnification. Such requestshall include documentation or information which is necessary for such determination and which isreasonably available to Indemnitee. Any expenses (including attorneys’ fees) incurred by Indemniteein connection with Indemnitee’s request for indemnification hereunder shall be borne by theCompany. The Company hereby indemnifies and agrees to hold Indemnitee harmless therefromirrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. Ifthe Person making such determination shall determine that Indemnitee is entitled to indemnificationas to part (but not all) of the application for indemnification, such Person shall reasonablyprorate such partial indemnification among such claims, issues or matters.     Section 9. Presumptions and Effect of Certain Proceedings. The Secretary of theCompany shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writingthe Board of Directors or such other Person or Personsempowered to make the determination as provided in Section 8 that Indemnitee has made suchrequest for indemnification. Upon making such request for indemnification, Indemnitee shall bepresumed to be entitled to indemnification hereunder and the Company shall have the burden of proofin the making of any determination contrary to such presumption. If the Person or Persons soempowered to make such determination shall have failed to make the requested indemnification within60 days after receipt by the Company of such request, the requisite determination of entitlement toindemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled tosuch indemnification, absent actual and material fraud in the request for indemnification. Thetermination of any action, suit, investigation or proceeding described in Section 3 or 4 hereof byjudgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent,shall not, of itself: (a) create a presumption that Indemnitee did not act in good faith and in amanner which Indemnitee reasonably believed to be in or not opposed to the best interests of theCompany, and, with respect to any criminal action or proceeding, that
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Indemnitee had reasonablecause to believe that his or her conduct was unlawful; or (b) otherwise adversely affect the rightsof Indemnitee to indemnification except as may be provided herein.     Section 10. Advancement of Expenses. All reasonable expenses incurred by Indemnitee(including attorneys’ fees, retainers and advances of disbursements required of Indemnitee) shallbe paid by the Company in advance of the final disposition of such action, suit or proceeding,whether civil, criminal, administrative or investigative in nature, at the request of Indemnitee assoon as practical, and in any event within twenty days after the receipt by the Company of astatement or statements from Indemnitee requesting such advance or advances from time to time.Indemnitee’s entitlement to such expenses shall include those incurred in connection with anyproceeding by Indemnitee seeking an adjudication or award in arbitration pursuant to thisAgreement. Such statement or statements shall reasonably evidence the expenses incurred byIndemnitee in connection therewith and shall include or be accompanied by an undertaking by or onbehalf of Indemnitee to repay such amount if it is ultimately determined that Indemnitee is notentitled to be indemnified against such expenses and costs by the Company as provided by thisAgreement or otherwise. The Company shall have the burden of proof in any determination under thisSection 10. No amounts advanced hereunder shall be deemed an extension of credit by the Company toIndemnitee.     Section 11. Remedies of Indemnitee in Cases of Determination Not to Indemnify or toAdvance Expenses. In the event that a determination is made that Indemnitee is not entitled toindemnification hereunder or if payment has not been timely made following a determination ofentitlement to indemnification pursuant to Sections 8 and 9, or if expenses are not advancedpursuant to Section 10, Indemnitee shall be entitled to a final adjudication in the Delaware Courtof Chancery, first, and then in any other court of competent jurisdiction of Indemnitee’sentitlement to such indemnification or advance. Alternatively, Indemnitee, at Indemnitee’s option,may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules ofthe American Arbitration Association, such award to be made within sixty days following the filingof the demand for arbitration. The Company shall not oppose Indemnitee’sright to seek any such adjudication or award in arbitration or any other claim. Such judicialproceeding or arbitration shall be made de novo and Indemnitee shall not be prejudiced by reason ofa determination (if so made) that Indemnitee is not entitled to indemnification. If a determinationis made or deemed to have been made pursuant to the terms of Section 8 or 9 hereof that Indemniteeis entitled to indemnification, the Company shall be bound by such determination and is precludedfrom asserting that such determination has not been made or that the procedure by which suchdetermination was made is not valid, binding and enforceable. The Company further agrees tostipulate in any such court or before any such arbitrator that the Company is bound by all theprovisions of this Agreement and is precluded from making any assertion to the contrary. If thecourt or arbitrator shall determine that Indemnitee is entitled to any indemnification hereunder,the Company shall pay all reasonable expenses (including attorneys’ fees and disbursements)actually incurred by Indemnitee in connection with such adjudication or award in arbitration(including, but not limited to, any appellate proceedings).     Section 12. Other Rights to Indemnification. The indemnification and advancement ofexpenses (including attorneys’ fees) provided by this Agreement shall not be deemed exclusive ofany other rights to which Indemnitee may now or in the future be entitled under any provision
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ofthe by-laws, agreement, provision of the Certificate of Incorporation, as amended, vote ofstockholders or Disinterested Directors, provision of law, or otherwise; provided, however, thatthis Agreement supersedes any other Agreement that has been entered into by the Company with theIndemnitee which has as its principal purpose the indemnification of Indemnitee; provided, further,that this Agreement does not supersede that certain Indemnification Agreement entered into on orabout the date hereof between Indemnitee and Weatherford International Ltd., the ultimate parentcompany of the Company, it being the intention of the parties that Indemnitee shall be entitled tothe indemnification provided under either or both agreements to the fullest extent permitted bylaw.     Section 13. Attorneys’ Fees and Other Expenses To Enforce Agreement. In the event thatIndemnitee is subject to or intervenes in any proceeding in which the validity or enforceability ofthis Agreement is at issue or seeks an adjudication or award in arbitration to enforce Indemnitee’srights under, or to recover damages for breach of, this Agreement, Indemnitee, if Indemniteeprevails in whole or in part in such action, shall be entitled to recover from the Company andshall be indemnified by the Company against, any actual expenses for attorneys’ fees anddisbursements reasonably incurred by Indemnitee, provided that in bringing the advancement action,Indemnitee acted in good faith.     Section 14. Liability Insurance. To the extent the Company maintains an insurancepolicy or policies providing directors’ and officers’ liability insurance, Indemnitee shall becovered by such policy or policies, in accordance with its or their terms, to the maximum extent ofthe coverage available for any Company director or officer.     Section 15. Duration of Agreement. This Agreement shall apply with respect toIndemnitee’s occupation of any of the position(s) described in Sections 3 and 4 of this Agreementprior to the date of this Agreement and with respect to all periods of such service after the dateof this Agreement, even though the Indemnitee may have ceased to occupy such positions(s). ThisAgreement shall be binding upon the Company and its successors and assigns (including anytransferee of all or substantially all of its assets and any successor by merger of operation oflaw) and shall inure to the benefit Indemnitee and Indemnitee’s spouse, assigns, estate, heirs,devises, executors, administrators or other legal representatives. This Agreement supersedes anyprior indemnification arrangement between the Company (or its predecessor) and Indemnitee.     Section 16. Severability. If any provision or provisions of this Agreement shall beheld to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legalityand enforceability of the remaining provisions of this Agreement (including without limitation, allportions of any paragraphs of this Agreement containing any such provision held to be invalid,illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not inany way be affected or impaired thereby; (b) the court holding such provision or provisions to beinvalid, illegal or unenforceable, or any other court of competent jurisdiction, shall be empoweredupon the request of either party hereto to reform such provision or provisions to give effect asnearly as possible to the intent manifested by such provision or provisions to the fullest extentallowed by law, and (c) to the fullest extent possible, the provisions of this Agreement(including, without limitation, all portions of any section of this Agreement containing any suchprovision held to be invalid, illegal orunenforceable, that are not themselves invalid, illegal or
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unenforceable) shall be construed so as to give effect to the intent manifested by the provisionheld invalid, illegal or unenforceable.     Section 17. Identical Counterparts. This Agreement may be executed in one or morecounterparts, each of which shall for all purposes be deemed to be an original but all of whichtogether shall constitute one and the same Agreement. Only one such counterpart signed by the partyagainst whom enforceability is sought needs to be produced to evidence the existence of thisAgreement.     Section 18. Headings. The headings of the sections of this Agreement are inserted forconvenience only and shall not be deemed to constitute part of this Agreement or to affect theconstruction thereof.     Section 19. Definitions. For purposes of this Agreement:          (a) “Disinterested Director” shall mean a director of the Company who is not or was not aparty to the action, suit, investigation or proceeding in respect of which indemnification is beingsought by Indemnitee.          (b) “Independent Counsel” shall mean a law firm or a member of a law firm that neither ispresently nor in the past five years has been retained to represent: (i) the Company or Indemniteein any matter material to either such party, or (ii) any other party to the action, suit,investigation or proceeding giving rise to a claim for indemnification hereunder. Notwithstandingthe foregoing, the term “Independent Counsel” shall not include any Person who, under theapplicable standards of professional conduct then prevailing, would have a conflict of interest inrepresenting either the Company or Indemnitee in an action to determine Indemnitee’s right toindemnification under this Agreement.          (c) “Corporate Status” shall mean the status of an idividual who is or was a director,officer, employee, agent or fiduciary of the Company or any majority-owned subsidiary or of anyother corporation, partnership, limited liability company, joint venture, trust, employee benefitplan or other enterprise that such individual is or was serving at the request of the Company.          (d) “Person” shall mean an individual, corporation, association, trust, limited liabilitycompany, limited partnership, limited liability partnership, partnership, incorporatedorganization, other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Actof 1934).     Section 20. Modification and Waiver. No supplement, modification or amendment of thisAgreement shall be binding unless executed in writing by both of the parties hereto. No waiver ofany of the provisions of this Agreement shall be deemed or shall constitute a waiver of any otherprovisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.     Section 21. Notice by Indemnitee. (a) Indemnitee agrees promptly to notify the Companyin writing upon being served with any summons, citation, subpoena, complaint, indictment,information or other document relating to any matter which may be subject to
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indemnificationcovered hereunder, either civil, criminal, administrative, investigative or otherwise, provided,however, that the failure to so notify the Company will not relieve the Company from any liabilityit may have to Indemnitee except to the extent that such failure materially prejudices theCompany’s ability to defend such claim. With respect to any such action, suit, proceeding, inquiryor investigation as to which Indemnitee notifies the Company of the commencement thereof:     (i) The Company will be entitled to participate therein at its own expense; and     (ii) Except as otherwise provided below, to the extent that it may wish, the Companyjointly with any other indemnifying party similarly notified will be entitled to assume thedefense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from theCompany to Indemnitee of its election so to assume the defense thereof, the Company will notbe liable to Indemnitee under this Agreement for any legal or other expenses subsequentlyincurred by Indemnitee in connection with the defense thereof other than reasonable costs ofinvestigation or as otherwise provided below. Indemniteeshall have the right to employ Indemnitee’s own counsel in such action, suit,proceeding, inquiry or investigation, but the fees and expenses of such counsel incurredafter notice from the Company of its assumption of the defense thereof shall be at theexpense of Indemnitee and not subject to indemnification hereunder unless (x) the employmentof counsel by Indemnitee has been authorized by the Company; (y) in the reasonable opinionof counsel to Indemnitee there is or may be a conflict of interest between the Company andIndemnitee in the conduct of the defense of such action; or (z) the Company shall not infact have employed counsel to assume the defense of such action, in each of which cases thefees and expenses of counsel shall be at the expense of the Company.          (b) Neither the Company nor the Indemnitee shall settle any claim without the prior writtenconsent of the other (which shall not be unreasonably withheld).     Section 22. Notices. All notices, requests, demands and other communications hereundershall be in writing and shall be deemed to have been duly given if (a) delivered by hand andreceipted for by the party to whom said notice or other communication shall have been directed orif (b) mailed by certified or registered mail with postage prepaid, on the third business day afterthe date on which it is so mailed:          (i) If to Indemnitee, to the address set forth below his or her signature.          (ii) If to the Company to:Weatherford International, Inc.