exv10w3






Exhibit 10.3




WEATHERFORD INTERNATIONAL, INC.

EXECUTIVE DEFERRED COMPENSATION

STOCK OWNERSHIP PLAN




(As Amended and Restated

Effective December 31, 2008)




 









 





WEATHERFORD INTERNATIONAL, INC.

EXECUTIVE DEFERRED COMPENSATION

STOCK OWNERSHIP PLAN




(As Amended and Restated

Effective December 31, 2008)




     THIS AGREEMENT by Weatherford International, Inc., a Delaware corporation;



W I T N E S S E T H :




     WHEREAS, Weatherford International, Inc. previously established the Weatherford International,
Inc. Executive Deferred Compensation Stock Ownership Plan (formerly known as the Energy Ventures,
Inc. Executive Deferred Compensation Stock Ownership Plan) (the “Plan") for a select group of
management and highly compensated employees; and



     WHEREAS, pursuant to that certain Weatherford Employee Benefit Agreement dated as of April 21,
2008, among Weatherford International, Inc., Weatherford International Ltd., Grant Prideco, Inc., a
Delaware corporation and National Oilwell Varco, Inc., a Delaware corporation (“NOV”), effective
April 22, 2008, the account of each Plan participant that was credited with units representing
shares of Grant Prideco, Inc. common stock was deemed to be credited with a certain number of units
representing shares of NOV common stock;



     WHEREAS, the Board of Directors of Weatherford International, Inc. has the authority to amend
the Plan from time to time pursuant to Section 9.1 of the Plan;



     WHEREAS, it has been determined that the Plan should be completely amended, restated and
continued without a gap or lapse in coverage, time or effect which would cause any Participant to
become fully vested or entitled to distribution;



 









 





     NOW, THEREFORE, effective as of December 31, 2008, Weatherford International. Inc. agrees that
the Plan is amended and restated in its entirety as follows:




 









 








WEATHERFORD INTERNATIONAL, INC.

EXECUTIVE DEFERRED COMPENSATION

STOCK OWNERSHIP PLAN




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Section	 
	ARTICLE I — DEFINITIONS
	 	 	 	 
	Account
	 	 	1.1	 
	Assets
	 	 	1.2	 
	Basic Benefit
	 	 	1.3	 
	Beneficiary
	 	 	1.4	 
	Board of Directors
	 	 	1.5	 
	Change of Control
	 	 	1.6	 
	Code
	 	 	1.7	 
	Committee
	 	 	1.8	 
	Common Shares
	 	 	1.9	 
	Company
	 	 	1.10	 
	Company Match
	 	 	1.11	 
	Compensation
	 	 	1.12	 
	Corporate Transaction
	 	 	1.13	 
	Deferral
	 	 	1.14	 
	Deferred Compensation Ledger
	 	 	1.15	 
	Disability
	 	 	1.16	 
	Entity
	 	 	1.17	 
	ERISA
	 	 	1.18	 
	Grandfathered Amounts
	 	 	1.19	 
	Grant Merger
	 	 	1.20	 
	Grant Spin-Off
	 	 	1.21	 
	Grant Stock
	 	 	1.22	 
	NOV
	 	 	1.23	 
	NOV Shares
	 	 	1.24	 
	Parent
	 	 	1.25	 
	Parent Board
	 	 	1.26	 
	Participant
	 	 	1.27	 
	Person
	 	 	1.28	 
	Plan
	 	 	1.29	 
	Plan Year
	 	 	1.30	 
	Retirement
	 	 	1.31	 
	Section 409A
	 	 	1.32	 
	Section 409A Amounts
	 	 	1.33	 
	Separation From Service
	 	 	1.34	 
	Specified Employee
	 	 	1.35	 
	Sponsor
	 	 	1.36	 
	Subsidiary
	 	 	1.37	 
	Trustee
	 	 	1.38	 
	Vesting Date
	 	 	1.39	 
	Year of Service
	 	 	1.40	 






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WEATHERFORD INTERNATIONAL, INC.

EXECUTIVE DEFERRED COMPENSATION

STOCK OWNERSHIP PLAN




TABLE OF CONTENTS






	 	 	 	 	 
	 	 	Section	 
	ARTICLE II — ELIGIBILITY
	 	 	 	 
	 
	 	 	 	 
	ARTICLE III — DEFERRALS AND BENEFIT ACCRUALS
	 	 	 	 
	Basic Benefit Accrual
	 	 	3.1	 
	Deferral Election
	 	 	3.2	 
	Company Match Accrual
	 	 	3.3	 
	Reduction of Accruals
	 	 	3.4	 
	 
	 	 	 	 
	ARTICLE IV — ACCOUNT
	 	 	 	 
	Establishing a Participant’s Account
	 	 	4.1	 
	Basic Benefit Account
	 	 	4.2	 
	Deferral Account
	 	 	4.3	 
	Company Match Account
	 	 	4.4	 
	Gauge for Determining Benefits
	 	 	4.5	 
	Adjustments for the Grant Spin-Off and Grant Merger
	 	 	4.6	 
	 
	 	 	 	 
	ARTICLE V — VESTING
	 	 	 	 
	Deferrals
	 	 	5.1	 
	Basic Benefit and Company Match
	 	 	5.2	 
	 
	 	 	 	 
	ARTICLE VI — DISTRIBUTIONS
	 	 	 	 
	Death
	 	 	6.1	 
	Disability
	 	 	6.2	 
	Termination of Employment
	 	 	6.3	 
	Separation From Service
	 	 	6.4	 
	Specified Time
	 	 	6.5	 
	Forfeiture for Cause
	 	 	6.6	 
	Responsibility for Distributions and Withholding of Taxes
	 	 	6.7	 
	Distribution Determination Date
	 	 	6.8	 
	 
	 	 	 	 
	ARTICLE VII — ADMINISTRATION
	 	 	 	 
	Committee Appointment
	 	 	7.1	 
	Committee Organization and Voting
	 	 	7.2	 
	Powers of the Committee
	 	 	7.3	 
	Committee Discretion
	 	 	7.4	 
	Annual Statements
	 	 	7.5	 
	Reimbursement of Expenses
	 	 	7.6	 
	 
	 	 	 	 
	ARTICLE VIII — ADOPTION BY SUBSIDIARIES
	 	 	 	 
	Procedure for and Status After Adoption
	 	 	8.1	 






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WEATHERFORD INTERNATIONAL, INC.

EXECUTIVE DEFERRED COMPENSATION

STOCK OWNERSHIP PLAN




TABLE OF CONTENTS







	 	 	 	 	 
	 	 	Section	 
	Termination of Participation by Adopting Subsidiary
	 	 	8.2	 
	 
	 	 	 	 
	ARTICLE IX — AMENDMENT AND/OR TERMINATION
	 	 	 	 
	Amendment or Termination of the Plan
	 	 	9.1	 
	No Retroactive Effect on Awarded Benefits
	 	 	9.2	 
	Effect of Termination
	 	 	9.3	 
	 
	 	 	 	 
	ARTICLE X — PAYMENT
	 	 	 	 
	Payments Under This Agreement Are the Obligation of the Company
	 	 	10.1	 
	Payments May Be Made to a Rabbi Trust
	 	 	10.2	 
	Participants Must Rely Only on the General Credit of the Company
	 	 	10.3	 
	Plan Unfunded
	 	 	10.4	 
	 
	 	 	 	 
	ARTICLE XI — MISCELLANEOUS
	 	 	 	 
	Limitation of Rights
	 	 	11.1	 
	Distribution to Minor or Incapacitated Person
	 	 	11.2	 
	Nonalienation of Benefits
	 	 	11.3	 
	Reliance Upon Information
	 	 	11.4	 
	Severability
	 	 	11.5	 
	Notice
	 	 	11.6	 
	Gender and Number
	 	 	11.7	 
	Compliance with Section 409A
	 	 	11.8	 
	Freezing of the Plan
	 	 	11.9	 
	Governing Law
	 	 	11.10	 






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ARTICLE I




DEFINITIONS




     1.1 “Account” means all ledger accounts pertaining to a Participant which are maintained by
the Committee to reflect the amount of deferred compensation due the Participant. The Committee
shall establish the following Accounts and any additional Accounts that the Committee considers
necessary:



          (a) Deferral Account — The Participant’s deferral, if any, between one percent and 71/2 percent
of his Compensation.




          (b) Basic Benefit Account — The Company’s accrual of 71/2 percent of Compensation for each
Participant, or such lesser amount as the Committee establishes pursuant to Section 3.4.




          (c) Company Match Account — The Company’s match equal to 100 percent of the Participant’s
Deferral, if any, or such lesser amount as the Committee establishes pursuant to Section 3.4.




     1.2
“Assets” means assets of any kind owned by the Parent, including but not limited to
securities of the Parent’s direct or indirect subsidiaries and the assets of the Parent’s direct or
indirect subsidiaries.



     1.3 “Basic Benefit” means the accrual made by the Company for the benefit of a Participant
equal to 71/2 percent of the Participant’s Compensation, or such lesser amount as the Committee
establishes pursuant to Section 3.4.



     1.4 “Beneficiary” means a person or entity designated by the Participant under the terms of
the Plan to receive any amounts distributed under the Plan upon the death of the Participant.



     1.5 “Board of Directors” means the Board of Directors of the Sponsor.



     1.6 “Change of Control” means the occurrence of any event set forth in any one of the
following paragraphs of this Section 1.5:



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     (i) any Person is or becomes the Beneficial Owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended from time to time (“Exchange Act”)), directly
or indirectly, of 20 percent or more of either (A) the then outstanding Common Shares (the
“Outstanding Parent Common Shares”) or (B) the combined voting power of the then
outstanding voting securities of the Parent entitled to vote generally in the election of
directors (the “Outstanding Parent 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 date hereof, constitute the Parent Board (the
“Incumbent Board”) cease for any reason to constitute at least two-thirds of the Parent
Board; provided, however, that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the Parent’s shareholders, was
approved by a vote of at least two-thirds 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 Parent Board; or




     (iii) the consummation of a reorganization, merger, amalgamation, scheme of
arrangement, exchange offer, consolidation or similar transaction of the Parent or any of
its subsidiaries or the sale, transfer or other disposition of all or substantially all of
the Assets (a “Corporate Transaction”), unless, following such Corporate Transaction or
series of related Corporate Transactions, as the case may be, (A) all of the individuals



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and Entities who were the beneficial owners, respectively, of the Outstanding Parent Common
Shares and Outstanding Parent Voting Securities immediately prior to such Corporate
Transaction beneficially own, directly or indirectly, more than 66 2/3 percent of,
respectively, the then outstanding common shares and the combined voting power of the then
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 which as a result of such transaction
owns the Parent or all or substantially all of the Assets either directly or through one or
more subsidiaries or Entities) in substantially the same proportions as their ownership,
immediately prior to such Corporate Transaction, of the Outstanding Parent Common Shares
and the Outstanding Parent Voting Securities, as the case may be, (B) no Person (excluding
any Entity resulting from such Corporate Transaction or any employee benefit plan (or
related trust) of the Parent or such Entity resulting from such Corporate Transaction)
beneficially owns, directly or indirectly, 20 percent 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
two-thirds 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




     (iv) Approval or adoption by the Parent Board or the shareholders of the Parent of a
plan or proposal which could result directly or indirectly in the liquidation,



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transfer, sale or other disposal of all or substantially all of the Assets or the
dissolution of the Parent.



     1.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time.



     1.8 “Committee” means the persons who are from time to time serving as members of the
committee administering the Plan.



     1.9 “Common Shares” means the common shares, U.S. $1.00 par value, of the Parent.




     1.10 “Company” means the Sponsor and any Subsidiary that adopts the Plan.



     1.11 “Company Match” means the 100 percent match which the Company accrues with respect to the
amount deferred during a Plan Year by a Participant under the Plan, or such lesser amount as the
Committee establishes pursuant to Section 3.4.



     1.12 “Compensation” means any remuneration paid (including by way of grant) to a Participant
by the Company during the portion of the Plan Year in which he is eligible to participate in the
Plan, or that would have been paid (including by way of grant) to a Participant during such portion
of the Plan Year by the Company but for the Participant’s election to make a Deferral under the
Plan or his deferrals under a cash or deferred arrangement described in section 401(k) of the Code
or a cafeteria plan described in section 125 of the Code, including and limited to regular base
pay, merit and incentive bonuses (other than bonuses paid by the Company with respect to services
for a predecessor employer that has not adopted the Plan or with respect to services performed by
the Participant prior to his employment by the Company, as determined by the Committee in its sole
discretion), commissions, short-term disability pay, vacation pay paid while the Participant is
employed by the Company, vacation pay paid upon a Participant’s termination of employment, and
retention bonuses. Compensation does not include sign-on



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bonuses, foreign service premiums or bonuses, position allowances, location coefficient
payments, housing allowances, car allowances, goods and services allowances, tax gross-up payments,
hypothetical tax payments, expense reimbursements, travel allowances or bonuses, cash and non-cash
fringe benefits, severance pay, relocation allowances or expense reimbursements, deferred
compensation (such as income as a result of the exercise of a stock option or stock appreciation
right), or benefits under any pension plan or welfare plan as defined in ERISA (whether or not
paid under a program that is subject to regulation under ERISA).



     1.13 “Corporate Transaction” has the meaning given to such term in Section 1.6.



     1.14 “Deferral” means the amount of Compensation deferred under a deferral election made by a
Participant under Section 3.2.



     1.15 “Deferred Compensation Ledger” means the ledger maintained by the Committee for each
Participant which reflects the amount of Compensation deferred by the Participant under the Plan,
the Company Basic Benefit and the Company Match provided under the Plan, and the amount of earnings
and losses credited on each of these amounts.



     1.16 “Disability” means a physical or mental condition that prevents the Participant from
earning a reasonable livelihood with any Company and which was not the result of having engaged in
a felonious criminal enterprise, alcoholism, addiction to narcotics or service in the U.S. Armed
Forces. The Committee’s determination of a Participant’s Disability shall be in its sole
discretion and shall be final. However, in the case of Section 409A Amounts, a Participant shall
not be treated as having a Disability unless, in addition to the foregoing requirements, either (a)
the Participant is unable to engage in any substantial gainful activity by reason of a medically
determinable physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (b) the Participant has a



I-5









 







medically determinable physical or mental impairment that can be expected to result in death
or can be expected to last for a continuous period of not less than 12 months and for which the
Participant has received income replacement benefits for a period of at least three months under an
accident or health plan covering employees of the Company.



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



     1.18 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     1.19 “Grandfathered Amounts” means amounts credited under the Plan that were earned and vested
as of December 31, 2004 within the meaning of Section 409A, and earnings and losses thereon.



     1.20 “Grant Merger” means the merger of Grant Prideco, Inc. into NOV Sub, Inc. pursuant to the
Agreement and Plan of Merger by and among National Oilwell Varco, Inc., NOV Sub, Inc. and Grant
Prideco, Inc. dated as of December 16, 2007.



     1.21 “Grant Spin-Off” means the distribution by the Sponsor to its stockholders of all the
outstanding shares of stock of Grant Prideco, Inc.



     1.22 “Grant Stock” means the common stock, U.S. $.01 par value, of Grant Prideco, Inc.




     1.23 “NOV” means National Oilwell Varco, Inc., a Delaware corporation.



     1.24 “NOV Shares” means the shares of common stock of NOV, which, for accounting purposes
only, are to be considered credited to a Participant’s NOV Share Account. At no time shall NOV
Shares be considered as actual shares of common stock of NOV and a Participant shall have no rights
as a stockholder with respect to the NOV Shares.



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     1.25 “Parent” means Weatherford International Ltd., a Bermuda exempted company, or any
successor to Weatherford International Ltd., including but not limited to any Entity into which
Weatherford International Ltd. is merged, consolidated or amalgamated or any Entity otherwise
resulting from a Corporate Transaction.



     1.26 “Parent Board” means the Board of Directors of the Parent.



     1.27 “Participant” means an employee of a Company who is eligible for and is participating in
the Plan.



     1.28 “Person” has the meaning given such term in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i)
the Parent or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under
an employee benefit plan of the Parent or any of its Affiliates (as defined in Rule 12b-2
promulgated under Section 12 of the Exchange Act), (iii) an underwriter temporarily holding
securities pursuant to an offering by the Parent of such securities, or (iv) a corporation or other
entity owned, directly or indirectly, by the shareholders of the Parent in the same proportions as
their ownership of the Common Shares.



     1.29 “Plan” means the Weatherford International, Inc. Executive Deferred Compensation Stock
Ownership Plan set out in this document, as amended from time to time.



     1.30 “Plan Year” means a one-year period which coincides with the calendar year.



     1.31 “Retirement” means the retirement of a Participant from any Company covered by the Plan
on or after attaining age 60 under its retirement policy.



     1.32 “Section 409A” means section 409A of the Code and the Department of Treasury rules and
regulations issued thereunder.



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     1.33 “Section 409A Amounts” means all amounts credited under the Plan other than Grandfathered
Amounts.



     1.34 “Separation From Service” has the meaning ascribed to that term in Section 409A.




     1.35 “Specified Employee” has the meaning ascribed to that term in Section 409A.



     1.36 “Sponsor” means Weatherford International, Inc., the sponsor of the Plan, or any
successor to Weatherford International, Inc., including but not limited to any Entity into which
Weatherford International, Inc. is merged, consolidated or amalgamated, or any Entity otherwise
resulting from a Corporate Transaction.



     1.37 “Subsidiary” means any majority-owned subsidiary of the Parent or any majority-owned
subsidiary thereof, or any other Entity in which the Parent owns, directly or indirectly, a
significant financial interest provided that the Chief Executive Officer of the Parent designates
such Entity to be a Subsidiary for purposes of this Plan.



     1.38 “Trustee” means collectively or individually one or more corporations with trust powers
which have been appointed by the Sponsor and have accepted the duties of trustee of the Weatherford
International, Inc. Executive Deferred Compensation Stock Ownership Trust, and all successors
appointed by the Sponsor.



     1.39 “Vesting Date” means September 30 (December 31 in the case of Plan Years commencing on or
before January 1, 2000) of each Plan Year.



     1.40 “Year of Service” means, except as specified below, 365 days of employment with the
Sponsor or a Subsidiary while a Participant. Notwithstanding the foregoing to the contrary, (i) a
Participant who in his initial year of participation in the Plan has not completed a full Year of
Service on the Vesting Date coincident with or next following his entry into the Plan



I-8









 







and who is employed by the Sponsor or a Subsidiary on such Vesting Date, shall be credited
with the number of days of service as is necessary to provide him with a full Year of Service on
such Vesting Date and (ii) a person (other than a Participant in his initial Year of Service) who
(a) is a Participant in the Plan as of the September 30, 2001 Vesting Date, (b) would have
completed 365 days of employment with the Sponsor or a Subsidiary during the 2001 Plan Year between
October 1, 2001 and December 31, 2001 and (c) is employed by the Sponsor or a Subsidiary on such
Vesting Date shall be credited with the number of days of service as is necessary to provide him
with a full Year of Service on such Vesting Date. Any employment with Grant Prideco, Inc. or its
affiliates before April 15, 2005, shall be treated as employment with the Sponsor. Years of
service under the Weatherford International, Inc. Foreign Executive Deferred Compensation Stock
Plan shall be treated as Years of Service.



I-9









 





ARTICLE II




ELIGIBILITY




     The employees eligible to participate in the Plan include the key employees of the Sponsor and
each Subsidiary, who are in a select group of management or are highly compensated employees, as
determined by the Committee from time to time. The Committee shall notify each Participant of his
eligibility to participate in the Plan. Except as specified below, each Participant in the Plan
during a Plan Year shall continue to participate in the Plan unless the Committee shall have
notified the Participant prior to the beginning of the next Plan Year that he will not participate
in the Plan for that Plan Year. The Committee may at any time during a Plan Year notify a
Participant that he shall not participate in the Plan after the expiration of such Plan Year. A
former Participant who has been notified that he will no longer participate in the Plan, but who
remains in the employ of the Company, shall retain the balance in his Accounts under the terms of
the Plan, but no additional amounts shall be credited to his Accounts during the period in which he
is not an eligible Participant in the Plan.



II-1









 





ARTICLE III




DEFERRALS AND BENEFIT ACCRUALS




     3.1 Basic Benefit Accrual. Subject to Section 3.4, the Company shall accrue an amount for the
benefit of each Participant equal to 71/2 percent of the Participant’s Compensation for the Plan
Year.



     3.2 Deferral Election. A Participant may elect, within 30 days of notification that he is
first eligible to participate in the Plan, and thereafter not later than December 1 preceding the
next Plan Year, the percentage, if any, of his Compensation that is to be deferred under the Plan.
A Participant may defer a minimum of one percent but not more than 71/2 percent (in 1/2 percent
increments) of his Compensation for the Plan Year. A Participant may only defer Compensation that
has not yet been paid to him. Prior to the election period the Committee shall notify all eligible
Participants of their right to make a deferral election. Once an election has been made as to the
percentage to be deferred, it becomes irrevocable for the Plan Year. The election to defer a
percentage of Compensation shall be effective only upon the timely receipt by the Committee of the
Participant’s percentage deferral election on such form as will be determined by the Committee from
time to time. If a timely election form is not received, the Participant shall be deemed to have
elected not to defer any part of his Compensation for that Plan Year. Except with respect to the
election by a newly eligible Participant as described above, if the Committee fails to receive a
properly filed election form on or prior to December 1 of the year immediately preceding the Plan
Year to which the election applies, revoking or modifying a prior election, the prior election
shall remain in effect. An election to defer for one Plan Year shall remain effective for
subsequent Plan Years until modified or revoked in accordance with this Section 3.2.



III-1









 





     3.3 Company Match Accrual. Subject to Section 3.4, the Company shall award each Participant
who elects to defer a portion of his Compensation under the Plan with an amount equal to 100
percent of the amount that is deferred by him.



     3.4 Reduction of Accruals. The Committee may reduce the percentage of the Basic Benefit
accrual and/or the Company Match accrual upon written notice to a Participant. Such reduction
shall apply only as to Plan Years following such notice, or in the case of a new Participant,
beginning on the date that the Participant first receives credit under Section 3.1, 3.2 or 3.3.



III-2









 





ARTICLE IV




ACCOUNT




     4.1 Establishing a Participant’s Account. The Committee shall establish an Account for each
Participant in a special Deferred Compensation Ledger which shall be maintained by the Company.
The Account shall reflect the amount of the Company’s obligation to the Participant at any given
time.



     4.2 Basic Benefit Account. The Basic Benefit shall be credited to each Participant’s Basic
Benefit Account as of the last day of each month of each Plan Year for the accrual attributable to
Compensation paid during that month.



     4.3 Deferral Account. The amount deferred by a Participant, if any, shall be credited to each
Participant’s Deferral Account as of the last day of each month in which the Participant would have
received the amount deferred but for his election to defer.



     4.4 Company Match Account. The Company Match shall be credited to each Participant’s Company
Match Account coincident with the allocation of the Participant’s Deferral to the Participant’s
Deferral Account.



     4.5 Gauge for Determining Benefits. Except as specified in Section 4.6, the Basic Benefit,
Deferral and Company Match described in Sections 4.2, 4.3 and 4.4, shall be deemed to be credited
in non-monetary units equal to the number of whole Common Shares that could have been purchased at
a price equal to the average closing sale price of a Common Share during the calendar month for
which the credit is made as reported by the principal national securities exchange on which the
Common Shares are then listed, if the Common Shares are listed on a national securities exchange,
or the average of the bid and asked price of a Common Share during such month as reported in the
National Association of Securities Dealers Automated Quotation National Market System (or successor
system) listing if the Common Shares are not



IV-1









 







then listed on a national securities exchange, provided that if no such closing price or
quotes are so reported during that month or if, in the discretion of the Committee, another means
of determining the fair market value of the Common Shares for such month shall be necessary and
advisable, the Committee may provide for another means of determining such value, and in monetary
units for any amount that is less than the value of a whole share. Any monetary unit credited to
an Account will be added to the next such amount credited to the Account and converted into a
non-monetary unit as quickly as possible. The value of each unit credited to an Account and
therefore the ultimate value of the deferred compensation payable to each Participant will increase
or decrease in proportion to the change in the value of a Common Share between the date of the
initial crediting of a unit and the date that the unit is valued for distribution under Article VI
of the Plan.



     4.6 Adjustments for the Grant Spin-Off and Grant Merger. Following the Grant Spin-Off, each
Participant’s Account was deemed credited with one non-monetary unit equal to one share of Grant
Stock for every one non-monetary unit equal to one share of common stock of the Sponsor that was
deemed to be credited to his Account as of the date of the Grant Spin-Off or subsequently credited
to his Account for Compensation earned through the date of the Grant Spin-Off. Effective April
22, 2008, units equal to shares of Grant Stock deemed credited to Participants’ Accounts were
converted into a certain number of units equal to NOV Shares. Upon the Grant Merger, the Committee
credited to a Participant’s Account non-monetary units equal to NOV Shares in an amount equal to
the number of units representing shares of Grant Stock credited to the Participant’s Account
multiplied by .781546.



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ARTICLE V




VESTING




     5.1 Deferrals. A Participant shall have a 100 percent nonforfeitable interest in his
Deferrals under the Plan at all times. A Participant will also have a 100 percent nonforfeitable
interest in any increase or decrease in the Deferral as a result of the change in the value of the
non-monetary units after his Deferral has been initially credited.



     5.2 Basic Benefit and Company Match. Upon his Retirement, death or Disability, a Participant
will have a 100 percent nonforfeitable interest in the Basic Benefit and Company Match credited to
his Account together with any increase or decrease in the accruals as a result of the change in the
value of the non-monetary units after they have been initially credited, except for the events of
forfeiture described in Section 6.6. In addition, a Participant’s interest in the Basic Benefit
and Company Match credited to his Account together with any increase or decrease in the accruals as
a result of the change in the value of the non-monetary units after they have been initially
credited shall vest on the Vesting Date at the rate set out in the vesting schedule below, subject
to earlier vesting upon the occurrence of a Change of Control as provided in this Section 5.2, or
upon termination of the Plan as provided in Section 9.3, or pursuant to Section 11.9, except for
events of forfeiture described in Section 6.6.



	 	 	 	 	 
	Completed Years of Service	 	 
	   As of the Vesting Date 	 	Percentage Vested
	Less than one year
	 	 	0	 
	One but less than two
	 	 	20	 
	Two but less than three
	 	 	40	 
	Three but less than four
	 	 	60	 
	Four but less than five
	 	 	80	 
	Five or more
	 	 	100	 






V-1









 






     Upon the occurrence of a Change of Control, the Basic Benefit and Company Match credited to a
Participant’s Account together with any increase or decrease in the accruals as a result of the
rise in the value of the non-monetary units after they have been initially credited will, to the
extent not previously vested, be fully and immediately 100% vested.



V-2









 





ARTICLE VI




DISTRIBUTIONS




     6.1 Death. Upon the death of a Participant, the Participant’s Beneficiary or Beneficiaries
shall receive the value of the amounts credited to the Participant’s Accounts in the Deferred
Compensation Ledger determined under Section 6.8, and the distribution shall be made in Common
Shares. Notwithstanding the foregoing, to the extent that NOV Shares were deemed credited to the
Participant’s Account in connection with the Grant Merger, the Committee may cause NOV Shares to be
distributed to his Beneficiary or Beneficiaries. The distribution shall be made within 30 days
after the Participant’s death.



     Each Participant, upon notification of his participation in the Plan, shall file with the
Committee a designation of one or more Beneficiaries to whom distributions otherwise due the
Participant shall be made in the event of his death prior to the distribution of the amount
credited to his Accounts in the Deferred Compensation Ledger. The designation will be effective
upon receipt by the Committee of a properly executed form which the Committee has approved for that
purpose. The Participant may from time to time revoke or change any designation of Beneficiary by
filing another approved Beneficiary designation form with the Committee. If there is no valid
designation of Beneficiary on file with the Committee at the time of the Participant’s death, or if
all of the Beneficiaries designated in the last Beneficiary designation have predeceased the
Participant or otherwise ceased to exist, the Beneficiary will be the Participant’s spouse, if the
spouse survives the Participant, or otherwise the Participant’s estate. Any Beneficiary
designation that designates any person or entity other than the Participant’s spouse must be
consented to in writing by the spouse in a form acceptable to the Committee in order to be
effective.



VI-1









 





     6.2 Disability. Upon the Disability of a Participant while the Participant is employed by the
Company, the Participant shall receive the value of the amounts credited to the Participant’s
Accounts in the Deferred Compensation Ledger determined under Section 6.8, and the distribution
shall be made in Common Shares. Notwithstanding the foregoing, to the extent that units
representing NOV Shares were deemed credited to the Participant’s Account in connection with the
Grant Merger, the Committee may cause NOV Shares to be distributed to him. The distribution shall
be made within 30 days after the Participant incurs a Disability.



     6.3 Termination of Employment. Within 30 days of the termination a Participant’s employment
with the Company for any reason other than his death or his Disability, the Participant shall
receive the value of the Grandfathered Amounts credited to his Accounts in the Deferred
Compensation Ledger determined under Section 6.8. The distribution shall be made in Common Shares.
Notwithstanding the foregoing, to the extent that units representing NOV Shares were deemed
credited to the Participant’s Account in connection with the Grant Merger, the Committee may cause
NOV Shares to be distributed to him.



     6.4 Separation From Service. In addition to any amounts payable under Section 6.3, in the
event of the termination of a Participants employment with the Company (for any reason other than
death or Disability), he shall be entitled to receive the vested portion of the Section 409A
Amounts credited to his Accounts in the Deferred Compensation Ledger. The distribution of such
Section 409A Amounts shall be made within 30 days after the Participant’s Separation From Service
if the Participant is not a Specified Employee or on the date that is six months following his
Separation From Service is he is a Specified Employee. Any distribution under this Section 6.4
shall be made in Common Shares. Notwithstanding the foregoing, to the extent that units
representing NOV Shares were deemed credited to the Participant’s Account in



VI-2









 







connection with the Grant Merger, the Committee may cause NOV Shares to be distributed to him.
Any Section 409A Amounts credited to a Participant’s Accounts that are not vested at the time of
the Participant’s Separation From Service shall be forfeited.



     6.5 Specified Time. Notwithstanding any other provision of the Plan, if the death of the
Participant, the Disability of the Participant, the termination of employment of the Participant,
or the Separation From Service of the Participant, as applicable, does not occur before January 1,
2017, the amounts (including shares) then deemed credited to the Participant’s Accounts in the
Deferred Compensation Ledger determined under Section 6.8 shall be distributed to the Participant
on January 1, 2017 in Common Shares. Notwithstanding the foregoing, to the extent that units
representing NOV Shares were deemed credited to the Participant’s Account in connection with the
Grant Merger, the Committee may cause NOV Shares to the distributed to him.



     6.6 Forfeiture for Cause. If the Committee finds, after full consideration of the facts
presented on behalf of both the Company and a former Participant, that the Participant was
discharged by the Company for fraud, embezzlement, theft, commission of a felony, proven dishonesty
in the course of his employment by the Company which damaged the Company, or for disclosing trade
secrets of the Company, the entire amount credited to his Basic Benefit Account and Company Match
Account in the Deferred Compensation Ledger shall be forfeited even though it may have been
previously vested. The decision of the Committee as to the cause of a former Participant’s
discharge and the damage done to the Company shall be final. No decision of the Committee shall
affect the finality of the discharge of the Participant by the Company in any manner.



VI-3









 





     6.7 Responsibility for Distributions and Withholding of Taxes. The Committee shall furnish
information to the Company last employing the Participant concerning the amount and form of
distribution to any Participant entitled to a distribution so that the Company may make or cause
the rabbi trust to make the distribution required. It will also calculate the deductions from the
amount of the benefit paid under the Plan for any taxes required to be withheld by federal, state
or local government and will cause them to be withheld and paid to the appropriate authority. If a
Participant earns deferred compensation under the Plan while in the service of more than one
Company, each Company for which the Participant worked shall pay the amount attributable to the
period the Participant was in the service of that Company, except to the extent the Company paid an
amount to the Trust which was paid the Participant.



     6.8 Distribution Determination Date. For purposes of all distributions described in this
Article VI, the determination date shall be the date of the actual distribution to the Participant
or his Beneficiary, and the number of shares issued shall be equal to the vested non-monetary units
credited to the Participant’s Accounts.



VI-4









 





ARTICLE VII




ADMINISTRATION




     7.1 Committee Appointment. The Committee consisting of not less than two persons shall be
appointed by the Board of Directors. Each Committee member shall serve until his or her
resignation or removal. The Board of Directors shall have the sole discretion to remove any one or
more Committee members and appoint one or more replacement or additional Committee members from
time to time.



     7.2 Committee Organization and Voting. The Committee shall select from among its members a
chairman who shall preside at all of its meetings and shall elect a secretary without regard to
whether that person is a member of the Committee. The secretary shall keep all records, documents
and data pertaining to the Committee’s supervision and administration of the Plan. A majority of
the members of the Committee shall constitute a quorum for the transaction of business and the vote
of a majority of the members present at any meeting shall decide any question brought before the
meeting. In addition, the Committee may decide any question by a vote, taken without a meeting, of
a majority of its members. A member of the Committee who is also a Participant shall not vote or
act on any matter relating solely to himself.



     7.3 Powers of the Committee. The Committee shall have the exclusive responsibility for the
general administration of the Plan according to the terms and provisions of the Plan and shall have
all powers necessary to accomplish those purposes, including but not by way of limitation the
right, power and authority:



          (a) to make rules and regulations for the administration of the Plan;




          (b) to construe or interpret all terms, provisions, conditions and limitations of the Plan;





VII-1









 








          (c) to correct any defect, supply any omission or reconcile any inconsistency that may appear
in the Plan in the manner and to the extent it deems expedient to carry the Plan into effect;




          (d) to designate the persons eligible to become Participants;




          (e) to determine all controversies relating to the administration of the Plan, including but
not limited to:




               (1) differences of opinion arising between the Company and a Participant; and



               (2) any question it deems advisable to determine in order to promote the uniform
administration of the Plan for the benefit of all parties at interest; and



          (f) to delegate by written notice those clerical and recordation duties of the Committee, as
it deems necessary or advisable for the proper and efficient administration of the Plan.




     7.4 Committee Discretion. The Committee in exercising any power or authority granted under
the Plan or in making any determination under the Plan shall perform or refrain from performing
those acts using its sole discretion and judgment. Any decision made by the Committee or any
refraining to act or any act taken by the Committee in good faith shall be final and binding on all
parties and shall not be subject to de novo review.



     7.5 Annual Statements. The Committee shall cause each Participant to receive an annual
statement as soon as administratively feasible after the conclusion of each Plan Year containing a
statement of the Participant’s Accounts in the Deferred Compensation Ledger through the end of that
Plan Year. The statement shall include a report of the Basic Benefit, the Participant Deferral and
Company Match, if any, and the number of units credited to the Accounts for that Plan Year.



     7.6 Reimbursement of Expenses. The Committee shall serve without compensation for its
services but shall be reimbursed by the Sponsor for all expenses properly and actually incurred in
the performance of its duties under the Plan.



VII-2









 





ARTICLE VIII




ADOPTION BY SUBSIDIARIES




     8.1 Procedure for and Status After Adoption. Any Subsidiary may, with the approval of the
Committee, adopt the Plan by appropriate action of its board of directors. The terms of the Plan
will apply separately to each Subsidiary adopting the Plan and its Participants in the same manner
as is expressly provided for the Sponsor and its Participants except that the powers of the Board
of Directors and the Committee under the Plan shall be exercised by the Board of Directors alone.
The Sponsor and each Subsidiary that adopts the Plan shall bear the cost of providing plan benefits
for its own Participants. It is intended that the obligation of the Sponsor and each Subsidiary
with respect to its Participants shall be the sole obligation of the Company that is employing the
Participant and shall not bind any other Company.



     8.2 Termination of Participation By Adopting Subsidiary. Any Subsidiary that adopts the Plan
may, by appropriate action of its board of directors, terminate its participation in the Plan. The
Committee may, in its discretion, also terminate a Subsidiary’s participation in the Plan at any
time. The termination of the participation in the Plan by a Subsidiary shall not, however, affect
the rights of any Participant who is working or has worked for the Subsidiary as to amounts and/or
units previously standing to his credit in his Accounts in the Deferred Compensation Ledger.




VIII-1









 








ARTICLE IX




AMENDMENT AND/OR TERMINATION




     9.1 Amendment or Termination of the Plan. The Board of Directors may amend or terminate the
Plan at any time by an instrument in writing without the consent of any adopting Company or any
Participant.



     9.2 No Retroactive Effect on Awarded Benefits. No amendment shall affect the rights of any
Participant to the amounts and/or units then standing to his credit in his Accounts in the Deferred
Compensation Ledger. However, the Board of Directors shall retain the right to change at any time
and in any manner the method of calculating all Basic Benefits to be accrued in the future, the
vesting schedules, all amounts deferred by a Participant and all amounts matched by the Company and
the gauge to be used to determine future increases or decreases in amounts accrued or deferred
after the date of the amendment, if it has been announced to the Participants.



     9.3 Effect of Termination. If the Plan is terminated, all amounts of Basic Benefits accrued
by the Company, deferred by Participants and matched by the Company and credited to a Participant’s
Accounts shall immediately vest as if the Participant were entitled to and did retire on the date
the Plan terminated. Distribution of Grandfathered Amounts would then commence in accordance with
Section 6.3. However, the forfeiture provisions of Section 6.6 would continue to apply until the
actual date of distribution. Distribution of Section 409A Amounts shall not be accelerated
pursuant to the termination of the Plan.




IX-1









 








ARTICLE X




PAYMENT




     10.1 Payments Under This Agreement Are the Obligation of the Company. The Company shall be
liable for all benefits due the Participants under the Plan.



     10.2 Payments May Be Made to a Rabbi Trust. It is specifically recognized by both the Company
and the Participants that under all circumstances, the rights of the Participants to the assets
held in the trust, if any, shall be no greater than the rights expressed in this agreement.
Nothing contained in the trust agreement which creates the trust shall constitute a guarantee by
any Company or the Parent that the amounts transferred by such Company to the trust shall be
sufficient to pay any benefits under the Plan or would place the Participant in a secured position
ahead of judgment and/or general creditors should the Company or the Parent become insolvent or
bankrupt. Any trust agreement prepared under the Plan must specifically set out these principles
so it is clear in that trust agreement that the Participants in the Plan are only unsecured general
creditors of the Company and the Parent in relation to their benefits under the Plan.



     10.3 Participants Must Rely Only on the General Credit of the Company. It is also
specifically recognized by both the Company and the Participants that the Plan is only a general
corporate commitment and that each Participant must rely upon the general credit of the Company and
the Parent for the fulfillment of its obligations under the Plan. Under all circumstances the
rights of Participants to any asset held by the Company or the Parent shall be no greater than the
rights expressed in the Plan. Nothing contained in the Plan shall constitute a guarantee by the
Company or the Parent that the assets of the Company or the Parent will be sufficient to pay any
benefits under the Plan or would place the Participant in a secured position ahead of general
creditors and judgment creditors of the Company or the Parent. Although the Company has
established or become a signatory to a rabbi trust to accumulate assets to fulfill its



X-1









 







obligations under the Plan, the maintenance of the Plan and the rabbi trust shall not create
any lien, claim, encumbrance, right, title or other interest of any kind in any Participant in any
asset held by the Company or the Parent, contributed to any trust created, or otherwise be
designated to be used for payment of any of its obligations created in this agreement. No specific
assets of the Company or the Parent have been or will be set aside, or will be transferred to the
trust or will be pledged for the performance of the Company’s and the Parent’s obligations under
the Plan which would remove those assets from being subject to the general creditors and judgment
creditors of the Company or the Parent.



     10.4 Plan Unfunded. It is intended that the Plan shall be unfunded for tax purposes and for
purposes of Title I of ERISA.




X-2









 








ARTICLE XI




MISCELLANEOUS




     11.1 Limitation of Rights. Nothing in the Plan will be construed:



          (a) to give any employee of any Company any right to be designated a Participant in the Plan;




          (b) to give a Participant any right with respect to the Basic Benefit accrued, the Deferral,
or the Company Match accrued except in accordance with the terms of the Plan;




          (c) to limit in any way the right of the Company to terminate a Participant’s employment with
the Company at any time;




          (d) to evidence any agreement or understanding, expressed or implied, that the Company will
employ a Participant in any particular position or for any particular remuneration; or




          (e) to give a Participant or any other person claiming through him any interest or right under
the Plan other than that of any unsecured general creditor of the Company.




     11.2 Distribution to Minor or Incapacitated Person. If the Committee determines that any
person to whom a payment is due is a minor or unable to care for his affairs because of physical or
mental disability, it shall have the authority to cause his payments under the Plan to be made to
his parent, legal guardian, spouse, brother, sister or other person whom the Committee determines.
The Committee shall not be responsible to oversee the application of those payments. Payments made
pursuant to this power shall be a complete discharge of all liability under the Plan and the
obligations of the Company and the Committee.



     11.3 Nonalienation of Benefits. No right or benefit provided in the Plan shall be
transferable by the Participant except, upon his death, to a named Beneficiary as provided in the
Plan. No right or benefit under the Plan shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,
pledge, encumber, or charge the same shall be void. No right or benefit under the Plan shall in



 









 







any manner be liable for or subject to any debts, contracts, liabilities or torts of the
person entitled to such benefits.



     11.4 Reliance Upon Information. The Committee shall not be liable for any decision or action
taken in good faith in connection with the administration of the Plan. Without limiting the
generality of the foregoing, any decision or action taken by the Committee when it relies upon
information supplied it by any officer of the Company, the Company’s legal counsel, the Company’s
independent accountants or other advisors in connection with the administration of the Plan shall
be deemed to have been taken in good faith.



     11.5 Severability. If any term, provision, covenant or condition of the Plan is held to be
invalid, void or otherwise unenforceable, the rest of the Plan shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.



     11.6 Notice. Any notice or filing required or permitted to be given to the Committee or a
Participant shall be sufficient if in writing and hand delivered or sent by U.S. mail to the
principal office of the Company or to the residential mailing address of the Participant. Notice
shall be deemed to be given as of the date of hand delivery or if delivery is by mail, as of the
date shown on the postmark.



     11.7 Gender and Number. If the context requires it, words of one gender when used in the Plan
will include the other genders, and words used in the singular or plural will include the other.



     11.8 Compliance with Section 409A. Except with respect to Grandfathered Amounts, the Plan
shall be operated in compliance with Section 409A and the provisions of the Plan shall be construed
in accordance with Section 409A. Except with respect to Grandfathered Amounts,



 









 







the terms of this Agreement reflect the manner in which the Plan has been operated in good
faith compliance with Section 409A since January 1, 2005.



     11.9 Freezing of the Plan. Notwithstanding any other provisions of the Plan to the contrary,
effective as of December 31, 2008, no further individuals shall become Participants in the Plan,
and there shall be no further benefit accruals or deferral of Compensation under the Plan after
December 31, 2008, unless and until the Board of Directors determines otherwise and any election to
defer such Compensation made prior to such date shall have no effect following such date. Further,
as of December 31, 2008, each Participant shall have a fully nonforfeitable and vested interest in
all amounts attributable to the Basic Benefit and Company Match credited to his Account as of
December 31, 2008.



     11.10 Governing Law. The Plan will be construed, administered and governed in all respects by
the laws of the State of Texas.



 









 





     IN WITNESS WHEREOF, the Sponsor has caused this Agreement to be executed on the 31st day of
December, 2008.



	 	 	 	 	 	 	 
	 	 	WEATHERFORD INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bernard J. Duroc-Danner	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:
	 	President