exv10w2






EXHIBIT 10.2



SECOND AMENDMENT

TO

AMENDED AND RESTATED EXECUTIVE AGREEMENT BETWEEN

NATIONAL OILWELL VARCO L.P., NATIONAL OILWELL VARCO, INC. AND

CLAY C. WILLIAMS




          This Second Amendment To Amended and Restated Executive Agreement (this “Second
Amendment”) between Varco International, Inc., a Delaware corporation, and its subsidiaries and
Clay C. Williams (the “Executive”) is executed by National Oilwell Varco, Inc. (“NOI”), National
Oilwell Varco L.P. (“NOV”) and Executive on December 22, 2008, but is effective as set forth
herein.




W I T N E S S E T H:




          Whereas, the Executive previously entered into a certain Amended and Restated
Executive Agreement with Varco International Inc. and its subsidiaries dated as of December 19,
2003, as amended as of March 10, 2005 (the “Amended and Restated Agreement”);




          Whereas, National-Oilwell, Inc. and Varco International, Inc. were merged with and
into the other on March 11, 2005 (the “Varco Merger”), and the surviving entity was named “National
Oilwell Varco, Inc.”;




          Whereas, in connection with the Varco Merger, Executive’s employment was transferred
to NOV, a subsidiary of NOI;




          Whereas, the Amended and Restated Agreement must be amended on or before December 31,
2008 to comply with new Section 409A of the Internal Revenue Code of 1986, as amended by the
America Jobs Protection Act of 2004;




          Whereas, NOI and the Executive desire to amend the Amended and Restated Agreement to
comply with new Section 409A and effect certain other changes as hereinafter provided; and




          Whereas, NOI, NOV and the Executive desire that NOV become a party to the agreement;




          Now, Therefore, in consideration of the premises and the mutual covenants and
agreements herein contained, the parties hereto agree as follows:





	1.	 	Except as provided below, the reference in the first paragraph of the Amended and Restated
Agreement to “Varco International Inc., a Delaware corporation and its subsidiaries
(collectively “Varco” or the “Company”)” shall be deleted and a reference to “National Oilwell
Varco, Inc., a Delaware corporation (“NOI”)” shall be substituted in lieu of the original
reference, and each reference to “Varco” in the Amended and Restated Agreement shall be
deleted and a reference to “NOI” shall be substituted in lieu of each such reference.




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	 	(a)	 	A new sentence shall be added immediately at the end of the first paragraph of
the Amended and Restated Agreement to provide as follows:
	 
	 	 	 	As used in this Agreement, (i) the term “the Company” shall mean NOI and its
subsidiaries, collectively, and (ii) the term “NOV” shall mean National Oilwell
Varco L.P., a Delaware limited partnership.
	 
	 	(b)	 	The third sentence of the first recital in the Amended and Restated Agreement
shall be deleted in its entirety.
	 
	 	(c)	 	Except for the reference to “Varco” in clause (v) of Paragraph A of Section 2
of the Amended and Restated Agreement (which under this amendment is a reference to
“NOI”), each reference to “Varco” in such Paragraph and in Sections 3, 4, 5, 6A, 8, 14B
and 14E of the Amended and Restated Agreement shall be deleted and a reference to “the
Company” shall be substituted in lieu of each such reference.
	 
	 	(d)	 	Each reference to “the Company” in Paragraph B of Section 2 of the Amended and
Restated Agreement and in clause (iii) of Paragraph F of Section 2 of the Amended and
Restated Agreement shall be deleted and a reference to “NOI” shall be substituted in
lieu of each such reference.
	 
	 	(e)	 	The reference to “Varco International, Inc.” in Section 11 of the Amended and
Restated Agreement shall be deleted and a reference to “National Oilwell Varco, Inc.”
shall be substituted in lieu of the original reference.






	2.	 	Paragraph D of Section 2 of the Amended and Restated Agreement is hereby amended and restated
in its entirety to provide as follows:






     D. “Date of Termination” shall mean the date specified in the Notice of
Termination relating to termination of Executive’s employment with the Company;
provided that such date shall not be less than 20 days nor more than 45 days
following: (i) involuntary termination, not for cause, pursuant to Section 4 hereof,
(ii) the date within the Protective Period that the Company terminates Executive’s
employment other than for Cause so governed by Section 5 hereof, or (iii) the date
within the Protective Period that Executive voluntarily terminates his employment
for good reason so governed by Section 5 hereof. For purposes of any payments or
provision of benefits under this Agreement, the Executive shall not be considered to
have terminated employment with the Company unless the Executive incurs a
“separation from service” with the Company within the meaning of Section
409A(a)(2)(A)(i) of the Code and applicable guidance issued thereunder.




	3.	 	Paragraph M of Section 2 of the Amended and Restated Agreement is hereby deleted. Paragraphs
G, H, I, J, K, L, and N of Section 2 of the Amended and Restated Agreement are hereby
renumbered paragraphs H, I , J, L, M, N and O respectively, and a new paragraph G is hereby
added to Section 2 of the Amended and Restated Agreement immediately following paragraph F of
such Section to provide as follows:






     G. “Highest Annual Bonus” shall mean the higher of (i) the highest annual bonus
received by the Executive under the Company’s Annual Incentive Plan over the
preceding three year period and (ii) the annual bonus paid or



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payable, including any bonus or portion thereof which has been earned but
deferred (and annualized for any fiscal year consisting of less than 12 full months
or during which the Executive was employed for less than 12 full months), for the
most recently completed fiscal year during the Executive’s period of employment with
the Company, if any.




	 	 	and a new paragraph K is hereby added to Section 2 of the Amended and Restated Agreement
immediately following paragraph J of such Section to provide as follows:






     K. “Section 409A Payment Date” shall mean the first business day
following the six-month anniversary of the Date of Termination or, if earlier,
Executive’s death. This provision shall only apply if the Executive is determined
to be a “specified employee” (as defined in Section 409A of the Code) for the year
in which Executive’s Date of Termination occurs and the payment or provision of the
amount or benefit at issue is not permitted to be paid on the date otherwise set
forth in this Agreement without the imposition of additional taxes, interest and
penalties under Section 409A of the Code. Any payments or provisions that are
delayed by application of this provision shall be paid in a lump sum payment on the
Section 409A Payment Date.




	4.	 	The phrase “within thirty days following such Date of Termination” shall be replaced with the
phrase “within thirty days following such Date of Termination or, if applicable, the Section
409A Payment Date” each time it appears in Sections 4B, 4C, 5B, 5C, 5G and 5E of the Amended
and Restated Agreement.






	5.	 	Paragraph C of Section 4 of the Amended and Restated Agreement is hereby amended and restated
in its entirety to provide as follows:






C. Bonuses.




	 	(i)	 	The Company shall pay to Executive the Highest
Annual Bonus for the year in which the Date of Termination occurred
pro-rated through and including the Date of Termination (on the basis
of a 365 day year), payable in a lump-sum within thirty days following
such Date of Termination, or, if applicable, the Section 409A Payment
Date.
	 
	 	(ii)	 	The Company shall pay to Executive any awards
actually earned under any and all other incentive plans then in effect
calculated through the last completed quarter prior to the Date of
Termination, that Executive would have been entitled to receive for
such period if Executive had not been so terminated, payable in a
lump-sum within thirty days following such Date of Termination or, if
the amount cannot be calculated as of such Date of Termination, on the
normal distribution date for payment of such awards for all other
participants, or, if applicable and later, the Section 409A Payment
Date.






	6.	 	The phrase “the Company shall promptly deliver such shares to Executive” shall be replaced
with the phrase “the Company shall deliver such shares to the Executive as soon as
administratively practicable following such Date of Termination or, if applicable, on the
Section 409A Payment Date” each time it appears in Sections 4D and 5F of the Amended and
Restated Agreement.




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	7.	 	Paragraph E of Section 4 of the Amended and Restated Agreement is hereby amended and restated
in its entirety to provide as follows:






     E. The Company shall provide Executive (and applicable beneficiaries of
Executive) with all of the benefits required to be provided under the SERP, to the
extent and when Executive (or his beneficiaries) qualifies for such benefits under
the plan.




	8.	 	Section 5.C. of the Amended and Restated Agreement shall be amended and restated in its
entirety to provide as follows:






	 	(C)	 	Effective as of the Date of Termination, the
Company shall pay to Executive an amount equal to three (3) times the
Highest Annual Bonus, payable in a lump sum within thirty days
following such Date of Termination or, if applicable, the Section 409A
Payment Date.






	9.	 	Section 5.D of the Amended and Restated Agreement shall be amended and restated in its
entirety to provide as follows:






	 	(D)	 	Effective as of the Date of Termination and in
consideration of service through the Date of Termination, the
performance awards for all incentive plans shall vest and be paid as
provided in this paragraph D. Payout under the “Annual Management
Incentive Program” (or a similar or successor plan) for the year in
which the Date of Termination occurs, will be pro-rated through and
including the Date of Termination (on the basis of a 365 day year) and
will be based on the higher of (a) the Highest Annual Bonus; or (b) the
actual annual financial plan results. For all other incentive plans, a
full year is deemed to be completed for the year in which the Date of
Termination occurs. Payout shall be prorated based on the number of
deemed completed years in the performance periods. Payment will be made
on the normal distribution date for such bonuses or performance awards
for all other participants, or, if applicable, the Section 409A Payment
Date.






	10.	 	The first sentence of Paragraph G of Section 5 of the Amended and Restated Agreement is
hereby amended to add the following proviso at the end of such sentence:






provided, however, if the Executive has any unvested matching contributions under a
Company-sponsored 401(k) plan, in lieu of any amounts receivable under this
Paragraph due to such contributions, the Executive shall receive an amount equal to
the maximum amount of employer matching contributions that could have been credited
to the Executive under such 401(k) plan (without regard to any applicable
nondiscrimination tests) for the 12-month period preceding the month in which the
Date of Termination occurs.



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	11.	 	The last sentence of Paragraph H of Section 5 of the Amended and Restated Agreement is hereby
amended to add the following phrase at the end of such sentence: “or the 10th
anniversary of the original date of grant thereof, whichever is shorter”






	12.	 	The first and second sentences of Paragraph I of Section 5 of the Amended and Restated
Agreement are hereby amended and restated in their entirety to provide as follows:





          The Company shall provide Executive (and applicable beneficiaries of Executive)
with all of the benefits required to be provided under the SERP, to the extent and
when Executive (or his beneficiaries) qualifies for such benefits under the plan.
Executive shall become and be fully vested in all benefits payable, and in Years of
Service (as defined), under the SERP.





	13.	 	Paragraph A of Section 6 of the Amended and Restated Agreement shall be amended and restated
in its entirety to provide as follows:





A. Upon the termination of Executive’s employment as covered under Sections 4 or 5
and until the date of the Executive’s death, the Company shall continue group health
plan (as defined for purposes of Section 4980B of the Code) benefits to the
Executive and/or the Executive’s family equal to those which would have been
provided to them on the date of such termination as if the Executive’s employment
had not been terminated; provided, that if the Executive’s participation after the
Date of Termination in such group health plan is not permitted by the terms of a
plan, then for the Executive’s lifetime, the Company shall provide the Executive
through other sources with substantially the same benefits that were provided to the
Executive by that plan immediately before the Termination Date; provided further,
that if the Executive becomes reemployed by another employer and is eligible to
receive any of such benefits under another employer provided plan, the benefits
provided hereunder shall be secondary to those provided under such other plans.
With respect to any group health plan that requires an employee contribution, for
the period of time during which the Executive would be entitled (or would, but for
this Agreement, be entitled) to continuation coverage under a group health plan of
the Company under Section 4980B of the Code if the Executive elected such coverage
and paid the applicable premiums (generally, 18 months), the Executive shall pay the
then active employee cost of the benefits as determined under the then current
practices of the Company on a monthly, semi-annual or annual basis as elected by the
Executive, and thereafter, the Executive shall pay the full cost of the benefits as
determined under the then current practices of the Company on a monthly or annual
basis as elected by the Executive, provided that the Company shall reimburse the
Executive the amount of the costs of the benefit that is in excess of the then
active employees costs for such benefits no later than 30 days following the end of
the Executive’s taxable year in which such reimbursable amounts are paid by the
Executive, and provided further that the reimbursements provided, during the
Executive’s taxable year shall not affect the expenses eligible for reimbursement in
any other taxable year (with the exception of applicable lifetime maximums
applicable to medical expenses or medical benefits
described in Section 105(b) of the Code) and the right to reimbursement hereunder
shall not be subject to liquidation or exchange for another benefit or payment;




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	14.	 	Paragraph B of Section 6 of the Amended and Restated Agreement is hereby amended and restated
in its entirety to provide as follows:






     B. The Company shall reimburse Executive for all outplacement services incurred
on and prior to the last day of the second calendar year following the year in which
the Date of Termination occurs up to a maximum direct cost to the Company of up to
15% of the Executive’s Annual Base Salary as of the Date of Termination. Company
shall reimburse Executive within 30 days after Executive provides the Company with
an invoice (and any supporting documentation required by the Company) for such
outplacement services, but in no event shall any such reimbursement be made after
the last day of the third calendar year following the year in which the Date of
Termination occurs.




	15.	 	Paragraph C of Section 6 of the Amended and Restated Agreement is hereby deleted.










	16.	 	A new sentence shall be added immediately at the end of Section 12 of the Amended and
Restated Agreement to provide as follows:






Notwithstanding anything set forth above, the Executive agrees that any breach or
threatened breach of this Agreement (particularly, but without limitation, with
respect to Sections 16 and 17) may result in irreparable injury to the Company, and
therefore, in addition to the procedures set forth above, the Company shall be
entitled to file suit in a court of competent jurisdiction to seek a temporary
restraining order or preliminary or permanent injunction or other equitable relief
to prevent a breach or contemplated breach of such provisions.




	17.	 	Paragraph G of Section 14 of the Amended and Restated Agreement is hereby amended and
restated in its entirety to provide as follows:





          G. Notwithstanding anything in this Agreement to the contrary, in accordance with
Section 409A of the Code, any additional payments due to the Executive under this
Section 14 shall be paid by the Company no later than the end of the Executive’s
taxable year next following the Executive’s taxable year in which the related taxes
are remitted to the taxing authority.





	18.	 	A new Section 15 shall be added immediately following Section 14 of the Amended and Restated
Agreement to provide as follows:






15. Section 409A




This Agreement is intended to meet the requirements of Section 409A of the Code and
shall be administered in a manner that is intended to meet those requirements and
shall be construed and interpreted in accordance with such intent. To the extent
that a payment, or the settlement or deferral thereof, is subject to Section 409A of
the Code, except as the Board of Directors of NOI and Executive otherwise determine
in writing, the payment shall be paid, settled or deferred in a manner that will
meet the



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requirements of Section 409A of the Code, including regulations or other guidance
issued with respect thereto, such that the payment, settlement or deferral shall not
be subject to the additional tax or interest applicable under Section 409A of the
Code. Any provision of this Agreement that would cause the payment, settlement or
deferral thereof to fail to satisfy Section 409A of the Code shall be amended (in a
manner that as closely as practicable achieves the original intent of this
Agreement) to comply with Section 409A of the Code on a timely basis, which may be
made on a retroactive basis, if permitted under the regulations and other guidance
issued under Section 409A of the Code. In the event additional regulations or other
guidance is issued under Section 409A of the Code or a court of competent
jurisdiction provides additional authority concerning the application of Section
409A with respect to the payments described hereunder, then the provisions regarding
such payments shall be amended to permit such payments to be made at the earliest
time allowed under such additional regulations, guidance or authority that is
practicable and achieves the original intent of this Agreement.




	19.	 	A new Section 16 shall be added immediately following new Section 15, to provide as follows:









          16. Confidentiality.





The Executive shall hold in a fiduciary capacity for the benefit of the Company all
secret or confidential information, knowledge or data relating to the Company or any
of its affiliated companies, and their respective businesses, which shall have been
obtained by the Executive during the Executive’s employment by the Company or any of
its affiliated companies, provided that it shall not apply to information which is
or shall become part of the public domain (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement), information that
is developed by the Executive independently of such information, or knowledge or
data or information that is disclosed to the Executive by a third party under no
obligation of confidentiality to the Company. The Company promises to provide
Executive secret and confidential information, knowledge and data during his
employment. After termination of the Executive’s employment with the Company, the
Executive shall not, without the prior written consent of the Company or as may
otherwise be required by law or legal process, communicate or divulge any such
information, knowledge or data to anyone other than the Company and those designated
by it.




	20.	 	A new Section 17 shall be added immediately
following new Section 16, to provide as follows:










17. Non-Competition.




A. As part of the consideration for the compensation and benefits to be paid to
Executive hereunder, and the Company’s promise to provide secret and confidential
information, knowledge and data to Executive, and as an additional incentive for the
Company to enter into this Agreement, the Company, and Executive agree to the
non-competition provisions of this Section 17. Executive agrees that during the
period of Executive’s non-competition obligations hereunder, Executive will not,
directly or indirectly for Executive or for others, in any geographic area or market
where the Company or any of its subsidiaries or affiliated companies are conducting
any
business as of the date of termination of the employment relationship or have during
the previous twelve months conducted any business:



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(i) engage in any business competitive with any line of business conducted by the
Company or any of its subsidiaries or affiliates;




(ii) render advice or services to, or otherwise assist, any other person,
association, or entity who is engaged, directly or indirectly, in any business
competitive with any line of business conducted by the Company or any of its
subsidiaries or affiliates;




(iii) induce any officer or manager of the Company or any of its subsidiaries or
affiliates to terminate his or her employment with the Company or any of its
subsidiaries or affiliates, or hire or assist in the hiring of any such officer or
manager by person, association, or entity not affiliated with the Company or any of
its subsidiaries or affiliates.




These non-competition obligations shall apply during Executive’s employment and
shall terminate on the first (1st) anniversary date following Executive’s Date of
Termination regardless of the basis for such termination, unless (as set forth in
Section 5 herein), during the Protective Period, the Executive voluntarily
terminates employment for Good Reason or the Company terminates Executive’s
employment other than for Cause, in which case the obligations herein shall
terminate on the third (3rd) anniversary date following Executive’s Date of
Termination. After termination of Executive’s employment these non-competition
obligations shall apply only to businesses having annual revenues in excess of $20
million competitive with any line of business conducted by the Company or any of its
subsidiaries having annual revenues in excess of $20 million for the last fiscal
year prior to the time of termination. If the Company or any of its subsidiaries or
affiliates abandons a particular aspect of its business, that is, ceases such aspect
of its business with the intention to permanently refrain from such aspect of its
business, then this post-employment non-competition covenant shall not apply to such
former aspect of that business.




B. Executive understands that the foregoing restrictions may limit his ability to
engage in certain businesses anywhere in the world during the period provided for
above, but acknowledges that Executive will receive sufficiently high remuneration,
confidential and secret information, and other benefits under this Agreement to
justify such restriction. Executive acknowledges that money damages would not be
sufficient remedy for any breach of this Section 17 by Executive, and the Company or
any of its subsidiaries or affiliates shall be entitled to specific performance and
injunctive relief as remedies for such breach or any threatened breach after
notification by the Company of any breach and Executive’s failure to cure same. Such
remedies shall not be deemed the exclusive remedies for a breach of this Section 17,
but shall be in addition to all remedies available at law or in equity to the
Company or any of its subsidiaries or affiliates, including, without limitation, the
recovery of damages from Executive and his agents involved in such breach.




C. The Executive and the Company each expressly acknowledge and agree that the
restrictions contained in this Agreement, including this Section 17, are deemed by
each to be reasonable and necessary to protect the business interests of the Company
and its subsidiaries and affiliates. However, in the event that any of the
restrictions contained in this Agreement, and specifically this Section 17, are
found by a court of competent



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jurisdiction to be unreasonable, or overly broad as to geographic area or time, or
otherwise unenforceable, it is the parties express intention for the restrictions
herein set forth to be modified by such court so as to be reasonable and enforceable
and, as so modified by the court, to be fully enforced.




	21.	 	This Second Amendment shall be binding on each party hereto only when it has been executed by
all of the parties hereto, and when so executed, shall, unless otherwise provided by a
specific provision of this Second Amendment, be and become effective.






	22.	 	All references to “Agreement” contained in the Amended and Restated Agreement shall be deemed
to be a reference to the Amended and Restated Agreement, as amended by the First Amendment to
the Agreement, dated as of March 10, 2005, and this Second Amendment. Certain capitalized
terms used herein that are not otherwise defined are defined in the Amended and Restated
Agreement and the terms defined in this Second Amendment shall be incorporated in the Amended
and Restated Agreement with the same meanings as set forth herein.






	23.	 	The validity, interpretation, construction and enforceability of this Second Amendment shall
be governed by the laws of the State of Texas.






	24.	 	Except as amended by this Second Amendment, the Amended and Restated Agreement shall remain
in full force and effect.






	25.	 	This Second Amendment may be executed in one or more counterparts, and by the parties hereto
in separate counterparts, each of which when executed shall be deemed to be an original but
all of which shall constitute one and the same agreement.





Signature Page to Follow




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          In Witness Whereof, NOI, NOV and the Executive have executed this Second Amendment on
the date first written above, which is effective as set forth herein.




	 	 	 	 	 	 	 
	 	 	NATIONAL OILWELL VARCO, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Merrill A. Miller, Jr.	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Merrill A. Miller, Jr.	 	 
	 

	 	Title:
	 	Chairman, President & Chief Executive
Officer	 	 
	 
	 	 	 	 	 	 
	 	 	NATIONAL OILWELL VARCO L.P.	 	 
	 	 	By Its General Partner, NOW Oilfield Services,
Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dwight W. Rettig	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Dwight W. Rettig	 	 
	 

	 	Title:
	 	Vice President & General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Clay C. Williams	 	 
	 	 	 	 	 
	 	 	Clay C. Williams
	 	 







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