exv10w1






Exhibit 10.1




Weatherford International Ltd.

Performance Unit Award Agreement



This Performance Unit Award Agreement (this “Agreement”) is made and entered
into by and between Weatherford International Ltd., a Swiss corporation (the “Company”),
and • (the “Holder”) as of this 15th February 2011, pursuant to the Weatherford
International Ltd. 2010 Omnibus Incentive Plan (the “Plan”), which is incorporated by
reference herein in its entirety.



Whereas, the Company desires to grant to the Holder Performance Unit Awards (the
“Units”) under the Plan, subject to the terms and conditions of this Agreement; and



Whereas, the Holder desires to have the opportunity to hold the Units subject to the terms
and conditions of this Agreement;



Now, therefore, in consideration of the premises, mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:





	1.	 	Definitions. For purposes of this Agreement, “Forfeiture Restrictions” shall
mean any prohibitions and restrictions set forth herein or in the Plan with respect to the
sale or other disposition of the Units and the obligation to forfeit such Units to the
Company. Capitalized terms not otherwise defined in this Agreement shall have the meanings
given to such terms in the Plan.
	 
	2.	 	Grant of Units. Effective as of the date of this Agreement, the Company grants to
the Holder • Units. Each Unit shall, upon vesting pursuant to Section 4 and subject to the
Performance Goal set out in Annex A to this Agreement, be convertible into between 0.0 and
2.25 Shares (such amount being the “Performance Multiplier”), depending on the level
of achievement of the Performance Goal during the period from January 1, 2011 through and
including the date immediately preceding the Vesting Date as defined in Section 4 (the
“Performance Period”). The Company and the Holder agree that this Agreement, together
with the Plan and any employment agreement between the Company and the Holder in effect on the
date hereof, as the same subsequently may be amended (the “Employment Agreement”),
sets forth the complete terms of the Award and that the Award shall be subject to the terms of
the Employment Agreement.
	 
	3.	 	Transfer Restrictions. Except as specified herein or in the Plan, the Units may not
be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or
disposed of. Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer,
encumbrance or disposition in violation of this Agreement or the Plan shall be void, and the
Company shall not be bound thereby.
	 
	4.	 	Vesting or Forfeiture.






	 	(a)	 	Except as specified otherwise in this Section 4, the Units shall be subject to
Forfeiture Restrictions, which shall lapse on January 1, 2014 or such earlier date as
provided in clause (b) below (the “Vesting Date”).
	 
	 	(b)	 	Notwithstanding the foregoing, if (i) the Holder’s employment or affiliation
relationship with the Company and its Affiliates is terminated prior to January 1, 2014
(A) due to the death or Disability of the Holder, (B) by the Holder for Good Reason (as
defined below) or





					
	 	 	 	 	 
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(C) by the Company for any reason other than Cause (as defined below) then, in any
such event, the Vesting Date shall be the date of termination of the Holder’s
employment or affiliation relationship, or (ii) there is a Change in Control prior to
January 1, 2014, then the Vesting Date shall be the date immediately preceding such
Change in Control. For purposes of this Agreement, “Change in Control” means
a change in the ownership of the Company, a change in the effective control of the
Company or a change in the ownership of a substantial portion of the assets of the
Company as described in Section 409A. For purposes of this Agreement, the terms
“Good Reason” and “Cause” shall have the meanings provided under the
Holder’s Employment Agreement, if any, and in the absence of an Employment Agreement,
such terms shall be inapplicable for purposes of this Agreement and any termination of
the Holder’s employment other than due to clause (i)(A) of this Section 4(b) shall be
governed by Section 4(c) of this Agreement.




	 	(c)	 	If the Holder’s employment or affiliation relationship with the Company and its
Affiliates terminates prior to the Vesting Date by the Holder for any reason other than
Good Reason or by the Company for Cause, then any Forfeiture Restrictions that have not
previously lapsed pursuant to the provisions of this Section 4 shall not lapse, and any
Units with respect to which the Forfeiture Restrictions have not lapsed shall be
forfeited to the Company on the date of the termination of the Holder’s employment or
affiliation relationship with the Company and its Affiliates. In the event any Units
are forfeited to the Company pursuant to this Agreement, the Company will not be
obligated to pay the Holder any consideration whatsoever for the forfeited Units.






	5.	 	No Dividend Equivalents. If during the period the Holder holds any Units awarded
hereby the Company pays a dividend in cash, Shares or otherwise with respect to the
outstanding shares of Company’s registered shares, par value CHF 1.16 per share (the
“Shares”), the Holder shall receive no dividend equivalent payment with respect to the
Holder’s Units.
	 
	6.	 	Delivery of Shares. Upon the date of lapse of the Forfeiture Restrictions under
Section 4, the Company shall deliver or cause to be delivered a number of Shares equal to the
number of Units with respect to which the Forfeiture Restrictions have lapsed multiplied by
the applicable Performance Multiplier (subject to the satisfaction by the Holder of any
liability arising under Section 8 of this Agreement) rounded to the nearest whole number;
provided that if the Performance Multiplier is 0.0, then the Units shall be deemed forfeited
on the date of lapse of the Forfeiture Restrictions.
	 
	7.	 	Capital Adjustments and Reorganizations. The existence of the Units shall not affect
in any way the right or power of the Company or its shareholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital
structure or its business, or any acquisition, merger, amalgamation or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior preference shares ahead of or
affecting the Shares or the rights thereof, or the winding up, dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise, including a
Corporate Change (as defined in the Plan).
	 
	8.	 	Responsibility for Taxes & Withholding. Regardless of any action the Company or any
of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax,
payment on account or other tax-related items related to the Holder’s participation in the
Plan and legally applicable to the Holder (“Tax-Related Items”), the Holder
acknowledges that the ultimate liability for all Tax-Related Items, unless otherwise agreed in
a separate undertaking, is and





					
	 	 	 	 	 
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remains the Holder’s responsibility and may exceed the amount actually withheld by the
Company or any of its Affiliates. The Holder further acknowledges that the Company and/or
its Affiliates (1) make no representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect to the Units, including, but not limited to,
the grant of the Units, the lapse of the Forfeiture Restrictions, the delivery of Shares,
the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any
dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation
as a result of this Agreement to structure the terms of any award to reduce or eliminate
Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if
the Holder becomes subject to tax in more than one jurisdiction between the date of grant
and the date of any relevant taxable event, the Holder acknowledges that Company and/or its
Affiliates may be required to withhold or account for Tax-Related Items in more than one
jurisdiction.




Prior to any relevant taxable or tax withholding event, as applicable, the Holder will pay
or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy
all Tax-Related Items. In this regard, the Holder authorizes the Company and/or its
Affiliates, or their respective agents, at their discretion, to satisfy the obligations with
regard to all Tax-Related Items by one or a combination of the following:




	 	(a)	 	withholding from the Holder’s wages or other cash compensation paid to the
Holder by the Company and/or its Affiliates; or
	 
	 	(b)	 	withholding from proceeds of the Shares acquired following the lapse of the
Forfeiture Restrictions either through a voluntary sale or through a mandatory sale
arranged by the Company (on Holder’s behalf pursuant to this authorization); or
	 
	 	(c)	 	withholding in Shares to be delivered upon the lapse of the Forfeiture
Restrictions.






To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or
account for Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates. If the obligation for Tax-Related Items is
satisfied by withholding in Shares, for tax purposes, the Holder is deemed to have been
issued the full number of Shares attributable to the awarded Units, notwithstanding that a
number of Shares are held back solely for the purpose of paying the Tax-Related Items due as
a result of any aspect of the Holder’s participation in the Plan. The Holder shall pay to
the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or
its Affiliates may be required to withhold or account for as a result of the Holder’s
participation in the Plan that cannot be satisfied by the means previously described. The
Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if
the Holder fails to comply with the Holder’s obligations in connection with the Tax-Related
Items. For the avoidance of doubt, this Section 8 shall not be construed to augment, reduce
or eliminate any separate benefits (including ex-patriot tax benefits) otherwise provided to
Holder.




	9.	 	Employment or Affiliation Relationship. For purposes of this Agreement, the Holder
shall be considered to be in the employment of, or affiliated with, the Company or its
Affiliates as long as the Holder has an employment or affiliation relationship with the
Company or its Affiliates. The Committee shall determine any questions as to whether and when
there has been a termination of such employment or affiliation relationship, and the cause of
such termination, under the Plan and the Committee’s determination shall be final and binding
on all persons.





					
	 	 	 	 	 
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	 	2011 Performance Unit Award Agreement






 









 







	10.	 	Voting and Other Rights. The Holder shall have no rights as a shareholder of the
Company in respect of the Units, including the right to vote and to receive dividends and
other distributions, until delivery of certificates representing Shares in satisfaction of
such Units.
	 
	11.	 	Not an Employment or Affiliation Agreement. This Agreement is not an employment or
affiliation agreement, and no provision of this Agreement shall be construed or interpreted to
create an employment relationship between the Holder and the Company or any of its Affiliates
or guarantee the right to remain employed by or affiliated with the Company or any of its
Affiliates for any specified term.
	 
	12.	 	Data Privacy. By signing below, the Holder voluntarily acknowledges and consents to
the collection, use, processing and transfer of personal data as described in this Section.
The Holder is not obliged to consent to such collection, use, processing and transfer of
personal data. However, failure to provide the consent may affect the Holder’s ability to
participate in the Plan. The Company and its Affiliates hold certain personal information
about the Holder, including the Holder’s name, home address and telephone number, date of
birth, social security number or other employee identification number, salary, nationality,
job title, any shares of stock or directorships held in the Company and details of all Units
or any other entitlement to shares of stock awarded, cancelled, purchased, vested, unvested or
outstanding in the Holder’s favor, for the purpose of managing and administering the Plan
(“Data”). The Company and its Affiliates will transfer Data amongst themselves as
necessary for the purpose of implementation, administration and management of the Holder’s
participation in the Plan, and the Company and its Affiliates may each further transfer Data
to any third parties assisting the Company in the implementation, administration and
management of the Plan. These recipients may be located in the European Economic Area or
elsewhere throughout the world in countries that may not provide an equivalent level of data
protection to the laws in the Holder’s home country, such as the United States. The Holder
authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing the Holder’s participation
in the Plan, including any requisite transfer of such Data as may be required for the
administration of the Plan and the subsequent holding of Shares on the Holder’s behalf by a
broker or other third party with whom the Holder may elect to deposit any Shares acquired
pursuant to the Plan. The Holder may, at any time, review Data, require any necessary
amendments to it or withdraw the consents herein in writing by contacting the Company;
however, withdrawing consent may affect the Holder’s ability to participate in the Plan.
	 
	13.	 	Notices. Any notice, instruction, authorization, request or demand required
hereunder shall be in writing, and shall be delivered either by personal delivery, by
facsimile, by certified or registered mail, return receipt requested, or by courier or
delivery service, addressed to the Company at the address indicated below on the execution
page of this Agreement, and to the Holder at the Holder’s address indicated in the Company’s
register of Plan participants, or at such other address and number as a party shall have
previously designated by written notice given to the other party in the manner hereinabove set
forth. Notices shall be deemed given when received, if sent by facsimile (confirmation of
such receipt by confirmed facsimile transmission being deemed receipt of communications sent
by facsimile means); and when delivered and receipted for (or upon the date of attempted
delivery where delivery is refused), if hand-delivered, sent by express courier or delivery
service, or sent by certified or registered mail, return receipt requested.
	 
	14.	 	Amendment and Waiver. This Agreement may be amended from time to time by the
Committee in its discretion in any manner that it deems appropriate and that is consistent
with the terms of the Plan. However, no such amendment shall adversely affect in a material
manner any right of the Holder without his/her written consent. Only a written instrument
executed and





					
	 	 	 	 	 
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	 	2011 Performance Unit Award Agreement






 









 







delivered by the party waiving compliance hereof shall make any waiver of the terms or
conditions effective. Any waiver granted by the Company shall be effective only if executed
and delivered by a duly authorized executive officer of the Company other than the Holder.
The failure of any party at any time or times to require performance of any provisions
hereof shall in no manner affect the right to enforce the same. No waiver by any party of
any term or condition, or the breach of any term or condition contained in this Agreement,
in one or more instances, shall be construed as a continuing waiver of any such condition or
breach, a waiver of any other condition, or the breach of any other term or condition.




	15.	 	Governing Law and Severability. This Agreement shall be governed by the laws of
Switzerland without regard to its conflicts of law provisions. The invalidity of any
provision of this Agreement shall not affect any other provision of this Agreement, which
shall remain in full force and effect.
	 
	16.	 	Successors and Assigns. Subject to the limitations which this Agreement and the Plan
impose upon the transferability of the Units, this Agreement shall bind, be enforceable by and
inure to the benefit of the Company and its successors and assigns, and to the Holder, his
permitted assigns and, upon the Holder’s death, the Holder’s estate and beneficiaries thereof
(whether by will or the laws of descent and distribution), executors, administrators, agents,
and legal and personal representatives.
	 
	17.	 	Electronic Delivery and Execution. The Holder hereby consents and agrees to
electronic delivery of any documents that the Company may elect to deliver (including, but not
limited to, plan documents, prospectus and prospectus supplements, grant or award
notifications and agreements, account statements, annual and quarterly reports, and all other
forms of communications) in connection with this and any other Award made or offered under the
Plan. The Holder understands that, unless revoked by the Holder by giving written notice to
the Company pursuant to the Plan, this consent will be effective for the duration of the
Agreement. The Holder also understands that he or she will have the right at any time to
request that the Company deliver written copies of any and all materials referred to above.
The Holder hereby consents to any and all procedures the Company has established or may
establish for an electronic signature system for delivery and acceptance of any such documents
that the Company may elect to deliver, and agree that his or her electronic signature is the
same as, and will have the same force and effect as, his or her manual signature. The Holder
consents and agrees that any such procedures and delivery may be affected by a third party
engaged by the Company to provide administrative services related to the Plan.
	 
	18.	 	Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be an original for all purposes but all of which taken together shall constitute
but one and the same instrument.
	 
	19.	 	Acknowledgements. The Holder acknowledges and agrees to the following:






	 	(a)	 	The Plan is discretionary in nature and the Committee may amend, suspend, or
terminate it at any time.
	 
	 	(b)	 	The grant of the Units is voluntary and occasional and does not create any
contractual or other right to receive future grants of Units, or benefits in lieu of
the Units even if the Units have been granted repeatedly in the past.
	 
	 	(c)	 	The Holder’s participation in the Plan is voluntary.





					
	 	 	 	 	 
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	 	(d)	 	The value of the Units is an extraordinary item of compensation, which is
outside the scope of the Holder’s employment contract (if any), except as may otherwise
be explicitly provided in the Holder’s employment contract (if any).
	 
	 	(e)	 	The Units are not part of normal or expected compensation or salary for any
purpose, including, but not limited to, calculating termination, severance,
resignation, redundancy, end of service, or similar payments, or bonuses, long-service
awards, pension or retirement benefits.
	 
	 	(f)	 	The future value of the Shares is unknown and cannot be predicted with
certainty.
	 
	 	(g)	 	No claim or entitlement to compensation or damages arises from the forfeiture
of the award, termination of the Plan, or diminution in value of the Units or Shares
and the Holder irrevocably releases the Company and its Affiliates from any such claim
that may arise.
	 
	 	(h)	 	Nothing in this Agreement or the Plan shall confer upon the Holder any right to
continue to be employed by the Company or any Affiliate or shall interfere with or
restrict in any way the rights of the Company or the Affiliate, which are hereby
expressly reserved, to terminate the employment of the Holder under applicable law.
	 
	 	(i)	 	The Company is not providing any tax, legal or financial advice, nor is the
Company making any recommendations regarding the Holder’s participation in the Plan, or
the Holder’s acquisition or sale of the underlying Shares. The Holder is hereby
advised to consult with his or her own personal tax, legal and financial advisors
regarding his or her participation in the Plan before taking any action related to the
Plan.
	 
	 	(j)	 	The Company reserves the right to impose other requirements on participation in
the Plan, on the Units and on any Shares acquired under the Plan, to the extent the
Company determines it is necessary or advisable in order to comply with local law or to
facilitate the administration of the Plan, and to require the Holders to sign any
additional agreements or undertakings that may be necessary to accomplish the
foregoing.
	 
	 	(k)	 	Even after vesting, of the Units and issuance of related Shares, the Holder may
be required to return the benefits of the Award to the Company pursuant to a “clawback”
policy instituted by the Company from time to time that is generally applicable to
officers and directors and instituted in accordance with applicable legislation and
stock exchange rules, if it is subsequently determined in accordance with that policy
that the wrong Applicable Multiplier was used in vesting the Units.






	20.	 	Section 409A.






	 	(a)	 	The delivery of the Holder’s Shares as described in Section 6 shall be made in
accordance with such Section, provided that with respect to delivery due to termination
of employment for reasons other than death, the delivery at such time can be
characterized as a “short-term deferral” for purposes of Section 409A or as otherwise
exempt from the provisions of Section 409A, or if any portion of the delivery cannot be
so characterized, and the Holder is a “specified employee” under Section 409A, such
portion of the delivery shall be delayed until the earlier to occur of the Holder’s
death or the date that is six months and one day following the Holder’s termination of
employment. For purposes of this Agreement, the terms “terminates,” “terminated,”
“termination,” “termination of employment,” and variations thereof, as used in this
Agreement to refer to the Holder’s termination of employment, are intended to mean a
termination of employment that constitutes a “separation from service” under Section
409A.





					
	 	 	 	 	 
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	 	2011 Performance Unit Award Agreement






 









 







	 	(b)	 	This Agreement and the Units provided hereunder are intended to comply with
Section 409A to the extent applicable thereto. Notwithstanding any provision of this
Agreement to the contrary, this Agreement shall be interpreted and construed consistent
with this intent. Although the Company and the Committee intend to administer this
Agreement so that it will comply with the requirements of Section 409A, to the extent
applicable, neither the Company nor the Committee represents or warrants that this
Agreement will comply with Section 409A or any other provision of federal, state,
local, or non-United States law. Neither the Company or its Affiliates, nor their
respective directors, officers, employees or advisers shall be liable to any Holder (or
any other individual claiming a benefit through the Holder) for any tax, interest, or
penalties the Holder might owe as a result of participation in the Plan, and the
Company and its Affiliates shall have no obligation to indemnify or otherwise protect
any Holder from the obligation to pay any taxes pursuant to Section 409A.





IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an
officer thereunto duly authorized, and the Holder has executed this Agreement, all as of the date
first above written.




	 	 	 	 	 
	 	COMPANY:



weatherford international ltd.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	ADDRESS:

4-6 Rue Jean-François Bartholoni

Geneva 1204

Switzerland

Attn: Corporate Secretary

Facsimile:  41 22 816 1599 	 
	 
	 	HOLDER:

 	 
	 	
 	 
	 	 	 
	 	 	 
	 



					
	 	 	 	 	 
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	 	2011 Performance Unit Award Agreement






 









 






Annex A—Performance Goal



The Performance Goal used to determine the extent of conversion of the Units in the attached
Agreement into Shares will be the ordinal rank of total shareholder return (“TSR”) for the
Shares during the Performance Period. The Performance Multiplier will be based on the Company’s
TSR performance during the Performance Period relative to a competitor group composed of Baker
Hughes, Inc., Halliburton Company and Schlumberger Limited (the “Competitor Group”), or, if
any of such entities ceases to be listed on a stock exchange during the Performance Period, then
their successor, if any as determined by the Committee.



TSR for the Company and each member of the Competitor Group shall be calculated as follows, where
“Beginning Price” is the volume-weighted average price over the last twenty NYSE trading days of
2010 and “Ending Price” is the volume-weighted average price on the last twenty NYSE trading days
of the Performance Period, in each case, as applied to the applicable equity security and adjusted,
where applicable, for share splits or share dividends, and Cash Dividends means cash dividends with
an ex-dividend date during the Performance Period:




TSR = [(Ending Price - Beginning Price) + Cash Dividends]/Beginning Price



If the Company’s TSR for a Performance Period is the highest among the Competitor Group, the
Performance Multiplier for such Performance Period shall be 2.25.



If the Company’s TSR for a Performance Period is second among the Competitor Group, the Performance
Multiplier for such Performance Period shall be 1.25.



If the Company’s TSR for a Performance Period is third among the Competitor Group, the Performance
Multiplier for such Performance Period shall be 0.5.



If the Company’s TSR for a Performance Period is fourth among the Competitor Group, the Performance
Multiplier for such Performance Period shall be 0.0, in which case the Award will be forfeited.




					
	 	 	 	 	 
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	 	2011 Performance Unit Award Agreement