Attached files
file | filename |
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8-K - FORM 8-K - Weatherford International Ltd./Switzerland | h71666e8vk.htm |
EX-10.2 - EX-10.2 - Weatherford International Ltd./Switzerland | h71666exv10w2.htm |
Exhibit 10.1
FIRST AMENDMENT
TO THE
WEATHERFORD INTERNATIONAL LTD.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
TO THE
WEATHERFORD INTERNATIONAL LTD.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
This First Amendment (the Amendment) to the Weatherford International Ltd. Supplemental
Executive Retirement Plan, (the Plan) effective January 1, 2010, is adopted by Weatherford
International Ltd., a Swiss joint-stock corporation registered in Switzerland (the Company), to
be effective as set forth below.
RECITALS
WHEREAS, Section 18 of the Plan allows the Company to amend the Plan; and
WHEREAS, the Board of Directors of the Company desires to amend the Plan as set forth herein;
NOW, THEREFORE, the Plan is hereby amended, effective as of March 31, 2010 as follows:
1. The Plan is hereby amended by adding the following new Section 25:
Freezing of the Plan and Treatment of Termination/Retirement Benefits.
(a) Notwithstanding any other provisions of the Plan to the contrary, effective as
of March 31, 2010, (1) no further individuals shall become Participants in the Plan,
(2) each Participant shall be vested (regardless of his or her Years of Service) for
purposes of determining entitlement to, but not the amount of, Termination Benefits
under Section 5 of the Plan, (3) there shall be no further benefit accruals under the
Plan after March 31, 2010, (4) each Participants Termination Benefit under the Plan
shall be calculated only as specified in Section 25(b), and (5) in no event shall any
Participant be entitled to a Retirement Benefit under Section 4 of the Plan. Effective
as of March 31, 2010, the Plan, as frozen, shall otherwise continue to operate with
full force and effect. For avoidance of doubt, the Participants shall remain eligible
for the medical coverage provided in accordance with Section 8 of the Plan.
(b) Upon termination of the Participants employment with the Company and all
Subsidiaries, for any reason including termination as a result of retirement, death or
Disability and whether or not a Change of Control has occurred, the Company shall pay
as the Termination Benefit to the Participant (or Beneficiary, as applicable) an
amount, no less than zero, that is equal to (A) plus (B) minus (C) where (A) represents
the Participants Freeze Date SERP Benefit and (B) represents the Participants
Earnings Adjustment and (C) represents the amount of the Participants Retirement
Benefit,
Termination Benefit, Disability Benefit or Death Benefit, paid or to be paid
under the ERP.
(c) The Participants Freeze Date SERP Benefit shall be calculated as a lump sum
equivalent in accordance with Section 5(a) of the Plan (and disregarding any offset of
amounts paid or to be paid under the ERP) as of March 31, 2010 as if he incurred a
termination of employment with the Company (not a termination of employment by the
Company for Cause) and all Subsidiaries on March 31, 2010 reflecting the Participants
Years of Service and years of age for purposes of the Plan as recorded in the Companys
records as of March 31, 2010, taking into account any Years of Service and years of age
granted under the Participants Participation Agreement and Section 3(b) of the Plan.
(d) For avoidance of doubt, in the case of Participants who have not yet earned
any benefit accruals under the Plan as a result of contractual waivers, the
Participants Freeze Date SERP Benefit shall be deemed to be the Participants
Retirement Benefit, Termination Benefit, Disability Benefit or Death Benefit, paid or to be paid under the ERP,
solely for purposes of the calculations in Section 25(b) and (e). The
Participants contractual waivers of benefit accruals shall continue to apply for all
other purposes under the Plan, including the calculation of the Termination Benefits.
Each Participants Freeze Date SERP Benefit, including Participants that have not yet
earned any benefit accruals under the Plan, shall be listed on Exhibit D.
(e) Commencing on April 30, 2010 and continuing until the Participant terminates
employment with the Company and all Subsidiaries for any reason (including death or
Disability), the Participants Freeze Date SERP Benefit, shall be credited as of the
last day of each calendar month exclusively with earnings in an amount equal to (A) the
sum of the Participants Freeze Date SERP Benefit plus any prior earnings credited
under this Section 25(e), multiplied by (B) five (5) year LIBOR rate on the last day
of each calendar month divided by 12. The Participants Earnings Adjustment shall be
equal to the total cumulative earnings credits attributable to the Participant under
this Section 25(e).
(f) The following two examples are provided to illustrate the intended operation
of this Section 25.
(i) Case 1 Participant A has previously accrued a
frozen Termination Benefit
under the ERP equal to $1,000,000. Participant As Freeze Date SERP Benefit is equal
to $1,200,000 as calculated in accordance with Section 25(c). Participant terminates
employment with the Company on August 1, 2012 and as of that date, his Earnings
Adjustment is equal to $78,000 based upon the crediting of interest on his Freeze Date
SERP Benefit in accordance with Section 25(e). Upon termination of employment,
Participant A is entitled to a Termination Benefit under the Plan equal to (A) his
Freeze Date SERP Benefit ($1,200,000), plus (B) his Earnings Adjustment of $78,000,
minus (C) his ERP Termination Benefit of $1,000,000 or a net amount of $278,000 under
the Plan. Participant would also be entitled to receive $1,000,000 under the ERP in
accordance with its provisions.
(ii) Case 2 Participant B has previously accrued a frozen Termination Benefit
under the ERP equal to $1,000,000. Participant B contractually waived all benefit
accruals prior to the SERP freeze date. In accordance with Section 25(d), the
Participants Freeze Date SERP Benefit is deemed to be equal to $1,000,000, based upon
his ERP Termination Benefit. Participant terminates employment with the Company on
August 1, 2012 and as of that date, his Earnings Adjustment is equal to $67,000 based
upon the crediting of interest on his Freeze Date SERP Benefit in accordance with
Section 25(e). Upon termination of employment, Participant B is entitled to a
Termination Benefit under the Plan equal to (A) his Freeze Date SERP Benefit
($1,000,000), plus (B) his Earnings Adjustment of $67,000, minus (C) his ERP
Termination Benefit of $1,000,000 or a net amount of $67,000 under the Plan.
Participant would also be entitled to receive $1,000,000 under the ERP in accordance
with its provisions.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf by its
duly authorized officer, this 17th day of March, 2010.
Weatherford International Ltd. | ||||
By:
|
/s/ BERNARD J. DUROC-DANNER
|
|||
Chairman, President & CEO |
Exhibit DFreeze Date SERP Benefits
Bernard J. Duroc-Danner |
$ | 70,816,990 | ||
Andrew P. Becnel |
$ | 9,020,091 | ||
Stuart E. Ferguson |
£ | 7,569,476 | ||
Keith R. Morley |
$ | 11,814,634 | ||
M. Jessica Abarca |
$ | 4,803,617 | ||
M. David Colley |
$ | 4,605,669 |