ASSUMPTION AND GENERAL AMENDMENT
AGREEMENT
This Assumption
and General Amendment Agreement (this “ Agreement
”) is made as of February 25, 2009, by and between
Weatherford International Ltd., an exempted company incorporated
with limited liability under the laws of Bermuda (“
Weatherford Bermuda ”), and Weatherford International
Ltd., a joint stock company registered in Switzerland, canton of
Zug (“ Weatherford Switzerland ”).
WHEREAS ,
the boards of directors of Weatherford Bermuda and Weatherford
Switzerland have previously approved a series of transactions to be
effected pursuant to a share exchange agreement (the “
Exchange Agreement ”) and by way of a scheme of
arrangement in accordance with the laws of Bermuda and Switzerland,
pursuant to which Weatherford Switzerland will become the parent
holding company of Weatherford Bermuda as a result of the
remittance of Weatherford Switzerland’s registered shares
(“ Registered Shares ”) in exchange for
Weatherford Bermuda common shares (“ Common Shares
”) (such transactions are collectively referred to as the
“ Redomestication ”);
WHEREAS ,
in accordance with Swiss law, the Redomestication will become
effective at the time that the Swiss Register of Commerce registers
the capital increase of the Company, as contemplated in connection
with the Redomestication (the “ Effective Time
”);
WHEREAS ,
each of Weatherford Bermuda and Weatherford International, Inc., a
Delaware corporation and wholly-owned indirect subsidiary of
Weatherford Bermuda (“ Weatherford Delaware ”)
(i) maintains and sponsors those certain equity
compensation-related plans, and certain other plans, agreements,
awards and arrangements listed on Exhibit A hereto
(collectively, the “ Assumed Stock Plans ”),
providing for the grant or award to its directors, officers and
employees and other persons of (a) options, restricted shares
or other rights to purchase or receive Common Shares or
(b) the right to receive benefits or other amounts by
reference to Common Shares (individually, an “ Assumed
Stock Award ” and collectively, the “ Assumed
Stock Awards ”), and (ii) maintains and sponsors
those certain equity compensation-related plans, and certain other
plans, agreements, awards and arrangements listed on
Exhibit B hereto (collectively, the “ Other
Stock Plans ”), providing for the grant or award to its
directors, officers and employees and other persons of
(a) options, restricted shares or other rights to purchase or
receive Common Shares or (b) the right to receive benefits or
other amounts by reference to Common Shares (individually, an
“ Other Stock Award ” and collectively, the
“ Other Stock Awards ”);
WHEREAS ,
Weatherford Bermuda has previously entered into those certain
employment agreements listed on Exhibit C hereto
(collectively, the “ Assumed Employment Agreements
”);
WHEREAS ,
Weatherford Delaware has previously entered into those certain
employment agreements listed on Exhibit D hereto
(collectively, the “ Other Employment Agreements
”); and
WHEREAS ,
in connection with the Redomestication and pursuant to the Exchange
Agreement, Weatherford Switzerland desires (i) to assume and
adopt the Assumed Stock Plans and the Assumed Stock Awards, and to
issue or cause to be issued Registered Shares (from Weatherford
Switzerland or through one of its subsidiaries) in lieu of Common
Shares being issued in connection with such Assumed Stock Plans and
Assumed Stock Awards, (ii) to assume the obligations of
Weatherford Bermuda to issue or cause to be issued Registered
Shares (from Weatherford Switzerland or through one of its
subsidiaries) in lieu of Common Shares being issued in connection
with the Other Stock Plans and the related Other Stock Awards, but
not assume the Other Stock Plans or Other Stock Awards,
(iii) to assume and adopt the Assumed Employment Agreements,
and (iv) the Other Employment Agreements to be amended such
that references to Weatherford Bermuda are replaced with references
to Weatherford Switzerland.
NOW,
THEREFORE , in consideration of the foregoing and for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, at and as of the Effective Time:
1. Pursuant to
the terms of this Agreement and the Exchange Agreement, Weatherford
Bermuda hereby assigns to Weatherford Switzerland, and Weatherford
Switzerland hereby accepts from Weatherford Bermuda and hereby
assumes, the Assumed Stock Plans and the related Assumed Stock
Awards and the rights and obligations of Weatherford Bermuda under
the Assumed Stock Plans and Assumed Stock Awards. As a result of
such assignment and assumption, Weatherford Switzerland will be the
sponsor of the Assumed Stock Plans and Registered Shares will be
issued under the Assumed Stock Plans in lieu of Common Shares being
issued thereunder.
2. Pursuant to
the terms of this Agreement and the Exchange Agreement, Weatherford
Bermuda hereby assigns to Weatherford Switzerland, and Weatherford
Switzerland hereby accepts from Weatherford Bermuda and hereby
assumes, the obligations to issue or cause to be issued, Registered
Shares in connection with the Other Stock Plans and related Other
Stock Awards. As a result of such assignment and assumption,
Weatherford Switzerland will issue or cause to be issued Registered
Shares (from Weatherford Switzerland or through one of its
subsidiaries) in lieu of Common Shares being issue
|
