Exhibit 10.7
SCHLUMBERGER
LIMITED
2004 STOCK AND DEFERRAL
PLAN
FOR NON-EMPLOYEE
DIRECTORS
(As Amended and Restated Effective
April 19, 2007,
and conformed to include amendments through
January 1, 2009)
ARTICLE I
PURPOSES OF PLAN AND
DEFINITIONS
1.1 Purpose . Schlumberger
Limited established this 2004 Stock and Deferral Plan for
Non-Employee Directors (the “Plan”) for the purpose of
providing non-employee directors of the Company with regular grants
of shares of the common stock of the Company (or units representing
such shares) and the opportunity to defer a portion of their
compensation, in order to provide greater incentives for those
non-employee Directors to attain and maintain the highest standards
of performance, to attract and retain non-employee Directors of
outstanding competence and ability, to stimulate the active
interest of such persons in the development and financial success
of the Company, to further the identity of interests of such
non-employee Directors with those of the Company’s
stockholders generally, and to reward such non-employee Directors
for outstanding performance. The Plan was originally established
effective April 14, 2004 and approved by the stockholders of
the Company at the April 2004 annual meeting. Effective
April 19, 2007, the Plan is hereby amended and restated to
allow non-employee Directors to defer the payment of part or all of
his or her Cash Compensation.
1.2 Definitions .
“Annual Director Award
Date” means the last day of the calendar month in which
occurs the first Board meeting following the regular annual general
meeting of the stockholders of the Company
“Board of Directors” or
“Board” means the Board of Directors of the
Company.
“Cash Compensation”
means the total cash compensation which is paid to Eligible
Directors for services rendered including any annual retainer fees
and any annual fees related to committee membership or services as
a committee chair.
“Committee” means such
committee as is designated by the Board to administer the Plan in
accordance with Article II, or if no such committee is designated,
the Board.
“Common Stock” means the
Common Stock, par value $.01 per share, of the Company.
“Company” means
Schlumberger Limited, a Netherlands Antilles
corporation.
“Deferred Compensation
Account” means the bookkeeping account maintained for each
Participant to record certain amounts deferred by the Participant
in accordance with Article IV hereof.
“Determination Date”
means the date on which delivery of a Participant’s deferred
Stock Awards or Cash Compensation is made or commences, as
determined in accordance with Section 5.1.
“Director” means an
individual who is serving as a member of the Board.
“Eligible Director”
means each Director who is not an employee of the Company or of any
of its subsidiaries.
“Money Market
Equivalents” means a phantom investment benchmark that is
used to measure the return credited to a Participant’s
Deferred Compensation Account. To the extent Money Market
Equivalents are elected,
interest equivalents will be credited to the
Participant’s Deferred Compensation Account as of the last
day of each calendar month based upon the average daily balance in
the account for the month and the IMONEY NET First Tier
Institutional Index benchmark return for the month as determined
from Northern Trust or a similar or equivalent index of money fund
assets to be determined by the Committee to be in effect from time
to time.
“Participant” means an
Eligible Director who is granted Stock Awards pursuant to Article
III.
“Stock Award” means an
award of shares of Common Stock, restricted Common Stock or
restricted Stock Units pursuant to Article III.
“Stock Unit” means a
unit which represents the right to receive one share of Common
Stock under such terms and conditions as may be prescribed by the
Committee and this Plan.
“S&P 500 Index”
means a phantom investment benchmark that is used to measure the
return credited to a Participant’s Deferred Compensation
Account. To the extent S&P 500 Equivalents are elected, the
earnings (or loss) equivalents will be credited (or debited) to the
Participant’s Deferred Compensation Account as of the last
day of each calendar quarter based upon the balance in the account
as of the last day of the quarter and the returns realized by the
Standard & Poor’s 500 Index for the
quarter.
ARTICLE II
ADMINISTRATION OF THE
PLAN
2.1 Committee . This Plan
shall be administered by the Committee.
2.2 Committee’s Powers
. Subject to the provisions hereof, the Committee shall have full
and exclusive power and authority to administer this Plan and to
take all actions which are specifically contemplated hereby or are
necessary or appropriate in connection with the administration
hereof. The Committee shall also have full and exclusive power to
interpret this Plan and to adopt such rules, regulations, and
guidelines for carrying out this Plan as it may deem necessary or
proper, all of which powers shall be exercised in the best
interests of the Company and in keeping with the objectives of this
Plan. The Committee shall also have the full and exclusive power to
adopt rules, procedures, guidelines and sub-plans to this Plan
relating to the operation and administration of the Plan to
accommodate the specific requirements of local laws and procedures
in foreign jurisdictions. The Committee may, in its discretion,
determine the eligibility of individuals to participate herein,
determine the amount of Stock Awards or Cash Compensation a
Participant may elect to defer, or waive any restriction or other
provision of this Plan. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in this Plan in
the manner and to the extent the Committee deems necessary or
desirable to carry it into effect.
2.3 Committee Determinations
Conclusive . Any decision of the Committee in the
interpretation and administration of this Plan shall lie within its
sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned.
2.4 Committee Liability . No
member of the Committee or officer of the Company to whom the
Committee has delegated authority in accordance with the provisions
of Section 2.5 of this Plan shall be liable for anything done
or omitted to be done by him or her, by any member of the Committee
or by an officer of the Company in connection with the performance
of any duties under this Plan, except for his or her own willful
misconduct or as expressly provided by statute.
2.5 Delegation of Authority .
The Committee may delegate to the Chief Executive Officer and to
other senior officers of the Company its duties under this Plan
(other than its granting authority described in Article III)
pursuant to such conditions or limitations as the Committee may
establish.
2
ARTICLE III
STOCK AWARDS
3.1 Shares Available . There
shall be available for Stock Awards during the term of this Plan an
aggregate of 300,000 shares of Common Stock (as adjusted to reflect
the 2-for-1 stock split effected in 2007 (the “Stock
Split”)). Shares of Common Stock will be made available from
either the Company’s authorized but unissued shares or
treasury shares that have been issued but reacquired by the
Company.
3.2 Annual Grants . On each
Annual Director Award Date all Eligible Directors shall be granted
a Stock Award with respect to a number of shares of Common Stock in
the form of a number of shares of Common Stock, restricted Common
Stock or restricted Stock Units, with the form and amount of such
Stock Awards to be determined by the Committee; provided however
that (1) each such annual Stock Award may not exceed 4,000
shares of Common Stock (as adjusted for the Stock Split),
restricted Common Stock or restricted Stock Units, and (2) no
more than 60,000 shares of Common Stock (as adjusted for the Stock
Split), restricted Common Stock or restricted Stock Units may be
awarded in any calendar year. The Stock Award shall be subject to
such terms, conditions and restrictions (including vesting) as the
Committee may determine in its discretion in connection with such
award.
ARTICLE IV
DEFERRAL ELECTION AND
ACCOUNTS
4.1 Deferral Election . A
Director, at the discretion of the Committee, may irrevocably elect
to defer the receipt of all or part of a Stock Award and/or Cash
Compensation by submitting a Deferral Election in the manner
specified by the Committee. The Deferral Election (i) shall
specify the number of shares of Common Stock the receipt of which
the Participant elects to defer and/or the amount or percentage of
Cash Compensation, (ii) shall designate the period of deferral
among the choices provided in Section 5.1, and (iii) may
not be revoked or modified.
4.2 Timing of Elections . For
annual grants of Stock Awards pursuant to Section 3.2,
Deferral Elections must be made (i) for Stock Awards, no later
than the last day of the calendar year preceding the Annual
Director Award Date and (ii) for Cash Compensation, no later
than the last day of the calendar year immediately preceding the
calendar year in which such payments would have otherwise been
paid. Effective beginning in 2008, Deferral Elections may be
completed by newly appointed Eligible Directors no later than the
date that is 30 days after the date such individual first becomes
an Eligible Director; provided that such Deferral Election may
apply solely to Stock Awards or Cash Compensat
