Exhibit 10.2
SCHLUMBERGER 1994 STOCK OPTION
PLAN
(As Established Effective
January 26, 1994)
Fourth Amendment
Schlumberger Limited, a Netherlands
Antilles corporation, having heretofore adopted the Schlumberger
1994 Stock Option Plan, as established effective January 26,
1994, and having reserved the right under Section 12 thereof
to amend the Plan, does hereby amend the Plan, generally effective
January 17, 2008, or as otherwise specified below, as
follows:
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1.
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Section 5(c)(i) of the Plan is hereby
amended in its entirety to read as follows:
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“(i) Each Stock Option granted
hereunder shall be exercisable in one or more installments (annual
or other) on such date or dates as the Committee may in its sole
discretion determine, and the terms of such exercise shall be set
forth in the Stock Option Agreement covering the grant of the
option, provided that no Stock Option may be exercised after the
expiration of ten (10) years from the date such option is
granted (the maximum term established by the Committee with respect
to a particular Stock Option is hereinafter referred to as the
‘Option Period’).”
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2.
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Section 5(c)(iv) of the Plan is hereby
amended in its entirely to read as follows:
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“(iv) Termination of
Employment and Subsequent Events.
(A) If the optionee’s
employment with the Company is terminated with the consent of the
Company and provided such employment is not terminated for cause
(of which the Committee shall be the sole judge), the Committee may
permit such Stock Option to be exercised by such optionee at any
time during the period of three (3) months after such
termination, provided that such option may be exercised before
expiration and within such three-month period only to the extent it
was exercisable on the date of such termination.
(B) In the event an optionee dies
while in the employ of the Company, any outstanding Stock Option
shall automatically become fully vested and exercisable by the
person or persons entitled thereto under the optionee’s will
or the laws of descent and distribution during the
‘Post-Death Exercise Period.’ The Post-Death Exercise
Period shall be a period commencing on the date of death and ending
(i) for Stock Options granted on or after October 19,
1994, sixty (60) months after the date of death or the
remainder of the Option Period, whichever is less, and
(ii) for all other Stock Options, twelve (12) months
after the date of death or the remainder of the Option Period,
whichever is less.
(C) In the event an optionee dies
after termination of employment but prior to the exercise in full
of any Stock Option which was exercisable on the date of such
termination, such option may be exercised before expiration of its
term by the person or persons entitled thereto under the
optionee’s will or the laws of descent and distribution
during the Post-Death Exercise Period to the extent exercisable by
the optionee at the date of death. For purposes of this
Section 5(c)(iv)(C), the Post-Death Exercise Period shall be a
period commencing on the date of the optionee’s termination
of employment and ending (i) for Stock Options granted on or
after October 19, 1994, sixty (60) months after the date
of termination of employment or the remainder of the Option Period,
whichever is less, and (ii) for all other Stock Options,
twelve (12) months after the date of death or the remainder of
the Option Period, whichever is less.
(D) If the optionee’s
employment with the Company is terminated without the consent of
the Company for any reason other than the death of the optionee, or
if the optionee’s employment with the Company is terminated
for cause, his or her rights under any then outstanding Stock
Option shall terminate immediately. The Committee shall be the sole
judge of whether the optionee’s employment is terminated
without the consent of the Company or for cause.
(E)
