Exhibit 10.3
SCHLUMBERGER 1998 STOCK OPTION
PLAN
(As Established Effective
January 21, 1998)
Second Amendment
Schlumberger Limited, a Netherlands
Antilles corporation, having heretofore adopted the Schlumberger
1998 Stock Option Plan, as established effective January 21,
1998, 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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The last
sentence of Section 3(b) of the Plan is hereby amended to read
as follows:
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“Except in the case of death
or disability (as described in Section 5(c)(iv)(B) or
5(c)(v)(B)), no Stock Option shall vest or become exercisable with
respect to any portion of the shares of Common Stock thereunder
unless and until the recipient remains in the employment of the
Company or a subsidiary for a period of at least one (1) year
from the date of grant of the option (which provision shall not be
construed to impair in any way the right of the Company or
subsidiary to terminate such employment).”
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2.
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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) Subject to the
requirements of Section 3(b), 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 communicate to the optionee in
communicating 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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3.
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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 or the remainder of the Option Period whichever is
less, provided that such option may be exercised 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 commence on the date of the optionee’s death and
shall end sixty (60) months thereafter 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
commence on the date of the optionee’s termination of
employment and shall end sixty (60) months thereafter 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.
