Exhibit 10.4
SCHLUMBERGER 2001 STOCK OPTION
PLAN
(As Established Effective
February 16, 2001)
First Amendment
Schlumberger Limited, a Netherlands
Antilles corporation, having heretofore adopted the Schlumberger
2001 Stock Option Plan, as established effective February 16,
2001, 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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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.
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.
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.
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.
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.
Notwithstanding the foregoing,
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