Exhibit 10.1
SCHLUMBERGER 1994 STOCK OPTION
PLAN
(As Established Effective
January 26, 1994,
and conformed to include
amendments through January 1, 2009)
This Stock Option Plan (the
“Plan”) is intended as an incentive to key employees of
Schlumberger Limited (the “Company”) and its
subsidiaries. Its purposes are to retain employees with a high
degree of training, experience and ability, to attract new
employees whose services are considered unusually valuable, to
encourage the sense of proprietorship of such persons and to
stimulate the active interest of such persons in the development
and financial success of the Company.
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2.
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Administration
of the Plan
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(a) The Board of Directors shall
appoint and maintain a Compensation Committee (the
“Committee”) which shall consist of at least three
(3) members of the Board of Directors, none of whom is an
officer or employee of the Company, who shall serve at the pleasure
of the Board. The Committee may from time to time grant incentive
stock options and non-qualified stock options (“Stock
Options”), under the Plan to the persons described in
Section 3 hereof. No member of such Committee shall be
eligible to receive Stock Options under this Plan during his or her
tenure on the Committee. Members of the Committee shall be subject
to any additional restrictions necessary to satisfy the
disinterested administration of the Plan as set forth in Rule 16b-3
under the United States Securities Exchange Act of 1934 (the
“Act”) as it may be amended from time to
time.
(b) The Committee shall have full
power and authority to interpret the provisions of the Plan and
supervise its administration. All decisions and selections made by
the Committee pursuant to the provisions of the Plan shall be made
by a majority of its members. Any decision reduced to writing and
signed by a majority of the members shall be fully effective as if
adopted by a majority at a meeting duly held. Subject to the
provisions of the Plan, the Committee shall have full and final
authority to determine the persons to whom Stock Options hereunder
shall be granted, the number of shares to be covered by each Stock
Option except that no optionee may be granted options for more than
1,000,000 shares during the life of the Plan, and whether such
Stock Option shall be designated an “incentive stock
option” or a “non-qualified stock
option.”
(c) No member of the Committee shall
be liable for anything done or omitted to be done by him or by her
or any other member of the Committee in connection with the Plan,
except for his or her own willful misconduct or as expressly
provided by statute.
(d) If the exercise period of an
outstanding Stock Option is continued following a holder’s
termination of employment as provided in Section 5, and the
holder engages in “detrimental activity” as described
in Section 5, the Committee shall have the authority in its
discretion to cause such option to be forfeited and certain option
exercises thereunder to be rescinded as provided for in
Section 5.
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3.
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Grants
of Stock Options
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(a) The persons eligible for
participation in the Plan as recipients of Stock Options shall
include only employees of the Company or its subsidiary
corporations as defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended from time to time (the
“Code”) and hereinafter referred to as
“subsidiaries” who are executive, administrative,
professional or technical personnel who have responsibilities
affecting the management, direction, development and financial
success of the Company or its subsidiaries. No Director of the
Company who is not also an employee is eligible to participate in
the Plan, nor is any employee who owns directly or indirectly stock
possessing more than five percent (5%) of the total combined
voting power or value of all classes of stock of the Company or any
subsidiary. An employee may receive more than one grant of Stock
Options at the Committee’s discretion including simultaneous
grants of different forms of Stock Options.
(b) The Committee in granting Stock
Options hereunder shall have discretion to determine the terms and
conditions upon which such Stock Options may be exercisable. Each
grant of a Stock Option shall be confirmed by an Agreement
consistent with this Plan which shall be executed by the Company
and by the person to whom such Stock Option is granted. All such
Agreements shall contain a provision providing that the Stock
Option shall not be exercisable unless 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 any such Agreement, subject to
the right of the Company or subsidiary to terminate such
employment.
(c) For purposes of this Plan,
employment with the Company shall include employment with any
subsidiary of the Company, and Stock Options granted under this
Plan shall not be affected by an employee’s transfer of
employment from the Company to a subsidiary, from a subsidiary to
the Company or between subsidiaries. The foregoing notwithstanding,
with respect to an employee whose employment is transferred
directly and without interruption to a corporation, limited
liability company or other entity (an “M-I Company”)
pursuant to and in accordance with the terms of that certain
Amended and Restated Organization Agreement and other agreements in
connection therewith by and among Smith International, Inc.,
Schlumberger, et al ., dated as of July 13, 1999, such
employee’s employment with the Company shall include
employment with an M-I Company for purposes of exercising such
employee’s outstanding Stock Options as of the transfer date,
and any such Stock Option shall not be affected by such
employee’s subsequent transfer of employment directly and
without interruption from an M-I Company to the Company or any of
its subsidiaries, from the Company or any of its subsidiaries to an
M-I Company or between M-I Companies.
(d) The purchase price of the shares
as to which a Stock Option is exercised shall be paid in full at
the time of the exercise: (i) in cash or by certified check;
(ii) in the discretion of the Committee, by the delivery of
shares of Schlumberger Common Stock with a fair market value (as
determined according to Section 5(b) of the Plan) at the time
of exercise equal to the total option price; or (iii) in the
discretion of the Committee, by a combination of the methods
described in (i) and (ii).
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4.
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Shares
Subject to the Plan
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Subject to adjustment as provided in
Section 8 hereof, there shall be subject to the Plan
10,000,000 shares of Common Stock, par value $0.01 per share, of
the Company (the “Shares”). The Shares subject to the
Plan shall consist of authorized and unissued shares or previously
issued shares reacquired and held by the Company or any subsidiary.
Should any Stock Option expire or be terminated prior to its
exercise in full and prior to the termination of the Plan, the
Shares theretofore subject to such Stock Option shall be available
for further grants under the Plan. Until termination of the Plan,
the Company and/or one or more subsidiaries shall at all times make
available a sufficient number of Shares to meet the requirements of
the Plan. After termination of the Plan, the number of Shares
reserved for purposes of the Plan from time to time shall be only
such number of Shares as are issuable under then outstanding Stock
Options.
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5.
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Terms
of Stock Options
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(a) Stock Options granted under this
Plan which are designated as “incentive stock options”
may be granted with respect to any number of Shares, subject to the
limitation that the aggregate fair market value of such Shares
(determined in accordance with Section 5(b) of the Plan at the
time the option is granted) with respect to which such options are
exercisable for the first time by an employee during any one
calendar year (under all such plans of the Company and any
subsidiary of the Company) shall not exceed $100,000. To the extent
that the aggregate fair market value of Shares with respect to
which incentive stock options (determined without regard to this
subsection) are exercisable for the first time by any employee
during any calendar year (under all plans of the employer
corporation and its parent and subsidiary corporations) exceeds
$100,000, such options shall be treated as options which are not
incentive stock options. No Stock Options shall be granted pursuant
to the Plan after January 26, 2004.
(b) The purchase price of each Share
subject to a Stock Option shall be determined by the Committee
prior to granting a Stock Option. The Committee shall set the
purchase price for each Share at either the fair market value (the
“Fair Market Value”) of each Share on the date the
Stock Option is granted, or at such other price as the Committee in
its sole discretion shall determine, but not less than one hundred
percent (100%) of such Fair Market Value. The Fair Market
Value of a Share on a particular date shall be deemed to be the
mean between the highest and lowest composite sales price per share
of the Common Stock in the New York Stock Exchange Composite
Transactions Quotations, as reported for that date, or, if there
shall have been no such reported prices for that date, the reported
mean price on the last preceding date on which a composite sale or
sales were effected on one or more of the exchanges on which the
Shares were traded.
(c) (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”). For the avoidance of doubt, in no
event shall the provisions of this Section 5(c)(i) apply to
any Stock Option held by an optionee whose employment terminated
due to death or disability prior to January 17,
2008.
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(ii) Except as provided in paragraph
(e) below, the right to purchase Shares shall be cumulative so
that when the right to purchase any Shares has accrued such Shares
or any part thereof may be purchased at any time thereafter until
the expiration or termination of the Stock Option.
(iii) At any time after the granting
of any such Stock Option, the Committee may accelerate the
installment exercise dates (subject, however, to any applicable
limitations concerning options designated “incentive stock
options”).
(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