Baker Hughes Incorporated
|
3900 Essex Lane, Suite 1200 | |
| Houston, Texas 77027 | ||
| P. O. Box 4740 | ||
| Houston, Texas 77210-4740 | ||
| Tel 713-439-8751 | ||
| Fax 713-439-8966 | ||
| chad.deaton@bakerhughes.com | ||
| Chad C. Deaton | ||
| Chairman of the Board and | ||
| Chief Executive Officer |
/s/
Chad Deaton |
||
Chad C. Deaton |
||
Chairman and Chief Executive Officer |
Baker Hughes Incorporated |
||
| 3900 Essex Lane, Suite 1200 | ||
| Houston, Texas 77027-5177 | ||
February 15, 2001
|
P.O. Box 4740 (77210-4740) | |
| Tel 713-439-8351 | ||
| Fax 713-439-8966 | ||
| andy.szescila@bakerhughes.com | ||
| Andrew J. Szescila | ||
| Chief Operating Officer |
| 1. | The effective date will be approximately March 1, 2001. | |
| 2. | The position is classified as an Executive Salary Grade 5. Your base salary will be $24,166.67 per month, paid biweekly as earned, effective the date of your employment. | |
| 3. | The compensation package includes participation in the Companys incentive compensation program. Bonus levels for Grade 5 are 50% Expected Value (EV). Bonus levels are based upon your base salary and are contingent upon the Company achieving predetermined financial results set in connection with the Companys annual fiscal year plan and approval by the Compensation Committee of the Board of Directors. You will be eligible to participate in the 2001 fiscal year incentive compensation program, on a prorated basis, which commences on January 1, 2001. | |
| 4. | You will be eligible to participate in the Company-sponsored Thrift (401k) Plan, Supplemental Retirement Plan (SRP) and Employee Stock Purchase Plan at the next entrance date for each of the Plans (Thrift & SRP = approximately April, 2001; and Employee Stock Purchase Plan = January 1, 2002). |
| James Roderick Clark | Page 1 of 3 |
| 5. | Insurance coverage available to you upon date of employment will include a choice of several levels of medical and dental insurance, including vision care, as well as life, accidental death and dismemberment, short- and long-term disability and business travel accident insurance. | |
| 6. | Vacation is advanced to each employees vacation bank each January 1, the beginning of the fiscal year. You will be eligible for four (4) weeks of vacation in 2001. | |
| 7. | You will be eligible for a perquisite bank in the amount of $15,000.00, which entitles you to a choice of executive perquisites in accordance with this programs guidelines. A copy of the policy covering the perquisite program is enclosed. | |
| 8. | You will be covered by the Companys Executive Severance Policy, which covers all U.S. based executives. Its purpose is to provide executives, who are terminated for specific reasons, an income for a fixed period of time while actively looking for other employment. | |
| 9. | As an inducement to accept this offer, and subject to you becoming employed at BHI, you will be granted a stock option for 25,000 shares of BHI common stock. This option grant is subject to the approval of the Compensation Committee of the BHI Board of Directors. The strike price per share for the shares covered by this option grant will be the market price per share of BHI common stock on the date of the grant, which will be the date upon which the grant is approved by the Compensation Committee. This option will vest as follows: 33-1/3% will vest on the one year anniversary date of this option grant, 33-1/3% will vest on the two year anniversary of this option grant and the remaining 33-1/3% will vest on the third year anniversary of this option grant. The option will have a term of ten years, subject to the terms of the BHI Stock Option Plan. | |
| 10. | Because you will be President of Baker Petrolite, you will be required to own common stock in Baker Hughes, Inc. equal to two times base salary within five years from the date of your employment. Subject to approval of the Compensation Committee of the Board, effective March 1, 2002, you will receive a one-time grant of restricted common stock of the Company equal to the number of shares of common stock of the Company that you own on March 1, 2002, not to exceed 25, 000 shares. Vesting of these restricted shares will occur upon retirement from the Company, involuntary termination (unless due to cause), permanent disability or death and is subject to other terms and conditions of the grant. Retirement for this purpose means attaining age 55 with at least 10 years of service with the Company. On the first day of employment, you will be credited with five years of service for purposes of this program. |
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| AGREED AND ACCEPTED: |
| James Roderick Clark | Page 3 of 3 |