Baker Hughes Incorporated Incentive Stock Option Assumption Agreement with BJ Services Company Option Holder

Contract Categories: Human Resources › Compensation Agreements
Summary

This agreement is between Baker Hughes Incorporated (BHI) and a holder of an incentive stock option originally granted by BJ Services Company (BJS). Following a merger agreement, BHI assumes the outstanding stock option, allowing the holder to purchase BHI shares at a specified price. The terms of the original option agreement and plan continue to apply, except as modified by this assumption. The holder must accept the new terms to exercise the option for BHI shares.

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EX-4.5 4 h72191exv4w5.htm EX-4.5 exv4w5
Exhibit 4.5
BAKER HUGHES INCORPORATED
INCENTIVE STOCK OPTION ASSUMPTION AGREEMENT
         
Holder:
       
 
        
Number of Shares Subject to the Assumed Stock Option:
        
 
  
 
 		   
Exercise Price per Share:
   $
 
 		   
ASSUMPTION OF INCENTIVE STOCK OPTION
     In accordance with the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 30, 2009, among Baker Hughes Incorporated, a Delaware corporation (“BHI”), its wholly owned subsidiary, BSA Acquisition LLC, a Delaware limited liability company and BJ Services Company, a Delaware corporation (“BJS”), your outstanding incentive stock option to purchase                       shares of common stock of BJS (the “Stock Option”) granted under the BJ Services Company                       Incentive Plan (the “Plan”) on                                            has been assumed by BHI and become an option to purchase that number of shares of common stock of BHI set forth above at the exercise price per share in United States dollars set forth above (the “Assumed Stock Option”).
     The Assumed Stock Option shall be exercisable in accordance with the terms of the agreement evidencing the Stock Option (the “Option Agreement”) and the Plan, as modified as specified above.
     In accepting the Assumed Stock Option you accept and agree to be bound by all the terms and conditions of the Option Agreement, the Plan and this Incentive Stock Option Assumption Agreement.
             
    BAKER HUGHES INCORPORATED    
 
            
 
   By:        
 
      
 
    
 
   Name:        
 
      
 
    
 
   Title: