Amendment to Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan

Summary

Baker Hughes Incorporated has amended its 2002 Director & Officer Long-Term Incentive Plan. The amendment, approved by the Board of Directors, changes the vesting schedule for Director Options. Now, unless otherwise specified in the award agreement, Director Options will vest and become exercisable one year after the grant date, and award agreements cannot allow for earlier exercise. This amendment was adopted on October 27, 2005.

EX-10.3 4 h29684exv10w3.htm AMENDMENT TO 2002 DIRECTOR & OFFICER LONG-TERM INCENTIVE PLAN exv10w3  

Exhibit 10.3
AMENDMENT TO
THE BAKER HUGHES INCORPORATED
2002 DIRECTOR & OFFICER
LONG-TERM INCENTIVE PLAN
     THIS AGREEMENT by Baker Hughes Incorporated, a Delaware Corporation (the “Company”),
W I T N E S S E T H:
     WHEREAS, the Board of Directors of the Company previously adopted the plan agreement known as the “Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan” (the “Plan”);
     WHEREAS, the Board of Directors of the Company retained the right in Article 15 of the Plan to amend the Plan from time to time; and
     WHEREAS, the Board of Directors of the Company has approved the following amendment to the Plan;
     NOW, THEREFORE, clause iii of Section 8(b) of Article 6 of the Plan is hereby amended and restated in its entirety to provide as follows:
  iii.   Except as may be otherwise specified in the Award Agreement setting forth the terms of a Director Option, a Director Option shall vest and become exercisable on the first anniversary of the date of grant of the Director Option. An Award Agreement setting forth the terms of a Director Option may not specify that the Director Option is exercisable earlier than the first anniversary of the date of grant of the Director Option.
Adopted: October 27, 2005