WEATHERFORD VARIABLE COMPENSATION PLAN

I. PURPOSE

The Weatherford Variable Compensation Plan (the “Plan”) has been designed to motivate and reward employees whose efforts impact the performance of Weatherford International Ltd. and its subsidiaries and affiliates (the “Company”) through the achievement of pre-established financial objectives.

Performance under the Plan is measured on the Company’s applicable fiscal (calendar) year and any declared payments under the Plan are made after the end of the fiscal year.

II. ELIGIBILITY

Officers and key management employees of the Company are eligible to participate in the Plan upon designation by the Chief Executive Officer of Weatherford. An employee who is eligible to participate in a sales commission plan of the Company is not eligible to participate in the Plan. Eligibility of employees on day rates, per diems and special pay programs will be determined by Division Presidents for their Divisions. Participation in the Plan is not automatic, and only those eligible employees who have been designated by the Chief Executive Officer shall participate in the Plan. Employees must have six months of employment to be eligible for the plan. Bonus payments for employees not employed for a full year will be prorated.

III. AWARD CRITERIA

The Compensation Committee of the Board and the Chief Executive Officer of Weatherford are responsible for approving the Company financial objectives that are used to determine awards under this Plan. Financial objectives for group operating units at the Divisional levels will be established by the appropriate manager, subject to overall approval by the Chief Executive Officer. Performance under the Plan will be determined based on:

          EBIT (in absolute $ terms)
          Working Capital Ratios

___% of the bonus award, if any, will be based on EBIT and ___% on working capital ratios. The Company reserves the right on a Company-wide or case-by-case basis to adjust the EBIT and/or working capital ratio targets of the Divisions or Corporate to reflect the impact of acquisitions, changes in our industry, changes in our financial performance and any other circumstances at the sole discretion of the Company’s Chief Executive Officer.

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IV. AWARD CATEGORIES

A participant may have Corporate, Division or group operating unit financial objectives, depending on where employed.

V. TARGET AWARDS

A target award percentage is established for each position eligible to participate in the Plan as a percentage of base annual salary. Target awards may vary depending on the participant’s position and base salary.

Generally, the participating employee receives the target award when performance under the Plan meets, but does not exceed, the pre-established financial objectives.

VI. PERFORMANCE MEASUREMENT

 

 

 

Minimum

 

This is the lowest level of performance for which an award will be generated. There will be no payment for performance below the minimum level of performance.

 

 

 

Target Performance

 

This is the expected, or budgeted, level of performance and the award paid for target performance is the Target Award.

 

 

 

Maximum

 

This is the performance level for which the maximum award under the plan will be paid. This is paid for a performance level at or above the maximum threshold.

VII. AWARD CALCULATION

Attainment of the financial objectives of the Plan is measured based on actual financial results as compared to Plan targets, with performance above or below Plan targets prorated up/down to the maximum/minimum levels established for each financial objective. The cost of the bonus payouts must be included in the financial results to be measured.

VIII. ALTERNATIVE CALCULATIONS

There may be circumstances under which the financial performance of the Company does not generate an award under the Plan. The nature and scope of the Company’s operations are such that at times unanticipated economic and market conditions may render pre-established financial objectives unattainable in any given Plan year. If, in the opinion of the Chief Executive Officer, such circumstances should arise, an alternative bonus calculation may be performed.

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IX. MODIFICATIONS

If, during a Plan year, there has occurred or should occur, in the opinion of the Company’s Chief Executive Officer, a significant beneficial or adverse change in economic conditions, the indicators of growth or recession in the Company’s business segments, the nature of the operations of the Company, or applicable laws, regulations or accounting practices, or other matters that were not anticipated by the Company when it approved Corporate, Division and group operating unit financial objectives for the Plan year and which, in Management’s judgment, had or have or are expected to have a positive or negative effect on the Company, the Chief Executive Officer may modify or revise the financial objectives for the Plan year in such manner as he deems appropriate in his sole judgment. By way of illustration, and not limitation, such significant changes might result from sales of assets, or mergers, acquisitions, divestiture, or spin-offs.

Notwithstanding the above, the Plan is subject to suspension or termination at any time (even if the financial objectives of the Plan have been achieved) by the Chief Executive Officer of the Company, if, in his sole judgment, conditions or circumstance exist or may exist that had, have or are expected to have a negative effect on the Company.

X. PAYMENT

Any Plan awards earned and declared for a Plan year will be paid in February or March of the following year. Payment may be in the form of cash or common shares of the Company. The form of payment will be determined by the Compensation Committee of the Board and the CEO.

Employees terminating prior to the date on which awards are paid are not eligible for payment of any award under this Plan unless termination is due to death or retirement. In such cases, any bonus payments will be prorated to the date of termination and determined on the basis of bonuses actually paid to similarly situated employees.

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Annual Incentive Plan Structure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bonus as Percent of Base

 

 

Group

 

Min.

 

Target

 

Max.

 

Financial Objective Weighting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate CEO

 

 

60

%

 

 

120

%

 

 

180

%

 

__% EBIT and __% Working Capital Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.

 

 

Corporate employees based
100% on Corporate results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Division Presidents
Corporate Sr. VP’s

 

 

50

%

 

 

95

%

 

 

145

%

 

 

2.

 

 

Division Presidents — Bonus is based 80% on Division results and 20% on Corporate results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate VP’s

 

 

40

%

 

 

80

%

 

 

120

%

 

 

3.

 

 

All others based on Division
results or group results as
determined by Division Presidents

 

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FORM OF AWARD LETTER

____________, ____

Re: Variable Compensation Plan Award

Dear Weatherford Employee:

We are pleased to advise you that your award under the Weatherford Variable Compensation Plan for year ___will be ___. Thank you for your hard work and efforts during ___on Weatherford’s behalf.

Sincerely,

Weatherford International Ltd.

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