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National-Oilwell Varco DEF 14A 2010

Documents found in this filing:

  1. Def 14A
  2. Graphic
  3. Graphic
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def14a
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.      )
Filed by the Registrant þ
Filed by a Party Other than the Registrant o
Check the Appropriate Box
o   Preliminary Proxy Statement
 
o   Confidential for Use of the Commission only (as permitted by Rule 14a-6(e)(2)).
 
þ   Definitive Proxy Statement
 
o   Definitive Additional Materials
 
o   Soliciting Material Pursuant to § 240.14a-12.
National Oilwell Varco, Inc.
 
(Name of Registrant as Specified In Its Charter)
 
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
þ   No fee required.
 
o   Fee computed on table below per Exchange Act Rules 14-a6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
 
(2) Aggregate number of securities to which the transaction applies;
 
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined.)
 
4) Proposed maximum aggregate value of transaction:
 
5) Total fee paid:
 
o   Fee paid previously with preliminary materials.
 
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement num- ber, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
 
2) Form, Schedule or Registration Statement No.:
 
3) Filing Party:
 
4) Date Filed:
 

 


 

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(NOV LOGO)
NATIONAL OILWELL VARCO, INC.
7909 Parkwood Circle Drive
Houston, Texas 77036
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 12, 2010
     
DATE:
  Wednesday, May 12, 2010
TIME:
  10:00 a.m. (Houston time)
PLACE:
  National Oilwell Varco
7909 Parkwood Circle Dr.
Houston, Texas 77036
The 2010 annual meeting of stockholders of National Oilwell Varco, Inc. will be held at the Company’s corporate headquarters located at 7909 Parkwood Circle Drive, Houston, Texas on Wednesday, May 12, 2010, at 10:00 a.m. local time, for the following purposes:
  1.   To elect three directors to hold office for a three-year term;
 
  2.   To consider and act upon a proposal to ratify the appointment of Ernst & Young LLP as independent auditors of the company for 2010; and
 
  3.   To consider and act upon any other matters that may properly come before the annual meeting or any postponement or adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE THREE NOMINEES FOR DIRECTOR AND FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR 2010.
The Board of Directors has set March 23, 2010 as the record date for the annual meeting of the stockholders (“Annual Meeting”). If you were a stockholder of record at the close of business on March 23, 2010, you are entitled to vote at the Annual Meeting. A complete list of these stockholders will be available for examination at the Annual Meeting and during ordinary business hours at our offices at 7909 Parkwood Circle Drive, Houston, Texas for a period of ten days prior to the Annual Meeting.
You are cordially invited to join us at the Annual Meeting. However, to ensure your representation, we request that you return your signed proxy card at your earliest convenience, whether or not you plan to attend the Annual Meeting. You may revoke your proxy at any time if you wish to attend and vote in person.
By Order of the Board of Directors
/s/ Dwight W. Rettig
Dwight W. Rettig
Senior Vice President, General Counsel and Secretary
Houston, Texas
April 1, 2010

 


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NATIONAL OILWELL VARCO, INC.
7909 Parkwood Circle Drive
Houston, Texas 77036
PROXY STATEMENT
Except as otherwise specifically noted in this Proxy Statement, the “Company,” “we,” “our,” “us,” and similar words in this Proxy Statement refer to National Oilwell Varco, Inc.
         
ANNUAL MEETING:
  Date:   Wednesday, May 12, 2010
 
  Time:   10:00 a.m. (Houston time)
 
  Place:   National Oilwell Varco
7909 Parkwood Circle Dr.
Houston, Texas 77036
 
       
AGENDA:   Proposal 1: For the election of three nominees as directors of the Company for a term of three years.
 
       
    Proposal 2: For the ratification of the appointment of Ernst & Young LLP as independent auditors of the Company.
     
RECORD DATE/WHO CAN VOTE:
  All stockholders of record at the close of business on March 23, 2010 are entitled to vote. The only class of securities entitled to vote at the Annual Meeting is National Oilwell Varco common stock. Holders of National Oilwell Varco common stock are entitled to one vote per share at the Annual Meeting.
 
   
PROXIES SOLICITED BY:
  Your vote and proxy is being solicited by the Board of Directors for use at the Annual Meeting. This Proxy Statement and enclosed proxy card is being sent on behalf of the Board of Directors to all stockholders beginning on or about April 1, 2010. By completing, signing and returning your proxy card, you will authorize the persons named on the proxy card to vote your shares according to your instructions.
 
   
PROXIES:
  If your properly executed proxy does not indicate how you wish to vote your common stock, the persons named on the proxy card will vote FOR election of the three nominees for director (Proposal 1) and FOR the ratification of the appointment of Ernst & Young LLP as independent auditors (Proposal 2).
 
   
REVOKING YOUR PROXY:
  You can revoke your proxy at any time prior to the time that the vote is taken at the meeting by: (i) filing a written notice revoking your proxy; (ii) filing another proxy bearing a later date; or (iii) casting your vote in person at the Annual Meeting. Your last vote will be the vote that is counted.
 
   
QUORUM:
  As of March 23, 2010, there were 419,026,271 shares of National Oilwell Varco common stock issued and outstanding.

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  The holders of these shares have the right to cast one vote for each share held by them. The presence, in person or by proxy, of stockholders entitled to cast at least 209,513,136 votes constitutes a quorum for adopting the proposals at the Annual Meeting. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining a quorum, as will broker non-votes. A broker non-vote occurs when a broker is not permitted to vote on a matter without instructions from the beneficial owner of the shares and no instruction is given. If you have properly signed and returned your proxy card by mail, you will be considered part of the quorum, and the persons named on the proxy card will vote your shares as you have instructed them.
 
   
VOTE REQUIRED FOR APPROVAL:
  For the proposal to elect the three director nominees (Proposal 1), our bylaws require that each director nominee be elected by the majority of votes cast with respect to such nominee (i.e., the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that nominee). For additional information regarding our majority voting policy, see page 5 of the proxy statement. You cannot abstain in the election of directors and broker non-votes are not counted. Please note that starting this year the rules that determine how your broker can vote your shares have changed. Brokers may no longer vote your shares on the election of directors in the absence of your specific instructions as to how to vote. Please provide your broker with voting instructions so that your vote can be counted.
 
   
 
  Approval of the proposal to ratify the appointment of Ernst & Young LLP as independent auditors (Proposal 2) will require the affirmative vote of a majority of the shares of our common stock entitled to vote and present in person or by proxy. An abstention will have the same effect as a vote “against” such proposal.
 
   
MULTIPLE PROXY CARDS:
  If you receive multiple proxy cards, this indicates that your shares are held in more than one account, such as two brokerage accounts, and are registered in different names. You should vote each of the proxy cards to ensure that all of your shares are voted.
 
   
HOUSEHOLDING:
  The U.S. Securities and Exchange Commission, or SEC, has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a copy of these materials, other than the Proxy Card, to those stockholders. This process, which is commonly referred to as “householding,” can mean extra convenience for stockholders and cost savings for the Company.

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  Beneficial stockholders can request information about householding from their banks, brokers, or other holders of record. Through householding, stockholders of record who have the same address and last name will receive only one copy of our Proxy Statement and Annual Report, unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure will reduce printing costs and postage fees.
 
   
 
  Stockholders who participate in householding will continue to receive separate Proxy Cards. If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of Proxy Statements and Annual Reports, or if you hold stock in more than one account and wish to receive only a single copy of the Proxy Statement or Annual Report for your household, please contact Broadridge Householding Department, in writing, at 51 Mercedes Way, Edgewood, New York 11717, or by phone at (800) 542-1061. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statement and Annual Report, please notify your broker if you are a beneficial stockholder.
 
   
COST OF PROXY SOLICITATION:
  We have retained InvestorCom, Inc. to solicit proxies from our stockholders at an estimated fee of $4,500, plus expenses. This fee does not include the costs of preparing, printing, assembling, delivering and mailing the Proxy Statement. The Company will pay for the cost of soliciting proxies. Some of our directors, officers and employees may also solicit proxies personally, without any additional compensation, by telephone or mail. Proxy materials also will be furnished without cost to brokers and other nominees to forward to the beneficial owners of shares held in their names.
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on Wednesday, May 12, 2010.
The Company’s 2010 Proxy Statement and the Annual Report to Stockholders for the year ended 2009 are also available at:
http://www.proxyvote.com
For directions to the Annual Meeting, please contact investor relations at 713-346-7500.
PLEASE VOTE — YOUR VOTE IS IMPORTANT

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ELECTION OF DIRECTORS
PROPOSAL NO. 1 ON THE PROXY CARD
The Board of Directors of National Oilwell Varco (the “Board”) is divided into three classes, each class serving a term of three years. Directors whose terms expire this year include: Ben A. Guill, Roger L. Jarvis and Eric L. Mattson.
Ben A. Guill, Roger L. Jarvis and Eric L. Mattson are nominees for directors for a three-year term expiring at the Annual Meeting in 2013, or when their successors are elected and qualified. We believe each of the nominees will be able to serve if elected. However, if any nominee is unable to serve, the remaining members of the Board have authority to nominate another person, elect a substitute, or reduce the size of the Board. Directors whose terms expire in 2011 and 2012 will continue to serve in accordance with their prior election or appointment. Proxies cannot be voted for a greater number of persons than the number of nominees named.

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Vote Required for Approval
National Oilwell Varco’s Bylaws require that each director be elected by the majority of votes cast with respect to such director in uncontested elections (the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors would be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. Whether an election is contested or not is determined as of a date that is fourteen days in advance of when we file our definitive proxy statement with the SEC; this year’s election was determined to be an uncontested election, and the majority vote standard will apply. If a nominee who is serving as a director is not elected at the annual meeting, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” However, under our Bylaws and Corporate Governance Guidelines, each director must submit an advance, contingent, irrevocable resignation that the Board may accept if the director fails to be elected through a majority vote. In that situation, the Nominating/Corporate Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. The Board will act on the Nominating/Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within ninety days from the date the election results are certified. If a nominee who was not already serving as a director fails to receive a majority of votes cast at the annual meeting, Delaware law provides that the nominee does not serve on the Board as a “holdover director.” In 2010, all director nominees are currently serving on the Board.
Please note that starting this year the rules that determine how your broker can vote your shares have changed. Brokers may no longer vote your shares on the election of directors in the absence of your specific instructions as to how to vote. Please provide your broker with voting instructions so that your vote can be counted.
Information Regarding Nominees for Director for Terms Expiring in 2013:
                             
            Expiration       Year
            Date of       First
            Current       Became
Name   Age   Term   Biography   Director
Ben A. Guill
    59       2010     Mr. Guill has served as a Director of the Company since 1999. He is a Managing Partner of White Deer Energy, a middle market private equity fund focused on energy investments. Until April 2007, he was President of First Reserve Corporation, a corporate manager of private investments focusing on the energy and energy-related sectors, which he joined in September 1998. Prior to joining First Reserve, Mr. Guill was the Managing Director and Co-head of Investment Banking of Simmons & Company International, an investment-banking firm specializing in the oil service industry. Mr. Guill also serves as a director of Trico Marine Services, Inc.     1999  

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            Expiration       Year
            Date of       First
            Current       Became
Name   Age   Term   Biography   Director
Roger L. Jarvis
    56       2010     Mr. Jarvis has been a Director of the Company since February 2002. Since 2007, he has served as Chairman, Chief Executive Officer and President of Common Resources LLC, a privately held company engaged in the business of exploration for and production of hydrocarbons in the United States. He served as President, Chief Executive Officer and Director of Spinnaker Exploration Company, a natural gas and oil exploration and production company, from 1996 and as its Chairman of the Board from 1998, until its acquisition by Norsk Hydro ASA in December 2005.     2002  
 
                           
Eric L. Mattson
    58       2010     Mr. Mattson has been a Director of the Company since March 2005. Mr. Mattson served as a Director of Varco (and its predecessor, Tuboscope Inc.) from January 1994 until its merger with the Company on March 11, 2005. Mr. Mattson is currently an investor in and serves as the Chief Financial Officer of Select Energy Services, LLC, a privately held oil service company located in Gainesville, Texas. Prior to that, Mr. Mattson served as Senior Vice President and Chief Financial Officer of VeriCenter, Inc., a private provider of managed hosting services, since 2003, until its acquisition in August 2007. From November 2002 until October 2003, Mr. Mattson worked as an independent consultant. Mr. Mattson was the Chief Financial Officer of Netrail, Inc., a private Internet backbone and broadband service provider, from September 1999 until November 2002. Netrail filed for Chapter 11 Bankruptcy protection in the Northern Georgia district of the United States Bankruptcy Court in July 2001. In November 2002, the Bankruptcy Court approved Netrail’s plan of liquidation and appointed a Trustee to effect the plan. At that time, Mr. Mattson ceased to be the Chief Financial Officer of Netrail. From July 1993 until May 1999, Mr. Mattson served as Senior Vice President and Chief Financial Officer of Baker Hughes Incorporated, a provider of products and services to the oil, gas and process industries.     2005  
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE ELECTION OF THE THREE NOMINEES FOR DIRECTOR.

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Information Regarding Continuing Directors:
                             
            Expiration       Year
            Date of       First
            Current       Became
Name                  Age   Term   Biography   Director
Merrill A. Miller, Jr.
    59       2012     Mr. Miller has been a Director of the Company since May 2001 and Chairman of the Board since July 22, 2005. He also served as Chairman of the Board from May 2002 through March 11, 2005. He served as the Company’s Chief Operating Officer from November 2000 through March 11, 2005. He has served as President since November 2000 and as Chief Executive Officer since May 2001. He has served in various senior executive positions with National Oilwell since February 1996. Mr. Miller also serves as a director of Chesapeake Energy Corporation, a company engaged in the development, acquisition, production, exploration, and marketing of onshore oil and natural gas properties in the United States.     2001  
 
                           
Greg L. Armstrong
    51       2012     Mr. Armstrong has been a Director of the Company since March 2005. Mr. Armstrong served as a Director of Varco from May 20, 2004 until its merger with the Company on March 11, 2005. Since 1998, he has been the Chairman of the Board and Chief Executive Officer of Plains All American GP LLC, the general partner and controlling entity of Plains All American Pipeline, L.P., a publicly traded master limited partnership engaged in the business of marketing, gathering, transporting, terminalling and storing crude oil. Mr. Armstrong is a member of the National Petroleum Council.     2005  

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            Expiration       Year
            Date of       First
            Current       Became
Name                Age   Term   Biography   Director
Robert E. Beauchamp
    50       2011     Mr. Beauchamp has been a Director of the Company since August 2002. Since 1988, he has served in various capacities at BMC Software, Inc., a leading provider of enterprise management solutions, most recently as President and Chief Executive Officer and as Chairman of the Board. During his career with BMC, he also served as senior vice president of research & development, vice president of strategic marketing and corporate development, and director of strategic marketing.     2002  
 
                           
David D. Harrison
    62       2012     Mr. Harrison has been a Director of the Company since August 2003. He has served as Executive Vice President and Chief Financial Officer of Pentair, Inc., a diversified manufacturer in water technologies and enclosures businesses, since February 2000 until his retirement in February 2007. He also served as Executive Vice President and Chief Financial Officer of Pentair, Inc. from 1994 to 1996. From 1972 through 1994, Mr. Harrison held various domestic and international finance positions with a combination of General Electric and Borg-Warner Chemicals. Mr. Harrison serves as a director of Navistar International Corporation, a holding company whose wholly owned subsidiaries produce International® brand commercial trucks, MaxxForce brand diesel engines, IC brand school buses, and Workhorse brand chassis for motor homes and step vans. Mr. Harrison also serves as a director of James Hardie Industries, a leading fibre cement technology company.     2003  
 
                           
Jeffery A. Smisek
    55       2011     Mr. Smisek has been a Director of the Company since March 2005. Mr. Smisek served as a Director of Varco (and its predecessor, Tuboscope Inc.) from February 1998 until its merger with the Company on March 11, 2005. Mr. Smisek has served as Chairman, President and Chief Executive Officer of Continental Airlines, Inc. since January 2010. Mr. Smisek previously served Continental Airlines, Inc. as: President and Chief Operating Officer from September 2008 until December 2009; President and a director from December 2004; Executive Vice President from March 2003 until December 2004; and Executive Vice President — Corporate from May 2001 until March 2003.     2005  

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COMMITTEES AND MEETINGS OF THE BOARD
Committees
The Board of Directors had the following standing committees: Audit, Compensation, and Nominating/Corporate Governance.
Number of Meetings Held in 2009
         
Board of Directors
    5  
Audit Committee
    8  
Compensation Committee
    3  
Nominating/Corporate Governance Committee
    2  
Attendance at Meetings
Each incumbent director attended at least 75% of the meetings of the Board and committees of which that director was a member.
Audit Committee
Messrs. Harrison (Chairman), Armstrong, Guill and Mattson are the current members of the Audit Committee. All members of this committee are “independent” within the meaning of the rules governing audit committees by the New York Stock Exchange, or NYSE.
The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. The Committee’s primary duties and responsibilities are to:
  §   monitor the integrity of the Company’s financial statements, financial reporting processes, systems of internal controls regarding finance, and disclosure controls and procedures;
 
  §   select and appoint the Company’s independent auditors, pre-approve all audit and non-audit services to be provided, consistent with all applicable laws, to the Company by the Company’s independent auditors, and establish the fees and other compensation to be paid to the independent auditors;
 
  §   monitor the independence and performance of the Company’s independent auditors and internal audit function;
 
  §   establish procedures for the receipt, retention, response to and treatment of complaints, including confidential, anonymous submissions by the Company’s employees, regarding accounting, internal controls, disclosure or auditing matters, and provide an avenue of communication among the independent auditors, management, the internal audit function and the Board of Directors;
 
  §   prepare an audit committee report as required by the Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual proxy statement; and
 
  §   monitor the Company’s compliance with legal and regulatory requirements.
A copy of the Audit Committee Charter is available on the Company’s website, www.nov.com, under the Investor Relations/Corporate Governance section.

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Audit Committee Financial Expert
The Board of Directors has determined that all members of the Audit Committee meet the NYSE standard of having accounting or related financial management expertise and meet the SEC’s criteria of an Audit Committee Financial Expert.
Compensation Committee
Messrs. Smisek (Chairman), Beauchamp and Jarvis are the current members of the Compensation Committee. All members of the Compensation Committee are independent as defined by the applicable NYSE listing standards.
The Compensation Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. The Committee’s primary duties and responsibilities are to:
  §   discharge the Board’s responsibilities relating to compensation of the Company’s directors and executive officers;
 
  §   approve and evaluate all compensation of directors and executive officers, including salaries, bonuses, and compensation plans, policies and programs of the Company; and
 
  §   administer all plans of the Company under which shares of common stock may be acquired by directors or executive officers of the Company.
A copy of the Compensation Committee Charter is available on the Company’s website, www.nov.com, under the Investor Relations/Corporate Governance section.
Compensation Committee Interlocks and Insider Participation. Messrs. Smisek, Beauchamp, Guill and Jarvis served on the Compensation Committee during 2009. In February 2009, Mr. Beauchamp replaced Mr. Guill on the Compensation Committee. None of these members is a former or current officer or employee of the Company or any of its subsidiaries, is involved in a relationship requiring disclosure as an interlocking executive officer/director, or had any relationship requiring disclosure under Item 404 of Regulation S-K.
Nominating/Corporate Governance Committee
Messrs. Beauchamp (Chairman), Jarvis and Smisek are the current members of the Nominating/Corporate Governance Committee. All members of the Nominating/Corporate Governance Committee are independent as defined by the applicable NYSE listing standards.
The Nominating/Corporate Governance Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. The Committee’s primary duties and responsibilities are to:
  §   ensure that the Board and its committees are appropriately constituted so that the Board and directors may effectively meet their fiduciary obligations to stockholders and the Company;
 
  §   identify individuals qualified to become Board members and recommend to the Board director nominees for each annual meeting of stockholders and candidates to fill vacancies in the Board;
 
  §   recommend to the Board annually the directors to be appointed to Board committees;
 
  §   monitor, review, and recommend, when necessary, any changes to the Corporate Governance Guidelines; and

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  §   monitor and evaluate annually the effectiveness of the Board and management of the Company, including their effectiveness in implementing the policies and principles of the Corporate Governance Guidelines.
A copy of the Nominating/Corporate Governance Committee Charter is available on the Company’s website, www.nov.com, under the Investor Relations/Corporate Governance section.

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BOARD OF DIRECTORS
Director Nomination Process and Diversity Considerations
The Nominating/Corporate Governance Committee has the responsibility of identifying candidates for election as directors, reviewing background information relating to candidates for director, and recommending to the Board of Directors nominees for directors to be submitted to stockholders for election. It is the policy of the committee to consider director candidates recommended by stockholders. Nominees to be evaluated by the Nominating/Corporate Governance Committee are selected by the committee from candidates recommended by multiple sources, including other directors, management, stockholders, and candidates identified by independent search firms (which firms may be paid by the Company for their services), all of whom will be evaluated based on the same criteria. As of March 23, 2010, we had not received any recommendations from stockholders for potential director candidates. All of the current nominees for director are standing members of the Board that are proposed by the entire Board for re-election. Written suggestions for nominees should be sent to the Secretary of the Company at the address listed below.
The Board of Directors believes that nominees should reflect the following characteristics:
  §   have a reputation for integrity, honesty, candor, fairness and discretion;
 
  §   be knowledgeable, or willing to become so quickly, in the critical aspects of the Company’s businesses and operations;
 
  §   be experienced and skillful in serving as a competent overseer of, and trusted advisor to, the senior management of at least one substantial enterprise; and
 
  §   have a range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to the full scope of the Company’s operations and interests.
The Board considers diversity in identifying nominees for director. The Board considers diversity in a variety of different ways and in a fairly expansive manner. The Board not only considers diversity concepts such as race and gender, but also diversity in the sense of differences in viewpoint, professional experience, education, skill and other qualities and attributes that contribute to board heterogeneity. Also considered as part of the diversity analysis is whether the individual has work experience in the Company’s industry, or in the broader oil and gas industry. The Company believes the Board benefits from different viewpoints and experiences by having a mix of members of the Board who have experience in the oil and gas industry and those who do not have such experience. There are currently no directorship vacancies to be filled on the Board. If and when the need arises for the Company to add a new director to the Board, the Nominating/Corporate Governance Committee plans to take into consideration diversity in identifying such a nominee for director.
Any stockholder of record who is entitled to vote for the election of directors may nominate persons for election as directors if timely written notice in proper form of the intent to make a nomination at the Annual Meeting is received by the Company at National Oilwell Varco, Inc., 7909 Parkwood Circle Drive — 7th Floor, Houston, TX 77036, Attention: Dwight W. Rettig, Secretary. The notice must be received no later than April 11, 2010 — 10 days after the first public notice of the Annual Meeting is first sent to stockholders. To be in proper form, the notice must contain prescribed information about the proponent and each nominee, including such information about each nominee as would have been required to be included in a proxy statement filed pursuant to the rules of the SEC had such nominee been nominated by the Board of Directors.

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Director Qualifications
The Company believes that each member of its Board of Directors possess the basic attributes of being a director of the Company, namely having a reputation for integrity, honesty, candor, fairness and discretion. Each director has also become knowledgeable in major aspects of the Company’s business and operations, which has allowed the Board to provide better oversight functions to the Company. In addition to the experience, qualifications and skills of each director set forth in their biographies starting on page 5 of this proxy statement, the Company also considered the following factors in determining that the board member should serve on the Board:
Mr. Armstrong provides valuable service and experience to the Audit Committee, due to his experience serving as an auditor for a major accounting firm, 29 years of being a certified public accountant and seven years of experience serving as a chief financial officer. Mr. Armstrong has been an officer of a publicly traded energy company since 1981, occupying positions of increasing importance ranging from controller, to CFO, to COO and CEO. Through service in these roles, he gained extensive experience in assessing the risks associated with various energy industry cycles. He also gained valuable outside board experience from his previous tenure as a director of BreitBurn Energy Partners.
Mr. Beauchamp has served as the chief executive officer and chairman of the board of a publicly traded company for the past nine years. Mr. Beauchamp has extensive business experience in the information technology sector, including occupying positions in the areas of sales, marketing, research and development and corporate development. Mr. Beauchamp’s experience outside the energy industry helps provide a different perspective for the Company. He has a bachelor’s degree in finance, as well as a masters degree in management.
Mr. Guill provides valuable service and experience to the Audit Committee, due to his MBA degree, 18 years of experience in investment banking and nine years of experience in private equity. Mr. Guill also served as president of a private investment firm focused on the energy sector. Mr. Guill has 28 years of experience in the energy industry as an investment banker and private equity investor. Mr. Guill also gained valuable outside board experience from his previous tenures as a director of: Dresser, Inc., Quanta Services, Inc., T-3 Energy Services, Inc., Chart Industries, Inc. and the general partner of Cheniere Energy Partners, L.P.
Mr. Harrison provides valuable service and experience to the Audit Committee, due to his MBA degree, 24 years of being a certified management accountant and 13 years of experience serving as a chief financial officer and chief accounting officer of publicly traded companies. Mr. Harrison has 39 years of continuous experience in major domestic and foreign companies in a variety of different industries. Mr. Harrison’s experience outside the energy industry helps provide a different perspective for the Company. He has a bachelor’s degree in accounting. He has also gained valuable outside board experience from his tenure as a director of Navistar International Corporation and James Hardie Industries.
Mr. Jarvis served as the chief executive officer and chairman of the board of a publicly traded company in the oil and gas industry for ten years. Mr. Jarvis has extensive experience in the oil and gas exploration business involving the drilling, completion and production of oil and gas wells, both offshore and onshore. As a result of this extensive experience, Mr. Jarvis is very familiar with the strategic and project planning processes that impact the Company’s business. He also gained valuable outside board experience from his previous tenure as a director of the Bill Barret Corporation.

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Mr. Mattson provides valuable service and experience to the Audit Committee, due to his MBA degree and 36 years of financial experience, including 17 years as a chief financial officer of four different companies. Mr. Mattson has extensive experience in the oil service business, having worked in that industry for 30 years. He also has extensive mergers and acquisitions experience of over 30 years on a global basis. Mr. Mattson has dealt with all facets of potential risk areas for a global energy service company, as a former chief financial officer of Baker Hughes, and brings that experience and perspective to the Company.
Mr. Miller has been an officer of a publicly traded company since 1996, occupying positions of increasing importance from business group president, to COO, to CEO. Mr. Miller has extensive experience with the Company and the oil service industry. Mr. Miller has an MBA degree, and is a graduate of the US Military Academy, West Point. Mr. Miller has also gained valuable outside board experience from his previous tenure as a director of Penn Virginia Corporation and his current tenure as a director of Chesapeake Energy Corporation.
Mr. Smisek has been an officer of a publicly traded company since 1995, occupying positions of increasing importance ranging from General Counsel, to President and COO, to CEO. Mr. Smisek has extensive business experience in the airline industry, which helps provide a different perspective for the Company. Mr. Smisek has a law degree and has prior experience practicing law for a major law firm, which provides him with extensive experience in assessing and dealing with different types of risks. He has also gained valuable outside board experience from his tenure as a director and chairman of the board of Continental Airlines.

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AUDIT COMMITTEE REPORT
The responsibilities of the Audit Committee, which are set forth in the Audit Committee Charter adopted by the Board of Directors, include providing oversight to the Company’s financial reporting process through periodic combined and separate meetings with the Company’s independent auditors and management to review accounting, auditing, internal controls and financial reporting matters. The management of the Company is responsible for the preparation and integrity of the financial reporting information and related systems of internal controls. The Audit Committee, in carrying out its role, relies on the Company’s senior management, including senior financial management, and its independent auditors.
The Board of Directors has determined that all of the members of the Audit Committee are independent based on the guidelines set forth by the NYSE and SEC rules for the independence of Audit Committee members. The Audit Committee held eight (8) meetings in 2009, and at each regularly scheduled quarterly meeting met in executive session with both the internal audit director and the independent audit partner, without management being present. In addition to these official meetings, the Audit Committee held quarterly meetings to review with management and the independent auditors the Company’s quarterly earnings releases and financial statements prior to filing or release.
The Audit Committee reviewed and discussed with senior management the audited financial statements included in the Company’s Annual Report on Form 10-K. Management has confirmed to the Audit Committee that such financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles.
The Audit Committee discussed with Ernst & Young LLP, the Company’s independent auditors, the matters required to be discussed by Statement on Auditing Standards (“SAS”) No. 61 (Codification of Statements on Auditing Standards, AU Sec. 380), as may be modified or supplemented. SAS No. 61 requires independent auditors to communicate certain matters related to the conduct of an audit to those who have responsibility for oversight of the financial reporting process, specifically the audit committee. Among the matters to be communicated to the audit committee are: (1) methods used to account for significant unusual transactions; (2) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus; (3) the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditor’s conclusions regarding the reasonableness of those estimates; and (4) disagreements with management over the application of accounting principles, the basis for management’s accounting estimates, and the disclosures in the financial statements. In addition, the Audit Committee reviewed with Ernst & Young their judgment as to the quality, not just the acceptability, of the Company’s accounting principles.
The Audit Committee has received the written disclosures and the letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young’s communication with the Audit Committee concerning independence, and has discussed Ernst & Young’s independence with Ernst & Young.
Based on the review of the financial statements, the discussion with Ernst & Young regarding SAS No. 61, the discussion with Ernst & Young of the applicable requirements of the Public Company Accounting Oversight Board concerning independence, and receipt from them of the required written disclosures, the Audit Committee recommended to the Board of Directors that

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the audited financial statements be included in the Company’s 2009 Annual Report on Form 10-K.
Notwithstanding the foregoing, the Audit Committee’s charter clarifies that it is not the Audit Committee’s duty to conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles (“GAAP”). Management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of financial statements in accordance with GAAP. Management is also responsible for assuring compliance with laws and regulations and the Company’s corporate policies, subject to the Audit Committee’s oversight in the areas covered by the Audit Committee’s charter. The independent auditors are responsible for expressing opinions on those financial statements and on the effectiveness of the Company’s internal control over financial reporting.
Members of the Audit Committee
David D. Harrison, Committee Chairman
Greg L. Armstrong
Ben A. Guill
Eric L. Mattson

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RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
PROPOSAL NO. 2 ON THE PROXY CARD
Information Regarding our Independent Auditors
The Audit Committee of the Board of Directors has reappointed Ernst & Young LLP as independent auditors for 2010. Stockholders are being asked to vote upon the ratification of the appointment. Representatives of Ernst & Young will attend the Annual Meeting, where they will be available to respond to appropriate questions and have the opportunity to make a statement if they desire.
Vote Required for Approval
The proposal to ratify the appointment of Ernst & Young LLP as independent auditors will require approval of a majority of the shares of our common stock entitled to vote and present in person or by proxy. In accordance with NYSE rules, a proposal to ratify independent auditors is considered to be a “discretionary” item. This means that brokerage firms may vote in their discretion on this matter on behalf of beneficial owners who have not furnished voting instructions within the time period specified in the voting instructions submitted by such brokerage firms. Abstentions, which will be counted as votes present for the purpose of determining a quorum, will have the effect of a vote against the proposal. Your shares will be voted as you specify on your proxy. If your properly executed proxy does not specify how you want your shares voted, we will vote them for the ratification of the appointment of Ernst & Young LLP as independent auditors.
Audit Fees
The Audit Committee pre-approves all services provided by the Company’s independent auditors to the Company and its subsidiaries. Consideration and approval of such services generally occurs in the regularly scheduled quarterly meetings of the Audit Committee. The Audit Committee has delegated the Chairman of the Audit Committee to pre-approve allowed non-audit services, subject to review by the full committee at the next regularly scheduled meeting. The Audit Committee has considered whether the provision of all services other than those rendered for the audit of the Company’s financial statements is compatible with maintaining Ernst & Young’s independence and has concluded that their independence is not compromised.
The following table sets forth Ernst & Young LLP’s fees for services rendered during 2008 and 2009. All services provided by Ernst & Young LLP were pre-approved by the Audit Committee.
                 
    2009     2008  
    (in thousands)  
Audit Fees
  $ 6,001     $ 6,816  
Audit Related Fees(1)
    653       237  
Tax Fees(2)
    3,212       1,814  
All Other Fees
           
 
           
 
               
Total
  $ 9,866     $ 8,867  
 
           

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(1)   Consists primarily of fees for audits of employee benefit plans, due diligence related to acquisition transactions, and international accounting consultations.
 
(2)   Consists primarily of fees for compliance, planning and advice with respect to various domestic and foreign corporate tax matters.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP.

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CORPORATE GOVERNANCE
National Oilwell Varco’s Board of Directors is committed to promoting transparency in reporting information about the Company, complying with the spirit as well as the literal requirements of applicable laws, rules and regulations, and corporate behavior that conforms to corporate governance standards that substantially exceed the consensus view of minimum acceptable corporate governance standards. The Board of Directors adopted Corporate Governance Guidelines which established provisions for the Board’s composition and function, Board committees and committee membership, evaluation of director independence, the roles of the Chairman of the Board, the Chief Executive Officer and the Lead Director, the evaluation of the Chief Executive Officer, regular meetings of non-management directors, board conduct and review, selection and orientation of directors, director compensation, access to management and independent advisors, and annual review of the Corporate Governance Guidelines. A copy of the Corporate Governance Guidelines is available on the Company’s website, www.nov.com, under the Investor Relations/Corporate Governance section. The Company will furnish print copies of the Corporate Governance Guidelines, as well as its Committee charters, to interested stockholders without charge, upon request. Written requests for such copies should be addressed to: Dwight W. Rettig, Secretary, National Oilwell Varco, Inc., 7909 Parkwood Circle Drive, Houston, Texas 77036.
Director Independence
The Corporate Governance Guidelines address, among other things, standards for evaluating the independence of the Company’s directors. The Board undertakes an annual review of director independence and considers transactions and relationships during the prior year between each director or any member of his or her immediate family and the Company and its affiliates, including those reported under “Certain Relationships and Related Transactions” in this Proxy Statement. In February 2010, as a result of this annual review, the Board affirmatively determined that a majority of the members of the Board of Directors are independent of the Company and its management under the standards set forth in the Corporate Governance Guidelines. The following directors were affirmed as independent: Greg L. Armstrong, Robert E. Beauchamp, Ben A. Guill, David D. Harrison, Roger L. Jarvis, Eric L. Mattson, and Jeffery A. Smisek.
Board Leadership
Currently, the roles of Chairman of the Board and Chief Executive Officer are combined at the Company. The Company believes that effective corporate governance, including the independent oversight of management, does not require that the Chairman of the Board be an independent director or that the offices of Chairman and Chief Executive Officer be separated. The Company believes that its stockholders are best served by a Board that has the flexibility to establish a leadership structure that fits the needs of the Company at a particular point in time.
The Board believes that our current Chief Executive Officer is best situated to serve as Chairman because he is the director most familiar with our business and most capable of effectively identifying strategic priorities and leading the discussion and execution of our strategy. The Board also believes that the combined role of Chairman and Chief Executive Officer facilitates information flow between management and the Board.

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To assist with providing independent oversight of management and the Company’s strategy, the non-management members of the Board of Directors have appointed Greg L. Armstrong, an independent director, as Lead Director. The Lead Director is responsible for: (1) developing the agenda for, and presiding over the executive sessions of, the Board’s non-management directors, (2) facilitating communications between the Chairman of the Board and other members of the Board, (3) coordinating, with the Chairman, the assessment of the committee structure, organization, and charters, and evaluating the need for any changes, (4) acting as principal liaison between the non-management directors and the Chief Executive Officer on matters dealt with in executive session, and (5) assuming such further tasks as the independent directors may determine.
The Board also holds executive sessions on a quarterly basis at which only non-employee directors are present. In addition, the committees of the Board provide independent oversight of management. Each of the committees of the Board is composed entirely of independent directors.
The Board has concluded that the combined role of Chairman and Chief Executive Officer, together with an independent Lead Director having the duties described above, is in the best interest of stockholders because it provides an appropriate balance between our Chairman’s ability to lead the Board and the Company and the ability of our independent directors, under the leadership of our Lead Director, to provide independent objective oversight of our management.
Board Role in Risk Oversight
The Board of Directors and its committees help conduct certain risk oversight functions for the Company. The Board is periodically advised on the status of various factors that could impact the business and operating results of the Company, including oil and gas prices and the Company’s backlog for drilling equipment. The full Board is also responsible for reviewing the Company’s strategy, business plan, and capital expenditure budget at least annually. Through these various functions, the Board is able to monitor these risks and assist the Company in determining whether certain mitigating actions, if any, need to be taken.
The Audit Committee serves an important role in providing risk oversight, as further detailed in its charter. One of the Audit Committee’s primary duties and responsibilities is to monitor the integrity of the Company’s financial statements, financial reporting processes, systems of internal controls regarding finance, and disclosure controls and procedures. The Audit Committee is also responsible for establishing procedures for the receipt, retention, response to and treatment of complaints, including confidential, anonymous submissions by the Company’s employees, regarding accounting, internal controls, disclosure or auditing matters, and providing an avenue of communication among the independent auditors, management, the internal audit function and the Board. In addition, the Audit Committee monitors the Company’s compliance with legal and regulatory requirements. The Company considers the Audit Committee an important part of the risk management process, and senior management works closely with the Audit Committee on these matters in managing material risks to the Company.
The other committees of the Board also assist in the risk oversight function. The Nominating/Corporate Governance Committee is responsible for ensuring that the Board and its committees are appropriately constituted so that the Board and its directors may effectively meet their fiduciary obligations to stockholders and the Company. The Nominating/Corporate Governance Committee is also responsible for monitoring and evaluating on an annual basis the effectiveness of the Board and management of the Company, including their effectiveness in implementing the policies and principles of the Corporate Governance Guidelines. The Compensation Committee is responsible for compensation of the Company’s directors and

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executive officers. These various responsibilities of these committees allow them to work with the Company to make sure these areas do not pose undue risks to the Company.
Policies on Business Ethics and Conduct
The Company has a long-standing Business Ethics Policy. In April 2003, the Board adopted the Code of Business Conduct and Ethics For Members of the Board of Directors and Executive Officers and the Code of Ethics for Senior Financial Officers. These codes are designed to focus the Board and management on areas of ethical risk, provide guidance to personnel to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct and help to foster a culture of honesty and accountability. As set forth in the Corporate Governance Guidelines, the Board may not waive the application of the Company’s policies on business ethics and conduct for any Director or Executive Officer. Copies of the Code of Business Conduct and Ethics For Members of the Board of Directors and Executive Officers and the Code of Ethics for Senior Financial Officers, as well as the code of ethics applicable to employees of the Company, are available on the Company’s website, www.nov.com, under the Investor Relations/Corporate Governance section. The Company will furnish print copies of these Codes to interested stockholders without charge, upon request. Written requests for such copies should be addressed to: Dwight W. Rettig, Secretary, National Oilwell Varco, Inc., 7909 Parkwood Circle Drive, Houston, Texas 77036.
Communications with Directors
The Board has provided a process for interested parties to communicate with our non-management directors. Parties wishing to communicate confidentially with our non-management directors may do so by calling 1-800-372-3956. This procedure is described on the Company’s website, www.nov.com, in the Investor Relations/Corporate Governance section. Calls to this number will be answered by an independent, automated system 24 hours a day, 365 days a year. A transcript of the call will be delivered to a member of the Audit Committee. Parties wishing to send written communications to the Board, other than sales-related communications, should send a letter addressed to the member or members of the Board to whom the communication is directed, care of the Secretary, National Oilwell Varco, Inc., 7909 Parkwood Circle Drive, Houston, Texas, 77036. All such communications will be forwarded to the Board member or members specified.
Director Attendance at Annual Meetings
The Company does not have a formal policy with respect to director attendance at annual stockholder meetings. In 2009, all members of the Board were in attendance at the annual meeting.
NYSE Corporate Governance Matters
As a listed company with the NYSE, our Chief Executive Officer, as required under Section 303A.12(a) of the NYSE Listed Company Manual, must certify to the NYSE each year whether or not he is aware of any violation by the company of NYSE Corporate Governance listing standards as of the date of the certification. On May 26, 2009, the Company’s Chief Executive

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Officer submitted such a certification to the NYSE which stated that he was not aware of any violation by the Company of the NYSE Corporate Governance listing standards.
On February 26, 2010, the Company filed its 2009 Form 10-K with the SEC, which included as Exhibits 31.1 and 31.2 the Chief Executive Officer and Chief Financial Officer certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.

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EXECUTIVE OFFICERS
The following persons are our current executive officers. The executive officers of the Company serve at the pleasure of the Board of Directors and are subject to annual appointment by the Board of Directors. None of the executive officers, directors, or nominees for director has any family relationships with each other.
                 
Name   Age   Position   Biography
Merrill A. Miller, Jr.
  59    President and Chief Executive Officer   Mr. Miller has served as the Company’s President since November 2000, Chief Executive Officer since May 2001 and Chairman of the Board since July 22, 2005. Mr. Miller also served as Chairman of the Board from May 2002 through March 11, 2005. He served as the Company’s Chief Operating Officer from November 2000 through March 11, 2005. He has served in various senior executive positions with the Company since February 1996. Mr. Miller also serves as a director of Chesapeake Energy Corporation, a company engaged in the development, acquisition, production, exploration, and marketing of onshore oil and natural gas properties in the United States.
 
               
Robert W. Blanchard
  48    Vice President, Corporate Controller and Chief Accounting Officer   Mr. Blanchard has served as the Company’s Vice President, Corporate Controller and Chief Accounting Officer since May, 2005. Mr. Blanchard served as Controller of Varco from 1999 and as its Vice President from 2002 until its merger with the Company on March 11, 2005.
 
               
Mark A. Reese
  51    President – Rig Technology   Mr. Reese has served as President – Rig Technology since August 2007. Mr. Reese served as President – Expendable Products from January 2004 to August 2007. He served as President of the Company’s Mission Products Group from August 2000 to January 2004. From May 1997 to August 2000 he was Vice President of Operations for the Company’s Distribution Services Group.
 
               
Dwight W. Rettig
  49    Senior Vice President, General Counsel and Secretary   Mr. Rettig has served as the Company’s Senior Vice President since February 2009, as the Company’s Vice President and General Counsel since February 1999, and from February 1998 to February 1999 as General Counsel of the Company’s Distribution Services Group.

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Name   Age   Position   Biography
Clay C. Williams
  47   Executive Vice President and Chief Financial Officer   Mr. Williams has served as the Company’s Executive Vice President since February 2009, and as the Company’s Senior Vice President and Chief Financial Officer since March 2005. He served as Varco’s Vice President and Chief Financial Officer from January 2003 until its merger with the Company on March 11, 2005. From May 2002 until January 2003, Mr. Williams served as Varco’s Vice President Finance and Corporate Development. From February 2001 until May 2002, and from February 1997 until February 2000, he served as Varco’s Vice President—Corporate Development. Mr. Williams serves as a director of Benchmark Electronics, Inc., a company engaged in providing electronic manufacturing services in the United States and internationally.

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STOCK OWNERSHIP
Security Ownership of Certain Beneficial Owners
Based on information filed with the SEC as of the most recent practicable date, this table shows the number and percentage of shares beneficially owned by owners of more than five percent of the outstanding shares of the common stock of the Company at December 31, 2009. The number and percentage of shares of common stock beneficially owned is based on 418,451,731 shares outstanding as of December 31, 2009.
                 
    No. of   Percent
5% Owners   Shares   of Class
BlackRock, Inc. (1)
    33,951,103       8.12 %
40 East 52nd Street
               
New York, NY 10022
               
 
(1)   Shares owned at December 31, 2009, as reflected in an Amendment to Schedule 13G filed with the SEC on January 29, 2010 by BlackRock, Inc. (“Blackrock”). It amends the most recent Schedule 13G filing made by Barclays Global Investors, NA and certain of its affiliates (Barclays Global Investors, NA and such affiliates are collectively referred to as the “BGI Entities”) with respect to the common stock of the Company. On December 1, 2009, Blackrock completed its acquisition of Barclays Global Investors from Barclays Bank PLC. As a result, substantially all of the BGI Entities are now included as subsidiaries of Blackrock for purposes of Schedule 13G filings. Within the Blackrock group are the following subsidiaries: BlackRock Asset Management Japan Limited, BlackRock Advisors (UK) Limited, BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Asset Management Canada Limited, BlackRock Asset Management Australia Limited, BlackRock Advisors, LLC, BlackRock Capital Management, Inc., BlackRock Financial Management, Inc., BlackRock Investment Management, LLC, Blackrock Investment Management (Australia) Limited, BlackRock Investment Management (Dublin) Ltd., BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock Fund Managers Ltd., BlackRock International Ltd., BlackRock Investment Management UK Ltd., and State Street Research & Management Co.

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Security Ownership of Management
This table shows the number and percentage of shares of the Company’s common stock beneficially owned as of March 23, 2010 by each of our current directors and executive officers and by all current directors and executive officers as a group. The number and percentage of shares of common stock beneficially owned is based on 419,026,271 shares outstanding as of March 23, 2010. Beneficial ownership includes any shares as to which the director or executive officer has the right to acquire within 60 days of March 23, 2010 through the exercise of any stock option, warrant or other right. Each stockholder has sole voting and investment power, or shares these powers with his spouse, with respect to the shares beneficially owned.
                         
    Shares Beneficially Owned    
            Outstanding    
            Options    
    Number of   Exercisable    
    Common   Within 60   Percent
Name of Individual   Shares(1)   Days   of Class*
Greg L. Armstrong
    14,237       40,332       *  
Robert E. Beauchamp
    11,593       35,332       *  
Robert W. Blanchard
    57,294       63,999       *  
Ben A. Guill
    28,207       40,332       *  
David D. Harrison
    12,893       55,332       *  
Roger L. Jarvis
    11,631       80,332       *  
Eric L. Mattson
    29,403       67,092       *  
Merrill A. Miller, Jr.
    603,822       426,000       *  
Mark A. Reese
    58,000       66,666       *  
Dwight W. Rettig
    54,767       63,999       *  
Jeffery A. Smisek
    25,281       31,674       *  
Clay C. Williams
    154,032       197,999       *  
All current directors and executive officers as a group (12 persons)
    1,061,160       1,169,089       *  
 
*   Less than 1 percent.
 
(1)   Includes shares deemed held by executive officers and directors in the Company’s 401(k) plans and deferred compensation plans.

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COMPENSATION DISCUSSION AND ANALYSIS
General Overview
National Oilwell Varco’s executive compensation program is administered by the Compensation Committee of the Board of Directors. The Compensation Committee establishes specific compensation levels for the Company’s executive officers and administers the Company’s long-term incentive award plans. The Compensation Committee’s objective regarding executive compensation is to design and implement a compensation program that will attract and retain the best available individuals to serve on the Company’s executive team and properly incentivize those executives to achieve the Company’s short-term and long-term financial and operational goals. To this end, the Compensation Committee strives to provide compensation packages for key executives that offer compensation opportunities in the median range of oilfield service companies described below. Data sources reviewed by the Compensation Committee and its independent compensation consultants include industry survey groups, national survey databases, proxy disclosures and general trend data, which are updated annually. The Compensation Committee reviews all elements of executive compensation both separately and in the aggregate.
Major components of the executive compensation program for 2009 were base salary, participation in the Company’s annual cash incentive (bonus) plan and the grant of non-qualified stock options and performance-based restricted stock awards (long-term incentives).
Compensation Philosophy
The Company believes it is important for each executive to have a set amount of cash compensation, in the form of base salary, that is not dependent on the performance or results of the Company. The Company recognizes that a certain amount of financial certainty must be provided to its executives as part of their compensation.
While the Company believes a competitive base salary is needed to attract and retain talented executives, the Company’s compensation program also places a strong emphasis on performance driven annual and long-term incentives to align the executive’s interests with stockholder value. The annual and long-term incentives are calculated and paid based primarily on financial measures of profitability and stockholder value creation. Executives of the Company have the incentive of increasing the Company’s profitability and stockholder return in order to earn a major portion of their compensation package.
The Company seeks to structure a balance between achieving strong short-term annual results and ensuring the Company’s long-term success and viability. The Company wants each of its executives to balance his focus between the Company’s day-to-day operational performance and the Company’s long-term goals and strategies. To reinforce the importance of balancing these perspectives, the Company’s executives are provided both short and long-term incentives.
Base salary is designed to compensate the executive for his performance of his normal, everyday job functions. The Company’s annual cash incentive (bonus) plan and long-term incentives are designed to reward the executive for executing business plans that will benefit the Company in the short and long-term. The Company believes that the mix of short and long-term incentives allows the Company to deliver results aligned with the interests of stockholders. Stock options create a focus on share price appreciation, while the annual cash incentive (bonus) and performance-based restricted stock awards emphasize financial performance, both absolute and relative.

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Given the inherent nature of this form of compensation, the Company understands that its annual cash incentives and long-term compensation will result in varying compensation for its executives each year. Because of this, the Company has tried to design its annual cash incentives and long-term compensation program in such a way to provide substantive financial benefits to its executives during times when the Company’s financial and operational performance is strong, while motivating executives to stay with the Company during times when the Company’s performance may not be as strong.
There are no compensation policy differences among the individual executives, except that the more senior officers, such as the chief executive officer, receive higher compensation consistent with their increased responsibilities. These differences are reviewed and considered in connection with the compensation analysis performed by the Compensation Committee.
Competitive Positioning
Because of these goals and objectives for executive compensation, the Company believes each element of compensation should be properly designed, as well as competitive with the marketplace, to incentivize its executives in the manner stated above.
As part of its process to establish compensation levels for the Company’s named executive officers, the Compensation Committee compares total compensation and base salary for each of its named executive officers against the median total compensation and median base salary earned by comparable executive officers at companies in a designated peer group. When analyzing peer group data, the Compensation Committee does not establish a specific numeric range around the median data points, which it considers reasonable or acceptable. Rather, in setting compensation for any particular named executive officer, the Compensation Committee considers any variance from the median, taking into account other factors as discussed below, and determines whether such variance is appropriate. If the Compensation Committee determines that any variance is unwarranted, the Compensation Committee will make appropriate adjustments to the compensation levels.
The Company does not target a specific percentile of its designated peer group for its annual cash incentive compensation or its long-term equity compensation. The Compensation Committee recognizes that these elements of compensation can vary significantly in value from year to year, making comparisons to peer group data less meaningful.
In January 2008, the Company conducted a review of senior executive compensation, using the following peer group against which to compare executive pay: Baker Hughes, Inc.; Cameron International Corporation; FMC Technologies Inc.; Grant Prideco, Inc.; Halliburton Co.; Schlumberger Ltd.; Smith International, Inc.; and Weatherford International Ltd. The peer group consisted of companies in the oilfield services sector with varying ranges of market capitalization and revenues. The Company’s revenue and market capitalization prior to the time of such review were each near the median revenue and median market capitalization, respectively, for the peer group. The peer group was used to benchmark executive compensation levels against companies that have executive positions with responsibilities similar in breadth and scope to those of the Company and have businesses that compete with the Company for executive talent. Benchmarking and aligning base salaries are critical to a competitive compensation program.
The Company analyzed and compared each position’s responsibilities and job title to develop competitive market data based on data from proxy statements. The Company’s proxy analysis focused on the top five executives. The executive compensation review covered the following elements of compensation: base salaries, annual bonuses, and equity compensation.

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The Company generated data on elements of the Company’s compensation program compared to the market 50th percentile, the market 65th percentile and market 75th percentile of the designated peer group. For total direct compensation (total cash compensation plus long-term incentive compensation), the Company compared the Company named executive officers’ total direct compensation for 2007 with the market 50th percentile, market 65th percentile and market 75th percentile for comparable executive officers in the designated peer group. Based on the compiled data and the comparisons prepared by the Company, the Compensation Committee, in consultation with Frederic W. Cook & Co., the Compensation Committee’s independent compensation consultant (“Frederic Cook”), determined that the total direct compensation for the Company’s named executive officers relative to the designated peer group was near the median range of the designated peer group, except for Mr. Miller, whose total direct compensation was significantly below the median range of the designated peer group. The deviation for Mr. Miller’s total direct compensation was due in part to Mr. Miller declining to have his base salary adjusted in 2006 and 2007, as well as the variable nature and value of long-term incentive compensation.
In February 2009, the Committee reviewed the Company’s compensation program for its senior executives, consistent with its practice in prior years. The Committee, in consultation with Frederic Cook, determined that compensation for the Company’s named executive officers was in the median range of the Company’s designated peer group.
Components of Compensation
The following describes the elements of the Company’s compensation program for 2009, why they were selected, and how the amounts of each element were determined.
Base Salary
Base salaries provide executives with a set level of monthly cash income. While the Compensation Committee is aware of competitive levels, actual salary levels are based on factors including individual performance and level and scope of responsibility. The Company does not give specific weights to these factors. The Compensation Committee determines median base salary levels by having Frederic Cook conduct a comprehensive review of information provided in proxy statements filed by oilfield service companies with varying ranges of market capitalization and revenues. Generally, each executive is reviewed by the Compensation Committee individually on an annual basis. Salary adjustments are based on the individual’s experience and background, the individual’s performance during the prior year, the general movement of salaries in the marketplace, our financial position and, for each executive other than the chief executive officer, the recommendations of our chief executive officer. The Compensation Committee does not establish specific, individual goals for the Company’s named executive officers, other than the chief executive officer (see “Compensation of the Chief Executive Officer” below for a discussion of the chief executive officer’s goals). The Compensation Committee’s analysis of the individual performance of any particular named executive officer, other than the chief executive officer, is subjective in nature and takes into account the recommendations of the chief executive officer. As a result of these factors, an executive’s base salary may be above or below the targeted median at any point in time.
In Feburary 2009, the Compensation Committee reviewed with Frederic Cook the base salaries of the named executive officers. The Compensation Committee considered each named executive officer’s base salary relative to his peers. The Compensation Committee also considered in its review of base salary compensation for the top five executives the scope and size of the Company

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and the financial and operating performance of the Company during 2008. The Compensation Committee also considered that the Company’s named executive officers’ last base salary adjustments occurred in February 2008. The Compensation Committee also noted that the Chief Executive Officer of the Company did not recommend any increases or adjustments to the base salary of any of the other named executive officers due to the difficult market conditions existing at that time.
Based on these factors, the Company’s named executive officers, other than its chief executive officer, did not receive any adjustments to their base salaries in 2009. The base salaries of the Company’s named executive officers, other than its chief executive officer, in effect at the end of 2009 were as follows: Mr. Williams –$550,000; Mr. Reese –$490,000; Mr. Rettig –$450,000; and Mr. Blanchard –$300,000. The Compensation Committee noted that it had approved base salary increases in 2008 for the named executive officers. The Compensation Committee also noted that even though the Company achieved strong financial and operating results in 2008, given the existing and projected market climate, it was prudent to approve the Company’s recommendation for a salary freeze for its named executive officers. The Compensation Committee determined that the named executive officers’ base salary (other than the chief executive officer) was in the median base salary range in 2009, which is consistent with the Company’s stated philosophy of maintaining executive compensation in the median range of other similarly situated oilfield service companies.
Annual Incentive Award
The objectives of the Company’s annual cash incentive bonus plan are to incent performance to achieve the Company’s corporate growth and profitability goals, encourage smart investments and prudent employment of capital, and provide competitive compensation packages to attract and retain management talent.
Substantially all exempt employees, including executive officers, participated in the Company’s annual incentive plan in 2009, aligning a portion of each employee’s cash compensation with Company performance against a predetermined operating profit target. As in prior years, the incentive plan provided for cash awards if objectives related to the Company’s achievement of a certain specified operating profit target based on the Company’s financial plan were met. The Company’s annual financial plan, including the Company’s target operating profit level, is established through a comprehensive budget and financial planning process, which includes a detailed analysis of the Company’s market outlook and available strategic alternatives, and is approved by the Board each year.
The designated performance objective under the incentive plan is the Company’s operating profit. Each participant is assigned a target level percentage bonus, which ranges from 5% to 100% of salary, depending on the level of the participant. There are three multiplier levels of the target level percentage bonus set under the incentive plan using this single performance metric – minimum (10%), target (100%) and maximum (200%). Based on the Company’s annual financial plan, each level is assigned a specified operating profit net of the bonus expense. Entry level is the “minimum” level of operating profit for which the Company provides an annual incentive payout. If the Company’s operating profit is less than the entry level threshold, then there is no payout in that fiscal year. If the Company achieves the entry level threshold, the “minimum” level payout of 10% of the target level percentage bonus is earned. The target multiplier level (100% of the participant’s applicable percentage of base salary) is earned when the target operating profit is reached by the Company. For the “maximum” level multiplier of 200% of the target level percentage bonus to occur, the Company’s operating profit must equal or exceed the maximum operating profit goal that was set for the incentive plan. Results falling

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between the stated thresholds of minimum, target and maximum will result in an interpolated, or sliding scale payout.
The Compensation Committee believes the use of operating profit as the designated performance objective under the incentive plan best aligns the interests of the Company’s stockholders and the Company’s executive officers. The “target” objective is set at the target operating profit level provided under the Company’s annual financial plan approved by the Board. The “target” objective is set at a level that the Company believes is challenging to meet but achievable if the Company properly executes its operational plan and market conditions are as forecasted by the Company at the beginning of the year. The “minimum” and “maximum” level of operating profit under the incentive plan are set based off of the “target” objective, so that the “minimum” objective is approximately 80% of the “target” objective and the “maximum” objective is approximately 110% of the “target” objective. The Compensation Committee believes this objective, formulaic measure allows the “minimum” objective to be set at a level that the Company can achieve even if forecasted market conditions are not as favorable as anticipated and/or the Company’s operational plan is not executed as efficiently as planned. The “minimum” objective serves to motivate the Company’s executives to continue to work towards executing the Company’s operational plan if market conditions, which are generally outside the control of the Company, are not as favorable as forecasted. The Compensation Committee believes this objective, formulaic measure allows the “maximum” objective to be set at a level that would be very challenging for the Company to achieve. The Compensation Committee believes that, for the “maximum” objective to be achieved, a combination of market conditions being more favorable than initially forecasted and the Company executing its operational plan in a highly efficient manner would need to occur.
All participants in the incentive plan have a minimum of 25% of their bonus awards tied to the Company’s consolidated corporate operating profit, while senior executives, including business unit heads, have a minimum of 50% of their bonus awards tied to the Company’s consolidated corporate operating profit, with the remainder of their bonus awards, if applicable, tied to their business unit performance. 100% of each named executive officer’s annual bonus award is tied to the operating profit of the Company. Participant award opportunities will vary depending upon individual levels of participation in the incentive plan (participation level). The Company designed the incentive plan with the idea that a portion of each executive’s cash compensation should be tied to the financial and operating performance of the Company.
Payouts are calculated by multiplying (A) the performance result multiplier which can be anywhere from 10% (minimum) to 100% (target) to 200% (maximum), depending on operating profit performance by (B) the participant’s base salary by (C) the participant’s designated target percentage of base salary (participation level). For 2009, the chief executive officer’s participation level was 100%, the chief financial officer’s participation level was 80%, and the other executive officers’ participation level was 75%. These participation level percentages are based on each executive’s level of responsibility for the Company’s financial performance.
The following examples calculate an annual incentive award payment for Mr. Miller assuming (1) the Company’s 2009 operating profit was equal to the operating profit target set under the incentive plan and (2) the Company’s 2009 operating profit exceeded the maximum operating profit target set under the incentive plan:
(1)   100% (performance result) x $800,000 (base salary) x 100% (participation level) = $800,000

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(2)   200% (performance result) x $800,000 (base salary) x 100% (participation level) = $1,600,000
Additionally, certain key executives, including all executive officers, were subject to a 25% maximum adjustment to their bonus payouts. If a predetermined capital employed target (defined as total assets, excluding cash, minus total liabilities, excluding debt) was exceeded, the bonus payout would be reduced by up to 25%. If a predetermined capital employed target was not exceeded, the bonus payout would be increased by up to 25%; provided that in no event may the 200% maximum target incentive amount be exceeded. The Compensation Committee does not have the discretion to increase or decrease payouts under the Company’s annual cash incentive bonus plan.
Based on the Company’s financial results — the Company’s actual operating profit for 2009 being below the “target” operating profit set under the Company’s annual incentive plan (but well above the minimum operating profit target), and after taking into account the capital employed modifier - bonus payments were made to the Company’s named executive officers, other than its chief executive officer, as follows: Mr. Williams — $339,719; Mr. Reese — $598,770; Mr. Rettig — $260,580; and Mr. Blanchard — $173,720. These bonus payouts reflected the positive financial performance the Company achieved in 2009.
In addition, the Compensation Committee agreed to award an additional, separate discretionary bonus to each of the Company’s named executive officers, other than its chief executive officer, as follows: Mr. Williams — $240,123; Mr. Reese — $100,279; Mr. Rettig — $184,185; and Mr. Blanchard - $122,790. These separate discretionary bonuses were awarded in recognition of the one-time gain recognized by the Company from the sale of a 45% interest in the Company’s Intelliserv business in 2009. The amount of each of these bonuses is equal to the incremental bonus payment each named executive officer would have earned under the annual incentive plan if the one-time gain from the Intelliserv transaction was included in the Company’s operating profit. The Compensation Committee determined that payment of the additional discretionary bonuses was warranted as management had negotiated an excellent valuation of the Intelliserv assets in their original acquisition, and had subsequently structured a favorable joint venture utilizing those assets. The Compensation Committee desired to reward the participants for the value that they created for the Company’s stockholders. As this discretionary bonus payout was made outside of the Company’s Annual Incentive Plan, the amount of this discretionary bonus does not qualify as “performance based compensation” and thus is not deductible by the Company for federal income tax purposes.
The Company’s annual incentive plan is designed to reward its executives in line with the financial performance of the Company on an annual basis. When the Company is achieving strong financial results, its executives will be rewarded well through its annual incentive plan. The Company believes this structure helps keep the executives properly motivated to continue helping the Company achieve these strong results. While the executives’ financial benefit is reduced during times when the Company’s performance is not as strong, other forms of the Company’s compensation program, namely its long-term incentive compensation as well as base salary, help motivate its executives to remain with the Company to help it achieve strong financial and operational results, thereby benefiting the executive, the Company and its stockholders.
Long-Term Incentive Compensation
The primary purpose of the Company’s long-term incentive compensation is to focus its executive officers on a longer-term perspective in their managerial responsibilities. This

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component of an executive officer’s compensation directly links the officers’ interests with those of the Company’s stockholders. In addition, long-term incentives encourage management to focus on the Company’s long-term development and prosperity in addition to annual operating profits. This program helps balance long-term versus short-term business objectives, reinforcing that one should not be achieved at the expense of the other. The Company’s Corporate Governance Guidelines encourage its directors and executive officers to own shares of the Company’s stock and increase their ownership of those shares over time. However, the Company does not have any specific security ownership requirements or guidelines for its executives, but the Board has adopted stock ownership guidelines for the Company’s directors (see “Stock Ownership Guidelines” below for further information).
The Company’s long-term incentive compensation granted in 2009 to its named executive officers consisted of stock options and performance-based restricted stock awards.
The goal of the stock option program is to provide a compensation program that is competitive within the industry while directly linking a significant portion of the executive’s compensation to the enhancement of stockholder value. The ultimate value of any stock option is based solely on the increase in value of the shares of the Company’s common stock over the grant price. Accordingly, stock options have value only if the Company’s stock price appreciates from the date of grant. Additionally, the option holder must remain employed during the period required for the option to “vest”, thus providing an incentive for an option holder to remain employed by the Company. This at-risk component of compensation focuses executives on the creation of stockholder value over the long-term.
The goal of the performance-based restricted stock award program is to provide a compensation program that is also competitive within the industry while directly linking a significant portion of the executive’s compensation to the financial performance of the Company relative to a designated peer group. The performance-based restricted stock awards received by the executives have value only if the Company’s designated financial performance objective exceeds the median level financial performance objective for a designated peer group. Additionally, the holder must also remain employed during the period required for the award to “vest”, thus providing an additional incentive for the award holder to remain employed by the Company. This at-risk component of compensation focuses executives on achieving strong financial performance for the Company over the long-term.
The Company grants stock options and performance-based restricted stock awards to the Company’s key executives based on competitive grants within the industry and based on the level of long-term incentives appropriate for the competitive long-term compensation component of total compensation. Such executives are eligible to receive stock options and restricted stock awards annually with other key managers being eligible on a discretionary basis. Eligibility for an award does not ensure receipt of an award. Options are granted with an exercise price per share equal to the fair market value of the Company’s common stock on the date of grant and generally vest in equal annual installments over a three-year period, and have a ten-year term subject to earlier termination. Option grants and restricted stock award grants must be reviewed and approved by the Compensation Committee.
In January 2007, Company management proposed to the Compensation Committee that the Company’s long-term incentive compensation program be modified to provide for 50% stock options and 50% restricted stock awards, based on value. In the past, the Company’s long-term incentive compensation program consisted solely of stock option grants. In a survey conducted by Mercer, the Company noted that a combination of stock options and restricted stock was the most prevalent mix of long-term incentive compensation provided by its oilfield service peers.

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Frederic Cook advised the Compensation Committee that there has been a shift towards greater use of restricted stock in the Company’s industry as a vehicle for long-term equity compensation. The Compensation Committee approved changing the Company’s long-term incentive compensation structure to provide for 50% stock options and 50% restricted stock awards.
The Compensation Committee determined that the vesting for the restricted stock award grants to employees other than members of senior management could be based solely on the passage of time, but that it was increasingly common practice for the vesting of restricted stock awards for members of management to be based on the achievement of a specified performance condition. The Compensation Committee believed that the performance condition used for vesting of the restricted stock awards should be a measure that would incentivize the Company’s executives to achieve strong financial results for the Company relative to its peers. The Compensation Committee also believed that the measure should not be made on an absolute basis, but be based on a comparison to its peers so as to reward financial performance only if it exceeded that of the Company’s peers.
After consultation with Company management and Frederic Cook, the Compensation Committee determined that the performance measure to be used for vesting of the restricted stock awards for executives would be the Company’s operating profit growth over a period of time needing to exceed a designated peer group’s median operating profit growth over the same period. The Compensation Committee believed that such a performance measure would serve to motivate the Company’s executives to deliver results aligned with the interests of Company stockholders. To introduce the new long-term incentive compensation structure for executives, the Compensation Committee approved two separate grants of performance-based restricted stock awards for executives in 2007. After 2007, the Compensation Committee agreed that only one grant of performance-based restricted stock awards would be made annually to executives.
The Compensation Committee set the following peer group for comparison purposes in determining vesting of the performance-based restricted stock awards granted in 2009: Baker Hughes, Inc.; BJ Services Co.; Cameron International Corporation; Dresser-Rand Group, Inc.; FMC Technologies, Inc.; Halliburton Co.; Smith International, Inc.; and Weatherford International Ltd. This peer group consisted of companies in the oilfield services sector with varying ranges of market capitalization and revenues. This peer group, on a collective basis, represents companies with businesses that compete with the Company’s businesses.
The Company’s long-term incentive compensation program is focused on employees who will have a greater impact on the direction and long-term results of the Company by virtue of their roles and responsibilities. In February 2009, the Compensation Committee approved changing the Company’s long-term incentive compensation structure to provide for 60% stock options and 40% restricted stock awards for members of senior management, based on value. The change in the long-term incentive compensation structure was made to place a slightly greater emphasis on positive stock price movements.

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Based on the foregoing, on February 20, 2009, the Compensation Committee approved the grant of stock options to the Company’s named executive officers, other than its chief executive officer, as follows:
         
    Securities Underlying
Name   Options (#)
Clay C. Williams
    64,000  
Mark A. Reese
    40,000  
Dwight W. Rettig
    32,000  
Robert W. Blanchard
    32,000  
The options were granted at a price equal to the closing trading price of the Company’s common stock on the New York Stock Exchange on the date of approval of the grants by the Compensation Committee ($25.96 per share). Each of such options has a term of ten years and vests in three equal annual installments commencing on the first anniversary of the grant.
On February 20, 2009, the Compensation Committee approved the grant of performance vesting restricted stock awards to the Company’s named executive officers, other than its chief executive officer, as follows:
         
    Shares of Restricted Stock
Name   (36 Months) (#)
Clay C. Williams
    32,000  
Mark A. Reese
    24,000  
Dwight W. Rettig
    16,000  
Robert W. Blanchard
    16,000  
The restricted stock awards granted by the Company to its executive officers vest 100% on the third anniversary of the date of grant, contingent on the Company’s average operating income growth, measured on a percentage basis, from January 1, 2009 to December 31, 2011 exceeding the median average operating income growth for a designated peer group over the same period. One-time, non-recurring, non-operational gains or charges to income taken by the Company or any member of the designated peer group that are publicly reported would be excluded from the income calculation and comparison set forth above. If the Company’s operating income growth does not exceed the median operating income growth of the designated peer group over the designated period, the applicable restricted stock award grant for the executives will not vest and would be forfeited.
The Company recognizes that its stock price fluctuates over time, and in certain cases quite significantly. As stock option grants have historically been granted on an annual basis during the first quarter of the calendar year, executives who have been employed with the Company for some time have received grants with varying exercise prices. This option grant process has helped incentivize its executives to continue employment with the Company during times when the Company’s stock performance is not as positive, allowing its executives to receive option grants with lower exercise prices during those times. Additionally, the ten year term of the options also helps reward its executives who remain with the Company, as it provides the executives time, so long as they continue employment with the Company, to realize financial benefits from their option grants after vesting.

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The addition of restricted stock award grants to its executives helps reduce the Company’s long-term incentive compensation reliance on positive stock price movements. The restricted stock awards will have value to the executive even if the Company’s stock price falls below the price on the date of grant, provided that the designated performance condition is achieved. The restricted stock awards also link the Company’s performance to key financial metrics that over the long-term should result in shareholder value creation.
The Company believes that its equity incentive grants must be sufficient in size and duration to provide a long-term performance and retention incentive for executives and to increase their interest in the appreciation of the Company’s stock and achievement of positive financial results relative to its peers. The Company believes that stock option and restricted stock award grants at a competitive level, with certain vesting requirements, are an effective way of promoting the long-term nature of its business.
Retirement, Health and Welfare Benefits
The Company offers retirement, health and welfare programs to all eligible employees. The Company’s executive officers generally are eligible for the same benefit programs on the same basis as the rest of the Company’s employees. The health and welfare programs cover medical, pharmacy, dental, vision, life, accidental death and dismemberment and disability insurance.
The Company offers retirement programs that are intended to supplement the employee’s personal savings. The programs include the National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (“401k Plan”) and National Oilwell Varco, Inc. Supplemental Savings Plan (“Supplemental Plan”). The Company’s U.S. employees, including its executives, are generally eligible to participate in the 401k Plan. Employees of the Company whose base salary meets or exceeds a certain dollar threshold established by the Company’s benefits plan administrative committee are eligible to participate in the Supplemental Plan (“Supplemental Employees”). Participation in the 401k Plan and Supplemental Plan are voluntary.
The Company established the 401k Plan to allow employees to save for retirement through a tax-advantaged combination of employee and Company contributions and to provide employees the opportunity to directly manage their retirement plan assets through a variety of investment options. The 401k Plan allows eligible employees to elect to contribute a portion of their eligible compensation into the 401k Plan. Wages and salaries from the Company are generally considered eligible compensation. Employee contributions are matched in cash by the Company at the rate of $1.00 per $1.00 employee contribution for the first 4% of the employee’s salary. In addition, the Company makes cash contributions for all eligible employees between 2.5% and 5.5% of their salary depending on the employee’s full years of service with the Company. Such contributions vest immediately. The 401k Plan offers 18 different investment options, for which the participant has sole discretion in determining how both the employer and employee contributions are invested. The 401k Plan does provide the Company’s employees the option to invest directly in the Company’s stock. The 401k Plan offers in-service withdrawals in the form of loans and hardship distributions.
The Company established the Supplemental Plan, a non-qualified plan, to
      allow Supplemental Employees to continue saving towards retirement when, due to compensation and contribution ceilings established under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), they can no longer contribute to the 401k Plan; and

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      provide Company base and matching contributions that cannot be contributed to the 401k Plan due to compensation and contribution ceilings established under the Internal Revenue Code.
Compensation which may be deferred into the Supplemental Plan includes wages and salaries from the Company and bonus payments made under the Company’s annual incentive plan. Supplemental Employees may elect to defer a percentage of their base pay and bonus payments received under the Company’s incentive plan into the Supplemental Plan. Contributions in the Supplemental Plan vest immediately. The investment options offered in the Supplemental Plan are similar to the investment options offered in the 401k Plan.
Compensation of the Chief Executive Officer
The Compensation Committee determines the compensation of the chief executive officer based on leadership, meeting operational goals, executing the Company’s business plan, and achieving certain financial results. Components of Mr. Miller’s compensation for 2009 were consistent with those for executive officers as described above and included base salary, participation in the annual incentive plan and the grant of stock options and performance-based restricted stock awards.
In considering Mr. Miller’s salary level, the Compensation Committee, generally on an annual basis, reviews the compensation level of chief executive officers of oilfield service companies with varying ranges of market capitalization and revenues and considers Mr. Miller’s individual performance and success in achieving the Company’s strategic objectives.
The Compensation Committee establishes goals and objectives for Mr. Miller for each fiscal year. Mr. Miller’s performance was measured in four key areas of the Company: (1) financial performance, (2) formulation and implementation of Company strategy, (3) operational performance, and (4) management and employee development. The specific goals within these four areas were set based on a determination of prioritizing Mr. Miller’s efforts on those specific areas and responsibilities that would have the greatest impact on the Company, and included the following:
      deliver the Company’s annual operating plan;
      monitor the Company’s backlog by focusing on on-time deliveries, quality and customer satisfaction;
      utilize in an efficient manner Board approved capital expenditures;
      emphasize effective communications with customers;
      identify and execute on strategic growth opportunities;
      execute Sarbanes-Oxley 404 compliance;
      develop high potential managers through exposure to all corporate activities, education and involvement in investor seminars and meetings; and
      refine strategic goals of the Company for the future.
The Compensation Committee reviewed such goals and objectives against Mr. Miller’s and the Company’s performance, and determined that Mr. Miller had achieved each of his pre-established goals and objectives. The Compensation Committee took Mr. Miller’s successful achievement of his goals into consideration when reviewing his compensation in 2009.
In 2009, based on this review, Mr. Miller received an option to purchase 200,000 shares of National Oilwell Varco common stock, with terms consistent with the options granted to the other executives described above, and a grant of 105,000 performance-based restricted stock award

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shares, with terms consistent with the performance-based restricted stock awards granted to the other executives described above. Mr. Miller was also paid a bonus of $617,670 under the Annual Incentive Plan (below the “target” level but well above the minimum operating profit target), as well as a separate discretionary bonus of $436,588 (consistent with the discretionary bonus payments made to the other executives described above). Mr. Miller requested that the Compensation Committee reduce his base salary from $950,000 to $800,000, the level which it was at prior to the base salary raise he received in February 2008, in light of the adjustments being made at the Company in response to difficult economic conditions. While the Compensation Committee believed such an adjustment was unwarranted based on competitive data, as well as Mr. Miller’s successful performance of his goals and the Company’s strong financial performance in 2008, the Compensation Committee agreed to honor Mr. Miller’s request to reduce his base salary to $800,000, effective February 2009.
U.S. Income Tax Limits on Deductibility
Section 162(m) of the Internal Revenue Code imposes a $1 million limitation on the deductibility of certain compensation paid to our chief executive officer and the next four highest paid executives. Excluded from the limitation is compensation that is “performance based.” For compensation to be performance based, it must meet certain criteria, including being based on predetermined objective standards approved by stockholders. Although the Compensation Committee takes the requirements of Section 162(m) into account in designing executive compensation, there may be circumstances when it is appropriate to pay compensation to our five highest paid executives that does not qualify as “performance based compensation” and thus is not deductible by us for federal income tax purposes. Our stock option and performance-based restricted stock award grants are designed to be “performance based compensation.” Bonus payments to our executives under the Company’s Annual Incentive Plan should also be excluded from this limitation.
Option Grant Practices
Historically, the Company has granted stock options to its key employees, including executives, in the first quarter of the year. The Company does not have any program, plan or practice to time its option grants to its executives in coordination with the release of material non-public information, and has not timed its release of material non-public information for the purposes of affecting the value of executive compensation. The Company does not set the grant date of its stock option grants to new executives in coordination with the release of material non-public information.
The Compensation Committee has the responsibility of approving any Company stock option grants. The Compensation Committee does not delegate material aspects of long-term incentive plan administration to any other person. The Company’s senior executives in coordination with the Compensation Committee set a time for the committee to meet during the first quarter of the year to review and approve stock option grants proposed by the senior executives. The specific timing of the meeting during the quarter is dependent on committee member schedules and availability and the Company finalizing its stock option grant proposal. If approved by the Compensation Committee, the grant date for the stock option grants is the date the committee meets and approves the grant, with the exercise price for the option grant being based on the Company’s closing stock price on the date of grant.

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Recent Developments
On February 16, 2010, the Compensation Committee approved the performance terms of the 2010 National Oilwell Varco Incentive Plan (the “2010 Incentive Plan”). The terms of the 2010 Incentive Plan are consistent with those described under “Annual Incentive Award” above. The Compensation Committee also approved raising Mr. Miller’s participation level under the 2010 Incentive Plan from 100% to 120%.
On February 16, 2010, the Compensation Committee also approved the grant of stock options to its executive officers pursuant to the National Oilwell Varco, Inc. Long-Term Incentive Plan, as follows:
         
    Securities Underlying
Name   Options (#)
Merrill A. Miller, Jr.
    210,000  
Clay C. Williams
    61,680  
Mark A. Reese
    33,885  
Dwight W. Rettig
    33,885  
Robert W. Blanchard
    33,885  
The exercise price of the stock options is $44.07 per share, which was the closing stock price of National Oilwell Varco, Inc. common stock on the date of grant. The stock options have terms of ten years from the date of grant and vest in three equal annual installments beginning on the first anniversary of the date of the grant.
On February 16, 2010, the Compensation Committee approved the grant of performance vesting restricted stock awards to its executive officers pursuant to the National Oilwell Varco, Inc. Long-Term Incentive Plan, as follows:
         
    Shares of Restricted Stock
Name   (36 Months) (#)
Merrill A. Miller, Jr.
    56,000  
Clay C. Williams
    16,400  
Mark A. Reese
    9,000  
Dwight W. Rettig
    9,000  
Robert W. Blanchard
    9,000  
The restricted stock awards granted by the Company to its executive officers vest 100% on the third anniversary of the date of grant, contingent on the Company’s average operating income growth, measured on a percentage basis, from January 1, 2010 to December 31, 2012 exceeding the median average operating income growth for a designated peer group over the same period. One-time, non-recurring, non-operational gains or charges to income taken by the Company or any member of the designated peer group that are publicly reported would be excluded from the income calculation and comparison set forth above. If the Company’s operating income growth does not exceed the median operating income growth of the designated peer group over the designated period, the applicable restricted stock award grant for the executives will not vest and would be forfeited.
On February 16, 2010, the Compensation Committee, in connection with its annual review of executive compensation and performance, after consulting with Frederic Cook, approved the following base salary increases for the Company’s executive officers: Merrill A. Miller, Jr. –

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from $800,000 to $950,000; Clay Williams – from $550,000 to $600,000; Mark Reese – from $490,000 to $525,000; Dwight Rettig – from $450,000 to $500,000; and Robert Blanchard – from $300,000 to $325,000. Increases for the executive officers were approved, effective January 1, 2010, as a result of the Company’s positive financial and operating performance in 2008 and 2009 and to better align their salaries with comparable salaries offered by the Company’s oilfield services sector peers.
Compensation Committee Report
The responsibilities of the Compensation Committee, which are set forth in the Compensation Committee Charter adopted by the Board of Directors, include approving and evaluating all compensation of directors and executive officers, including salaries, bonuses, and compensation plans, policies and programs of the Company.
We have reviewed and discussed with senior management the Compensation Discussion & Analysis section included in this proxy statement. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion & Analysis be included in the Company’s 2010 Proxy Statement.
Members of the Compensation Committee
Jeffery A. Smisek, Committee Chairman
Robert E. Beauchamp
Roger L. Jarvis
Employment Contracts and Termination of Employment and Change-in-Control Arrangements
Miller, Reese, Rettig and Blanchard
The Company entered into an employment agreement on January 1, 2002 with Mr. Miller, which was amended on December 22, 2008 and on December 31, 2009. Under the employment agreement, Mr. Miller is provided a base salary, currently set at $950,000. The employment agreement also entitles him to receive an annual bonus and to participate in the Company’s incentive, savings and retirement plans. The agreement has a term of three years and is automatically extended on an annual basis. The agreement provides for a base salary, participation in employee incentive plans, and employee benefits as generally provided to all employees.
In addition, the agreement contains certain termination provisions. If the employment relationship is terminated by the Company for any reason other than
      voluntary termination;
      termination for cause (as defined);
      death; or
      long-term disability;
or if the employment relationship is terminated by the employee for Good Reason, as defined below, Mr. Miller is entitled to receive 3.5 times the amount of his current base salary, three times the amount equal to the total of the employer matching contributions under the Company’s 401(k) Plan and Supplemental Plan, and three years participation in the Company’s welfare and medical benefit plans. Mr. Miller will have the right, during the 60-day period after such

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termination, to elect to surrender all or part of any stock options held by him at the time of termination, whether or not exercisable, for a cash payment equal to the spread between the exercise price of the option and the highest reported per share sales price during the 60-day period prior to the date of termination. Any option not so surrendered will remain exercisable until the earlier of one year after the date of termination or the stated expiration date of the specific option grant.
Under the agreement, termination by Mr. Miller for “Good Reason” means
      the assignment to him of any duties inconsistent with his current position or any action by the Company that results in a diminution in his position, authority, duties or responsibilities;
      a failure by the Company to comply with the terms of the agreement; or
      requiring Mr. Miller to relocate or to travel to a substantially greater extent than required at the date of the agreement.
In addition, compensation will be “grossed up” for any excise tax imposed under Section 4999 of the Internal Revenue Code as a result of any payment or benefit provided to Mr. Miller under the employment agreement. The agreement also contains restrictions on competitive activities and solicitation of our employees for three years following the date of termination. After any such termination of employment, Mr. Miller will also have the option to participate in the Company’s welfare and medical benefit plans at employee rates and will be entitled to receive outplacement services valued at not more than 15% of base salary.
We entered into employment agreements on January 1, 2002 with Messrs. Reese and Rettig (which were amended on December 22, 2008 and on December 31, 2009) and on December 22, 2008 with Mr. Blanchard (which was amended on December 31, 2009) that contain certain termination provisions. Under the employment agreements, Messrs. Reese, Rettig and Blanchard are provided base salary. The agreements have a one-year term and are automatically extended on an annual basis. The agreements also provide for participation in employee incentive plans, and employee benefits as generally provided to all employees. If the employment relationship is terminated by the Company for any reason other than
      voluntary termination;
      termination for cause (as defined);
      death; or
      long-term disability;
or if the employment relationship is terminated by the employee for Good Reason, the employee is entitled to receive 1.5 times his current base salary and an amount equal to the total of the employer matching contributions under the Company’s 401(k) Plan and Supplemental Plan, and one year’s participation in the Company’s welfare and medical benefit plans.
In addition, compensation will be “grossed up” for any excise tax imposed under Section 4999 of the Internal Revenue Code as a result of any payment or benefit provided to the executive under his employment agreement. The agreements also contain restrictions on competitive activities and solicitation of our employees for one year following the date of termination. After any such termination of employment, the executive will also have the option to participate in the Company’s welfare and medical benefit plans at employee rates and will be entitled to receive outplacement services valued at not more than 15% of base salary.
Additionally, the Company’s stock option agreements and restricted stock agreements provide for full vesting of unvested outstanding options and restricted stock, respectively, in the event of a

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change of control of the Company and a change in the holder’s responsibilities following a change of control.
Williams
The Company assumed the Amended and Restated Executive Agreements entered into on December 19, 2003, by Varco with Mr. Williams, which was amended on December 22, 2008 and on December 31, 2009. The agreement has an initial term that continues in effect through December 31, 2006, and is automatically extended for one or more additional terms of three (3) years each. The agreement contains certain termination provisions, as further described below under “Varco Change in Control Severance Plan”.
Varco Supplemental Executive Retirement Plan. Mr. Williams was a participant in the Amendment and Restatement of the Supplemental Executive Retirement Plan of Varco which was assumed by the Company as a result of the merger (the “Merger”) with Varco International, Inc. (the “Amended SERP”). The Amended SERP provides for retirement, death and disability benefits, payable over ten years. The annual benefit amount is generally equal to 50% of the average of a participant’s highest five calendar years of base salary, or if greater, in the case of a change of control that occurs prior to January 1, 2006 (which occurred as a result of the Merger), 50% of the average salary in effect since January 2001. This annual benefit is subject to a service reduction in the event the participant retires or his employment is terminated prior to reaching age 65 (excluded from this reduction are terminations following a change in control).
Mr. Williams is currently fully vested in the benefits provided by the Amended SERP. Based on historical earnings and presuming normal retirement at age 65, Mr. Williams would be entitled to an annual benefit of approximately $159,000.
Amendment and Restatement of the Varco Executive Retiree Medical Plan. Mr. Williams was a participant in the Amendment and Restatement of the Varco International, Inc. Executive Retiree Medical Plan which was assumed by the Company as a result of the Merger (the “Medical Plan”). Upon and following (i) certain retirements of a participant at or after age 55, or (ii) the death or disability of a participant, or (iii) terminations of a participant prior to age 55 (but benefits are not payable until age 55), the participant, his spouse and dependent children shall be provided the medical, dental, vision and prescription drug benefits that are then provided to the Company’s executive officers. These Medical Plan benefits are, however, conditioned upon the Company’s receipt of a monthly cash contribution in an amount not greater than that paid by the executive officers for similar benefits, and, in certain circumstances, the participant having achieved 10 years of service with the Company or any of its predecessor companies prior to retirement or termination of employment.
Mr. Williams is currently fully vested in the benefits provided by the Medical Plan.
Varco Change in Control Severance Plan. Mr. Williams was a participant in the Varco change in control severance plan, which was assumed by the Company as a result of the Merger.
The change in control severance plan provides benefits if the executive is terminated other than for cause or if the executive terminates his employment for good reason (each as defined below) within twenty four months of a qualifying change in control. Upon such qualifying termination following a change in control, the executive is entitled to severance compensation and benefits, including those set forth below:
a lump sum payment equal to 4.5 times base salary;

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a lump sum cash payment equal to any awards actually earned under the Company’s bonus plan during the year of termination;
full vesting of all accrued benefits under the Company’s 401(k) Plan, SERP, Supplemental Plan and Medical Plan, as applicable;
a lump sum payment equal to three years of expected Company contributions under the Company’s 401(k) Plan and Supplemental Plan;
full vesting of any restricted stock awards and payment of awards earned under any intermediate or long-term bonus plan;
an extended option exercise period; and
the gross-up of certain payments, subject to excise taxes under the Internal Revenue Code as “parachute payments,” so that the participant receives the same amount he would have received had there been no applicable excise taxes.
Under the change in control severance plan, a participant is also entitled to receive, upon a qualifying termination, medical and dental benefits (based on the cost sharing arrangement in place on the date of termination) throughout the three year payout period, and outplacement services valued at not more than 15% of base salary. After any such termination of employment, Mr. Williams will also have the option to participate in the Company’s welfare and medical benefit plans at employee rates.
The agreement also contains restrictions on competitive activities and solicitation of our employees for one year following the date of termination, unless termination occurs as a result of a “change in control” event, in which case the period shall be three years following the date of termination.
Under the terms of the amended and restated executive agreement, which contains the change of control severance plan, the term “cause” means:
executive’s conviction of a felony involving moral turpitude, dishonesty or a breach of trust towards the Company;
executives commission of any act of theft, fraud, embezzlement or misappropriation against the Company that is materially injurious to the Company regardless of whether a criminal conviction is obtained;
executive’s willful and continued failure to devote substantially all of his business time to the Company’s business affairs (excluding failures due to illness, incapacity, vacations, incidental civic activities and incidental personal time) which failure is not remedied within a reasonable time after a written demand by the Company specifically identifying executive’s failure is delivered by the Company;
executive’s unauthorized disclosure of confidential information of the Company that is materially injurious to the Company; or
executive’s knowing or willful material violation of federal or state securities laws, as determined in good faith by the Company’s board of directors.
Under the terms of the amended and restated executive agreement, which contains the change of control severance plan, the term “good reason” means:
failure to re-elect or appoint the executive to any corporate office or directorship held at the time of the change of control or a material reduction in executive’s authority, duties or responsibilities (including status, offices, titles and reporting requirements) or if executive is assigned duties or responsibilities inconsistent in any material respect from those of executive at the time of the relevant change of control all on the basis of which executive makes a good faith determination that the terms of his employment have been detrimentally and materially affected;

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a material reduction of executive’s compensation, benefits or perquisites, including annual base salary, annual bonus, intermediate or long-term cash or equity incentive opportunities or plans from those in effect prior to the change of control;
The Company fails to obtain a written agreement satisfactory to executive from any successor or assigns of the Company to assume and perform the amended and restated executive agreement; or
The Company requires executive to be based at any office located more than fifty (50) miles from the Company’s current offices without executive’s consent.
Potential Payments Upon Termination or Change in Control
The Company has entered into certain agreements and maintains certain plans that will require the Company to provide compensation to the Named Executive Officers in the event of a termination of employment or change in control of the Company.
The Company’s Compensation Committee believes the payment and benefit levels provided to its named executive officers under their employment agreements and/or change of control plans upon termination or change of control should correspond to the level of responsibility and risk assumed by the named executive officer. Thus, the payment and benefit levels for Mr. Miller, Mr. Reese, Mr. Rettig and Mr. Blanchard are based on their levels of responsibility and market considerations at the time the Company entered into the relevant agreements. The payment and benefit levels for Mr. Williams are based on similar considerations but certain differences in his benefits are due to the particular terms of his executive agreement, which was assumed by the Company in the Merger. The Compensation Committee recognizes that it is not likely that the Company’s named executive officers would be retained by an acquiror in the event of a change of control. As a result, the Compensation Committee believes that a certain amount of cash compensation, along with immediate vesting of all unvested equity compensation, is an appropriate and sufficient incentive for the named executive officers to remain employed with the Company, even if a change of control were imminent. It is believed that these benefit levels should provide the Company’s named executive officers with reasonable financial security so that they could continue to make strategic decisions that impact the future of the Company.
The amount of compensation payable to each Named Executive Officer in each situation is listed in the tables below.

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The following table describes the potential payments upon termination or change in control of the Company as of December 31, 2009 for Merrill A. Miller, Jr., the Company’s Chief Executive Officer.
                             
Executive Benefits and Payments Upon    
Termination (1)   Involuntary Not for Cause Termination (2)
Base Salary (3.5 times)
            $ 2,800,000  
Continuing medical benefits
            $ 226,766  
Retirement Contribution and Matching
            $ 180,000  
Value of Unvested Stock Options
            $ 3,921,506  
Value of Unvested Restricted Stock
            $ 9,699,800  
Outplacement Services (3)
            $ 120,000  
Estimated Tax Gross Up
            $ 0  
 
                 
Total:
            $ 16,948,072  
 
(1)   For purposes of this analysis, we assumed the Executive’s compensation is as follows: base salary as of December 31, 2009 of $800,000. Unvested stock options include 33,334 options from 2007 grant at $35.225/share, 83,334 options from 2008 grant at $64.16/share, and 200,000 options from 2009 grant at $25.96/share. Unvested restricted stock includes 50,000 shares from 2007 grant, 65,000 shares from 2008 grant, and 105,000 shares from 2009 grant. Value of unvested stock options and restricted stock based on a share price of $44.09, the Company’s closing stock price on December 31, 2009.
 
(2)   Assumes the employment relationship is terminated by the Company for any reason other than voluntary termination, termination for cause, death, or disability, or if the employment relationship is terminated by the executive for “Good Reason”, as of December 31, 2009. Termination by the executive for “Good Reason” means the assignment to the employee of any duties inconsistent with his current position or any action by the Company that results in a diminution in the executive’s position, authority, duties or responsibilities; a failure by the Company to comply with the terms of the executive’s employment agreement; or the requirement of the executive to relocate or to travel to a substantially greater extent than required at the date of the employment agreement.
 
(3)   Executive also entitled to outplacement services valued at not more than 15% of base salary. For purposes of this analysis, we valued the outplacement services at 15% of base salary.
In the event of:
    a Company termination of Mr. Miller’s employment for cause;
 
    Mr. Miller’s voluntary termination of his employment with the Company (not for “Good Reason’); or
 
    Mr. Miller’s employment with the Company is terminated due to his death or disability,
no extra benefits are payable by the Company to Mr. Miller as a result of any such events, other than accrued obligations and benefits owed by the Company to Mr. Miller (such as base salary through the date of termination and his outstanding balance in the Company’s 401k Plan). In the event termination is not for cause, Mr. Miller would also be entitled to receive an amount equal to 50% of his base salary.

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The following table describes the potential payments upon termination or change in control of the Company as of December 31, 2009 for Clay C. Williams, the Company’s Executive Vice President and Chief Financial Officer.
                              
Executive Benefits and Payments Upon              
Termination (1)   Involuntary Not for Cause Termination (2)
Base Salary (4.5 times)
            $ 2,475,000  
Continuing medical benefits
            $ 346,014  
Retirement Contribution and Matching
            $ 123,750  
Value of Unvested Stock Options
            $ 1,308,073  
Value of Unvested Restricted Stock
            $ 3,394,930  
Outplacement Services (3)
            $ 82,500  
Estimated Tax Gross Up
            $ 0  
 
                 
Total:
            $ 7,730,267  
 
(1)   For purposes of this analysis, we assumed the Executive’s compensation is as follows: base salary as of December 31, 2009 of $550,000. Unvested stock options include 16,667 options from 2007 grant at $35.225/share, 26,667 options from 2008 grant at $64.16/share, and 64,000 options from 2009 grant at $25.96/share. Unvested restricted stock includes 25,000 shares from 2007 grant, 20,000 shares from 2008 grant and 32,000 shares from 2009 grant. Value of unvested stock options and restricted stock based on a share price of $44.09, the Company’s closing stock price on December 31, 2009.
 
(2)   Assumes, within twenty four months of a qualifying change in control, the employment relationship is terminated by the Company for other than cause or if the executive terminates his employment for good reason, as of December 31, 2009, as further described under the caption “Williams” above.
 
(3)   Executive also entitled to outplacement services valued at not more than 15% of base salary. For purposes of this analysis, we valued the outplacement services at 15% of base salary.
In the event Mr. Williams is terminated involuntarily by the Company for any reason other than for cause (and such termination is not pursuant to a qualifying change in control), Mr. Williams will be entitled to receive the following:
    an amount equal to his base salary; and
 
    an amount equal to awards actually earned under Company incentive plans calculated through the last completed quarter prior to the date of termination of employment.
In the event of a Company termination of Mr. Williams’ employment for cause or Mr. Williams’ voluntary termination of his employment with the Company (not for good reason), no extra benefits are payable by the Company to Mr. Williams as a result of any such events.

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The following table describes the potential payments upon termination or change in control of the Company as of December 31, 2009 for Mark A. Reese, the Company’s Group President – Rig Technology.
                            
Executive Benefits and Payments Upon            
Termination (1)   Involuntary Not for Cause Termination (2)
Base Salary (1.5 times)
          $ 735,000  
Continuing medical benefits
          $ 251,143  
Retirement Contribution and Matching
          $ 44,100  
Value of Unvested Stock Options
          $ 813,850  
Value of Unvested Restricted Stock
          $ 2,160,410  
Outplacement Services (3)
          $ 73,500  
Estimated Tax Gross Up
          $ 0  
 
               
Total:
          $ 4,078,003  
 
(1)   For purposes of this analysis, we assumed the Executive’s compensation is as follows: base salary as of December 31, 2009 of $490,000. Unvested stock options include 10,000 options from 2007 grant at $35.225/share, 13,334 options from 2008 grant at $64.16/share, and 40,000 options from 2009 grant at $25.96/share. Unvested restricted stock includes 15,000 shares from 2007 grant, 10,000 shares from 2008 grant and 24,000 shares from 2009 grant. Value of unvested stock options and restricted stock based on a share price of $44.09, the Company’s closing stock price on December 31, 2009.
 
(2)   Assumes the employment relationship is terminated by the Company for any reason other than voluntary termination, termination for cause, death, or disability, or if the employment relationship is terminated by the executive for “Good Reason”, as of December 31, 2009. Termination by the executive for “Good Reason” means the assignment to the employee of any duties inconsistent with his current position or any action by the Company that results in a diminution in the executive’s position, authority, duties or responsibilities; a failure by the Company to comply with the terms of the executive’s employment agreement; or the requirement of the executive to relocate or to travel to a substantially greater extent than required at the date of the employment agreement.
 
(3)   Executive also entitled to outplacement services valued at not more than 15% of base salary. For purposes of this analysis, we valued the outplacement services at 15% of base salary.
In the event of:
    a Company termination of Mr. Reese’s employment for cause;
 
    Mr. Reese’s voluntary termination of his employment with the Company (not for “Good Reason’); or
 
    Mr. Reese’s employment with the Company is terminated due to his death or disability,
no extra benefits are payable by the Company to Mr. Reese as a result of any such events, other than accrued obligations and benefits owed by the Company to Mr. Reese (such as base salary through the date of termination and his outstanding balance in the Company’s 401k Plan). In the event termination is not for cause, Mr. Reese would also be entitled to receive an amount equal to 50% of his base salary.

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The following table describes the potential payments upon termination or change in control of the Company as of December 31, 2009 for Dwight W. Rettig, the Company’s Senior Vice President, General Counsel and Secretary.
                              
Executive Benefits and Payments Upon              
Termination (1)     Involuntary Not for Cause Termination (2)
Base Salary (1.5 times)
            $ 675,000  
Continuing medical benefits
            $ 189,867  
Retirement Contribution and Matching
            $ 38,250  
Value of Unvested Stock Options
            $ 668,810  
Value of Unvested Restricted Stock
            $ 1,807,690  
Outplacement Services (3)
            $ 67,500  
Estimated Tax Gross Up
            $ 0  
 
                 
Total:
            $ 3,447,117  
 
(1)   For purposes of this analysis, we assumed the Executive’s compensation is as follows: base salary as of December 31, 2009 of $450,000. Unvested stock options include 10,000 options from 2007 grant at $35.225/share, 13,334 options from 2008 grant at $64.16/share, and 32,000 options from 2009 grant at $25.96/share. Unvested restricted stock includes 15,000 shares from 2007 grant, 10,000 shares from 2008 grant and 16,000 shares from 2009 grant. Value of unvested stock options and restricted stock based on a share price of $44.09, the Company’s closing stock price on December 31, 2009.
 
(2)   Assumes the employment relationship is terminated by the Company for any reason other than voluntary termination, termination for cause, death, or disability, or if the employment relationship is terminated by the executive for “Good Reason”, as of December 31, 2009. Termination by the executive for “Good Reason” means the assignment to the employee of any duties inconsistent with his current position or any action by the Company that results in a diminution in the executive’s position, authority, duties or responsibilities; a failure by the Company to comply with the terms of the executive’s employment agreement; or the requirement of the executive to relocate or to travel to a substantially greater extent than required at the date of the employment agreement.
 
(3)   Executive also entitled to outplacement services valued at not more than 15% of base salary. For purposes of this analysis, we valued the outplacement services at 15% of base salary.
In the event of:
    a Company termination of Mr. Rettig’s employment for cause;
 
    Mr. Rettig’s voluntary termination of his employment with the Company (not for “Good Reason’); or
 
    Mr. Rettig’s employment with the Company is terminated due to his death or disability,
no extra benefits are payable by the Company to Mr. Rettig as a result of any such events, other than accrued obligations and benefits owed by the Company to Mr. Rettig (such as base salary through the date of termination and his outstanding balance in the Company’s 401k Plan). In the event termination is not for cause, Mr. Rettig would also be entitled to receive an amount equal to 50% of his base salary.

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The following table describes the potential payments upon termination or change in control of the Company as of December 31, 2009 for Robert W. Blanchard, the Company’s Vice President, Corporate Controller and Chief Accounting Officer.
                            
Executive Benefits and Payments Upon    
Termination (1)   Involuntary Not for Cause Termination (2)
Base Salary (1.5 times)
          $ 450,000  
Continuing medical benefits
          $ 320,848  
Retirement Contribution and Matching
          $ 25,500  
Value of Unvested Stock Options
          $ 668,810  
Value of Unvested Restricted Stock
          $ 1,807,690  
Outplacement Services (3)
          $ 45,000  
Estimated Tax Gross Up
          $ 0  
 
               
Total:
          $ 3,317,848  
 
(1)   For purposes of this analysis, we assumed the Executive’s compensation is as follows: base salary as of December 31, 2009 of $300,000. Unvested stock options include 10,000 options from 2007 grant at $35.225/share, 13,334 options from 2008 grant at $64.16/share, and 32,000 options from 2009 grant at $25.96/share. Unvested restricted stock includes 15,000 shares from 2007 grant, 10,000 shares from 2008 grant and 16,000 shares from 2009 grant. Value of unvested stock options and restricted stock based on a share price of $44.09, the Company’s closing stock price on December 31, 2009.
 
(2)   Assumes the employment relationship is terminated by the Company for any reason other than voluntary termination, termination for cause, death, or disability, or if the employment relationship is terminated by the executive for “Good Reason”, as of December 31, 2009. Termination by the executive for “Good Reason” means the assignment to the employee of any duties inconsistent with his current position or any action by the Company that results in a diminution in the executive’s position, authority, duties or responsibilities; a failure by the Company to comply with the terms of the executive’s employment agreement; or the requirement of the executive to relocate or to travel to a substantially greater extent than required at the date of the employment agreement.
 
(3)   Executive also entitled to outplacement services valued at not more than 15% of base salary. For purposes of this analysis, we valued the outplacement services at 15% of base salary.
In the event of:
    a Company termination of Mr. Blanchard’s employment for cause;
 
    Mr. Blanchard’s voluntary termination of his employment with the Company (not for “Good Reason’); or
 
    Mr. Blanchard’s employment with the Company is terminated due to his death or disability,
no extra benefits are payable by the Company to Mr. Blanchard as a result of any such events, other than accrued obligations and benefits owed by the Company to Mr. Blanchard (such as base salary through the date of termination and his outstanding balance in the Company’s 401k Plan). In the event termination is not for cause, Mr. Blanchard would also be entitled to receive an amount equal to 50% of his base salary.

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EXECUTIVE COMPENSATION
The following table sets forth for the year ended December 31, 2009 the compensation paid by the Company to its Chief Executive Officer and Chief Financial Officer and three other most highly compensated executive officers (the “Named Executive Officers”) serving in such capacity at December 31, 2009.
Summary Compensation Table
                                                                         
                                                    Change        
                                                    in        
                                                    Pension        
                                                    Value        
                                              and        
                                            Non-Equity   Nonqualified      
                                            Incentive   Deferred   All    
Name and                           Stock   Option   Plan   Compensation   Other    
Principal           Salary   Bonus   Awards   Awards   Compensation   Earnings   Compensation    
Position   Year   ($)   ($)(1)   ($)(2)   ($)(3)   ($)   ($)   ($)(4)   Total ($)
(a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)
Merrill A. Miller, Jr.
    2009     $ 823,077     $ 436,588     $ 2,725,800     $ 2,377,740     $ 617,670           $ 38,269     $ 7,019,144  
President
    2008     $ 950,000           $ 4,170,400     $ 2,770,362     $ 1,825,960           $ 42,430     $ 9,759,152  
and CEO
    2007     $ 800,000           $ 2,928,000     $ 1,198,670     $ 1,600,000           $ 37,000     $ 6,563,670  
 
                                                                       
Clay C. Williams
    2009     $ 550,000     $ 240,123     $ 830,720     $ 760,877     $ 339,719           $ 29,050     $ 2,750,489  
Executive Vice
    2008     $ 550,000           $ 1,283,200     $ 886,516     $ 845,708           $ 41,235     $ 3,606,659  
President and CFO
    2007     $ 500,000           $ 1,464,000     $ 599,335     $ 800,000           $ 37,357     $ 3,400,692  
 
                                                                       
Mark A. Reese
    2009     $ 490,000     $ 100,279     $ 623,040     $ 475,548     $ 598,770           $ 34,215     $ 2,321,852  
Group President
    2008     $ 490,000           $ 641,600     $ 443,258     $ 589,971           $ 33,680     $ 2,198,509  
Rig Technology
    2007     $ 385,000           $ 878,400     $ 359,601     $ 577,500           $ 28,250     $ 2,228,751  
 
                                                                       
Dwight W. Rettig
    2009     $ 450,000     $ 184,185     $ 415,360     $ 380,438     $ 260,580           $ 27,800     $ 1,718,363  
Senior VP, General
    2008     $ 450,000           $ 641,600     $ 443,258     $ 648,696           $ 27,185     $ 2,210,739  
Counsel & Secretary
    2007     $ 350,000           $ 878,400     $ 359,601     $ 525,000           $ 23,000     $ 2,136,001  

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`

                                                                         
                                                    Change        
                                                    in        
                                                    Pension        
                                                    Value        
                                              and        
                                            Non-Equity   Nonqualified      
                                            Incentive   Deferred   All    
Name and                           Stock   Option   Plan   Compensation   Other    
Principal           Salary   Bonus   Awards   Awards   Compensation   Earnings   Compensation    
Position   Year   ($)   ($)(1)   ($)(2)   ($)(3)   ($)   ($)   ($)(4)   Total ($)
(a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)
Robert W. Blanchard
    2009     $ 300,000     $ 122,790     $ 415,360     $ 380,438     $ 173,720           $ 23,077     $ 1,415,385  
VP, Corporate
    2008     $ 300,000           $ 641,600     $ 443,258     $ 432,464           $ 23,982     $ 1,841,304  
Controller & Chief
    2007     $ 240,000           $ 878,400     $ 359,601     $ 360,000           $ 19,200     $ 1,857,201  
Accounting Officer
                                                                       
 
(1)   Reflects a discretionary bonus payout. For further information, see “Compensation Discussion and Analysis — Components of Compensation — Annual Incentive Award”.
 
(2)   Aggregate grant date fair value of stock awards granted in the designated fiscal year.
 
(3)   Aggregate grant date fair value of option awards granted in the designated fiscal year.
 
(4)   The amounts include:
 
(a)   The Company’s cash contributions for 2009 under the National Oilwell Varco 401(k) and Retirement Savings Plan, a defined contribution plan, on behalf of Mr. Miller — $17,740; Mr. Williams — $18,375; Mr. Reese — $21,965; Mr. Rettig — $19,600; and Mr. Blanchard — $20,602.
 
(b)   The Company’s cash contributions for 2009 under the National Oilwell Varco Supplemental Savings Plan, a defined contribution plan, on behalf of Mr. Miller — $20,529; Mr. Williams - $10,675; Mr. Reese — $12,250; Mr. Rettig — $8,200; and Mr. Blanchard — $2,475.
Grants of Plan Based Awards
     The following table provides information concerning stock options and restricted stock awards granted to Named Executive Officers during the fiscal year ended December 31, 2009. The Company has granted no stock appreciation rights.
Grants of Plan-Based Awards
                                                                                         
                                                            All Other   All Other        
                                                            Stock   Option        
            Estimated Possible Payouts   Estimated Future Payouts   Awards:   Awards:   Exercise    
            Under Non-Equity Incentive   Under Equity Incentive Plan   Number   Number of   or Base   Grant Date
            Plan Awards   Awards   of Shares   Securities   Price of   Fair Value of
            Thresh-                   Thresh-                   of Stock   Underlying   Option   Stock and
    Grant   old   Target   Maximum   old   Target   Maximum   or Units   Options   Awards   Option
Name   Date   ($)(1)   ($)(1)   ($)(1)   (#)(2)   (#)(2)   (#)(2)   (#)   (#)   ($/Sh)   Awards (3)
(a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)   (k)   (l)
Merrill A. Miller, Jr.
    2009     $ 80,000     $ 800,000     $ 1,600,000       105,000       105,000       105,000               200,000     $ 25.96     $ 5,103,540  
 
Clay C. Williams
    2009     $ 44,000     $ 440,000     $ 880,000       32,000       32,000       32,000               64,000     $ 25.96     $ 1,591,597  
 
Mark A. Reese
    2009     $ 36,750     $ 367,500     $ 735,000       24,000       24,000       24,000               40,000     $ 25.96     $ 1,098,588  

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                                                            All Other   All Other        
                                                            Stock   Option        
            Estimated Possible Payouts   Estimated Future Payouts   Awards:   Awards:   Exercise    
            Under Non-Equity Incentive   Under Equity Incentive Plan   Number   Number of   or Base   Grant Date
            Plan Awards   Awards   of Shares   Securities   Price of   Fair Value of
            Thresh-                   Thresh-                   of Stock   Underlying   Option   Stock and
    Grant   old   Target   Maximum   old   Target   Maximum   or Units   Options   Awards   Option
Name   Date   ($)(1)   ($)(1)   ($)(1)   (#)(2)   (#)(2)   (#)(2)   (#)   (#)   ($/Sh)   Awards (3)
(a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)   (k)   (l)
Dwight W. Rettig
    2009     $ 33,750     $ 337,500     $ 675,000       16,000       16,000       16,000               32,000     $ 25.96     $ 795,798  
 
Robert W. Blanchard
    2009     $ 22,500     $ 225,000     $ 450,000       16,000       16,000       16,000               32,000     $ 25.96     $ 795,798  
 
(1)   Represents possible payouts under our annual incentive compensation plan.
 
(2)   On February 20, 2009, each of the Named Executive Officers was granted shares of performance-based restricted stock awards, which are reflected in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column in the table above. The grants vest 100% on the third anniversary of the date of grant, contingent on the Company’s average operating income growth, measured on a percentage basis, from January 1, 2009 to December 31, 2011 exceeding the median average operating income growth for a designated peer group over the same period. One-time, non-recurring, non-operational gains or charges to income taken by the Company or any member of the designated peer group that are publicly reported would be excluded from the income calculation and comparison set forth above. If the Company’s operating income growth does not exceed the median operating income growth of the designated peer group over the designated period, the applicable restricted stock award grant for the executives will not vest and would be forfeited.
 
(3)   Assumptions made in calculating the value of option and restricted stock awards are further discussed in Item 15. Exhibits and Financial Statement Schedules – Notes to Consolidated Financial Statements, Note 13, of the Company’s Form 10-K for the fiscal year ended December 31, 2009. The grant date fair value of the restricted stock awards are as follows: Mr. Miller — $2,725,800; Mr. Williams — $830,720; Mr. Reese — $623,040; Mr. Rettig — $415,360; and Mr. Blanchard — $415,360. The grant date fair value of the option awards are as follows: Mr. Miller — $2,377,740; Mr. Williams — $760,877; Mr. Reese — $475,548; Mr. Rettig — $380,438; and Mr. Blanchard — $380,438.
Exercises and Holdings of Previously-Awarded Equity Disclosure
     The following table provides information regarding outstanding awards that have been granted to Named Executive Officers where the ultimate outcomes of such awards have not been realized, as of December 31, 2009.

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Outstanding Equity Awards at Fiscal Year-End
                                                                         
    Option Awards   Stock Awards
                                                            Equity   Equity
                                                            Incentive   Incentive
                    Equity                                   Plan   Plan Awards:
                    Incentive Plan                                   Awards:   Market or
    Number           Awards:                           Market   Number of   Payout Value
    of   Number of   Number of                   Number of   Value of   Unearned   of Unearned
    Securities   Securities   Securities                   Shares or   Shares or   Shares, Units   Shares, Units
    Underlying   Underlying   Underlying                   Units of   Units of   or Other   or Other
    Unexercised   Unexercised   Unexercised   Option           Stock That   Stock That   Rights That   Rights That
    Options   Options   Unearned   Exercise   Option   Have Not   Have Not   Have Not   Have Not
    (#)   (#)   Options   Price   Expiration   Vested   Vested   Vested   Vested
Name   Exercisable   Unexercisable   (#)   ($)   Date   (#)   ($)   (#)   ($) (1)
(a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)
Merrill A. Miller, Jr.
            200,000  (2)           25.96       2/21/19                                  
 
    41,666       83,334  (3)           64.16       2/20/18                                  
 
    66,666       33,334  (4)           35.225       3/2/17                                  
 
    133,334                     33.29       2/22/16                                  
 
    42,667                     29.125       10/13/15                                  
 
                                                            50,000  (5)   2,204,500  
 
                                                            65,000  (6)   2,865,850  
 
                                                            105,000  (7)   4,629,450  
Clay C. Williams
            64,000  (2)           25.96       2/21/19                                  
 
    13,333       26,667  (3)           64.16       2/20/18                                  
 
    33,333       16,667  (4)           35.225       3/2/17                                  
 
    100,000                     33.29       2/22/16                                  
 
    57,370                     13.085       1/28/14                                  
 
                                                            25,000  (5)   1,102,250  
 
                                                            20,000  (6)   881,800  
 
                                                            32,000  (7)   1,410,880  
Mark A. Reese
            40,000  (2)           25.96       2/21/19                                  
 
    6,666       13,334  (3)           64.16       2/20/18                                  
 
    10,000       10,000  (4)           35.225       3/2/17                                  
 
    20,000                     33.29       2/22/16                                  
 
                                                            15,000  (5)   661,350  

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    Option Awards   Stock Awards
                                                            Equity   Equity
                                                            Incentive   Incentive
                    Equity                                   Plan   Plan Awards:
                    Incentive Plan                                   Awards:   Market or
    Number           Awards:                           Market   Number of   Payout Value
    of   Number of   Number of                   Number of   Value of   Unearned   of Unearned
    Securities   Securities   Securities                   Shares or   Shares or   Shares, Units   Shares, Units
    Underlying   Underlying   Underlying                   Units of   Units of   or Other   or Other
    Unexercised   Unexercised   Unexercised   Option           Stock That   Stock That   Rights That   Rights That
    Options   Options   Unearned   Exercise   Option   Have Not   Have Not   Have Not   Have Not
    (#)   (#)   Options   Price   Expiration   Vested   Vested   Vested   Vested
Name   Exercisable   Unexercisable   (#)   ($)   Date   (#)   ($)   (#)   ($) (1)
(a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)
 
                                                            10,000  (6)   440,900  
 
                                                            24,000  (7)   1,058,160  
Dwight W. Rettig
            32,000  (2)           25.96       2/21/19                                  
 
    6,666       13,334  (3)           64.16       2/20/18                                  
 
    10,000       10,000  (4)           35.225       3/2/17                                  
 
    20,000                     33.29       2/22/16                                  
 
                                                            15,000  (5)   661,350  
 
                                                            10,000  (6)   440,900  
 
                                                            16,000  (7)   705,440  
Robert W. Blanchard
            32,000  (2)           25.96       2/21/19                                  
 
    6,666       13,334  (3)           64.16       2/20/18                                  
 
    10,000       10,000  (4)           35.225       3/2/17                                  
 
    20,000                     33.29       2/22/16                                  
 
                                                            15,000  (5)   661,350  
 
                                                            10,000  (6)   440,900  
 
                                                            16,000  (7)   705,440  
 
(1)   Calculations based upon the closing price ($44.09) of the Company’s common stock on December 31, 2009, the last trading day of the year.
 
(2)   2009 Stock Option Grant — Stock options vest at the rate of 33 1/3%/year, with vesting dates of 2/20/10, 2/20/11 and 2/20/12.
 
(3)   2008 Stock Option Grant — Stock options vest at the rate of 33 1/3%/year, with vesting dates of 2/19/09, 2/19/10 and 2/19/11.
 
(4)   2007 Stock Option Grant — Stock options vest at the rate of 33 1/3%/year, with vesting dates of 3/1/08, 3/1/09 and 3/1/10.
 
(5)   2007 Restricted Stock Grant — The grant vests 100% on the third anniversary of the date of grant, contingent on the Company’s operating income growth, measured on a percentage basis, from January 1, 2007 to December 31, 2009 exceeding the median average operating income growth for a designated peer group over the same period. One-time, non-recurring, non-operational gains or charges to income taken by the Company or any member of the designated peer group that are publicly reported would be excluded from the income calculation and comparison set forth above. If the Company’s operating income growth does not exceed the median operating income growth of the designated peer group over the designated period, the applicable restricted stock award grant for the executives will not vest and would be forfeited.
 
(6)   2008 Restricted Stock Grant — The grant vests 100% on the third anniversary of the date of grant, contingent on the Company’s operating income growth, measured on a percentage basis, from January 1, 2008 to December 31, 2010 exceeding the median average operating income growth for a designated peer group over the same period. One-time, non-recurring, non-operational gains or charges to income taken by the Company or any member of the designated peer group that are

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    publicly reported would be excluded from the income calculation and comparison set forth above. If the Company’s operating income growth does not exceed the median operating income growth of the designated peer group over the designated period, the applicable restricted stock award grant for the executives will not vest and would be forfeited.
 
(7)   2009 Restricted Stock Grant — The grant vests 100% on the third anniversary of the date of grant, contingent on the Company’s operating income growth, measured on a percentage basis, from January 1, 2009 to December 31, 2011 exceeding the median average operating income growth for a designated peer group over the same period. One-time, non-recurring, non-operational gains or charges to income taken by the Company or any member of the designated peer group that are publicly reported would be excluded from the income calculation and comparison set forth above. If the Company’s operating income growth does not exceed the median operating income growth of the designated peer group over the designated period, the applicable restricted stock award grant for the executives will not vest and would be forfeited.
           The following table provides information on the amounts received by the Named Executive Officers during 2009 upon exercise of stock options or vesting of stock awards.
Option Exercises and Stock Vested
                                 
    Option Awards   Stock Awards
    Number of           Number of    
    Shares           Shares    
    Acquired   Value Realized   Acquired   Value Realized
    on Exercise   on Exercise   on Vesting   on Vesting
Name   (#)   ($)   (#)   ($)
(a)   (b)   (c)   (d)   (e)
Merrill A. Miller, Jr.
    0     $ 0       0     $ 0  
 
Clay C. Williams
    0     $ 0       0     $ 0  
 
Mark A. Reese
    0     $ 0       0     $ 0  
 
Dwight W. Rettig
    0     $ 0       0     $ 0  
 
Robert W. Blanchard
    0     $ 0       0     $ 0  

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Post-Employment Compensation
     The following table provides information on nonqualified deferred compensation provided under the Supplemental Plan to the Named Executive Officers during the fiscal year ended December 31, 2009. For a more detailed discussion, see the section titled “Compensation Discussion and Analysis – Retirement, Health and Welfare Benefits”.
Nonqualifed Deferred Compensation
                                         
                                    Aggregate
    Executive   Registrant   Aggregate   Aggregate   Balance
    Contributions in   Contributions in   Earnings in Last   Withdrawals/   at Last
    Last FY   Last FY   FY   Distributions   FYE
Name   ($)(1)   ($)(2)   ($)(3)   ($)   ($)
(a)   (b)   (c)   (d)   (e)   (f)
Merrill A. Miller, Jr.
  $ 0     $ 20,529     $ 25,478     $ 0     $ 148,902  
 
Clay C. Williams
  $ 0     $ 10,675     $ 135,245     $ 0     $ 555,515  
 
Mark A. Reese
  $ 0     $ 12,250     $ 9,953     $ 0     $ 52,480  
 
Dwight W. Rettig
  $ 0     $ 8,200     $ 161     $ 0     $ 27,524  
 
Robert W. Blanchard
  $ 0     $ 2,475     $ 158,651     $ 0     $ 570,042  
 
(1)   Executive contributions were from the executive’s salary and are included in the Summary Compensation Table under the “Salary” column.
 
(2)   Registrant contributions are included in the Summary Compensation Table under the “All Other Compensation” column.
 
(3)   Aggregate earnings reflect the returns of the investment funds selected by the executives and are not included in the Summary Compensation Table.
Certain Relationships and Related Transactions
We transact business with companies with which certain of our Directors are affiliated. All transactions with these companies are on terms competitive with other third party vendors, and none of these is material either to us or any of these companies.
A “conflict of interest” occurs when a director or executive officer’s private interest interferes in any way, or appears to interfere, with the interests of the Company. Conflicts of interest can arise when a director or executive officer, or a member of his or her immediate family, have a direct or indirect material interest in a transaction with us. Conflicts of interest also arise when a director or executive officer, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a director or executive officer of the Company. The Company’s Code of Business Conduct and Ethics for Members of the Board of Directors and Executive Officers provides that directors and executive officers must avoid conflicts of interests with the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company must be disclosed immediately to the Chair of the Company’s Audit Committee for his review and approval or ratification. This code also provides that the

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Company shall not make any personal loans or extensions of credit to nor become contingently liable for any indebtedness of directors or executive officers or a member of his or her family.

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DIRECTOR COMPENSATION
Directors who are employees of the Company do not receive compensation for serving on the Board of Directors. The following table sets forth the compensation paid by the Company to its non-employee members of the Board of Directors for the year ended December 31, 2009.
Director Compensation
                                                         
                                    Change in        
                                    Pension        
    Fees Earned                           Value and        
    or                   Non-Equity   Nonqualified        
    Paid in   Stock   Option   Incentive Plan   Deferred   All Other    
    Cash   Awards   Awards   Compensation   Compensation   Compensation   Total
Name   ($)   ($)   ($)   ($)   Earnings   ($)   ($)
(a)   (b)   (c)(1)   (d)(2)   (e)   (f)   (g)   (h)
Greg L. Armstrong
  $ 80,500     $ 92,519     $ 63,949                       $ 236,968  
 
Robert E. Beauchamp
  $ 75,250     $ 92,519     $ 63,949                       $ 231,718  
 
Ben A. Guill
  $ 84,750     $ 92,519     $ 63,949                       $ 241,218  
 
David D. Harrison
  $ 93,000     $ 92,519     $ 63,949                       $ 249,468  
 
Roger L. Jarvis
  $ 82,750     $ 92,519     $ 63,949                       $ 239,218  
 
Eric L. Mattson
  $ 84,750     $ 92,519     $ 63,949                       $ 241,218  
 
Jeffery A. Smisek
  $ 86,500     $ 92,519     $ 63,949                       $ 242,968  
 
(1)   The aggregate number of outstanding shares of restricted stock awards as of December 31, 2009 for each director are as follows: Mr. Armstrong – 4,218; Mr. Beauchamp – 4,218; Mr. Guill – 4,218; Mr. Harrison – 4,218; Mr. Jarvis – 4,218; Mr. Mattson – 4,218; and Mr. Smisek – 4,218.
 
(2)   The aggregate number of outstanding stock options as of December 31, 2009 for each director are as follows: Mr. Armstrong – 47,000; Mr. Beauchamp – 42,000; Mr. Guill – 47,000; Mr. Harrison – 62,000; Mr. Jarvis – 87,000; Mr. Mattson – 73,760; and Mr. Smisek – 38,342.
Board Compensation
Members of the Company’s Board of Directors who are not full-time employees of the Company receive the following cash compensation:
    For service on the Board of Directors – an annual retainer of $55,000, paid quarterly;
 
    For service as chairman of the audit committee of the Board of Directors – an annual retainer of $30,000, paid quarterly;

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    For service as chairman of the compensation committee of the Board of Directors – an annual retainer of $15,000, paid quarterly;
 
    For service as chairman of the nominating/corporate governance committee of the Board of Directors – an annual retainer of $10,000, paid quarterly;
 
    For service as a member of the audit committee of the Board of Directors – an annual retainer of $10,000, paid quarterly;
 
    For service as a member of the compensation committee of the Board of Directors – an annual retainer of $7,500, paid quarterly;
 
    For service as a member of the nominating/corporate governance committee of the Board of Directors – an annual retainer of $5,000, paid quarterly; and
 
    $1,500 for each Board meeting and each committee meeting attended.
The Lead Director receives an annual retainer of $15,000, paid quarterly.
Directors of the Board who are also employees of the Company do not receive any compensation for their service as directors.
Members of the Board are also eligible to receive stock options and awards, including restricted stock, performance awards, phantom shares, stock payments, or SARs under the National Oilwell Varco Long-Term Incentive Plan.
The Board approved the grant of 4,000 options and 2,756 shares of restricted stock awards on May 13, 2009 to each non-employee director under the National Oilwell Varco Long-Term Incentive Plan. The exercise price of the options is $33.57 per share, which was the fair market value of one share of the Company’s common stock on the date of grant. The options have a term of ten years from the date of grant and vest in three equal annual installments beginning on the first anniversary of the date of the grant. The restricted stock award shares vest in three equal annual installments beginning on the first anniversary of the date of the grant.
Stock Ownership Guidelines
The Board has adopted a policy whereby each member of the Board should have beneficial ownership of a minimum of 5,000 shares of the Company’s common stock. Beneficial ownership is defined as set forth in the rules of the Securities and Exchange Commission, and thus would include any shares as to which the director has the right to acquire within 60 days of a relevant measuring date. Each member of the Board is in compliance with this policy.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The rules of the SEC require that the Company disclose late filings of reports of stock ownership (and changes in stock ownership) by its directors, executive officers, and beneficial owners of more than ten percent of the Company’s stock. The Company has undertaken responsibility for preparing and filing the stock ownership forms required under Section 16(a) of the Securities and Exchange Act of 1934, as amended, on behalf of its officers and directors. Based upon a review of forms filed and information provided by the Company’s officers and directors, we believe that all Section 16(a) reporting requirements were met during 2009.
STOCKHOLDER PROPOSALS FOR THE 2011 ANNUAL MEETING
If you wish to submit proposals to be included in our 2011 Proxy Statement, we must receive them on or before December 2, 2010. Please address your proposals to: Dwight W. Rettig, Senior Vice President, General Counsel and Secretary, National Oilwell Varco, Inc., 7909 Parkwood Circle Drive, Houston, Texas 77036.
If you wish to submit proposals at the meeting that are not eligible for inclusion in the Proxy Statement, you must give written notice no later than February 12, 2011 to: Dwight W. Rettig, Senior Vice President, General Counsel and Secretary, National Oilwell Varco, Inc., 7909 Parkwood Circle Drive, Houston, Texas 77036. If you do not comply with this notice provision, the proxy holders will be allowed to use their discretionary voting authority on the proposal when it is raised at the meeting. In addition, proposals must also comply with National Oilwell Varco’s bylaws and the rules and regulations of the SEC.
ANNUAL REPORT AND OTHER MATTERS
At the date this Proxy Statement went to press, we did not know of any other matters to be acted upon at the meeting other than the election of directors and ratification of the appointment of independent auditors, as discussed in this Proxy Statement. If any other matter is presented, proxy holders will vote on the matter in accordance with their best judgment.
National Oilwell Varco’s 2009 Annual Report on Form 10-K filed on February 26, 2010 is included in this mailing, but is not considered part of the proxy solicitation materials.
By order of the Board of Directors,
/s/ Dwight W. Rettig
Dwight W. Rettig
Senior Vice President, General Counsel
and Secretary
Houston, Texas
April 1, 2010

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NATIONAL OILWELL VARCO, INC.
7909 PARKWOOD CIRCLE
ATTN: LGAL DEPT - 7TH FLOOR
HOUSTON, TX 77036
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.


(NUMBERS)
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
        KEEP THIS PORTION FOR YOUR RECORDS
 
   
 
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
  DETACH AND RETURN THIS PORTION ONLY
 
 
                               
                               
The Board of Directors recommends you vote FOR the following proposal(s):                
 
 
1.
  Election of Directors                        
 
                           
 
  Nominees   For   Against   Abstain
 
                           
1A
  Ben A. Guill     o       o       o  
 
                           
1B
  Roger L. Jarvis     o       o       o  
 
                           
1C
  Eric L. Mattson     o       o       o  
 
                           
The Board of Directors recommends you vote FOR the following proposal(s):   For   Against   Abstain
 
2
  Ratification of Independent Auditors     o       o       o  
 
                           
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.                
         
For address change/comments, mark here.
(see reverse for instructions)
    o  
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
                         
                     
Signature [PLEASE SIGN WITHIN BOX]     
Date
         
Signature (Joint Owners)
Date
   


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(NUMBERS)

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The NPS & 10k is/are available at www.proxyvote.com.
 
NATIONAL OILWELL VARCO, INC.
Annual Meeting of Shareholders
May 12, 2010 10:00 AM
This proxy is solicited by the Board of Directors
The undersigned hereby appoints Clay C. Williams and Dwight W. Rettig or either of them with full power of substitution, the proxy or proxies of the undersigned to attend the Annual Meeting of Stockholders of National Oilwell Varco, Inc. to be held on Wednesday, May 12, 2010, and any adjournments thereof, and to vote the shares of stock that the signer would be entitled to vote if personally present as indicated on the reverse side and, at their discretion, on any other matters properly brought before the meeting, and any adjournments thereof, all as set forth in the April 1, 2010 proxy statement.
This proxy is solicited on behalf of the board of directors of National Oilwell Varco, Inc. The shares represented by this proxy will be voted as directed by the Stockholder. If no direction is given when the duly executed proxy is returned, such shares will be voted in accordance with the recommendations of the board of directors for all director nominees and for the ratification of the independent auditors.
The undersigned acknowledges receipt of the April 1, 2010 Notice of Annual Meeting and the Proxy Statement, which more particularly describes the matters referred to herein.
Address changes/comments:
           
 
         
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side

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