Equity Compensation Plan Information for Weatherford

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Weatherford International (WFT)

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WFT » Topics » Equity Compensation Plan Information

This excerpt taken from the WFT DEF 14A filed Mar 23, 2006.

Equity Compensation Plan Information

The following table contains information as of December 31, 2005 regarding plans of the Company under which our common shares are reserved for issuance.

Number of Shares

Remaining

Available for Future

Weighted

Issuance

Number of Shares

Average

Under Equity

to be Issued Upon

Exercise Price of

Compensation

Exercise of

Outstanding

Plans (Excluding

Outstanding

Options,

Shares

Options,

Warrants and

Reflected in the

Warrants and Rights

Rights

First Column)

Plan Category:

Equity compensation plans approved by shareholders

125,600

12.33

—

Equity compensation plans not approved by shareholders(a)

27,341,890

22.29

2,679,300

Total

27,467,490

22.24

2,679,300


(a)		The Weatherford International, Inc. 1998 Employee Stock Option Plan, as amended (the “1998 Plan”), is administered by the Compensation Committee of the Board of Directors, and all employees are eligible to receive options under the 1998 Plan. The 1998 Plan provides for the grant of nonqualified options to purchase common shares of Weatherford International Ltd. The price at which shares may be purchased is based on the market price of the shares and cannot be less than the aggregate par value of the shares on the date the option was granted. Unless otherwise provided in an option agreement, no option may be exercised after one day less than ten years from the date of vesting. Options generally become fully exercisable after three to four years from the date of grant, subject to earlier vesting in the event of the death, disability or retirement of the employee or in the event of a change of control of the Company. The 1998 Plan provides for the grant of options to purchase up to 44,000,000 shares. As of December 31, 2005, there were options to purchase an aggregate of 11,932,942 common shares outstanding under the 1998 Plan, of which options to purchase an aggregate of 10,329,076 common shares were vested.

		On September 8, 1998, July 5, 2000, and September 26, 2001, the Company granted to each of its directors other than Mr. Duroc-Danner an option or warrant to purchase 187,264, 120,000 and 120,000 common shares, respectively, at a purchase price per share equal to $5.8075, $18.375 and


		$11.885, respectively, which was the fair market value of our common shares as of the day we granted the options or warrant. The options and warrants were issued under agreements between us and the directors. Each option or warrant is exercisable for a period of ten years from the date on which it becomes fully exercisable. The options and warrants granted on September 8, 1998 and July 5, 2000 become fully exercisable three years from the date of grant, and the options and warrant granted on September 26, 2001 become fully exercisable four years from the date of grant, in each case subject to earlier vesting in the event of the death, disability or retirement of the optionee or warrantholder or a change of control of the Company. Under these agreements, there were options and warrants to purchase an aggregate of 1,881,792 common shares outstanding as of December 31, 2005, all of which are fully vested.

		Under our Non-Employee Director Deferred Compensation Plan, each non-employee director may elect to defer up to 7.5% of any fees paid by the Company. The deferred fees are converted into non-monetary units representing common shares that could have been purchased with the deferred fees based on the average of the high and low market price of the common shares on the last day of the month in which fees were deferred. If a non-employee director elects to defer at least 5% of his fees, the Company will make an additional contribution to the director’s account equal to the sum of (1) 7.5% of the director’s fees plus (2) the amount of fees deferred by the director. The non-employee directors are fully vested at all times. The Company’s directors may generally determine when distributions will be made from the plan. The amount of the distribution will be a number of common shares equal to the number of units at the time of distribution. Distributions are made in common shares. As of December 31, 2005, there were 57,782 deferred units outstanding under this plan.

		The Company established its Foreign Executive Deferred Compensation Stock Plan for key foreign employees. Under the Company’s Foreign Executive Deferred Compensation Stock Plan, the Company contributes 15% of each participant’s total salary, bonus and commission compensation each year. The Company’s contributions vest over a five-year period on the basis of 20% per year for each year of service. Under the Foreign Executive Deferred Compensation Stock Plan, the Company’s contributions are converted into non-monetary units equal to the number of common shares that could have been purchased with the amounts contributed based on the average closing price of the common shares for each day of the month in which contributions are made. Distributions are made under the Foreign Executive Deferred Compensation Stock Plan after a participant retires, becomes disabled or dies or after his employment is terminated. Distributions under the Foreign Executive Deferred Compensation Stock Plan are made in a number of common shares equal to the number of units allocated to the participant’s account at the time of distribution. As of December 31, 2005, there were 117,806 deferred units outstanding under this plan.

		On February 28, 2002, the Company issued Shell Technology Ventures Inc. a warrant to purchase up to 6,464,428 common shares at a price of $30.00 per share. The warrant has a nine-year exercisable life beginning one year after the issue date. The warrant holder may exercise the warrant and settlement may occur through physical delivery, net share settlement, net cash settlement or a combination thereof. The warrant also may be converted into common shares at any time after the third anniversary of the issue date. The number of common shares issuable upon conversion would be equal to the value of the warrant determined by the Black-Scholes option pricing model divided by the average of the closing price of common shares for the 10-day period prior to the date of conversion. Any shares received upon such conversion are non-transferable for two years.

		In 2003, the Company’s Board of Directors approved a restricted share plan that allows for the grant of up to 7,670,000 of our common shares to key employees and directors of the Company. Restricted shares are subject to forfeiture restrictions that generally lapse after a specified period from the date of grant and are subject to earlier vesting in the event of death, retirement or a change in control. As of December 31, 2005, there were 7,329,732 shares granted under this plan.

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Weatherford International (WFT)

WFT » Topics » Equity Compensation Plan Information

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