EXHIBIT 10.38
AMENDMENT 1 TO EMPLOYMENT AGREEMENT
This Amendment 1 to Employment Agreement ("Amendment 1") is made and
entered into effective April 25, 2001, by and between BAKER HUGHES INCORPORATED,
a Delaware corporation (the "Company") and MICHAEL E. WILEY (the "Executive").
WHEREAS, the Board of Directors of the Company and the Executive desire
to make certain changes to that certain Employment Agreement dated as of July
17, 2000, by and between the Company and the Executive (the "Employment
Agreement"), providing the Executive with additional time to purchase the
Company's Common Stock;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the Company and the Executive hereby agree as
follows:
Section 2(f) of the Employment Agreement is hereby amended in its
entirety to read as follows:
"As Chief Executive Officer of the Company, the Executive is required
to own common stock in the Company equal to three times Base Salary
within five years from Effective Date. Subject to approval of the
Compensation Committee of the Board, effective December 31, 2001, the
Executive will receive a one-time grant of restricted common stock of
the Company equal to the number of shares of common stock of the
Company owned by the Executive on December 31, 2001, not to exceed
50,000 shares. Vesting of these restricted shares will occur upon
retirement from the Company, involuntary termination (unless due to
cause), permanent disability or death and is subject to the other terms
and conditions of the grant. Retirement for this purchase means
attaining age 55 with at least 10 years of service with the Company. On
the first day of employment under this Agreement, the Executive will be
credited with seven years of service for purposes of this program."
All capitalized terms in this Amendment 1 shall have the definition
ascribed to those terms in the Employment Agreement. The Employment Agreement
continues in full foe and effect, except as amended hereby. This Amendment 1 may
be executed in counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
EXECUTED effective as of the day and year first written above.
Company: Executive:
BAKER HUGHES INCORPORATED
By:
------------------------------------- ------------------------------
Richard D. Kinder, Chairman, MICHAEL E. WILEY
Compensation Committee of the
Board of Directors
AMENDMENT 2 TO EMPLOYMENT AGREEMENT
This Amendment 2 to Employment Agreement ("Amendment 2") is made and
entered into effective December 5, 2001, by and between BAKER HUGHES
INCORPORATED, a Delaware corporation (the "Company") and MICHAEL E. WILEY (the
"Executive").
WHEREAS, the Board of Directors of the Company and the Executive desire
to make certain changes to that certain Employment Agreement dated as of July
17, 2000, by and between the Company and the Executive (the "Employment
Agreement"), providing the Executive with additional time to purchase the
Company's Common Stock;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the Company and the Executive hereby agree as
follows:
Section 2(f) of the Employment Agreement is hereby amended in its
entirety to read as follows:
"As Chief Executive Officer of the Company, the Executive is required
to own common stock in the Company equal to three times Base Salary
within five years from Effective Date. Subject to approval of the
Compensation Committee of the Board, effective June 30, 2002, the
Executive will receive a one-time grant of restricted common stock of
the Company equal to the number of shares of common stock of the
Company owned by the Executive on June 30, 2002, not to exceed 50,000
shares. Vesting of these restricted shares will occur upon retirement
from the Company, involuntary termination (unless due to cause),
permanent disability or death and is subject to the other terms and
conditions of the grant. Retirement for this purchase means attaining
age 55 with at least 10 years of service with the Company. On the first
day of employment under this Agreement, the Executive will be credited
with seven years of service for purposes of this program."
All capitalized terms in this Amendment 2 shall have the definition
ascribed to those terms in the Employment Agreement. The Employment Agreement
continues in full foe and effect, except as amended hereby. This Amendment 2 may
be executed in counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
EXECUTED effective as of the day and year first written above.
Company: Executive:
BAKER HUGHES INCORPORATED
By:
------------------------------------- ------------------------------
Richard D. Kinder, Chairman, MICHAEL E. WILEY
Compensation Committee of the
Board of Directors
AMENDMENT 3 TO EMPLOYMENT AGREEMENT
This Amendment 3 to Employment Agreement ("Amendment 2") is made and
entered into effective December 5, 2001, by and between BAKER HUGHES
INCORPORATED, a Delaware corporation (the "Company") and MICHAEL E. WILEY (the
"Executive").
WHEREAS, the Board of Directors of the Company and the Executive desire
to make certain changes to that certain Employment Agreement dated as of July
17, 2000, by and between the Company and the Executive (the "Employment
Agreement"), providing the Executive with additional time to purchase the
Company's Common Stock;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the Company and the Executive hereby agree as
follows:
Section 1 of the Employment Agreement is hereby amended in its entirety
to read as follows:
"Employment; Term. The Company hereby agrees to employ the Executive,
and the Executive hereby accepts such employment, on the terms and
conditions hereinafter set forth. The period of employment of the
Executive by the Company hereunder (the "Employment Period") shall
commence the date the Executive begins full-time employment with the
Company (which is expected to be on August 14, 2000, the "Effective
Date") and shall end on the Executive's Date of Termination (as defined
in Section 7(b) hereof). The term of this Agreement (the "Term") shall
begin on the Effective Date and shall end on December 31, 2003 thereof;
provided, that, on January 1, 2002, and each January 1 thereafter, the
Term shall be extended for one additional year unless, prior to
December 1, 2001 with respect to the extension on January 1, 2002, and
each December 1 thereafter with respect to each subsequent annual
extension, the Company or the Executive shall have given notice not to
extend the Term."
All capitalized terms in this Amendment 3 shall have the definition
ascribed to those terms in the Employment Agreement. The Employment Agreement
continues in full foe and effect, except as amended hereby. This Amendment 3 may
be executed in counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
EXECUTED effective as of the day and year first written above.
Company: Executive:
BAKER HUGHES INCORPORATED
By:
------------------------------------- ------------------------------
Richard D. Kinder, Chairman, MICHAEL E. WILEY
Compensation Committee of the
Board of Directors