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                                                                  EXHIBIT 10.21

                           BAKER HUGHES INCORPORATED
 
                         1993 EMPLOYEE STOCK BONUS PLAN
 
  1. PURPOSE OF THE PLAN. The Baker Hughes Incorporated 1993 Employee Stock
Bonus Plan (the "PLAN") is intended to promote the interests of Baker Hughes
Incorporated (the "COMPANY") and its subsidiaries and its stockholders by
encouraging employees of the Company and its subsidiaries to increase their
equity interests in the Company, thereby giving them an added incentive to work
toward the continued growth and success of the Company. The Plan provides an
incentive to such employees who have been granted options under the Baker
Hughes Incorporated 1993 Stock Option Plan (the "STOCK OPTION PLAN") to
encourage such employees to remain in the employ of the Company and its
subsidiaries and to retain the shares acquired by the exercise of such options
("OPTION SHARES") for a minimum of three years from the issuance of such Option
Shares. Accordingly, the Company may grant to such employees awards
representing rights to receive shares of common stock of the Company, $1 par
value ("STOCK"), subject to certain restrictions in accordance with the terms
and conditions herein established ("STOCK AWARDS").
 
  2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Compensation Committee ("COMMITTEE") of the Board of Directors of the Company.
Subject to the provisions of the Plan, the Committee shall interpret the Plan,
shall make such rules as it deems necessary for the proper administration of
the Plan, shall make all other determinations necessary or advisable for the
administration of the Plan and shall correct any defect or supply any omission
or reconcile any inconsistency in the Plan or in any Stock Award granted under
the Plan in the manner and to the extent that the Committee deems desirable to
carry the Plan into effect. Any action taken or determination made by the
Committee pursuant to this and the other paragraphs of the Plan shall be
conclusive on all parties. The act or determination of a majority of the
Committee at a meeting where a quorum is present shall be deemed to be the act
or determination of the Committee.


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  The Committee shall consist of at least three members of the Board of
Directors of the Company appointed by and holding office for a term determined
by and in the discretion of the Board of Directors of the Company. No Stock
Awards may be granted under the Plan to any member of the Committee during the
term of his membership on the Committee. No person shall be eligible to serve
on the Committee unless he is then a "disinterested person" within the meaning
of Paragraph (d)(3) of Rule 16b-3 ("RULE 16B-3") promulgated under the
Securities Exchange Act of 1934, as amended (the "ACT"), if and as such Rule is
then in effect.
 
  3. ELIGIBILITY TO RECEIVE STOCK AWARDS. Stock Awards shall be granted under
the Plan to those employees of the Company and its subsidiaries (excluding non-
employee directors) who are issued Option Shares under the Stock Option Plan
during the Company's 1993 fiscal year and thereafter. A Stock Award may be
granted to the same employee on more than one occasion.
 
  4. SHARES SUBJECT TO THE PLAN. The aggregate number of shares of Stock which
may be issued to employees under Paragraph 5 of the Plan shall not exceed
1,300,000 shares of Stock; however, such amount may be increased by the Board of
Directors of the Company up to an amount not to exceed one-fifth of the number
of Option Shares which may be issued, from time to time, under the terms of the
Stock Option Plan, without additional approval from the stockholders of the
Company; provided, that (i) the full amount of such increase shall be reserved
solely for issuance to a broad-based group of employees and (ii) the number of
shares issuable to persons subject to Section 16(a) of the Act in connection
with such increases shall not, in the aggregate, exceed 130,000 shares. Such
shares of Stock may consist of authorized but unissued shares or previously
issued shares reacquired by the Company. Any of such shares of Stock which
remain unissued at the termination of the Plan shall cease to be subject to the
Plan, but until termination of the Plan, the Company shall at all times make
available a sufficient number of shares of Stock to meet the requirements of the
Plan.
 
The aggregate number of shares of Stock which may be issued under the Plan may
be adjusted to reflect a change in capitalization of the Company, such as a
stock dividend or stock split.
 
  5. ISSUANCE OF STOCK AWARDS. Stock Awards shall be issued to eligible
employees in the form of shares of Stock ("STOCK AWARD SHARES") in an amount
equal to one Stock Award Share for every five Option Shares acquired by
exercise pursuant to options (whether nonqualified or incentive) granted under
the Stock Option Plan on the third anniversary of the issuance of Option Shares
issued pursuant to the exercise of an option granted under the Stock Option
Plan, to the extent such eligible employee has not violated the Forfeiture
Restrictions defined in Paragraph 6 below. Upon the issuance of Option Shares,
the Committee or the Company shall notify in writing each employee entitled to
receive a Stock Award hereunder of the number of Stock Award Shares to be
issued in accordance with the Plan. In addition to a Stock Award, at the time


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of the issuance of the Stock Award Shares, the Company will pay to the employee
the dividends attributable to the Stock Award Shares as though such shares had
been issued and outstanding for the three years, without interest.
 
  6. FORFEITURE RESTRICTIONS. The obligation of the Company to issue Stock
Award Shares is subject to the restrictions as described in this Paragraph 6
and shall hereinafter be referred to as the "FORFEITURE RESTRICTIONS." If an
employee, who is granted a Stock Award based upon underlying Option Shares
issued pursuant to the exercise of an option granted under the Stock Option
Plan, sells or otherwise transfers (other than by gift, devise or descent) such
underlying Option Shares within three years of the date of issuance of such
Option Shares, the right to receive the Stock Award Shares attributable to such
Option Shares shall be forfeited on a prorated basis of one such Stock Award
Share per five such Option Shares sold or otherwise transferred; provided that,
in the event such employee sells or otherwise transfers more than fifty percent
of such underlying Option Shares within three years of the date of issuance of
such Option Shares, the right to receive all such Stock Award Shares
attributable to such Option Shares shall be forfeited. Moreover, in the event
of termination of the employee's employment with the Company and its
subsidiaries for any reason other than retirement (such that the employee's age
plus years of service with the Company and its subsidiaries equals or exceeds
sixty-five), death or total and permanent disability within three years of the
date of issuance of underlying Option Shares, upon which the issuance of Stock
Award Shares are based, the right to receive all such Stock Award Shares shall
be forfeited. An employee shall be considered to be in the employment of an
employer as long as he remains an employee of the employer, whether active or
on an authorized leave of absence. Any question as to whether and when there
has been a termination of such employment, and the cause of such termination,
shall be determined by the Committee and its determination shall be final.
 
  7. LAPSE OF FORFEITURE RESTRICTIONS. The Forfeiture Restrictions with respect
to the right to receive Stock Award Shares not otherwise forfeited pursuant to
the provisions of Paragraph 6 and issued to an employee based upon underlying
Option Shares issued pursuant to the exercise of an option granted under the
Stock Option Plan shall lapse and be of no further force and effect upon the
expiration of three years following the date of issuance of such Option Shares
or, if earlier, upon the termination of the employee's employment with the
Company and its subsidiaries by reason of retirement (such that the employee's
age plus years of service with the Company and its subsidiaries equals or
exceeds sixty-five), death or total and permanent disability.
 
  8. SHARES RECEIVED IN REORGANIZATION OR STOCK SPLIT. The right to receive
stock or securities in exchange for the right to receive Stock Award Shares
pursuant to a plan of reorganization of the Company and the right to receive
any Stock Award Shares as a result of a stock split with respect to Stock Award
Shares shall also become subject to the Forfeiture Restrictions for all
purposes of the Plan. Notwithstanding the foregoing, if the Company is to be
merged into or consolidated with one or more corporations and the Company is
not to be the surviving corporation, if the Company is to be dissolved and
liquidated, or if substantially all of the assets and business of the Company


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are to be sold, the Committee may fix a date, prior to the effective time of
such merger, consolidation, dissolution and liquidation, or sale, on which date
all Forfeiture Restrictions with respect to the right to receive all Stock
Awards Shares shall lapse.
 
  9. TERM OF PLAN. The Plan shall be effective as of October 27, 1993, provided
the Plan is approved by the stockholders of the Company. Unless sooner
terminated under the provisions of Paragraph 12, no further Stock Awards shall
be granted under Paragraph 5 after the issuance of the last underlying Option
Shares pursuant to the exercise of an option granted under the Stock Option
Plan, and the Plan shall terminate when the right to receive all Stock Award
Shares attributable to Option Shares issued or to be issued under the Stock
Option Plan (and dividends thereon) either have been forfeited to the Company
or the Forfeiture Restrictions thereon have lapsed and the Stock Award Shares
have been issued.
 
  10. RIGHTS OF STOCKHOLDER. Upon the issuance of Stock Award Shares to an
employee, such employee shall have all of the rights of a stockholder of the
Company with respect to such Stock Award Shares, including the right to vote
such Stock Award Shares and the right to receive all dividends or other
distributions paid with respect to such Stock Award Shares.
 
  11. WITHHOLDING OF TAX. To the extent the issuance of Stock Award Shares or
the lapse of Forfeiture Restrictions results in the receipt of compensation by
an employee, the employer is authorized to withhold from any other cash
compensation then or thereafter payable to such employee any tax required to be
withheld by reason of the receipt of compensation resulting from the issuance
of Stock Award Shares or the lapse of Forfeiture Restrictions. In the
alternative, the employer may, in its discretion, at the request of the
employee, satisfy any withholding requirements by retaining the number of
shares of Stock (for which Forfeiture Restrictions have lapsed) necessary to
satisfy any such withholding obligation.
 
  12. AMENDMENT OR TERMINATION OF THE PLAN. The Board of Directors of the
Company in its discretion may terminate the Plan at any time with respect to
any Stock Awards which have not theretofore been granted. The Board of
Directors shall have the right to alter or amend the Plan or any part thereof
from time to time; provided, that no change may be made which would impair the
rights of an employee to whom Stock Awards have been granted or to whom Stock
Award Shares have theretofore been issued without the consent of such employee.


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