page 44 onward (Read carefully E) if you are an employee)
A) As of the Effective Date, the board of directors of the Reorganized Company (the “New Board”) will be composed of seven (7) directors, one of whom shall be Mark A. McCollum, the chief executive officer of the Company (the “CEO”), and six (6) of whom shall be designated by the Noteholder Committee, in consultation with the CEO. The Noteholder Committee shall agree to meet and interview upon reasonable notice any existing members of the Board of Directors who express interest in serving on the Board of Directors of the Reorganized Company
B) As soon as reasonably practicable after the Effective Date, the Reorganized Company will adopt a
management incentive plan, which management incentive plan shall reserve up to 5.0% of the New
Common Stock in the Reorganized Company on a fully diluted basis, and which shall be on the terms and conditions (including any and all awards granted thereunder) to be determined at the discretion of the New Board (including, without limitation, with respect to the participants, allocation, timing, and the form and structure of the options, warrants, and/or equity compensation
C) The Reorganized Company shall continue as a public reporting company under applicable U.S.
securities laws. The Reorganized Company shall continue to file annual, quarterly and current reports in accordance with the Securities Exchange Act of 1934
D) All officers and other employees of the Company and its subsidiaries immediately prior to the Effective Date shall be retained in their existing positions following the Effective Date
E) The employment agreements and severance policies, and all employment and service provider,
compensation, bonus, retention, equity, benefit, pension and/or welfare plans and similar plans,
policies, programs, agreements and arrangements of the Company and its direct and indirect
subsidiaries and its affiliates applicable to the Company’s, any of its direct or indirect subsidiaries’, or its affiliates’ current or former officers, directors, members, partners, employees, service providers, or retirees (collectively, the “Employment Plans”), shall be maintained, continued in full force and effect and assumed by the Company (and assigned to the Reorganized Company, if necessary) and/or its direct or indirect subsidiaries and/or its affiliates pursuant to section 365(a) of the Bankruptcy Code, either by a separate motion filed with the Bankruptcy Court or pursuant to the terms of the Chapter 11 Plan. All claims arising from the Employment Plans shall be unimpaired. For the avoidance of doubt, the Consenting Noteholders are conducting diligence on, among other things, all arrangements providing for potential material payments (whether incentive, severance, change in control or other similar payments) to members of senior management (the “Executive Arrangements”) and the parties agree to work in good faith to address any amendments or other changes with respect thereto requested by the Consenting Noteholders. The parties further agree that the execution of the RSA does not constitute a change of control under any Executive Arrangement.
F) The Weatherford Entities shall maintain and continue in full force and effect all insurance policies
(and purchase any related tail policies providing for coverage for at least a six-year period after the
Effective Date) for directors’, managers’, and officers’ liability
G) The Chapter 11 Plan shall include customary releases (including third party releases) and exculpation
provisions, in each case, to the fullest extent permitted by law, for the benefit of the Weatherford
Entities, the Agents, the Indenture Trustee, the Noteholder Committee, the Consenting Noteholders,
the DIP Lenders, the Exit Lenders and the Weatherford Entities’ current and former officers and
directors and each of such preceding entities’ directors, officers, current and former shareholders
(regardless of whether such interests are held directly or indirectly), partners, managers, officers,
principals, members, employees, agents, affiliates, advisory board members, parents, subsidiaries,
predecessors, successors, heirs, executors and assignees, attorneys, financial advisors, investment
bankers, accountants, consultants, and other professionals or representatives, each solely in their
capacities as such, subject to a carveout for any act or omission that constitutes actual fraud, gross
negligence, or willful misconduct as determined by final order of a court of competent jurisdiction