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2 0 11 P r o x y S t a t e m e n t 35
DIRECTOR COMPENSATION
The following table discloses the cash, equity awards and other compensation earned, paid or awarded, as the case may be, to
each of the Company’s non-management directors during the fiscal year ended 2010. For a description of the fees and other awards
payable to the Company’s directors, please refer to the section titled “Corporate Governance – Board of Directors” contained else-
where in this Proxy Statement.
All Other
Fees Earned or Stock Awards Option Awards Compensation Total
Name Paid in Cash ($) ($)(1,2) ($)(1,2) ($) ($)
Larry D. Brady 87,500 139,996 29,767 0 257,263
Clarence P. Cazalot, Jr. 93,104 139,996 29,767 0 262,867
Edward P. Djerejian 85,000 139,996 29,767 0 254,763
Anthony G. Fernandes 100,000(3) 139,996 29,767 0 269,763
Claire W. Gargalli 83,146 139,996 29,767 0 252,909
Pierre H. Jungels 85,000 139,996 29,767 0 254,763
James A. Lash 96,896 139,996 29,767 0 266,659
J. Larry Nichols 80,000 139,996 29,767 0 249,763
James L. Payne 50,625 0(4) 36,126 1,199,380(5) 1,286,131
H. John Riley, Jr. 103,104(3) 139,996 29,767 0 272,867
James W. Stewart 54,004 0(4) 36,126 0 90,130
Charles L. Watson 85,000 139,996 29,767 0 254,763
(1) A restricted stock award was made on January 19, 2010. Stock option awards were made on January 19, 2010 and July 21, 2010 at an exercise price of $47.28 and
$49.17, respectively. The amounts included in the Stock Awards and Option Awards columns represent the aggregate grant date fair value of the awards made to
non-management directors computed in accordance with FASB ASC Topic 718. The value ultimately realized by the director upon the actual vesting of the award(s)
or the exercise of the stock option(s) may or may not be equal to the FASB ASC Topic 718 determined value. For a discussion of valuation assumptions, see “Note 5 –
Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our annual report under Item 8 of the Form 10-K for the year ended
December 31, 2010.
(2) The following table shows the aggregate number of stock awards and options awards outstanding for each non-management director as of December 31, 2010
as well as the grant date fair value of stock awards and option grants made during 2010:
Aggregate Stock Awards Aggregate Option Awards Grant Date Fair Value of Stock
Outstanding as of December 31 Outstanding as of December 31 and Option Awards made during 2010
Name (#) (#) ($)
Larry D. Brady 6,637 5,819 169,763
Clarence P. Cazalot, Jr. 6,637 7,546 169,763
Edward P. Djerejian 6,637 5,565 169,763
Anthony G. Fernandes 6,637 10,859 169,763
Claire W. Gargalli 6,637 7,546 169,763
Pierre H. Jungels 6,637 5,232 169,763
James A. Lash 6,637 7,546 169,763
J. Larry Nichols 6,637 7,546 169,763
James L. Payne 0 38,515(6) 36,126(4)
H. John Riley, Jr. 6,637 7,546 169,763
James W. Stewart 0 828,948(6) 36,126(4)
Charles L. Watson 6,637 7,546 169,763
(3) Messrs. Fernandes and Riley previously elected to have their fees deferred and thus the amounts shown above were paid to their deferred compensation accounts
pursuant to the Director Compensation Deferral Plan (discussed below).
(4) Messrs. Payne and Stewart were not directors at the time of the option and restricted stock award grant in January 2010 as the merger with BJ Services had not closed
yet, but each received an award of 1,155 options to purchase shares of the Company on July 21, 2010 and an additional award of 1,000 options to purchase shares of
the Company on July 22, 2010.
(5) Mr. Payne received a lump-sum payout on October 1, 2010 pursuant to the termination of the BJ Services Company Directors’ Benefit Plan.
(6) This amount includes outstanding options that were granted by BJ Services and were converted into options to purchase shares of Baker Hughes upon the closing of
the merger.
The Baker Hughes Incorporated Director Compensation Deferral Plan, as amended and restated effective January 1, 2009
(the “Deferral Plan”), is intended to provide a means for members of our Board of Directors to defer compensation otherwise
payable and provide flexibility with respect to our compensation policies. Under the provisions of the Deferral Plan, directors may
elect to defer income with respect to each calendar year. The compensation deferrals may be stock option-related deferrals or
cash-based deferrals.