Baker Hughes 2014 Annual Report Download - page 110

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Equity Compensation Plan Information
The information in the following table is presented as of December 31, 2014 with respect to shares of our
common stock that may be issued under our existing equity compensation plans, including the Baker Hughes
Incorporated 2002 Employee Long-Term Incentive Plan, the Baker Hughes Incorporated 2002 Director & Officer
Long-Term Incentive Plan, the BJ Services 2000 Incentive Plan, the BJ Services 2003 Incentive Plan, the Employee
Stock Purchase Plan, all of which have been approved by our stockholders (in millions, except per share prices).
Equity Compensation Plan
Category
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(excluding securities
reflected in the first
column)
Stockholder-approved plans (excluding Employee
Stock Purchase Plan) 9.6 $ 53.81 25.2
Nonstockholder-approved plans (1) 0.1 46.72 0.5
Subtotal (except for weighted average exercise price) 9.7 53.80 25.7
Employee Stock Purchase Plan (2) — — 6.0
Total 9.7 $ 53.80 31.7
(1) The table includes the following nonstockholder-approved plan: the Director Compensation Deferral Plan.
A description of this plan is set forth below.
(2) The per share purchase price under the Baker Hughes Incorporated Employee Stock Purchase Plan is
determined in accordance with section 423 of the Code and is 85% of the lower of the fair market value of a
share of our common stock on the date of grant or the date of purchase.
Our nonstockholder-approved plan is described below:
Director Compensation Deferral Plan
The Baker Hughes Incorporated Director Compensation Deferral Plan, as amended and restated effective
January 1, 2009 and as further amended on July 25, 2013 (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. If a director elects a stock option-related deferral, on the last day of each calendar quarter he or she will
be granted a non-qualified stock option. The number of shares subject to the stock option is calculated by
multiplying the amount of the deferred compensation that otherwise would have been paid to the director during the
quarter by 4.4 and then dividing by the fair market value of our common stock on the last day of the quarter. The
per share exercise price of the option will be the fair market value of a share of our common stock on the date the
option is granted. Stock options granted under the Deferral Plan vest on the first anniversary of the date of grant
and must be exercised within ten years of the date of grant. If a director’s directorship terminates for any reason,
any options outstanding will expire on the earlier of five years after the termination of the directorship or the option
expiration date. The maximum aggregate number of shares of our common stock that may be issued under the
Deferral Plan is 0.5 million. As of December 31, 2014, options covering approximately 17,000 shares of our
common stock were outstanding under the Deferral Plan, there were no shares exercised during fiscal year 2014
and approximately 0.5 million shares remained available for future options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information for this item is set forth in the sections entitled “Corporate Governance-Director Independence” and
“Certain Relationships and Related Transactions” in our Proxy Statement, which sections are incorporated herein by
reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information concerning principal accountant fees and services is set forth in the section entitled “Fees Paid to
Deloitte & Touche LLP” in our Proxy Statement, which section is incorporated herein by reference.