Baker Hughes 2009 Annual Report Download - page 140

66 Baker Hughes Incorporated
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE
Information regarding the Business Code of Conduct and
Code of Ethical Conduct Certificates for our principal executive
officer, principal financial officer and principal accounting officer
are described in Item 1. Business of this Annual Report. Informa-
tion concerning our directors is set forth in the sections entitled
“Proposal No. 1, Election of Directors”, and “Corporate Gover-
nance – Committees of the Board – Audit/Ethics Committee”
in our Definitive Proxy Statement for the 2010 Annual Meet-
ing of Stockholders to be filed with the SEC pursuant to the
Exchange Act within 120 days of the end of our fiscal year on
December 31, 2009 (“Proxy Statement”), which sections are
incorporated herein by reference. For information regarding our
executive officers, see “Item 1. Business – Executive Officers”
in this Annual Report on Form 10-K. Additional information
regarding compliance by directors and executive officers with
Section 16(a) of the Exchange Act is set forth under the sec-
tion entitled “Compliance with Section 16(a) of the Securities
Exchange Act of 1934” in our Proxy Statement, which section
is incorporated herein by reference. For information concerning
our Business Code of Conduct and Code of Ethical Conduct
Certificates, see “Item 1. Business” in this Annual Report on
Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information for this item is set forth in the following sec-
tions of our Proxy Statement, which sections are incorporated
herein by reference: “Compensation Discussion and Analysis”,
“Executive Compensation”, “Director Compensation”, “Com-
pensation Committee Interlocks and Insider Participation” and
“Compensation Committee Report”.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information concerning security ownership of certain ben-
eficial owners and our management is set forth in the sections
entitled “Voting Securities” and “Security Ownership of Man-
agement” in our Proxy Statement, which sections are incorpo-
rated herein by reference.
Our Board of Directors has approved procedures for use
under our Securities Trading and Disclosure Policy to permit
our employees, officers and directors to enter into written
trading plans complying with Rule 10b5-1 under the Exchange
Act. Rule 10b5-1 provides criteria under which such an individ-
ual may establish a prearranged plan to buy or sell a specified
number of shares of a company’s stock over a set period of
time. Any such plan must be entered into in good faith at a
time when the individual is not in possession of material, non-
public information. If an individual establishes a plan satisfying
the requirements of Rule 10b5-1, such individual’s subsequent
receipt of material, nonpublic information will not prevent
transactions under the plan from being executed. Certain of
our officers have advised us that they have and may enter into
a stock sales plan for the sale of shares of our common stock
which are intended to comply with the requirements of Rule
10b5-1 of the Exchange Act. In addition, the Company has
and may in the future enter into repurchases of our common
stock under a plan that complies with Rule 10b5-1 or Rule
10b-18 of the Exchange Act.
Number of Securities
Number of Securities to be Issued Weighted Average Remaining Available for Future
Upon Exercise of Outstanding Exercise Price of Outstanding Issuance Under Equity Compensation Plans
Equity Compensation Plan Category Options, Warrants and Rights Options, Warrants and Rights (excluding securities reflected in the first column)
Stockholder-approved plans
(excluding Employee Stock Purchase Plan) 2.0 $ 53.64 1.4
Nonstockholder-approved plans(1) 3.7 48.27 0.6
Subtotal (except for weighted average
exercise price) 5.7 50.17 2.0
Employee Stock Purchase Plan(2) – – 7.2
Total 5.7 $ 50.17 9.2
(1) The table includes the following nonstockholder-approved plans: the 1998 Employee Stock Option Plan, the 2002 Employee Long-Term Incentive Plan and the Director
Compensation Deferral Plan. A description of each of these plans 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 as 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.
Equity Compensation Plan Information
The information in the following table is presented as of December 31, 2009 with respect to shares of our common stock that
may be issued under our existing equity compen sation plans, including the Baker Hughes Incorporated 1993 Stock Option Plan,
the Baker Hughes Incorporated Long-Term Incentive Plan and the Baker Hughes Incorporated 2002 Dir ectors & Officers Long-Term
Incentive Plan, all of which have been approved by our stockholders (in millions, except per share prices).