Indemnification Agreement (2009)Full Document 

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     THIS INDEMNIFICATION AGREEMENT is made on February 26, 2009, between Weatherford International Ltd., a corporation incorporated under the laws of Switzerland with its registered address at Alpenstrasse 15, in 6304 Zug, Switzerland (the “Company”); and Joseph C. Henry (“Indemnitee”).
     WHEREAS Indemnitee is a director and/or an officer of the Company;
     WHEREAS highly skilled and competent persons are becoming more reluctant to serve public companies as directors or officers unless they are provided with adequate protection through insurance and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;
     WHEREAS uncertainties relating to indemnification increase the difficulty of attracting and retaining such persons;
     WHEREAS the Board has determined that an inability to attract and retain such persons is detrimental to the best interests of the Company and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
     WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify Indemnitee to the fullest extent permitted by Swiss law so that Indemnitee will serve or continue to serve the Company free from undue concern that Indemnitee will not be so indemnified; and
     WHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.
     NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
     1.1 In this Agreement unless the context otherwise requires, the following words and expressions shall have the following meanings:
     “Agreement” means this Indemnification Agreement;
     “Board” means the board of directors of the Company;
     “Business Day” means any day on which banks in Switzerland are open for business;
     “Corporate Status” means the status of a person who is or was a director, officer, employee, agent, or fiduciary of the Company or any other Group Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of any other



company, corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other entity or enterprise;
     “Disinterested Director” means a director of the Company who is not or was not a party to a Proceeding in respect of which indemnification is sought by Indemnitee;
     “Group Companies” means the Company and each subsidiary of the Company (wherever incorporated or organized);
     “Independent Counsel” means a law firm or a member of a law firm that neither is presently nor in the past five years has been retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s right to indemnification under this Agreement;
     “Parties” means the parties to this Agreement collectively, and “Party” means any one of them; and
     “Proceeding” means any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative and whether formal or informal;
     1.2 In this Agreement unless the context otherwise requires:
          1.2.1 references to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and shall include references to any provisions of which they are re-enactments (whether with or without modification);
          1.2.2 references to clauses and schedules are references to clauses hereof and schedules hereto; references to sub-clauses or paragraphs are, unless otherwise stated, references to sub-clauses of the clause or paragraphs of the schedule in which the reference appears;
          1.2.3 references to the singular shall include the plural and vice versa and references to the masculine shall include the feminine and/or neuter and vice versa; and

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