EMPLOYMENT AGREEMENT



         This EMPLOYMENT AGREEMENT (this "Agreement"), dated effective as of

January 1, 2002, by and among National-Oilwell L.P., a Delaware limited

partnership (the "Company"), National-Oilwell, Inc., a Delaware corporation

("NOI"), and Dwight W. Rettig (the "Executive").



                                   WITNESSETH:



         WHEREAS, the Board of Directors of NOI (the "Board") has previously

determined that it is in the best interests of NOI and its stockholders to

retain the Executive and to induce the employment of the Executive for the long

term benefit of NOI, its shareholders and its affiliated companies, including

the Company;



         WHEREAS, the Board does not contemplate the termination of the

Executive during the term hereof and the Board and the Executive expect that the

Executive will be retained for at least the one year period contemplated herein;

and



         WHEREAS, to accomplish these objectives, the Board has caused the

Company to enter into this Agreement.



         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



1.     EMPLOYMENT.



      (a) The Company hereby agrees that the Company or an affiliated company

will continue the Executive in its employ, and the Executive hereby agrees to

remain in the employ of the Company or an affiliated company subject to the

terms and conditions of this Agreement, during the Employment Period (as defined

below). As used in this Agreement, the term "affiliated companies" shall include

any company controlled by, controlling or under common control with the Company.



      (b) The "Employment Period" shall mean the period commencing on the date

hereof and ending on the first (1st) anniversary of the date hereof; provided,

however, that commencing on the date one year after the date hereof, and on each

annual anniversary of such date (such date and each annual anniversary thereof

shall be hereinafter referred to as the "Renewal Date"), unless previously

terminated, the Employment Period shall be automatically extended so as to

terminate one year after such Renewal Date, unless at least sixty (60) days

prior to the Renewal Date the Company shall give notice to the Executive that

the Contract Period shall not be so extended.



2.     TERMS OF EMPLOYMENT.









                                     Page 1

<PAGE>



      (a) Position and Duties.



         (i) During the Employment Period, (A) the Executive's position

         (including status, offices, titles and reporting requirements,

         authority, duties and responsibilities) shall be substantially similar

         to that in effect as of the date hereof and (B) the Executive's

         services shall be performed at the location where the Executive was

         employed immediately preceding the date hereof or any office or

         location less than fifty (50) miles from such location.



         (ii) During the Employment Period, and excluding any periods of

         vacation and sick leave to which the Executive is entitled, the

         Executive agrees to devote the Executive's full time, skill and

         attention to the business and affairs of the Company and, to the extent

         necessary to discharge the responsibilities assigned to the Executive

         hereunder, to use the Executive's reasonable best efforts to perform

         faithfully and efficiently such responsibilities. During the Employment

         Period it shall not be a violation of this Agreement for the Executive

         to (A) serve on corporate, civic or charitable boards or committees,

         (B) deliver lectures, fulfill speaking engagements or teach at

         educational institutions and (C) manage personal investments, so long

         as such activities do not significantly interfere with the performance

         of the Executive's responsibilities as an employee of the Company in

         accordance with this Agreement. It is expressly understood and agreed

         that to the extent that any such activities have been conducted by the

         Executive prior to the date hereof, the continued conduct of such

         activities (or the conduct of activities similar in nature and scope

         thereto) subsequent to the date hereof shall not thereafter be deemed

         to interfere with the performance of the Executive's responsibilities

         to the Company.



      (b) Compensation.



         (i) Base Salary. During the Employment Period, the Executive shall

         receive an annual base salary equal to the current base salary being

         received by the Executive ("Annual Base Salary"), which shall be paid

         in accordance with the Company's standard payroll practice. During the

         Employment Period, the Annual Base Salary shall be reviewed no more

         than twelve (12) months after the last salary increase awarded to the

         Executive prior to the date hereof and thereafter at least annually;

         provided, however, that a salary increase shall not necessarily be

         awarded as a result of such review. Any increase in Annual Base Salary

         may not serve to limit or reduce any other obligation to the Executive

         under this Agreement. Annual Base Salary shall not be reduced after any

         increase without the express written consent of the Executive. The term

         Annual Base Salary as utilized in this Agreement shall refer to Annual

         Base Salary as so increased.



         (ii) Annual Bonus. The Executive shall be eligible for an annual bonus

         (the "Annual Bonus") for each fiscal year ending during the Employment

         Period on the same basis as other executive officers under the then

         current National Oilwell Incentive Plan (or such other name as may be

         adopted for the plan or its successor). Each such Annual Bonus shall be

         paid no later than the end of the third month of the fiscal year next

         following the fiscal year for which the Annual Bonus is awarded, unless

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC