VARCO INTERNATIONAL, INC.

DEFERRED COMPENSATION PLAN

[Effective January 1, 2003]

ARTICLE I

Purpose

1.1.    Purpose of Plan.  The purpose of the Varco International, Inc. Deferred Compensation Plan (the Plan) is to advance the interests of Varco International, Inc, (the Employer) and its subsidiaries (hereinafter collectively referred to as the Company), by attracting and retaining in its employ highly qualified individuals for the successful conduct of its business, as well as to attract highly qualified directors. The Company hopes to accomplish these objectives by helping to provide for the retirement of its key employees and directors selected to participate in the Plan.

1.2.    Plan Amendment and Restatement.  The Plan is an amendment and restatement of the old Tuboscope, Inc. Deferred Compensation Plan, which has been amended and restated in this document and renamed as the Varco International, Inc. Deferred Compensation Plan. This amendment and restatement reflects the merger of the Varco Deferred Compensation Plan with and into the Tuboscope, Inc. Deferred Compensation Plan. Participants hereunder who previously participated in the old Varco Deferred Compensation Plan will have their accrued benefits thereunder transferred into the Plan.

1.3.    ERISA Status.  The Plan is intended to qualify for certain exemptions under Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA), provided for plans that are unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

1.4.    Effective Date.  This Plan is effective January 1, 2003 (Effective Date).

1.5.    Grantor Trust.  The Employer may establish, in its sole discretion, a grantor trust to be utilized in conjunction with this Plan.

ARTICLE II

Definitions

2.1.    Account means collectively the Participants Employer Account and the Participants Employee Account. In addition, with respect to any Participant who was previously a participant in the old Varco Deferred Compensation Plan and whose accounts thereunder were transferred into this Plan, the term Account shall also include the value of those benefits transferred from that plan into this Plan, which amount may be further subdivided among the Participants Employer Account and the Participants Employee Account as determined by the Committee.

2.2.    Beneficiary means the person designated by each Participant, on a form provided by the Committee for this purpose, to receive the Participants distribution under this Plan in the event of the Participants death prior to receiving complete payment of his Account. In order to be effective under this Plan, any form designating a Beneficiary must be delivered to the Committee before the Participants death. In the absence of such an effective designation of a Beneficiary, Beneficiary means the Participants spouse or, if there is no spouse on the date of Participants death, the Participants estate.

2.3.    Board means the Board of Directors of the Employer or the board of directors of a company that is a successor to the Employer.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC