0000808362-14-000041 Sample Contracts

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • July 22nd, 2014 • Baker Hughes Inc • Oil & gas field machinery & equipment • Texas

The Compensation Committee (the “Committee”) of the Board of Directors of Baker Hughes Incorporated, a Delaware corporation (the “Company”), pursuant to the Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan (the “Plan”), hereby awards to you, effective as of Grant Date set forth above (the “Grant Date”), that number of restricted stock units set forth above (the “Restricted Stock Units”), on the following terms and conditions:

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BAKER HUGHES INCORPORATED STOCK OPTION AGREEMENT
Stock Option Agreement • July 22nd, 2014 • Baker Hughes Inc • Oil & gas field machinery & equipment • Texas

The Compensation Committee of the Board of Directors of Baker Hughes Incorporated, a Delaware corporation (the “Company”), pursuant to the Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan (the “Plan”), hereby grants to you, the above‑named Participant, effective as of the Grant Date set forth above (the “Grant Date”), a nonqualified stock option (the “Option”) to purchase the total number of shares of the Company’s $1.00 par value per share common stock (“Common Stock”) at the exercise price set forth above for each share subject to the Option, subject to adjustment as provided in the Plan. The Option is exercisable in installments in accordance with the Vesting Schedule set forth above with the exercise price payable at the time of exercise. To the extent not exercised, installments will be cumulative and may be exercised in whole or in part until the Option terminates.

PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • July 22nd, 2014 • Baker Hughes Inc • Oil & gas field machinery & equipment • Texas

The Compensation Committee (the “Committee”) of the Board of Directors of Baker Hughes Incorporated, a Delaware corporation (the “Company”), pursuant to the Baker Hughes Incorporated 2002 Employee Long-Term Incentive Plan (the “Plan”), hereby awards to you, the above named Participant, effective as of the Grant Date set forth above (the “Grant Date”), that number of Performance Units set forth above (each, a “Performance Unit”, and collectively, the “Performance Units”), on the terms and conditions set forth in this Performance Unit Award Agreement (this “Agreement”).

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