Item 1.01. Entry into a Material Definitive Agreement.
On December 22, 2008, the Compensation Committee (the "Compensation Committee")
of the Board of Directors of National Oilwell Varco, Inc. (the "Company")
approved amendments to the employment agreements for the following executive
officers of the Company: Merrill A. Miller, Jr., Clay C. Williams, Mark A. Reese
and Dwight W. Rettig (collectively, the "Employment Agreement Amendments"). The
Employment Agreement Amendments were entered into by the Company to conform the
Company's employment agreements with its executive officers with Section 409A of
the Internal Revenue Code, and to incorporate certain other changes to make the
agreements more consistent among the Company's executive officers.
On December 22, 2008, the Compensation Committee also approved an employment
agreement for Robert W. Blanchard ("Employment Agreement"). The Employment
Agreement contains terms similar to the Company's other executive officers'
employment agreements (as amended) and is compliant with Section 409A of the
Internal Revenue Code.
The foregoing description of the Employment Agreement Amendments is qualified in
its entirety by reference to the full text of each of the Employment Agreement
Amendments, which are attached to this Current Report as Exhibits 10.1, 10.2,
10.3 and 10.4 and incorporated herein by reference.
The foregoing description of the Employment Agreement is qualified in its
entirety by reference to the full text of the Employment Agreement, which is
attached to this Current Report as Exhibit 10.5 and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 First Amendment to Employment Agreement between Merrill A. Miller, Jr. and
National Oilwell Varco
10.2 Second Amendment to Executive Agreement of Clay C. Williams and National
Oilwell Varco
10.3 First Amendment to Employment Agreement between Mark A. Reese and National
Oilwell Varco
10.4 First Amendment to Employment Agreement between Dwight W. Rettig and
National Oilwell Varco
10.5 Employment Agreement between Robert W. Blanchard and National Oilwell
Varco