Rules as of January 1, 2003 of Stichting EMBO, a foundation organized and existing under the laws of The Netherlands, established in Rotterdam, The Netherlands.

1. Object of the Fund

The Object of the Fund is to assist “Eligible Employees” (see paragraph 2 below) of the Schlumberger Oilfield Services group and affiliated companies, (“the Employer(s)”), with payment of their personal taxation liabilities arising on their Employment Income (as defined below) related to their respective country of assignment.

The term “affiliated company” shall mean a company in which Schlumberger Ltd controls 50% or more of the voting rights.

2. Eligible Employees

Eligible Employees are individuals who are employed on “International Mobile-Expatriate Status” with the Employer.

3. Application for Membership

An Eligible Employee who wishes to join the Fund and become a Member shall sign the Application Form and return it to the Fund.
If an Eligible Employee has not signed and returned his Application Form within two (2) month of the date of its receipt, the invitation to join will lapse. The Fund has complete discretion as to the terms on which future eligibility for membership may be considered.
Members are required to retain their membership throughout their period of eligibility. Members do not have the right to discontinue their membership in the Fund without the consent of the Fund.

4. Suspension and termination of eligibility

A Member will lose his membership in the event of any of the following:

a. if she/he is employed on any status other then “International Mobile – Expatriate”;
b. if her/his employment is terminated;
c. if her/his employment is suspended, for whatever reason;
d. if any notice is served upon a Member, as a consequence of which she/he is lawfully prevented from making payment of the Member’s contribution to the Fund;
e. if the Fund consents.

Members will automatically resume eligibility to participate in the Fund once the eligibility requirements have been re- established.

5. Member’s contribution

All Members are irrevocably and unconditionally required to transfer to such bank account as may be designated by the Fund no later than the third working day following each calendar month, a contribution of their salary that the Fund shall from time to time determine. For the purpose of this contribution, Member’s salary shall mean Member’s total gross salary and cash bonuses as paid by the Employer.

The contribution shall be irrevocably assigned to the Fund with no other purpose than that described under the Object of the Fund (see paragraph 1 above). The Member shall have no other claim against or recourse to it.

This irrevocable and unconditional undertaking will continue to apply to any subsequent employment with the Employer so long as the individual is a Member. 

The Fund shall have the right to increase or decrease the level of total contribution in any manner in order to ensure that it can meet its obligations towards the Members. However, any increase by the Fund of the total contribution rate pursuant to the above in excess of 25% of the Member’s salary shall entitle the Member to give notice to the Fund to discontinue his membership and thereby cease his eligibility to participate.

6. Payments to Members

The Fund undertakes to make payments to the Member, which shall be in relation to the equivalent amount of income tax paid by the Member based on his Employment Income and only to the extent that such taxes are payable in the country of assignment. For the purpose of this paragraph, Employment Income shall mean gross salary and cash bonuses and other benefits in kind that may be provided by the Employer in the country of assignment, but excluding any benefits resulting from stock incentive plans that may be offered to the employee.

Any payment which is due in respect of a period prior to membership being suspended or terminated (see paragraph 4 above) will remain payable to the Member, his spouse, dependents or other legal personal representative, as the case may be.

The Fund will not make any payment in respect of any taxation liabilities arising from the Members’ income or capital gains from sources outside his employment with the Employer. Any claim for a payment by the Fund will require confirmation and evidence of payment by the Member or representative of the underlying tax liability claim and such other documents as the Fund may deem necessary to approve payment to the Member.

7. Member’s obligations

The Member shall endeavor to minimize his income tax liability by good faith application of any allowances afforded by the applicable laws and related regulations in his country of assignment.

The Member undertakes to pay to the Fund any refund that may be received by him/her or on his/her behalf from the Government Revenue Authority on account of amounts previously paid by the Fund. The Member will keep his/her local bank account operational until all tax matters in his/her country of assignment have been settled. The member will settle all tax refunds to EMBO within two (2) weeks from the date of receipt.

Members undertake to advise the Fund of changes concerning their country of assignment and eligibility status.

 8. Changes to the Rules

These Rules can be changed by proper resolution of the Board of Directors of the Fund. Such a change shall only take effect vis-à-vis a Member when the Fund has informed such Member thereof in writing.

9. Governing law/disputes

The laws of The Netherlands will govern these Rules. The District Court of Rotterdam, The Netherlands, shall finally settle any and all disputes that may arise in respect of the application of these Rules.

Amended March 2022