ROBERT L. LONG
CHIEF EXECUTIVE OFFICER
February__, 2009
[NAME]
Dear [NAME]:
Trans ocean Ltd. (the "Company") hereby grants to you effective as of February 12, 2009, _______deferred units ("Deferred Units") in accordance with the Amended and Restated Long-Term Incentive Plan of Trans ocean Ltd. (the "Plan"). This award has been established on a target award of $___________. The conversion to actual number of Deferred Units is based on the average price over the 30 trading days up to the end of January 2009. This award is made and shall vest in accordance with the Plan, with the Company acting as the plan sponsor for its various employing subsidiaries. Your award is more fully described in Appendix A, Terms and Conditions of Deferred Unit Award. Your Deferred Units are being awarded in recognition of your performance and contribution to the Company and, therefore, you do not need to pay any purchase price. Unless otherwise provided in Appendix A, your Deferred Units will vest in installments as follows ("Vesting Schedule"):
Period Beginning |
Number of Deferred Units Vesting |
February 12, 20 10 February 12, 20 11 February 12, 2012 |
«xxx» «xxx» «xxx» |
Your Deferred Units are subject to the terms and conditions set forth in the Plan, any additional terms and conditions set forth in Appendix A and the Prospectus for the Plan, and any rules and regulations adopted by the Executive Compensation Committee of the Board of Directors. This award letter and the associated documents, which can be found within the Trans ocean network at http://www. rigcentral. com/hqs/hr/comp_ben/bonus_plans/ltip. asp, contain the formal terms and conditions of your award. Being a participant in the Plan means you have an opportunity to earn more and it also means you have certain responsibilities as a key member of our team. For the last several months, we have been focusing on driving a culture of leadership (setting clear expectations and providing regular feedback), compliance (rigorous adherence to the policies and procedures articulated in the Company's Management System and systematic use of the Company's safety tools Think and Start), and accountability (recognizing people for the contributions they make to the Company's success). In order for us to fully develop this culture, it is critical that you model these behaviors yourself and demand them from the people with whom you work. Our ability to create this culture of leadership, compliance, and accountability across our entire organization will ultimately impact our success as a company.
Congratulations on your award.
Very truly yours,
Robert L. Long
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