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 the opportunity to receive up to a target award of________ deferred units ("Target Award"), and up to a total potential maximum of________ deferred units ("Contingent Deferred Units") in accordance with the Long-Term Incentive Plan of Trans ocean Ltd. (the "Plan"). The exact amount of your award will be determined during the first sixty days of 2012 (with the actual date referred to as the "Determination Date") by the Executive Compensation Committee of the Board of Directors (the "Committee") based upon the achievement of certain performance objectives. Please refer to Appendix 1, Terms and Conditions of Employee Contingent Deferred Unit Award, for further details.
You will have a vested right to any deferred units earned as of December 31, 2011, subject to your continued employment through that date or as otherwise contemplated in Appendix 1. Your Contingent Deferred Units are subject to the terms and conditions set forth in the Plan, the Prospectus for the Plan, any additional terms and conditions set forth in Appendix 1 and any rules and regulations adopted by the Committee.
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
Appendix 1
to Award Letter
Terms and Conditions of
Employee Contingent Deferred Unit Award
February 12, 2009 (the "Grant Date")
The contingent award by Trans ocean Ltd. (the "Company") to you effective as of the Grant Date for the opportunity to, if certain conditions are met, receive deferred units representing a.......
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