DIAMOND OFFSHORE DRILLING, INC.
2020 KEY EMPLOYEE INCENTIVE PLAN
1. Purpose. The purpose of this Diamond Offshore Drilling, Inc. 2020 Key Employee Incentive Plan (this Plan), is to promote the interests of Diamond Offshore Drilling, Inc., a Delaware corporation, or any successor corporation (the Company) by providing incentives to key management personnel of the Company to make extraordinary efforts to execute the strategic objectives of the Company in a manner most beneficial to the Company and its stakeholders.
2. Effective Date of this Plan. This Plan is effective as of April 21, 2020 (the Effective Date) and was amended and restated, effective as of June 23, 2020.
3. Definitions. For the purposes of this Plan:
(a) Ad Hoc Group has the meaning set forth in the Verified Statement Pursuant to Bankruptcy Rule 2019 dated May 22, 2020 [Docket No. 191] filed in the Chapter 11 Cases.
(b) Award Letter means, the award letter delivered to a Participant granting a Participant the opportunity to earn a KEIP Payment.
(c) Board means the Board of Directors of the Company.
(d) Catch-Up Payment shall have the meaning set forth in Appendix A.
(e) Cause shall mean have the meaning set forth in the employment or engagement agreement between a Participant and the Company or any of its subsidiaries or affiliates, if such an agreement exists and contains a definition of Cause or term of similar import; otherwise Cause shall mean (i) conviction of the Participant for committing a felony under Federal law or the law of the state in which such action occurred, (ii) dishonesty in the course of fulfilling a Participants employment, engagement or directorial duties, (iii) willful and deliberate failure on the part of a Participant to perform the Participants employment, engagement or directorial duties in any material respect or (iv) such other events as shall be determined in good faith by the Board. The Board shall, unless otherwise provided in an Award Letter or employment or engagement agreement with the Participant, have the sole discretion to determine whether Cause exists, and its determination shall be final.
(f) Chapter 11 Cases refers to In re Diamond Offshore Drilling, Inc., et. al., Case No. 20-32307 (DRJ) (Bankr. S.D. Tex. 2020).
(g) Code means the Internal Revenue Code of 1986, as amended and the regulations thereunder, as they may from time to time be in effect (and any applicable Internal Revenue Service guidance thereunder).
(h) Committee means the Compensation Committee of the Board, or any other committee authorized by the Board to administer this Plan. If no committee is duly authorized by the Board to administer this Plan, the term Committee shall be deemed to refer to the Board for all purposes of this Plan.