DIAMOND OFFSHORE DRILLING, INC.
2021 LONG-TERM STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
This RESTRICTED STOCK AWARD AGREEMENT (this Agreement), is made as of May 8, 2021 (the Grant Date) between Diamond Offshore Drilling, Inc., a Delaware corporation (the Company), and Bernie Wolford, Jr. (the Participant), and is made pursuant to the terms of the Companys 2021 Long-Term Stock Incentive Plan (the Plan). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
Section 1. Restricted Stock . The Company hereby issues to the Participant, as of the Grant Date, 222,222 shares of restricted stock (the Restricted Stock), subject to such vesting, transfer and other restrictions and conditions as set forth in this Agreement (the Award). Each share of Restricted Stock represents one Share, subject to the terms and conditions set forth in this Agreement and the Plan.
Section 2. Vesting Requirements.
(a) Generally. Except as otherwise provided herein, the Restricted Stock shall vest and become non-forfeitable Shares in equal installments on the Grant Date, the one-year anniversary of the Grant Date and the two-year anniversary of the Grant Date (each, a Vesting Date), subject to the Participants continuous service or employment with the Company and its Affiliates (Service) from the Grant Date through the applicable Vesting Date, except as set forth below.
(b) Termination of Employment without Cause, by reason of Death or Disability, or for Good Reason. Notwithstanding Section 2(a) hereof, in the event of the Participants termination of employment by the Company and its Affiliates without Cause, by reason of the Participants death or Disability (as defined in the Employment Agreement, dated as of May 8, 2021, by and between the Participant and the Company), or by the Participant for Good Reason, then the number of shares of Restricted Stock that would have otherwise vested in the 12-month period following the Participants termination of employment shall immediately vest on the date of such termination, subject to the Participants (or his estates or legal representatives) execution and non-revocation of an effective release of claims in a form provided by the Company. Any Restricted Stock that do not become vested pursuant to the foregoing sentence shall immediately be forfeited and cancelled upon the Participants termination of Service.
(c) Other Terminations of Service. Upon the occurrence of a termination of the Participants Service for any reason other than as provided for by Section 2(b) hereof, all outstanding and unvested Restricted Stock shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. Notwithstanding anything to the contrary herein, upon a termination of the Participants Service for Cause, all Restricted Stock, whether vested or unvested, shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto.