GlobalSantaFe Corporation Board Resolution on Non-Employee Director Compensation Schedule (December 2001)

Summary

GlobalSantaFe Corporation's Board of Directors approved a new compensation schedule for its non-employee directors, effective immediately. The schedule includes annual retainers, meeting fees, special assignment fees, and stock option grants. Non-employee directors receive $32,000 annually, additional fees for chairing committees and attending meetings, and stock options that vest over two years. The resolution remains in effect until changed by the Board.

EX-10.52 12 h94911ex10-52.txt RESOLUTION OF THE COMPANY'S BOARD OF DIRECTORS EXHIBIT 10.52 COMPANY: GlobalSantaFe Corporation (the "Company") ITEM: Preambles and Resolution of the Board of Directors SUBJECT: Non-Employee Director Compensation Schedule DATE: December 5, 2001 WHEREAS, the Compensation Committee of the Board of Directors of the Company has recommended a schedule of compensation for the Company's non-employee directors; and WHEREAS, having carefully considered the recommendations of the Compensation Committee, the Board of Directors desires to approve a non-employee director compensation schedule; IT IS THEREFORE RESOLVED that, effective immediately and until such time as revised by resolution of the Board of Directors of the Company, the compensation schedule annexed hereto as Exhibit A shall be applicable to the Company's non-employee directors. EXHIBIT A GLOBALSANTAFE CORPORATION Schedule of Compensation for Non-Employee Directors -------------------- Annual Retainer $32,000 Committee Chairman Annual Retainer $ 4,000 Board Meeting Fee $ 2,000(1) Committee Meeting Fee $ 2,000(1) Special Assignment Fee (per day) $ 1,000 New Member Stock Option Grant (#) 10,000(2) Annual Stock Option Grant (#) 8,000(2) - -------------------- (1) The fee will be $1,000 if participation is by telephone. (2) All stock options will vest 50% one year from date of grant and the remaining 50% two years from date of grant.