McDermott International, Inc. Long-Term Incentive Grant Notice and Acceptance Agreement

Summary

McDermott International, Inc. is granting long-term incentives, including stock options and deferred stock units, to the recipient as part of its 2001 Directors and Officers Long-Term Incentive Plan. The recipient must sign and return the agreement within 30 days to accept the grant and its terms. The agreement is governed by the attached Grant Agreements and plan documents. Failure to sign and return the agreement within the specified time will void the grant.

EX-10.1 2 a4891388ex10_1.txt EXHIBIT 10.1 Exhibit 10.1 _________, 2005 PERSONAL & CONFIDENTIAL RE: Notice of Grant Long-Term Incentives McDermott International, Inc. ("MII") Dear Mr. ((Last_Name)): You have been granted long-term incentives as follows: Date of Grant _______________ Stock Options Granted ((Options)) @ $_____ Deferred Stock Units Granted ((Units)) By your signature and MII's signature below, you and MII agree that these incentives are granted under and governed by the terms and conditions of the "Grant Agreements" and the 2001 Directors and Officers Long-Term Incentive Plan, all of which are attached to and made a part of this document. Please acknowledge receipt and acceptance of said long-term incentives and the terms contained herein, including, without limitation, the paragraphs regarding Securities and Exchange Commission Requirements, by signing both this letter and the enclosed copy hereof and returning one such signed copy to McDermott International, Inc. at P. O. Box 61961, New Orleans, LA 70161-1961, Attention: L. J. Sannino, Executive Vice President, Human Resources, Health, Safety and Environmental and marked "Personal and Confidential." Any and all of the aforesaid rights granted to you shall become void if you fail to execute and deliver a copy of this letter agreement to MII within thirty (30) days from the date hereof. Sincerely, McDERMOTT INTERNATIONAL, INC. Bruce W. Wilkinson Chairman of the Board and Chief Executive Officer ______________________________ Date: ___________ ((First_Name)) ((Last_Name))