Form of Amended and Restated RSU Grant Agreement (Replacing 2016 Performance Unit Grant Agreements)

Exhibit 10.3

McDERMOTT INTERNATIONAL, INC.

Amended and Restated RSU Grant Agreement

(Replacing Performance Unit Grant Agreement dated [●], 2016)

The Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (“McDermott” or the “Company”) granted you an award of performance units (“Performance Units”) under the 2014 McDermott International, Inc. Long-Term Incentive Plan (the “Plan”) on [●], 2016 (the “Date of Grant”). The provisions of the Plan are incorporated herein by reference.

On December 18, 2017, the Company, Chicago Bridge & Iron Company N.V. (“CB&I”) and certain of their affiliates executed a business combination agreement pursuant to which the Company and CB&I will combine through a series of transactions (the “Combination”). Pursuant to its authority under the Plan, the Committee (as defined in the Plan) has determined that subject to and effective as of the closing of the Combination, each Performance Unit granted under your Performance Unit Grant Agreement dated February 26, 2016 (the “Original Agreement”) will be converted into a time-based restricted stock unit (“RSU”) and the Original Agreement will be amended and restated as follows:

Any reference or definition contained in this Amended and Restated RSU Grant Agreement (this “Agreement”) shall, except as otherwise specified, be construed in accordance with the terms and conditions of the Plan and all determinations and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive on you and your beneficiaries, successors, assigns, estate or personal representatives. The term “Company,” as used in this Agreement with reference to employment or service, shall include subsidiaries of McDermott. Whenever the words “you” or “your” are used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to any beneficiary, successors, assigns, estate or personal representative to whom any rights under this Agreement may be transferred by will or by the laws of descent and distribution, they shall be deemed to include any such person or estate. This Agreement shall be subject to the Plan and the Company’s Clawback Policy, which is attached hereto as Exhibit A and is incorporated herein by reference. Capitalized terms not defined in this Agreement but that are defined in the Plan shall have the respective meanings ascribed to such terms in the Plan.

Restricted Stock Units

RSU Award. You were awarded a grant of Performance Units shown on the Notice of Grant dated [●], 2016, which is incorporated herein by reference. Each Performance Unit awarded thereunder has been converted into an RSU and it represents a right to receive the value of one Share on the Vesting Date (as set forth in the “Vesting Requirements” paragraph below). No Shares or cash amounts are awarded or issued to you hereunder on the Date of Grant.

Vesting Requirements. Except as provided below, the RSUs do not provide you with any rights or interest therein until they become vested on the third anniversary of the Date of Grant (the “Vesting Date”), provided you are then still employed by the Company.

For this purpose, the term “Reduction in Force” means an involuntary termination of employment with the Company due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of facilities or offices,

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technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Committee, in accordance with standards uniformly applied with respect to similarly situated employees, designates as a reduction in force.

For this purpose an assumed award qualifies as a “Replacement Award” if the following requirements are met: (a) it is of the same type as this award, (b) it has a value at least equal to the value of this award, (c) it relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (d) if the Participant holding the this award is subject to U.S. federal income tax under the Code, the tax consequences to such Participant under the Code of the Replacement Award are not less favorable to such Participant than the tax consequences of this award, and (e) its other terms and conditions are not less favorable to the Participant holding the Replacement Award than the terms and conditions of this award (including the provisions that would apply in the event of a subsequent Change in Control). The determination of whether an award has been Assumed will be made in the discretion of the Committee as constituted immediately prior to the effective date of the Change in Control.

For this purpose “Cause” means: (i) your continued failure to perform substantially your duties with the Company (occasioned by reason other than your physical or mental illness, death or disability) after a written demand for substantial performance is delivered to you by the Committee which specifically identifies the manner in which the Committee or the Chief Executive Officer believes that you have not substantially performed your duties, after which you shall have 30 days to defend or remedy such failure to substantially perform your duties; (ii) the engaging by you in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (iii) your conviction of, with no further possibility of appeal for, or plea of guilty or nolo contendere by you to, any felony. The cessation of your employment under items (i) and (ii) of this paragraph shall not be deemed to be for “Cause” unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Committee at a meeting of the Committee called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity, together with counsel, to be heard before the Committee), finding that, in the good faith opinion of the Committee, you are guilty of the conduct described in items (i) or (ii) of this paragraph, and specifying the particulars thereof in detail.

For this purpose “Good Reason” means any one or more of the following events which occurs following a Change in Control: (a) a material diminution in your duties or responsibilities of

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from those applicable immediately before the date on which a Change in Control occurs; (b) a material reduction in your annual salary as in effect on the Effective Date of this Agreement or as the same may be increased from time to time; (c) the failure by the Company to continue in effect any compensation plan in which you participate immediately before the Change in Control which is material to your total compensation, unless a comparable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than existed immediately before the Change in Control, unless the action by the Company applies to all similarly situated employees; (d) the failure by the Company to continue to provide you with material benefits in the aggregate that are substantially similar to those enjoyed by you under any of the Company’s pension, savings, life insurance, medical, health and accident, or disability plans in which you were participating immediately before the Change in Control if such benefits are material to your total compensation, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any fringe benefit enjoyed by you at the time of the Change in Control if such fringe benefit is material to your total compensation, unless the action by the Company applies to all similarly situated employees; or (e) a change in the location of your principal place of employment with the Company by more than 50 miles from the location where you were principally employed immediately before the Change in Control without your consent. If a Change in Control occurs and any of the events described above occurs prior to the third anniversary of such Change in Control (an “Event”), you shall give the Company written notice (the “Notice”) within 60 days following your knowledge of an Event that you intend to terminate employment as a result. The Company shall have 30 days following receipt of the Notice in which to cure the Event. If the Company does not take such action within that time, the Event shall constitute Good Reason. If you do not provide the Notice within 60 days as required above then the Event shall not constitute Good Reason, and thereafter, for purposes of determining whether you have Good Reason, your terms and conditions of employment after the occurrence of the Event shall be substituted for those terms and conditions of your employment in effect immediately prior to the date of this Agreement.

Forfeiture of RSUs. Except as provided above, RSUs which are not vested as of the date of your termination of employment with the Company for any reason shall, coincident therewith, terminate and be of no further force or effect.

In the event that, while you are employed by the Company or are performing services for or on behalf of the Company under any consulting agreement, (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of the Company, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this Agreement shall be forfeited, terminated and withdrawn immediately upon (1) notice to the Committee of such conviction pursuant to (a) above or (2) final determination pursuant to (b) above by the Committee. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to any such matters.

Payment of RSUs. You (or your estate or beneficiaries, if applicable) will receive the value of one Share for each RSU that vests. In the sole discretion of the Committee, RSUs shall be paid in (i) Shares, (ii) cash equal to the Fair Market Value of the Shares otherwise deliverable, or (iii) any combination thereof, which shall be distributed or paid as soon as administratively practicable after the Vesting Date or the date vesting occurs as described above under “Reduction in Force”, “Death or Disability” or “Change in Control”, but in any event no later than 30 days thereafter.

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Taxes

You will realize income in connection with this grant of RSUs in accordance with the tax laws of the jurisdictions applicable to you. You are solely responsible for the taxes associated with the RSUs, and you should consult with and rely on your own tax advisor, accountant or legal advisor as to the tax consequences to you of this grant.

By acceptance of this Agreement, you agree that any amount which the Company is required to withhold on your behalf, including PAYE, federal or state income tax and employee national insurance contributions or FICA withholding, or pursuant to applicable Company policy, in connection with income realized by you under this Agreement will be satisfied by withholding cash or whole Shares having an aggregate Fair Market Value equal to but not exceeding the amount (as determined by the Company) of such required tax withholding, unless the Committee determines to cause the withholding obligation to be satisfied by another method permitted by the Plan. The Committee may, in its discretion, allow additional withholding of cash or Shares for taxes, on such terms and conditions as it may determine, provided that the Committee determines in good faith in consultation with its advisors that allowing such additional withholding will not result in adverse accounting consequences to the Company.    

Regardless of the withholding method referred to above, you are liable to the Company for the amount of income tax and employee national insurance contributions or FICA withholding which the Company is required to withhold in connection with the income realized by you in connection with this Agreement, and you hereby authorize the Company to withhold such amount (as determined by the Company), in whole or in part, from subsequent salary payments, without further notice to you, if the withholding method referred to above is not utilized or does not completely cover such required tax withholding.

Transferability

RSUs granted hereunder are non-transferable other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order.

Securities and Exchange Commission Requirements

If you are a Section 16 insider, this type of transaction must be reported on a Form 4. Please be aware that if you intend to reject the grant, you should do so immediately after the Date of Grant to avoid potential Section 16 liability. Please advise Dennis Edge and Kim Wolford immediately by e-mail or telephone if you intend to reject this grant. Absent such notice of rejection, the Company intends to prepare and file the required Form 4 on your behalf (pursuant to your standing authorization for us to do so).

If you are currently subject to these requirements, you will have already been advised of your status. If you become a Section 16 insider at some future date, reporting will be required in the same manner noted above.

Other Information

Neither the action of the Company in establishing the Plan, nor any provision of the Plan, nor any action taken by the Company, your employer, the Committee or the Board of Directors under the Plan, nor any provision of this Agreement shall be construed as giving to you the right to be retained in the employ of the Company or any of its subsidiaries or affiliates.

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This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior agreements or understanding between you and the Company, whether written or oral, fully or partially performed relating to any or all matters covered by and contained or otherwise dealt with in this Agreement, including the Original Agreement.

This award is intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and its implementing regulations (“Section 409A”), and ambiguous provisions, if any, shall be construed in a manner that is compliant with or exempt from the application of Section 409A, as appropriate. Notwithstanding any provision of the award to the contrary, if you are a “specified employee” within the meaning of Section 409A as of the date of your termination of employment and the Company determines, in good faith, that immediate payments of any amounts or benefits would cause a violation of Section 409A, then any amounts or benefits which are payable under this award upon your “separation from service” within the meaning of Section 409A which (i) are subject to the provisions of Section 409A; (ii) are not otherwise excluded under Section 409A; and (iii) would otherwise be payable during the first six-month period following such separation from service shall be paid on the first business day next following the earlier of (1) the date that is six months and one day following the date of termination or (2) the date of the participant’s death. In addition, any payments to be made upon a Change in Control will only be made upon such event if such event qualifies as a “change in control event” within the meaning of Section 409A.

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Exhibit A

POLICY NO. 1405-003 — EFFECTIVE DATE: 08/02/13

Exhibit A-1

Interpretation Contact for the above policy is the Vice President, Human Resources and Senior Vice President, General Counsel and Corporate Secretary.

Exhibit A-2