McDERMOTT INTERNATIONAL, INC.
Performance Unit Grant Agreement
(February 27, 2019)
The Compensation Committee of the Board of Directors (the Committee) of McDermott International, Inc. (McDermott or the Company) has selected you to receive a grant of performance units (Performance Units) under the [2016 McDermott International, Inc. Long-Term Incentive Plan][the Chicago Bridge & Iron 2008 Long-Term Incentive Plan, as amended and restated effective February 27, 2019] (the Plan), on February 27, 2019 (the Date of Grant). The provisions of the Plan are incorporated herein by reference.
Any reference or definition contained in this Performance Unit 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, shall include subsidiaries of McDermott, unless the context clearly indicates otherwise. 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 Companys 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.
Grant of Performance Units. You have been awarded a grant of Performance Units shown on the Notice of Grant dated February 27, 2019, which is incorporated herein by reference (this Award). Each Performance Unit represents a right to receive the value of one Share on the Vesting Date (as set forth in the Vesting Requirements paragraph below), provided the applicable performance measures and vesting requirements set forth in this Agreement shall have been satisfied. No Shares or cash amounts are awarded or issued to you hereunder on the Date of Grant.
Vesting Requirements. Except as provided below, the Performance Units do not provide you with any rights or interest therein until they become vested, if at all, on the date performance is finally determined by the Committee, which shall be as soon as practicable following the end of the performance period (the Vesting Date), provided you are then still employed by the Company.
Reduction in Force. In the event you terminate employment prior to the Vesting Date due to a Reduction in Force, then: 33% of the Performance Units will continue to vest, provided your termination date is on or after the first anniversary of the Date of Grant; and 66% of the Performance Units will continue to vest, provided your termination date is on or after the second anniversary of the Date of Grant. The number of Performance Units that will vest pursuant to the immediately preceding sentence will be determined by multiplying (a) the applicable percentage from the immediately preceding sentence by (b) the total number of Performance Units that would have vested, if any, based on actual performance had you remained employed with the Company until the Vesting Date, as determined in accordance with the schedules set forth under the caption Earned Award below.
For purposes of this Agreement, 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, 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.
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