2013 ROWAN COMPANIES PLC INCENTIVEPLAN FORM OF EMPLOYEE RESTRICTED SHARE UNIT NOTICE

Exhibit 10.2

2017 Executive Retention Grants

2013 ROWAN COMPANIES PLC INCENTIVE PLAN

FORM OF

EMPLOYEE RESTRICTED SHARE UNIT NOTICE

(a)          Except as otherwise provided in Sections 3(b), (c) or (d) below, the RSUs shall vest and become non-forfeitable on the four year anniversary of the Grant Date (the “Vesting Date”). Except as otherwise provided in Sections 3(b) or 3(c) below, if the Participant’s Employment terminates for any reason prior to the Vesting Date, the RSUs shall be forfeited as of the date the Participant’s Employment so terminates, unless otherwise determined by the Committee.

(b)          Notwithstanding the foregoing, if the Participant’s Employment terminates by reason of the Participant’s Disability (as defined below) or death prior to the Vesting Date, then, in any case, (i) a Pro-Rata Portion (as described below) of the RSUs shall become vested and non-forfeitable upon the Participant’s termination of Employment, and (ii) the portion of the RSUs that does not become vested and non-forfeitable upon the Participant’s termination of Employment pursuant to the foregoing clause (i) shall be forfeited as of the date the Participant’s Employment so terminates. The “Pro-Rata Portion” of the RSUs that will vest and become non-forfeitable in accordance with the foregoing is determined by multiplying the total number of RSUs granted pursuant to this Notice by a fraction, the numerator or which is the number of calendar days the Participant continued in Employment following the Grant Date and the denominator of which is 1,461.

(c)          The Company and the Participant acknowledge that they have previously entered into that certain Change in Control Agreement dated as of _____ (the “CIC Agreement”), which generally provides that upon a Change in Control (as defined therein) during the term of such CIC Agreement, all unvested awards, including restricted share units, will become immediately and fully vested as of the time of the applicable Change in Control. The Company and the Participant do not intend for such accelerated vesting to apply to the RSUs granted pursuant to this Notice and therefore expressly agree that such accelerated vesting provisions in the CIC Agreement shall not apply to the RSUs granted pursuant to this Notice; provided, however, that in the event the Participant incurs a Qualifying Termination (as defined in the CIC Agreement) prior to the Vesting Date, all of the RSUs granted pursuant to this Notice shall vest and become non-forfeitable upon such Qualifying Termination.

(d)          Payment to the Participant of amounts due in respect of any RSUs that vest in accordance herewith shall be made in Shares on or within ten (10) days after the date the RSUs vest and become non-forfeitable. Notwithstanding anything herein to the contrary, if the Company determines that paying such amounts at the time set forth in this Section 3(b) would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be made to the Participant prior to the expiration of the six (6)-month period following the Participant’s “separation from service” (within the meaning of Section 409A of the Code) if the Participant is a “specified employee” (within the meaning of Section 409A of the Code) on the date of his or her Separation from Service (as determined by the Company in accordance with Section 409A of the Code). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first (1^st) day following the end of such six (6)-month period, the Company shall pay the Participant the cumulative amounts that would have otherwise been payable to the Participant during such six (6)-month period.

(e)          For purposes of this Notice, “Disability” means the Participant is “disabled” within the meaning of Treasury Regulation Section 1.409A-3(i)(4). Determination of the date of termination of Employment by reason of Disability and the satisfaction of the requirements for Disability, as applicable, shall be based on such evidence as the Committee may require and a determination by the Committee of such date of termination and satisfaction shall be final and controlling on all interested parties.

Any question as to whether and when there has been a termination of the Participant’s Employment shall be based on such evidence as the Committee may require and a determination by the Committee as to the date of such termination of Employment shall be final and controlling on all interested parties.

The Participant acknowledges and agrees that the Company and the Employer shall have the right to require the Participant to satisfy all obligations relating to the Tax-Related Items by one or a combination of the following, as determined in the discretion of the Company and the Employer (or, with respect to clauses (c) and (d) below, as determined in the discretion of the Committee, if the Participant is, or is expected by the Company to become, subject to Section 16 of the Exchange Act):

Notwithstanding anything herein to the contrary, unless the Company determines otherwise (which determination will be made by the Committee if the Participant is, or is expected by the Company to become, subject to Section 16 of the Exchange Act), any withholding obligations relating to the Tax-Related Items, up to the applicable minimum statutory withholding amount or other applicable amount, will be satisfied by reducing the number of Shares issuable to the Participant in respect of the RSUs. For the avoidance of doubt, if the obligation for Tax-Related Items is satisfied by withholding in Shares otherwise issuable pursuant to the RSUs, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that number of the Shares withheld for the purpose of paying the Tax-Related Items. The Participant acknowledges and agrees that the Company and the Employer shall have the authority and the right to deduct or withhold, or to require the Participant to pay to the Company or the Employer, as applicable, an amount sufficient to satisfy all Tax-Related Items that arise in connection with the RSUs and the Dividend Equivalents.

For Participants subject to tax in the United Kingdom, if payment or withholding of the income tax due in connection with the RSUs is not made within ninety (90) days of any event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to herein or otherwise permitted under the Plan. Notwithstanding anything herein to the contrary, if the Participant is a Director or an “executive officer” (within the meaning of Section 13(k) of the Exchange Act), the Participant shall not be permitted to make any payment in respect of the RSUs (including any payment of income tax liability), or to continue any extension of credit with respect to any such payment, with a loan from the Company or arranged by the Company in violation of Section 13(k) of the Exchange Act. In the event the Participant is such a Director or executive officer and the income tax due is not collected from or paid by the Participant by the Due Date, the amount of any uncollected income tax will constitute a benefit to the Participant on which additional income tax (and national insurance contributions (“NICs”), to the extent applicable) will be payable. The Company or the Employer may recover any such additional income tax and NICs at any time thereafter by any of the means referred to herein or otherwise permitted under the Plan. The Participant will also be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime.

(a)          The Participant acknowledges that the Plan and this Notice are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, as well as all applicable state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Notice shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

(b)          Notwithstanding any other provision of the Plan or this Notice, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the RSUs and this Notice shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Notice shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

(a)          recoup from the Participant all or a portion of the Shares issued and/or the payments made in respect of Dividend Equivalents under this Notice if the Company’s reported financial or operating results are materially and negatively restated within five (5) years of the issuance of such Shares or payment of such amounts, as applicable; and

(b)          recoup from the Participant if, in the Committee’s judgment, the Participant engaged in conduct which was fraudulent, negligent or not in good faith, and which disrupted, damaged, impaired or interfered with the business, reputation or employees of the Company or its Affiliates or which caused a subsequent adjustment or restatement of the Company’s reported financial statements, all or a portion of the Shares issued and/or the payments made in respect of Dividend Equivalents under this Notice within five (5) years of such conduct.

In addition, to the extent determined by the Company in its discretion to be applicable to the Participant, the RSUs and/or the Dividend Equivalents, the RSUs and/or the Dividend Equivalents, as applicable, shall be subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any rules and regulations thereunder, (ii) similar rules under the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements.

Any Shares subject to recoupment may be transferred to the employee benefit trust established by the Company, and the Participant agrees to execute any documents necessary to effectuate such transfer.

The Participant understands that Data will be transferred to such Plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The recipients of Data may be located in the United States or elsewhere, and the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant may request a list with the names and addresses of any potential recipients of Data by contacting his or her human resources representative. The Participant authorizes the Company Group and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her human resources representative. Further, the Participant is providing his or her consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, his or her Employment status or service and career with any entity in the Company Group will not be adversely affected; the only adverse consequence of refusing or withdrawing the Participant's consent is that the Company would not be able to grant the RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant’s refusal or withdrawal of his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant may contact his or her human resources representative.

(a)          the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b)          the grant of the RSUs and Dividend Equivalents is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, Dividend Equivalents, any other Awards, or benefits in lieu thereof, regardless of whether RSUs, Dividend Equivalents or other Awards have been granted to the Participant in the past;

(c)          all decisions with respect to grants of future RSUs, Dividend Equivalents or other Awards, if any, will be made in the sole discretion of the Company.

(d)          the grant of the RSUs and Dividend Equivalents and the Participant's participation in the Plan shall not (i) confer upon the Participant or create any right to continue in Employment or other service with any entity in the Company Group, (ii) be interpreted as forming an Employment or service contract with any entity in the Company Group, or (iii) interfere with the rights of any entity in the Company Group, which rights are hereby expressly reserved, to terminate the Participant's Employment or other service;

(e)          the Participant is voluntarily participating in the Plan;

(f)          neither the RSUs nor the Shares subject to the RSUs, nor the Dividend Equivalents, are intended to replace any pension rights or compensation;

(g)          the RSUs, the Shares subject to the RSUs and the Dividend Equivalents are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long service awards, pension or retirement or welfare benefits or similar payments;

(h)          the future value of the Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;

(i)          no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs and/or Dividend Equivalents resulting from the Participant's termination of Employment or other service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or engaged or the terms of the Participant's employment or other service agreement, if any), and in consideration of the grant of the RSUs and Dividend Equivalents to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against any entity in the Company Group, waives his or her ability, if any, to bring any such claim, and releases all entities in the Company Group from any such claim. Notwithstanding the foregoing, if any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

(j)          except as otherwise provided in the Plan or determined by the Committee in its discretion, none of the RSUs, Dividend Equivalents nor any rights under this Notice create any entitlement to have the RSUs, Dividend Equivalents or any such rights transferred to, or assumed by, another company or exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares;

(k)          if the Participant is employed outside the United States, (i) the RSUs, the Shares subject to the RSUs and the Dividend Equivalents are not part of normal or expected compensation for any purposes; and (ii) no entity in the Company Group shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Shares or of any amounts due to the Participant upon payment of the RSUs or the subsequent sale of any Shares acquired upon payment.

By signing below, the Participant agrees to be bound by the terms and conditions of the Plan and this Notice. The Participant hereby agrees to accept as binding, conclusive and final all decisions and/or interpretations of the Committee upon any questions arising under the Plan or relating to the RSUs and the Dividend Equivalents. The Participant consents to the collection of data outside the Participant’s country, including to those countries that may have different data privacy laws and protections than the Participant’s country.

2017 Executive Retention Grant

2013 ROWAN COMPANIES PLC INCENTIVE PLAN

FORM OF

NON-QUALIFIED OPTION AGREEMENT

This Option shall not be exercisable in any event after the expiration of seven years from the Grant Date hereof.

Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

The Participant acknowledges and agrees that the Company and the Employer shall have the right to require the Participant to satisfy all obligations relating to the Tax-Related Items by one or a combination of the following, as determined in the discretion of the Company and the Employer (or, with respect to clauses (c) and (d) below, as determined in the discretion of the Committee, if the Participant is, or is expected by the Company to become, subject to Section 16 of the Exchange Act):

(a)             withholding from the Participant's wages or other cash compensation to be paid to the Participant by the Company and/or the Employer;

(b)             withholding from proceeds of the sale of Shares acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf and without consent from the Participant);

(c)             selling or transferring to the employee benefit trust established by the Company a number of Shares that would otherwise be issued upon exercise of the Option; or

(d)             withholding an appropriate number of Shares to be issued upon exercise of the Option.

Notwithstanding anything herein to the contrary, unless the Company determines otherwise (which determination will be made by the Committee if the Participant is, or is expected by the Company to become, subject to Section 16 of the Exchange Act), any withholding obligations relating to the Tax-Related Items, up to the applicable minimum statutory withholding amount or other applicable amount, will be satisfied by reducing the number of Shares issuable to the Participant in respect of any exercise of the Option. For the avoidance of doubt, if the obligation for Tax-Related Items is satisfied by withholding in Shares otherwise issuable pursuant to the Option, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the Option, notwithstanding that number of the Shares withheld for the purpose of paying the Tax-Related Items. The Participant acknowledges and agrees that the Company and the Employer shall have the authority and the right to deduct or withhold, or to require the Participant to pay to the Company or the Employer, as applicable, an amount sufficient to satisfy all Tax-Related Items that arise in connection with the Option.

For Participants subject to tax in the United Kingdom, if payment or withholding of the income tax due in connection with the Option is not made within ninety (90) days of any event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to herein or otherwise permitted under the Plan. Notwithstanding anything herein to the contrary, if the Participant is a Director or an “executive officer” (within the meaning of Section 13(k) of the Exchange Act), the Participant shall not be permitted to make any payment in respect of the Option (including any payment of income tax liability), or to continue any extension of credit with respect to any such payment, with a loan from the Company or arranged by the Company in violation of Section 13(k) of the Exchange Act. In the event the Participant is such a Director or executive officer and the income tax due is not collected from or paid by the Participant by the Due Date, the amount of any uncollected income tax will constitute a benefit to the Participant on which additional income tax (and national insurance contributions (“NICs”), to the extent applicable) will be payable. The Company or the Employer may recover any such additional income tax and NICs at any time thereafter by any of the means referred to herein or otherwise permitted under the Plan. The Participant will also be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime.

(a)          recoup from the Participant all or a portion of the Shares issued under this Agreement if the Company’s reported financial or operating results are materially and negatively restated within five (5) years of the vesting of this Option; and

(b)          recoup from the Participant if, in the Committee’s judgment, the Participant engaged in conduct which was fraudulent, negligent or not in good faith, and which disrupted, damaged, impaired or interfered with the business, reputation or employees of the Company or its Affiliates or which caused a subsequent adjustment or restatement of the Company’s reported financial statements, all or a portion of the Shares issued under this Agreement within five (5) years of such conduct.

In addition, to the extent determined by the Company in its discretion to be applicable to the Participant, the Option and any Shares issuable under this Agreement shall be subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any rules and regulations thereunder, (ii) similar rules under the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements.

The Participant understands that the Company Group may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company Group, details of any Option or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (collectively, “Data”).

The Participant understands that Data will be transferred to such Plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The recipients of Data may be located in the United States or elsewhere, and the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant may request a list with the names and addresses of any potential recipients of Data by contacting his or her human resources representative. The Participant authorizes the Company Group and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her human resources representative. Further, the Participant is providing his or her consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, his or her Employment status or service and career with any entity in the Company Group will not be adversely affected; the only adverse consequence of refusing or withdrawing the Participant's consent is that the Company would not be able to grant the Option or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant’s refusal or withdrawal of his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant may contact his or her human resources representative.

(a)          the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b)          the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Options, any other Awards, or benefits in lieu thereof, regardless of whether Options or other Awards have been granted to the Participant in the past;

(c)          all decisions with respect to grants of future Options or other Awards, if any, will be made in the sole discretion of the Company.

(d)          the grant of the Option and the Participant's participation in the Plan shall not (i) confer upon the Participant or create any right to continue in Employment or other service with any entity in the Company Group, (ii) be interpreted as forming an Employment or service contract with any entity in the Company Group, or (iii) interfere with the rights of any entity in the Company Group, which rights are hereby expressly reserved, to terminate the Participant's Employment or other service;

(e)          the Participant is voluntarily participating in the Plan;

(f)          neither the Option nor the Shares subject to the Option are intended to replace any pension rights or compensation;

(g)          the Option and the Shares subject to the Option are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long service awards, pension or retirement or welfare benefits or similar payments;

(h)          the future value of the Shares underlying the Option is unknown, indeterminable and cannot be predicted with certainty;

(i)          no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the Participant's termination of Employment or other service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or engaged or the terms of the Participant's employment or other service agreement, if any), and in consideration of the grant of the Option to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against any entity in the Company Group, waives his or her ability, if any, to bring any such claim, and releases all entities in the Company Group from any such claim. Notwithstanding the foregoing, if any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

(j)          except as otherwise provided in the Plan or determined by the Committee in its discretion, none of the Option nor any rights under this Agreement create any entitlement to have the Option or any such rights transferred to, or assumed by, another company or exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares;

(k)          if the Participant is employed outside the United States, (i) the Option and the Shares subject to the Option are not part of normal or expected compensation for any purposes; and (ii) no entity in the Company Group shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Shares or of any amounts due to the Participant upon exercise of the Option or the subsequent sale of any Shares acquired upon payment.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officer thereunto duly authorized, and Participant has executed this Agreement, all as of the day and year first above written.

By signing below, the Participant agrees to be bound by the terms and conditions of the Plan and this Notice. The Participant hereby agrees to accept as binding, conclusive and final all decisions and/or interpretations of the Committee upon any questions arising under the Plan or relating to the Grant. The Participant consents to the collection of data outside the Participant’s country, including to those countries that may have different data privacy laws and protections than the Participant’s country.