EXHIBIT 10.4 2013 ROWAN COMPANIES PLC INCENTIVE PLAN (Effective April 26, 2013) [2013-2015] PERFORMANCE UNIT AWARD NOTICE

EXHIBIT 10.4

2013 ROWAN COMPANIES PLC INCENTIVE PLAN

(Effective April 26, 2013)

[2013-2015] PERFORMANCE UNIT AWARD NOTICE

For purposes of this Notice, (X) “Retirement” of an Employee shall have occurred if, as of the Employee’s date of termination of Employment, the Employee (i) has attained at least sixty (60) years of age and (ii) has completed at least five (5) consecutive years of service as an Employee to the Company or an Affiliate thereof; and (Y) “Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than twelve (12) months, receiving disability benefits under the applicable disability plan of the Company (or of an Affiliate); provided, that, notwithstanding anything herein to the contrary, to the extent necessary to comply with the requirements of Section 409A of the Code, “Disability” shall have the meaning set forth in Section 409A of the Code. Determination of the date of termination of Employment by reason of Retirement or Disability and the satisfaction of the requirements for Retirement or 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.

In addition, to the extent determined by the Company in its discretion to be applicable to the Participant and/or the Grant, the Grant 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 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

Notwithstanding anything herein to the contrary, unless the Company determines otherwise, any withholding obligations relating to the Tax-Related Items will be satisfied by reducing the amount of cash payable to the Participant in respect of the Grant. 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 Grant.

For Participants subject to tax in the United Kingdom, if payment or withholding of the income tax due in connection with the Grant 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 you 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 Grant (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 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 is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units or any other Awards, or benefits in lieu thereof, regardless of whether Performance Units or other Awards have been granted to the Participant in the past;

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

d) the Grant 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 Grant nor the cash payable in respect thereof is intended to replace any pension rights or compensation;

g) the Grant and the cash payable in respect thereof 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) no claim or entitlement to compensation or damages shall arise from forfeiture of the Grant 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 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;

i) except as otherwise provided in the Plan or determined by the Committee in its discretion, neither the Grant nor any rights under this Notice create any entitlement to have the Grant 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 of the Company; and

j) if the Participant is employed outside the United States, (i) the Grant and the cash payable in respect thereof are not part of normal or expected compensation for any purpose; 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 Performance Units or of any amounts payable to the Participant in respect thereof.

By signing below, the Participant agrees to be bound by the terms and conditions of the Plan and this Notice. The Participant has reviewed the Notice and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice and the Plan. 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.

[Name]

Schedule A to Performance Unit Award Notice

You have been granted Performance Units (“PUs”) as of [ grant date ], each of which has a grant date target value of $100. The cash amount ultimately payable for each vested PU granted, if any, is linked to the Company’s relative total shareholder return (“TSR”) over the 2013 - 2015 period. Such amount would be payable upon the applicable Distribution Date (as defined in the Performance Unit Award Notice), and may be anywhere from $0 to $200 per PU, depending on the Company’s TSR ranking during the three (3)-year performance period commencing January 2, 2013 and ending December 31, 2015 (the “Performance Period”) relative to a group of peer companies (the “Peer Group”). The Peer Group currently consists of Atwood, Diamond Offshore, Ensco, Noble Corp, Seadrill and Transocean, but may be modified as deemed necessary by the Committee.

While there will be no payout until the PUs vest and the Distribution Date occurs, you will be notified of the PU notional value after the end of each year occurring during the Performance Period as follows:

January 1, 2013 – December 31, 2013 – 25% of PU value measured

January 1, 2014 – December 31, 2014 – 25% of PU value measured

January 1, 2015 – December 31, 2015 – 25% of PU value measured

January 1, 2013 – December 31, 2015 – remaining 25% of PU value measured

Each value determined above will not be subject to further adjustment, except as permitted by the terms of the Plan (as defined in the Performance Unit Award Notice) and only to the extent such adjustment would not cause the PUs to fail to constitute “qualified performance-based compensation” within the meaning of Code Section 162(m)(4)(C). As an example, if the Company’s TSR ranked at the top of the Peer Group for the 2013 period, the 25% of PU value for the 2013 calendar year occurring during the Performance Period would vest and be measured at $50 (200% of the 25% potential value). If you are still employed with the Company on the Distribution Date (or otherwise eligible to receive such amount pursuant to the terms of the Performance Unit Award Notice), you would receive this value (in cash) upon the Distribution Date (and in any event in accordance with the terms set forth in the Performance Unit Award Notice). If the Company’s 2014 TSR ranked at the bottom of the Peer Group, the 25% of PU value for the 2014 calendar year occurring during the Performance Period would vest and be measured at $0, though no change would be made the value measured for the 2013 calendar year.

TSR is calculated with respect to each year occurring during the Performance Period for the Company as the result of dividing (a) the average closing price of a Share during the last twenty-five (25) trading days of the applicable year (plus any dividends paid per Share by the Company during the applicable year), less the average closing price of a Share during the twenty-five (25) trading days immediately preceding the year, by (b) the average closing price of a Share during the twenty-five (25) trading days immediately preceding the year. TSR is calculated with respect to each year occurring during the Performance Period for the companies in the Peer Group on the same basis as TSR is calculated for the Company. The Company’s TSR will be interpolated between the peer ranked immediately above the Company and the peer ranked immediately below the Company. If the Company is at the bottom of the Peer Group for any year of the Performance Period, there will be no cash value attributable to that year.

The following chart demonstrates the PU value (as a percentage of target) for each level of performance, and illustrates the slope of the payout line.

By way of explanation, if the Company is the fourth (4^th) in the Peer Group in terms of TSR during each year of the Performance Period and for the full three (3)-year Performance Period, the PUs granted would (to the extent such PUs vest) be paid out at target, or $100 per PU (payable in cash).