Terms and Conditions of 2024 Executive Management Team Equity Awards

EXHIBIT 10.1

Transocean Ltd. 2015 Long-Term Incentive Plan

(As Amended and Restated Effective May 11, 2023)

Appendix A to Award Letter

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Terms and Conditions of Awards

February 8, 2024

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To the extent you are granted an award of (1) Performance Units and (2) Restricted Share Units (the award of the Performance Units and Restricted Share Units together, the “Awards”) under the Transocean Ltd. 2015 Long-Term Incentive Plan, as amended and restated effective May 27, 2021 (the “Plan”) effective as of the date indicated above (the “Grant Date”), the target number of Performance Units and the number of shares of Restricted Share Units subject to such grant is set forth in an award letter to you (the “Award Letter”).  Any such Award is subject to the terms and conditions set forth in the Plan, the Prospectus for the Plan, any rules and regulations adopted by the Committee, and the additional terms and conditions set forth in this Appendix A which forms а part of your Award Letter.  Any terms used in the Award Letter or this Appendix A and not defined herein have the meanings set forth in the Plan.  The terms and provisions of your Award are governed by the terms of the Plan as effective May 11, 2023, and amended from time to time thereafter.  In the event there is an inconsistency between the terms of the Plan and the Award Letter, the terms of the Plan will control.

For purposes of the Award Letter (including this Appendix A), the term “Total Target Performance Units” shall mean the total number of target Shares (or other consideration) that may be issued to you in respect of the achievement of certain performance standards as described herein, subject to the terms and conditions hereof.

The exact number of Performance Units that will actually be earned by and issued to you and subject to the vesting described in Section I.2 (the “Earned Performance Units”) will be based upon the achievement by the Company of the performance standard, as described in this Section I.1(b).  

After the conclusion of the period beginning January 1, 2024 and ending December 31, 2026 (the ”PSU Performance Cycle”), the Committee will make a determination as to the number of Earned Performance Units based on the Company’s relative performance on total shareholder return (“TSR”) as compared against a peer group (as identified in Exhibit A) over the PSU Performance Cycle..  The determination by the Committee with respect to the achievement of absolute and relative TSR will be made in the first sixty days of 2026 after all necessary Company and peer information is available.  The specific date on which such determination is formally made and approved by

the Committee is referred to as the “Determination Date”.  After the Determination Date, the Company will notify you of the number of Earned Performance Units, if any.

More detailed definitions for TSR and the methodology for determining the Earned Performance Units are incorporated herein as Exhibit A.

The Committee shall have absolute discretion to determine the number of Earned Performance Units to which you are entitled, if any, including without limitation such adjustments as may be necessary in the opinion of the Committee to account for changes since the date of the Award Letter.  The Committee’s determination shall be final, conclusive and binding upon you.  You shall not have any right or claim with respect to any units other than Earned Performance Units to which you become entitled in accordance with this Appendix A.

Until and unless you vest in your Earned Performance Units and receive a distribution of Shares, you do not own any of the Shares potentially subject to this performance award and may not attempt to sell, transfer, assign or pledge any such Shares.  After the PSU Performance Cycle has ended and all Earned Performance Units are determined, the net Shares (total Shares distributable in respect of vested Earned Performance Units minus any Shares retained by the Company in accordance with the policies and requirements described in Section IV.4) will be delivered on March 15, 2027 in street name to your brokerage account (or, in the event of your death, to a brokerage account in the name of your beneficiary under the Plan) with the broker retained by the Company for such purpose (the “Broker”).  Any Shares distributed to you in respect of vested Earned Performance Units will be registered in your name and will not be subject to any restrictions.  Notwithstanding the foregoing, the number of Shares distributed to you will be subject to the number of Shares that remain available for issuance under Paragraph 5 of the Plan, as amended, and the Committee may make such adjustment as it deems appropriate to the number of Shares distributed to reflect any limitation on Shares available.  

The terms set out in subsections (i)–(iii) below of this Section I.5(a) shall apply to the vesting and settlement of Earned Performance Units in the event of your termination of employment prior to the last day of the PSU Performance Cycle.

The Committee may, in its sole discretion, accelerate the vesting of your right to receive all or any portion of any Earned Performance Units, distributed on the distribution date under Section I.3.

In addition to forfeitures of Performance Units pursuant to Section I.5(a) above, if you violate or fail to comply with any of the covenants or obligations applicable to you under the Executive Severance Benefit Policy, you shall immediately forfeit any Performance Units, whether or not earned.

Upon the occurrence of a Change of Control, if you are employed by the Company on the date of such Change of Control and the Determination Date has not occurred, the number of Earned Performance Units to which you are entitled shall be equal to the Total Target Performance Units, subject to the vesting provisions described in the Award Letter and Section I.2, I.5, and I.6(b).

The Shares (or other consideration) shall be issued in satisfaction of the Earned Performance Units on the distribution date under Section I.3.

Notwithstanding the provisions of the Award Letter or Sections I.2, I.5 or I.6(a), all of your Earned Performance Units (as described in Section I.6(a)) will vest immediately upon a Change of Control Termination and the Shares (or other consideration) shall be issued in satisfaction of the Earned Performance Units thirty days after the date of such Change of Control Termination.

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To the extent that the vesting schedule above would result in vesting of a fractional Restricted Share Unit, such fractional Restricted Share Unit shall be rounded to a whole number as determined by the Committee.

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Until and unless you vest in your Restricted Share Units and receive a distribution of Shares, you may not attempt to sell, transfer, assign or pledge them.  Until the date on which you receive a distribution of the Shares in respect of any vested Restricted Share Units awarded hereunder, your award of Restricted Share Units will be evidenced by credit to a book entry account.

When Restricted Share Units vest and become payable, the net Shares (total Shares distributable in respect of vested Restricted Share Units minus any Shares retained by the Company in accordance with the policies and requirements described in Section IV.4), will be delivered to you within sixty days after the RSU Vesting Date in street name to your brokerage account (or, in the event of your death, to a brokerage account in the name of your beneficiary under the Plan) with the Broker.  Any Shares distributed to you in respect of vested Restricted Share Units will be registered in your name and will not be subject to any restrictions.  There will be some delay between the RSU Vesting Date and the date your Shares become available to you due to administrative reasons.

In the event that dividends are paid with respect to Shares such that the applicable record date occurs during the period beginning on the Grant Date and ending on the date you receive a distribution of Shares in satisfaction of your vested Restricted Share Units, you will be entitled to receive a cash payment equal to the amount of the dividend paid per Share as of such dividend payment date multiplied by the number of vested Restricted Share

Units (the “Dividend Equivalent”).  Dividend Equivalents (if any) payable with respect to your vested Restricted Share Units will be paid in cash on the date of the regularly scheduled payroll next following the applicable Vesting Date, or as soon as administratively practicable following such date, and shall be subject to all applicable withholding taxes.  For any non-cash dividends, the Committee may determine in its sole discretion the cash value to be so paid to you in respect of such Restricted Share Units or, if applicable, the adjustment to be applied pursuant to Section 15 of the Plan.

You will have the right to vote your Shares that have been distributed in respect of any vested Restricted Share Units.  There are no voting rights associated with Restricted Share Units.

You shall have no other dividend equivalent, dividend or voting rights with respect to any Restricted Share Unit.

The following rules apply to the vesting of your Restricted Share Units in the event of your termination of employment.

Notwithstanding the provisions of the Award Letter or Sections II.1 or II.4, all of your Restricted Share Units will vest immediately upon a Change of Control Termination.

The terms and provisions of this Section III apply to all Awards.  

The Chief Executive Officer of the Company, or in the case of the termination of employment of the Chief Executive Officer of the Company, the Committee, shall have absolute discretion to determine the date and circumstances of termination of your employment or separation from service, including without limitation whether as a result of Disability, Involuntary Termination, Cause, Good Reason or any other reason and whether you are a Retiree, and such determination shall be final, conclusive and binding upon you.

Notwithstanding anything in the Award Letter (including this Appendix A) to the contrary, if all or any portion of the benefits provided hereunder, either alone or together with other payments and benefits received or to be received from the Company or any affiliate or successor, would constitute a “parachute payment”, as such term is defined in Code Section 280G(b)(2), the aggregate of the amounts constituting the parachute payment shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Code Section 4999, but only if, by reason of such reduction, the net after-tax benefit shall exceed the net after-tax benefit if such reduction were not made.  “Net after-tax benefit” for these purposes shall mean the sum of (w) the total amount payable under this Award, plus (x) all other payments and benefits which you receive or are then entitled to receive from the Company or an Affiliate that, alone or in combination with the amounts payable under the Award, would constitute a “parachute payment” within the

meaning of Code Section 280G, less (y) the amount of federal income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid (based upon the rate in effect for such year as set forth in the Code at the time of the payment under the Plan), less (z) the amount of excise taxes imposed with respect to the payments and benefits described in (w) and (x) above by Code Section 4999.  Such reduction shall be made to those amounts that provide you with the best economic benefit (and to the extent any payments are economically equivalent, each shall be reduced pro rata), which may include, without limitation and to the extent necessary, a reduction to the Awards or vesting of the Awards in order that this limitation not be exceeded; provided, however, that this Section IV.3 shall be superseded in its entirety by (i) any contrary treatment of parachute payments to which you have agreed in writing prior to the Change of Control pursuant to any other plan, program or agreement, or (ii) any more favorable treatment of the excise tax on parachute payments extended to you by the Company or its affiliates pursuant to any other plan, program or agreement.

Other than the restrictions referenced in Sections I.3 and II.2, there are no restrictions imposed by the Plan on the resale of Shares acquired under the Plan.  However, under the provisions of the Securities Act and the rules and regulations of the SEC, resales of Shares acquired under the Plan by certain officers and directors of the Company who may be deemed to be “affiliates” of the Company must be made pursuant to an appropriate effective registration statement filed with the SEC, pursuant to the provisions of Rule 144 issued under the Securities Act, or pursuant to another exemption from registration provided in the Securities Act.  At the present time, the Company does not have a currently effective registration statement pursuant to which such resales may be made by affiliates.  There are no restrictions imposed by the SEC on the resale of Shares acquired under the Plan by persons who are not affiliates of the Company; provided, however, that all employees are subject to the Company’s policies against insider trading, and restrictions against resale may be imposed by the Company from time-to-time as may be necessary under applicable law.

You may designate a beneficiary to receive any portion of your Performance Units and Restricted Share Units that become due to you after your death, and you may change your beneficiary from time to time.  Beneficiary designations should be filed with the Broker with respect to Performance Units and Restricted Share Units.   The beneficiary if you fail to file a designation with the Broker for the Performance Units and the Restricted Share Units, will be (1) the beneficiary you designated under any group life insurance plan maintained by the Company or its Subsidiaries that provides the largest death benefit, which will constitute the designated beneficiary for purposes of this Section IV.6, or, if none, (2) the executor or administrator of your estate.

Income recognized by you as a result of the grant, vesting, exercise or distribution of Shares with respect to Awards will not be included in the formula for calculating benefits under any of the Company’s retirement and disability plans or any other benefit plans.

Exhibit “A” to Performance Unit Award

A.Committee Methodology for TSR

Total Earned Performance Units will be based on achievement of relative TSR performance, subject to an adjustment based on the Company’s absolute TSR.  The Committee will make a determination on the Determination Date with respect to the achievement of TSR (as defined under Section B below) by the Company and the members of its peer group (as described under Section C below) and the number of Target Performance Units, if any, that become Earned Performance Units based on achievement of Relative Performance and Threshold Performance (as those terms are defined below). If any calculation with respect to the Earned Performance Units would result in a fractional share, the numbers of Earned Performance Units shall be rounded down to the nearest whole share.

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“Relative Performance” shall be determined by ranking the Company, along with the other companies in its peer group, from best to worst based on TSR, and then determining the percentile ranking to assess the number of Earned Performance Units as described below.

If, during the PSU Performance Cycle, (i) any peer group company files for or is the subject of any bankruptcy, insolvency or liquidation proceeding, (ii) any peer group company continues to exist but is no longer publicly traded on an established securities market as a result of a de-listing event (other than due to an acquisition), or (iii) any other corporate financial restructuring event, condition or circumstance exists that, in the determination of the Committee, causes a peer performance to no longer be appropriate for a TSR comparison, such peer group company will remain in the peer group positioned below the lowest performing member of the peer group in chronological order by the date of such bankruptcy, insolvency, liquidation, de-listing or other event, condition or circumstance for the applicable period.  In the event that a peer group company is subject to a transaction in which more than 50% of the value of the company’s outstanding shares immediately prior to the transaction are acquired by another person or entity, such company shall be removed from the peer group company listing for the applicable period in which the transaction occurred.  

The Company’s percentile ranking in its peer group shall determine the number of TSR Performance Units that become Earned Performance Units due to Relative Performance based on the following schedule:

For any achievement of a percentile ranking between the percentiles set forth in the schedule above, the number of Total Performance Units that become Earned Performance Units due to Relative Performance will be determined by linear interpolation between the percentages assigned in the schedule above.

If the Company’s absolute TSR is less than -15% in the PSU Performance Cycle, then no  more than 100% of your Performance Units will become Earned Performance Units in the relevant period.  

If the Company’s absolute TSR is greater than 15% in PSU Performance Cycle (“Threshold Performance”), a minimum of 50% of your Performance Units will become Earned Performance Units in the relevant period. If the Threshold Performance is achieved, the total number of Earned Performance Units can be increased, but not decreased, based on achievement of Relative Performance for the PSU Performance Cycle.

Notwithstanding the foregoing, a “Price Cap” will apply such that if the Fair Market Value of a Share exceeds $20, subject to adjustment pursuant to Section 15 of the Plan, on the Determination Date, the number of Performance Units that would have become Earned Performance Units due to either the Relative Performance or Threshold Performance will be reduced by multiplying such number of Earned Performance Units by a fraction, the numerator of which is $20, subject to adjustment pursuant to Section 15 of the Plan, and the denominator of which is the Fair Market Value of a Share on the Determination Date.  If the Price Cap applies, delivery of a number of Shares equal to such reduced number of Earned Performance Units will be in full satisfaction of the Performance Units.  As an example of the application of the Price Cap, if 100 Performance Units would become Earned Performance Units based on the schedule due to Relative Performance and the Fair Market Value of a Share is $25 on the Determination Date, 80 Shares will be delivered in settlement of the Performance Units (100 x 20/25).

B.Definition of Total Shareholder Return

Total Shareholder Return (“TSR”) through the PSU Performance Cycle is based on the comparison of the average closing share price for the thirty (30) business days prior to January 1, 2024 and the average closing share price for the last thirty (30) business days in the calendar year ending December 31, 2026, adjusted for dividends.  The same calculation is conducted for the Company and each of the companies in the peer group.

C.Peer Group

The peer group shall consist of:

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NOTE:  The Committee has the sole authority to interpret the terms of this Exhibit A, including the formula for TSR.  The Committee’s determination of all matters in connection with the award will be final and binding.