Terms and Conditions of 2020 Executive Equity Awards
PERFORMANCE AWARD AND CASH BONUS PLAN OF
(As Amended and Restated Effective August 1, 2018)
The Performance Award and Cash Bonus Plan (the “Plan”) of Transocean Ltd., a Swiss corporation (the “Company”), is intended to advance the best interests of the Company and its subsidiaries by providing employees with additional incentives through the grant of cash awards based on the performance of the employee or the Company, thereby increasing the personal stake of such employees in the continued success and growth of the Company and encouraging them to remain in the employ of the Company.
Employees, including officers of the Company and its subsidiaries, and of partnerships or joint ventures in which the Company and its subsidiaries have a significant interest as determined by the Committee (all of such subsidiaries, partnerships and joint ventures being referred to as “Subsidiaries”) shall be eligible to participate in the Plan. Directors who are not employees of the Company or its Subsidiaries shall not be eligible to participate in the Plan.
Awards under the Plan may be in the form of (i) performance awards pursuant to Article II (“Performance Awards”), (ii) cash bonuses and awards pursuant to Article III or (iii) any combination of the foregoing.
The existence and terms of the Plan shall not limit the authority of the Board of Directors or the Committee in compensating employees of the Company and its Subsidiaries in such other forms and amounts, including compensation pursuant to any other plans as may be currently in effect or adopted in the future, as it may determine from time to time.
Subject to the following provisions, Performance Awards expressed as an amount of cash may be granted by the Committee in such form and upon such terms and conditions as the Committee, in its discretion, may from time to time determine. Each grant of a Performance Award shall specify the amount and nature of the Performance Award to be received by the employee subject to satisfaction of specified “Performance Objectives” within a specified “Performance Period.”
CASH BONUSES AND AWARDS
The Committee, from time to time, may grant cash bonuses and other cash awards. The Committee may also delegate the authority to grant cash bonuses and awards in accordance with Section 1.2(c) and the policies adopted by the Committee. All bonuses and awards granted under this Section 3.1 shall be subject to such terms and conditions as the Committee, in its discretion, may determine from time to time; any such bonuses or awards
granted under this Section 3.1 shall be paid no later than the March 15th of the calendar year immediately following the calendar year in which such bonus or award was granted.
Any award granted under the Plan may be canceled at any time with the consent of the holder and a new award may be granted to such holder in lieu thereof, which award may, in the discretion of the Committee, be on more favorable terms and conditions than the canceled award.
Payments under the Plan shall be net of an amount sufficient to satisfy any federal, state or local withholding tax liability.
No award under the Plan shall be assignable or transferable by the holder thereof except by will or by the laws of descent and distribution.
Determinations by the Committee (or its delegate) under the Plan (including, without limitation, determinations of the persons to receive awards; the form, amount and timing of such awards; the terms and provisions of such awards and the agreements evidencing same; and determinations with respect to terminations of employment) need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, awards under the Plan, whether or not such persons are similarly situated.
The grant of an award under the Plan shall not constitute an assurance of continued employment for any period.
A “Change of Control” shall have the meaning ascribed to such term in the most recent LTIP as in effect on the date an award under the Plan is granted.
Notwithstanding any other provisions in this Plan, any award under this Plan which is subject to recovery under any law, governmental regulation, stock exchange listing requirement or any policy adopted by the Company will be subject to forfeiture and/or recoupment as may be required thereunder.
The Plan was established effective January 1, 2009 and subsequently amended and restated January 1, 2017. As hereby amended and restated, the Plan is effective August 1, 2018.