First Amendment to Transocean Ltd. Long-Term Incentive Plan (LTIP)

Summary

This amendment, adopted by Transocean Ltd. on May 18, 2013, modifies the company's Long-Term Incentive Plan. It changes the vesting schedule for Restricted Shares and Deferred Unit awards granted to eligible directors, allowing the Board to set vesting dates at its discretion, but not earlier than either one year from the award date or the next Annual General Meeting, whichever comes first. The amendment is attested by the company's secretary and was approved by the Board of Directors.

EX-10.1 2 exhibit101ltipamendment.htm EXHIBIT - LTIP AMENDMENT Exhibit 10.1 LTIP Amendment



Exhibit 10.1


LONG-TERM INCENTIVE PLAN
OF TRANSOCEAN LTD.
(As Amended and Restated as of February 12, 2009)
First Amendment
Transocean Ltd. (the “Company”), having reserved the right under Section 6.3 of the Long-Term Incentive Plan of Transocean Ltd., as amended and restated effective as of February 12, 2009 (the “Plan”), to amend the Plan, does hereby amend the Plan, effective May 18, 2013, to replace the last sentence of Section 3.3 of the Plan with the following sentence:

“Notwithstanding the provisions of Sections 3.1(b) and 3.2(c) above, Restricted Shares and Deferred Unit awards to Eligible Directors may vest at such time as the Board may designate in its sole discretion, but not earlier than the first to occur of (a) the first anniversary of the initial date of such award or (b) the date of the Annual General Meeting next following the initial date of such award.”
Attested to by the Secretary of Transocean Ltd. as adopted by the Board of Directors of Transocean Ltd. this 18th day of May, 2013.



By: /s/ Philippe A. Huber                    
Philippe A. Huber