ex10_2.htm


    
      

    

    Exhibit
      10.2

     

    Appendix
      A

    to
      Award Letter

    Granted
      July 21, 2007 (the “Grant Date”)

     

    Terms
      and Conditions of

    Restricted
      Shares Award

     

     

    The
      restricted shares (“Restricted Shares”) granted to you on the Grant Date by the
      plan sponsor Transocean Inc. (the “Company”) of the ordinary shares, par value
      $0.01 per share, (“Ordinary Shares”) of the Company are subject to the terms and
      conditions set forth in the Transocean Inc. Long-Term Incentive Plan (the
“Plan”), any rules and regulations adopted by the Executive Compensation
      Committee of the Board of Directors (the “Committee”), any additional terms and
      conditions set forth in this Appendix A which forms a part of the attached
      award
      letter to you (“Award Letter”) and the enclosed Prospectus for the Plan. Any
      terms used and not defined in the Award Letter have the meanings set forth
      in
      the Plan. In the event there is an inconsistency between the terms of the Plan
      and the Award Letter, the terms of the Plan will control.

     

    
      	
              1.

            	
              Vesting
                and Restricted Shares

            


    

     

    
      	
               

            	
              (a)

            	
              Unless
                vested on an earlier date as provided in this Appendix A, the Restricted
                Shares granted pursuant to your Award Letter will vest in installments
                as
                set forth in the Vesting Schedule in your Award
                Letter.

            


    

     

    
      	
               

            	
              (b)

            	
              In
                certain circumstances described in paragraphs 4 and 6 below, your
                Restricted Shares may vest before this date. In addition, the Committee
                may accelerate the vesting of all or a portion of your Restricted
                Shares
                at any time in its discretion.

            


    

     

    
      	
               

            	
              (c)

            	
              You
                do not need to pay any purchase price to receive the Restricted Shares
                granted to you by your Award Letter. The Committee has determined
                that
                your Restricted Shares are being awarded in consideration of your
                past
                services.

            


    

     

    
      	
              2.

            	
              Restrictions
                on the Restricted Shares

            


    

     

    Until
      your Restricted Shares have vested, you may not sell, transfer, assign or pledge
      them. Share certificates representing your Restricted Shares will be registered
      in your name as of the date of your Award Letter, but will be held by the
      Company on your behalf until such shares vest. You are required to open a
      brokerage account with Charles Schwab & Co., Inc. (“Schwab”), or such other
      broker as the Company reserves the right to designate, prior to taking
      possession of any vested shares. Failure to open and maintain such account
      or to
      follow instructions of the Company in this regard can result in the forfeiture
      of the Restricted Shares. Promptly after the Restricted Shares vest, the net
      shares (total vested Shares minus any Shares retained by the Company in
      accordance with the policies and requirements as described in Section 7), will
      be delivered in street name to your Schwab brokerage account (or, in the event
      of your death, to a Schwab brokerage account in the name of your beneficiary
      under the Plan or to such other brokerage account with another broker retained
      by the Company if Schwab is no longer retained by the Company) or, at the
      Company’s option, a certificate for such shares will be delivered to you. There
      will be some delay between the date of vesting and the date your shares become
      available to you due to administrative reasons. Your vested Shares will no
      longer be Restricted Shares.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              Dividends,
                Cash Consideration and
                Voting

            


    

     

    
      	
               

            	
              (a)

            	
              Dividends
                and Cash Consideration. From the date of your Award Letter, all
                cash dividends payable with respect to your Restricted Shares and
                any cash
                into which your Restricted Shares are exchanged or reclassified by
                the
                Company will be paid directly to you at the same time such amounts
                are
                paid with respect to all other Ordinary Shares of the
                Company.

            


    

     

    
      	
               

            	
              (b)

            	
              Voting
                Rights. You will have the right to vote your Restricted
                Shares.

            


    

     

    
      	
              4.

            	
              Termination
                of Employment

            


    

     

    
      	
               

            	
              (a)

            	
              General.
                The following rules apply to the vesting of your Restricted Shares
                in the
                event of your death, disability, or other termination of
                employment.

            


    

     

    
      	
               

            	
              (i)

            	
              Death
                or Disability. If your employment is terminated by reason of
                death or disability (as determined by the Committee), all of your
                Restricted Shares will vest on your date of
                termination.

            


    

     

    
      	
               

            	
              (ii)

            	
              Convenience
                of the Company. If the Company terminates your employment for the
                convenience of the Company (as determined by the Committee), all
                of your
                Restricted Shares will vest on your date of
                termination.

            


    

     

    
      	
               

            	
              (iii)

            	
              Other
                Termination of Employment. If your employment terminates for any
                reason other than death, disability or termination for the convenience
                of
                the Company (as those terms are used above), any of your Restricted
                Shares
                which have not vested prior to your termination of employment will
                be
                forfeited.

            


    

     

    
      	
               

            	
              (iv)

            	
              Adjustments
                by the Committee. The Committee may, in its sole discretion
                exercised before or after your termination of employment, accelerate
                the
                vesting of all or any portion of your Restricted
                Shares.

            


    

     

    
      	
               

            	
              (b)

            	
              Committee
                Determinations. The Committee shall have absolute discretion to
                determine the date and circumstances of termination of your employment,
                including without limitation whether as a result of death, disability,
                convenienceof the Company or any other reason, and its determination
                shall
                be final, conclusive and binding upon
                you.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              Beneficiary

            


    

     

    You
      may
      designate a beneficiary to receive any portion of the Restricted Shares that
      become due to you after your death, and you may change your beneficiary from
      time to time. Beneficiary designations must be duly executed using the proper
      form designated by the Headquarters Human Resources Department and timely filed
      with the Administrator of the Long-Term Incentive Plan in that department.
      If
      you fail to designate a beneficiary, shares due to you under the Plan will
      be
      paid to the executor or administrator of your estate in the event of your
      death.

     

    
      	
              6.

            	
              Change
                of Control

            


    

     

    All
      of
      your Restricted Shares will vest immediately upon a qualifying Change of Control
      of the Company if you are employed by the Company on such date.

     

    
      	
              7.

            	
              Income
                Tax Withholding

            


    

     

    You
      should consult the Long-Term Incentive Plan Prospectus for a general summary
      of
      the U.S. federal income tax consequences to you from the Restricted Ordinary
      Shares based on currently applicable provisions of the Code and related
      regulations. The summary does not discuss state and local tax laws or the laws
      of any other jurisdiction, which may differ from U.S. federal tax law. For
      these
      reasons, you are urged to consult your own tax advisor regarding the application
      of the tax laws to your particular situation. The Company will collect
      applicable withholding taxes by retaining Restricted Shares having a value
      equal
      to the amount of your withholding obligation from the shares otherwise
      deliverable to you upon the vesting of your Restricted Shares. This withholding
      will not necessarily equal your total tax obligation on the vesting of your
      Restricted Shares. Further, any dividends on the Restricted Shares paid to
      you
      pursuant to Section 3 above prior to their vesting will generally he subject
      to
      federal, state and local tax withholding, as appropriate, as additional
      compensation.

     

    Any
      award
      under the Plan is also subject to all applicable withholding policies of the
      Company as may be in effect from time to time, at the sole discretion of the
      Company. Without limiting the generality of the foregoing, the Company expressly
      has the right to withhold or cause to be withheld (whether upon award
      determination, grant, vesting, exercise of rights or otherwise) any portion
      of
      an award (including without limitation any portion of the proceeds of an
      exercise of any award rights such as, if applicable, a stock option, or any
      portion of any securities issuable in connection with any award such as, if
      applicable , the issuance of ordinary shares for deferred units) pursuant to
      any
      tax equalization or other plan or policy, as any such policies or plans may
      be
      in effect from time to time, irrespective of whether such withholding correlates
      to the applicable tax withholding requirement with respect to your award. Awards
      are further subject to any tax and other reporting requirement that may be
      applicable in any pertinent jurisdiction including any obligation to report
      awards (whether related to the granting or vesting thereof or exercise of rights
      thereunder) to any taxing authority or other pertinent third party.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              Restrictions
                on Resale

            


    

     

    Other
      than the restrictions referenced in paragraph 2, there are no restrictions
      imposed by the Plan on the resale of Restricted Shares acquired under the Plan.
      However, under the provisions of the Securities Act of 1933 (the “Securities
      Act”) and the rules and regulations of the Securities and Exchange Commission
      (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 of shares acquired
      under the Plan by persons who are not affiliates of the Company.

     

    
      	
              9.

            	
              Effect
                on Other Benefits

            


    

     

    Income
      recognized by you as a result of the grant or vesting of Restricted Shares
      or
      dividends on, or cash consideration with respect to, your Restricted Shares
      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.

     

    
      	
              10.

            	
              Code
                Section 409A Compliance

            


    

     

    If
      any of
      the provisions of the Award Letter or this Appendix A would result in the
      imposition of an additional tax under Section 409A of the Code and related
      regulations and Treasury pronouncements (“Section 409A”), that provision will be
      reformed to avoid imposition of the additional tax and no action taken to comply
      with Section 409A shall be deemed to impair a benefit under the Award Letter
      or
      this Appendix A.

     

    If
      you
      have any questions regarding your grant of Restricted Shares or would like
      to
      obtain additional information about the Plan or the Committee, please contact
      the Company’s support services provider at Transocean Offshore Deepwater
      Drilling Inc., Director of Global Compensation & Benefits, Human Resources
      Department, P. 0. Box 2765, Houston, Texas 77252. Your Award Letter and this
      Appendix A contain the formal terms and conditions of your award and accordingly
      should be retained in your files for future reference.

     

    
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