Form of Notice of Grant of Non-Employee Director Stock Appreciation Rights



 Exhibit 10.5 
 

 
 GLOBALSANTAFE CORPORATION 
 NOTICE OF GRANT 
 AND SPECIFICATION OF THE TERMS AND CONDITIONS 
 OF 
 NON-EMPLOYEE DIRECTOR
STOCK-SETTLED STOCK APPRECIATION RIGHTS GRANTED TO 
 [NAME OF GRANTEE] 
 (Under the GlobalSantaFe 2003 Long-Term Incentive Plan) 
 GLOBALSANTAFE
CORPORATION (the “Company”), desiring to afford you an opportunity to acquire ordinary shares of the Company, $.01 par value (“Ordinary Shares”), and to provide you with an added incentive as a director of the Company, has
established the following terms and conditions under which it has granted to you the stock-settled stock appreciation rights specified below (the “SARs”) under the GlobalSantaFe 2003 Long-Term Incentive Plan (the “Plan”). Each
SAR will allow you to receive a number of Ordinary Shares during a specified term subject to and upon the terms and conditions set forth below. 
 You are urged to consult your tax advisor prior to exercising any of the SARs and prior to disposing of any shares acquired upon such exercise. 
  

	1.	Specification of Date, Number of SARs, Grant Date Price, and Term. 

  

	 	(a)	The Grant Date of the SARs is [Grant Date]. 

  

	 	(b)	The number of SARs granted to you hereby is [Total Number Of SARs Granted] and is subject to adjustments under Section 7. 

  

	 	(c)	Subject to acceleration under Sections 2 and 5 and to adjustments under Section 7, an installment of [1/2 Of The Number in (b)] of the [The Number in (b)] SARs granted hereby
first becomes exercisable on [Date One Year From Grant Date], and a second installment consisting of the remaining [1/2 Of The Number in (b)] SARs granted hereby first becomes exercisable on [Date Two Years From Grant Date].


  

	 	(d)	The Grant Date price per share applicable to the SARs (the “Grant Date Price”) is $[Dollar Amount], subject to adjustments under Section 7. 









	 	(e)	The term of the SARs commences [Grant Date], and expires at the close of business at the Company’s principal executive office on [Date Ten Years Minus One Business Day From
Grant Date]. Upon the expiration of such term, the SARs shall expire and be cancelled and may not thereafter be exercised. 

  

	2.	Installment Provisions and Acceleration. The SARs are not exercisable in any part until the earliest of the dates specified in this Section and in Section 5 below.


 The installments set forth in Section 1(c) are cumulative, so that each matured installment or any portion thereof may
be exercised at any time from the date it becomes exercisable until the expiration or prior termination of the SARs. 
 If a Change in Control
occurs while you are a director of the Company, the SARs shall become fully exercisable on the date of such Change in Control irrespective of the limitations described in Section 1(c) and shall remain exercisable throughout the term of the
SARs. 
 A “Change in Control” means the occurrence of any of the following events: 
 (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d) or 14(d) of the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”)) (a “Person”), other than an Excluded Person, of the beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 35% or more of either (A) the then outstanding ordinary
shares of the Company (the “Outstanding Company Ordinary Shares”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that neither an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or by any affiliate controlled by the Company nor an acquisition by an affiliate
of the Company that remains under the Company’s control will constitute a Change in Control; or 
 (ii) Individuals who, as of the date
hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company’s equityholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board, but
excluding for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (meaning a solicitation of the type that would be subject to Rule 14a-11 of Regulation 14A under
the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 
  

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 (iii) Approval by the equityholders of the Company of a reorganization, merger, consolidation or similar
transaction to which the Company or any affiliate is a party, in each case unless, following such reorganization, merger, consolidation or similar transaction, (A) more than 50% of, respectively, the then outstanding ordinary shares or shares
of common stock of the corporation or other entity resulting from such reorganization, merger, consolidation or similar transaction and the combined voting power of the then outstanding voting securities of such corporation or other entity entitled
to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Ordinary Shares
and Outstanding Company Voting Securities immediately prior to such reorganization, merger, consolidation or similar transaction in substantially the same proportions as their ownership, immediately prior to such reorganization, merger,
consolidation or similar transaction, of the Outstanding Company Ordinary Shares and Outstanding Company Voting Securities, as the case may be, (B) 50% of, respectively, the then outstanding ordinary shares or shares of common stock of the
parent of the corporation or other entity resulting from such reorganization, merger, consolidation or similar transaction and the combined voting power of the then outstanding voting securities of the parent of such corporation or other entity
entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Ordinary Shares and Outstanding
Company Voting Securities immediately prior to such reorganization, merger, consolidation or similar transaction, (C) no Person (excluding the Company, any affiliate of the Company that remains under the Company’s control, any employee
benefit plan (or related trust) sponsored or maintained by the Company or by any affiliate controlled by the Company or such corporation resulting from such reorganization, merger, consolidation or similar transaction, and any Person beneficially
owning, immediately prior to such reorganization, merger, consolidation or similar transaction, directly or indirectly, 35% or more of the Outstanding Company Ordinary Shares or Outstanding Company Voting Securities, as the case may be) beneficially
owns, directly or indirectly, 35% or more of, respectively, the then outstanding ordinary shares or shares of common stock of the corporation or other entity resulting from such reorganization, merger, consolidation or similar transaction or the
combined voting power of the then outstanding voting securities of such corporation or other entity entitled to vote generally in the election of directors, and (D) at least a majority of the members of the board of directors of the corporation
resulting from such reorganization, merger, consolidation or similar transaction were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger, consolidation or similar
transaction; or 
 (iv) Approval by the equityholders of the Company of any plan or proposal which would result directly or indirectly in
(A) a complete liquidation or dissolution 

  

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of the Company, or (B) any sale or other disposition (or similar transaction) (in a single transaction or series of related transactions) of
(x) 50% or more of the assets or earnings power of the Company or (y) business operations which generated a majority of the consolidated revenues (determined on the basis of the Company’s four most recently completed fiscal quarters
for which reports have been completed) of the Company and its affiliates immediately prior thereto, other than to an affiliate of the Company or to a corporation or other entity with respect to which following such sale or other disposition
(I) more than 50% of, respectively, the then outstanding ordinary shares or shares of common stock of such corporation or other entity and the combined voting power of the then outstanding voting securities of such corporation or other entity
entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Ordinary
Shares and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportions as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Ordinary
Shares and Outstanding Company Voting Securities, as the case may be, (II) no Person (excluding the Company, any affiliate of the Company that remains under the Company’s control, any employee benefit plan (or related trust) sponsored or
maintained by the Company or by any affiliate controlled by the Company or such corporation, and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 35% or more of the Outstanding Company
Ordinary Shares or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding ordinary shares or shares of common stock of such corporation or other entity
or the combined voting power of the then outstanding voting securities of such corporation or other entity entitled to vote generally in the election of directors, and (III) at least a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets; or 
 (v) Approval by the equityholders of the Company of a “merger of equals” (which for purposes of this Subsection shall mean a merger with another
company of relatively equal size) to which the Company is a party as a result of which the persons who were equity holders of the Company immediately prior to the effective date of such merger shall have beneficial ownership of less than 55% of the
combined voting power for election of members of the board (or equivalent) of the surviving entity or its parent following the effective date of such merger, provided that the Board shall have authority to increase said percentage as may in its sole
discretion be deemed appropriate to cover a specific transaction. 
 For purposes of the preceding sentence, the term “Excluded
Person” shall mean and include (i) any corporation beneficially owned by shareholders of the 

  

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Company in substantially the same proportion as their ownership of shares of the Company and (iii) the Company and any affiliate of the Company. Also,
for purposes of the preceding sentence, the term “Board” shall mean the board of directors of the Company. 
  

	3.	Method of Exercise. The SARs may be exercised from time to time, in accordance with their terms, by written notice thereof signed and delivered by you or another person
entitled to exercise the SARs to the Corporate Secretary of the Company at its principal executive office in Houston, Texas, or as it may hereafter be located, or to such brokerage firm, third-party agent or other person as may be designated by the
Secretary from time to time. Such notice shall state the number of SARs being exercised and the grant date of the SARs being exercised. 

 No later than 14 days after receipt of such notice, the Company shall issue and deliver to you whole Ordinary Shares equal in number to the product of A multiplied by B and then divided by C, where A is the number of
vested SARs exercised, B is the result of subtracting the Grant Date Price from the per-share Fair Market Value of the Ordinary Shares prevailing at the time of exercise as defined by the Plan, and C is the per-share Fair Market Value of the
Ordinary Shares prevailing at the time of exercise as defined by the Plan. Any fractional shares resulting from this calculation shall be valued at the per-share Fair Market Value of the Ordinary Shares prevailing at the time of exercise as defined
by the Plan and paid to you in cash if there is no withholding requirement as a result of the exercise; if there is a withholding requirement, said cash amount will be applied toward satisfying the withholding requirement. 
 Upon exercise of any of the SARs, the Company will withhold from the shares to be delivered shares with a Fair Market Value (as prescribed by the Plan)
sufficient to satisfy all or a portion of any Federal, state and local tax withholding requirements, or the person exercising the SARs may deliver to the Company Ordinary Shares with a Fair Market Value sufficient to satisfy all or a portion of such
tax withholding requirements, excluding any shares deemed unacceptable for any reason by the Committee of the Company’s board of directors administering the GlobalSantaFe 2003 Long-Term Incentive Plan. 
 Automatic Exercise—Notwithstanding anything to the contrary in these Terms and Conditions, any of the SARs that have not theretofore been exercised
will be automatically exercised on your behalf, and without any permission or other action on your part, on the last day during the period when the SARs could otherwise be exercised if the Grant Date Price is then less than the prevailing per-share
Fair Market Value of the Ordinary Shares as defined by the Plan; provided, however, that neither the Company nor any officer of the Company, Plan administrator, member of the Committee or any agent of any of the foregoing shall have any liability
for any delay in the delivery of anything received upon such automatic exercise, including any change in the value of securities 

  

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received or any interest, and the Company shall be entitled to deliver to the holder the proceeds of exercise when it determines to do so. 
  

	4.	Transferability. You may not transfer the SARs or any portion thereof other than by will or by the laws of descent and distribution or, if applicable, as authorized by the
following sentence, and the SARs shall be exercisable during your lifetime only by you or, if applicable, by a transferee authorized by the following sentence. The SARs or any portion thereof may be transferred by you to (i) your spouse,
children or grandchildren (“Immediate Family Members”), (ii) a trust or trusts for your exclusive benefit and/or the exclusive benefit of Immediate Family Members, (iii) a partnership in which you and/or Immediate Family Members
are the only partners, (iv) a transferee pursuant to a judgment, decree or order relating to child support, alimony or marital property rights that is made pursuant to a domestic relations law of a state or country with competent jurisdiction
(a “Domestic Relations Order”), or (v) such other transferee as may be approved by the Compensation Committee of the Company’s Board of Directors in its sole and absolute discretion; provided, however, that (x) the Board of
Directors of the Company and its Compensation Committee each reserves the right to prohibit any transfer with or without cause in its sole and absolute discretion, and (y) subsequent transfers of the SARs or any portion thereof are prohibited
except those to or by you in accordance with this Section, by will or the laws of descent and distribution, or pursuant to a Domestic Relations Order. Following any transfer, the SARs shall continue to be subject to the same terms and conditions as
were applicable immediately prior to transfer, and any and all references to you in this Notice shall be deemed to refer to the transferee; provided, however, that any and all references to service as a director or events of termination of service
as a director shall continue to mean your service as a director or events of termination of your service as a director, and following any such event the SARs shall be exercisable by the transferee only to the extent and for the periods specified in
this Notice. Each transfer shall be effected by written notice thereof duly signed and delivered by the transferor to the Corporate Secretary of the Company at its principal executive office in Houston, Texas, or as it may hereafter be located. Such
notice shall state the name and address of the transferee, the number of SARs being transferred, and such other information as may be requested by the Corporate Secretary. The person or persons entitled to exercise the SARs shall be that person or
those persons appearing on the registry books of the Company as the owner or owners of the SARs, and the Company may treat the person or persons in whose name or names the SARs are registered as the owner or owners of the SARs for all purposes. The
Company shall have no obligation to, or liability for any failure to, notify you or any transferee of any termination of the SARs at or prior to their normal expiration date or of any event that will or might result in such termination.


  

	5.	 Termination of Service as a Director. If your service as a director of the Company is terminated by reason of your ineligibility for reelection under the
provisions of the Company’s Articles of Association regarding age (“retirement”), 



  

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or your service as a director of the Company is terminated by the Company’s shareholders other than for cause (to mean acts of misconduct harmful to the
Company, inadequate performance or incompetence), or your service as a director of the Company is terminated due to a failure to nominate you for reelection as a director other than for cause, any SARs that are exercisable as of such termination
will remain exercisable until the expiration of the term of the SARs and any outstanding SARs that are not exercisable as of the date of termination will continue to become exercisable in accordance with Section 1(c) following termination and
will remain exercisable until the expiration of the term of the SARs. 


 If your service as a director of the Company is
terminated by reason of your death or disability, the SARs will immediately become exercisable as to the full number of SARs specified in Section 1(b), to the extent not previously exercised, and will remain exercisable as to said full number
of SARs until the expiration of the term of the SARs; provided, however, that if the foregoing acceleration provision becomes operative during the six-month period immediately following the Grant Date of the SARs, then the SARs shall immediately
become exercisable as to said full number of SARs upon the expiration of said six-month period and remain exercisable until the expiration of the term of the SARs. 
 In a case of termination of your service as a director other than as described above in this Section 5, including without limitation termination by the Company’s shareholders for cause, or due to a failure
to nominate you for reelection for cause, or due to your resignation or decision not to stand for reelection, the SARs shall remain exercisable, only to the extent exercisable at the date of such termination, for three months after termination of
service as a director, said period in any event not to extend beyond the expiration of the term of the SARs; provided, however, that if the Committee determines that such termination of service is in the Company’s best interest, the Committee
may, at its discretion, determine not to apply the forfeiture provisions and allow any outstanding SARs as of the date of termination to continue to become exercisable in accordance with Section 1(c) herein and/or allow any exercisable SARs to
remain exercisable through the expiration of the term of the SARs. Upon expiration of the foregoing periods, the SARs shall expire, terminate and be cancelled in all respects. At the time your service as a director of the Company terminates, the
SARs shall expire, terminate and be cancelled in all respects as to all shares other than the shares as to which the SARs can be exercised at the time of or as a result of such termination. 
 Anything to the contrary in these Terms and Conditions notwithstanding, if your service as a director of the Company terminates and such termination does
not and will not result in acceleration of the vesting of all unvested installments of the SARs, any unvested installment of the SARs that would have vested within the 15 days following the day of such termination will be deemed to have vested on
the day immediately preceding the day of such termination. 
  

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	6.	Death, Disability or Retirement. In the event of your death, disability or retirement, you or your legal representative or representatives, or the person or persons entitled
to do so under your last will and testament or under applicable intestate laws, shall have the right to exercise the SARs, to the extent not previously exercised, as to the lesser of the full number of SARs specified in Section 1(b) hereof or
such lesser number of SARs as shall have resulted from the operation of Section 5. For purposes of Section 5 and this Section 6, the term “disability” shall mean a physical or mental condition which totally and permanently
prevents you from continuing to serve as a director, as reasonably determined in good faith by the Compensation Committee of the Board of Directors of GlobalSantaFe Corporation. 

  

	7.	Adjustments. If outstanding shares of the class then subject to the SARs are increased, decreased, changed into or exchanged for a different number or kind of shares or
securities of the Company through reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock split, then there shall be substituted for each share then underlying the unexercised portion of the SARs the number
and class of shares or securities into or for which each outstanding share of the class underlying the SARs shall be so changed or exchanged, with a corresponding adjustment in the Grant Date Price. Such adjustments shall become effective on the
effective date of any such transaction; except that in the event of a stock dividend or of a stock split effected by means of a stock dividend or distribution, such adjustments shall become effective immediately after the record date therefor.


 Upon a dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company with one
or more corporations as a result of which the Company is not the surviving corporation, or upon a sale of substantially all of the property of the Company (“Terminating Transactions”), the SARs shall terminate, unless provision be made in
writing in connection with such transaction for the assumption of stock appreciation rights theretofore granted under the Plan under which the SARs were granted, or the substitution for such stock appreciation rights of any stock appreciation rights
covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, in which event the SARs shall continue in the manner and under the terms so
provided. If the SARs shall terminate pursuant to the foregoing sentence, the person then entitled to exercise any unexercised portions of the SARs shall have the right, at such time immediately prior to the consummation of the Terminating
Transaction as the Company shall designate, to exercise the SARs to the extent not theretofore exercised. 
 Adjustments under this
Section 7 shall be made by the Company’s Board of Directors whose determination as to what adjustment shall be made, and the 

  

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extent thereof, shall be final, binding and conclusive. No fractional shares of stock shall be issued under the SARs or in connection with any such
adjustment. 
  

	8.	Limitation. You or any other person entitled to exercise the SARs shall be entitled to the privileges of stock ownership in respect of shares subject to the SARs only when
such shares have been issued and delivered as fully paid shares upon exercise of the SARs in accordance with their terms. 

  

	9.	Requirements of Law and of Stock Exchanges. The issuance and delivery of shares upon the exercise of the SARs shall be subject to compliance with all of the applicable
requirements of law with respect to the issuance, delivery and sale of such shares. In addition, the Company shall not be required to issue or deliver any shares upon exercise of any of the SARs prior to the admission of such shares to listing on
notice of issuance on any stock exchange on which shares of the same class are then listed. 

 By accepting the SARs, you
represent and agree for yourself and your transferees by will or by the laws of descent and distribution or otherwise that unless a registration statement under the Securities Act of 1933 is in effect as to the shares deliverable upon any exercise
of the SARs, any and all shares so delivered shall be acquired for investment and not for sale or distribution and each notice of the exercise of any portion of the SARs shall be accompanied by a representation and warranty in writing, signed by the
person entitled to exercise the same, that the shares are being so acquired by good faith for investment and not for sale or distribution. In the event the Company’s legal counsel shall, at the Company’s request, advise it that
registration under the Securities Act of 1933 of the shares as to which the SARs are at the time being exercised is required prior to issuance or delivery thereof, the Company shall not be required to issue or deliver such shares unless and until
such legal counsel shall advise that such registration has been completed or is not required. 
  

	10.	GlobalSantaFe 2003 Long-Term Incentive Plan. The SARs are subject to, and the Company and you are bound by, all of the terms and conditions of the GlobalSantaFe 2003
Long-Term Incentive Plan as the same may be amended from time to time in accordance with the terms thereof, provided that no such amendment shall deprive you, without your consent, of the SARs or any rights hereunder. The Board of Directors of the
Company or its Committee established for such purposes is authorized to adopt rules and regulations not inconsistent with the Plan and to take such action in the administration of the Plan as it shall deem proper. A copy of the Plan in its present
form is available for inspection at the Company’s principal executive office during business hours by you or any other persons entitled to exercise the SARs. 

  

	11.	 Definition of Certain Terms. Capitalized terms used in this Notice and not defined herein are used as they are used in the GlobalSantaFe Corporation 2003
Long-Term Incentive Plan as the same shall have been amended from time to 



  

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time. The term “you,” and related terms such as “your” used in this document refer to the individual whose name appears in the heading on
the first page of this document. 


  

	12.	Section 409A. The SARs are intended to be exempt from Section 409A of the Code and related regulations or pronouncements of the U.S. Department of Treasury
(“Section 409A”) and any ambiguous provision will be construed in a manner that is exempt from the application of Section 409A. If any provisions this award would result in the imposition of an applicable tax under Section 409A,
such provision may be reformed to avoid imposition of the applicable tax and no action taken to comply with Section 409A shall be deemed to adversely affect your rights. 

  

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