ex10-2.htm


    Restricted Stock Unit Grant
Agreement

    


    2009 McDermott
International, Inc. Long-Term Incentive Plan

    


    


    On _____,
____ (the “Date of Grant”), the Compensation Committee of the Board of Directors
(the “Committee”) of McDermott International, Inc. (the “Company”) selected you
to receive a grant of Restricted Stock Units (“RSUs”) under the Company’s 2009
McDermott International, Inc. Long-Term Incentive Plan (the
“Plan”).  The provisions of the Plan are incorporated herein by
reference.

    


    Any
reference or definition contained in this Agreement shall, except as otherwise
specified, be construed in accordance with the terms and conditions of the Plan
and all determinations and interpretations made by the Committee with regard to
any question arising hereunder or under the Plan shall be binding and conclusive
on you and your legal representatives and beneficiaries.  The term
“Company” as used in this Agreement with reference to employment shall include
subsidiaries of the Company.  Whenever the words “you or your” are
used in any provision of this Agreement under circumstances where the provision
should logically be construed to apply to the beneficiary, estate, or personal
representative, to whom any rights under this Agreement may be transferred by
will or by the laws of descent and distribution, it shall be deemed to include
such person.

    


    Restricted Stock
Units

    


    RSU
Award.  You have been awarded the number of RSUs shown on the
attached Notice of Grant.  Each RSU represents a right to receive a
share of Company common stock on the Vesting Date (as set forth in the “Vesting
Requirements” paragraph below) provided the vesting requirements set forth in
this agreement have been satisfied.

    


    Vesting
Requirements.  Subject to the “Forfeiture of RSUs” paragraph
below, RSUs do not provide you with any rights or interest therein until they
become vested in one-third (1/3) increments on the first, second and third
anniversaries of the Date of Grant.

    


    If your
employment is terminated prior to the third anniversary of the Date of Grant due
to “Retirement,” 25% of the then outstanding RSUs will vest provided your
termination date is on or after the first anniversary of the Date of Grant, and
50% of the then outstanding RSUs will vest provided your termination date is on
or after the second anniversary of the Date of Grant.  For this
purpose, “Retirement” means a voluntary termination of employment after
attaining age 60 and completing 10 years of service with the Company or its
subsidiaries, or an involuntary termination due to reduction in
force.

    


    All
outstanding RSUs shall become vested if you terminate employment due to death or
disability, or upon the occurrence of a “Change in Control” as defined in the
Plan.

    


    The
Committee may, in its sole discretion, provide for additional
vesting.

    


    Forfeiture of
RSUs.  RSUs which are not and will not become vested upon your
termination of employment shall, coincident therewith, terminate and be of no
force or effect.

    


    In the
event that (a) you are convicted of (i) a felony or (ii) a misdemeanor involving
fraud, dishonesty or moral turpitude, or (b) you engage in conduct that
adversely affects or may reasonably be expected to adversely affect the business
reputation or economic interests of the Company, as determined in the sole
judgment of the Committee, then all RSUs and all rights or benefits awarded to
you under this grant of RSUs are forfeited, terminated and withdrawn immediately
upon such conviction or notice of such determination.  The Committee
shall have the right to suspend any and all rights or benefits awarded to you
hereunder pending its investigation and final determination with regard to such
matters.

    


    Payment of
RSUs.  RSUs shall be paid in shares of Company common stock,
which shall be distributed as soon as administratively practicable, but in no
event later than 30 days, after the applicable Vesting Date.

    


    Taxes

    


    You will
realize income on the grant of RSUs in accordance with the tax laws of the
jurisdiction that is applicable to you.

    


    Any
statutory minimum tax withholding requirement will be satisfied by withholding
shares having an aggregate fair market value on the applicable Vesting Date
equal to the amount of such required tax withholding.  You may arrange
to pay all of the amount of such required tax withholding in cash, in lieu of
share withholding, by contacting the principal Human Resources officer of the
Company, in writing, at least 60 days prior to the applicable Vesting
Date.

    


    Transferability

    


    RSUs
granted hereunder are non-transferable other than by will or by the laws of
descent and distribution or pursuant to a qualified domestic relations
order.

    


    Securities and Exchange
Commission Requirements

    


    If you
are a Section 16 insider, this type of transaction must be reported on a Form 4
before the end of the second (2nd)
business day following the Date of Grant.  Please be aware that if you
are going to reject the grant, you should do so immediately after the Date of
Grant to avoid potential Section 16 liability.  Please advise Kathy
Peres and Renee Hack immediately by e-mail, fax or telephone if you intend to
reject this grant.  Absent such notice of rejection, the Company will
prepare and file the required Form 4 on your behalf within the required two
business day deadline.

    


    Those of
you covered by these requirements will have already been advised of your
status.  Others may become Section 16 insiders at some future date, in
which case reporting will be required at that time.

    


    Other
Information

    


    Neither
the action of the Company in establishing the Plan, nor any action taken by it,
by the Committee or by your employer, nor any provision of the Plan or this
Agreement shall be construed as conferring upon you the right to be retained in
the employ of the Company, Inc. or any of its subsidiaries or
affiliates.