exhibit10-19.htm


    Exhibit 10.19


     

    Appendix
A

    to
Award Letter

    dated

    May
15, 2009

    Terms
and Conditions of

    Director
Deferred Unit Award

     

    The deferred
units (“Deferred Units”) granted to you effective as of the Award Date by
Transocean Ltd. (the “Company”) representing a specified number of registered
shares, par value 15.00 Swiss francs per share, of the Company (“Shares”),
are subject to the terms and conditions set forth in the Long-Term Incentive
Plan of Transocean Ltd. (the “Plan”), any rules and regulations adopted by the
Company’s Board of Directors (the “Board”), any additional terms and conditions
set forth in this Appendix A which forms a part of the award letter to you
(“Award Letter”) and the Prospectus for the Plan.  Any terms used and
not defined in the Award Letter have the meanings set forth in the
Plan.  The terms and provisions of your Deferred Units are governed by
the terms of the Plan as amended and restated February 12, 2009.  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
      of Deferred Units

            


    

     

    
      	
              (a)  

            	
              Vesting
      Schedule.  Unless vested on an earlier date as provided
      in this Appendix A, the Deferred Units granted pursuant to your Award
      Letter will vest in installments in accordance with the dates stated in
      the Vesting Schedule (the “Vesting Dates”) specified in your Award
      Letter.

            


    

     

    
      	
              (b)  

            	
              Accelerated
      Vesting.  In certain circumstances described in
      paragraphs 3 and 4 below, your Deferred Units may vest before the final
      Vesting Date.

            


    

     

    
      	
              2.  

            	
              Payment
      of the Deferred Units

            


    

     

    
      	
              (a)  

            	
              General.  Upon
      your termination of service as a Director of the Company or, if later, the
      date of your “separation from service” with the Company as defined in
      Section 1.409A-1(h) of the U.S. Treasury regulations (“Separation from
      Service”), Shares will be delivered to you (or, in the event of your
      death, to your beneficiary under the Plan) in the form of an electronic
      book-entry registration of a number of Shares equal to the number of
      vested Deferred Units, provided that you have not elected to have them
      delivered to you at an earlier date pursuant to paragraph
      2(b).  Until delivery of such Shares, you may not sell,
      transfer, assign or pledge the Shares subject to your Deferred Unit
      award.

            


    

     

    
      	
              (b)  

            	
              Election for Earlier
      Delivery.  If an election is timely made in accordance
      with the requirements of Section 409A of the U.S. Internal Revenue
      Code of 1986, as amended, and related regulations and U.S. Treasury
      pronouncements (“Section 409A”), the delivery of your vested Deferred
      Units may be accelerated to the date which is the earliest of (i) the
      Vesting Date of your Deferred Units as specified in your Award Letter,
      (ii) the occurrence of a Change of Control provided that such Change
      of Control constitutes a “change in ownership or effective control” as
      defined in Section 409A, or (iii) the date your Deferred Units vest
      as a result of a Separation from Service that constitutes a termination of
      service as a Director described in paragraph 3(a)(i) and (ii)
      below.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              3.  

            	
              Termination
      of Service

            


    

     

    
      	
              (a)  

            	
              General.  The
      following rules apply to the vesting of your Deferred Units in the event
      of your termination of service as a Director of the
    Company.

            


    

     

    
      	
              (i)  

            	
              Death or Disability. If
      your service is terminated by reason of death or disability (as determined
      by the Board), all of your Deferred Units will immediately
      vest.

            


    

     

    
      	
              (ii)  

            	
              Retirement.  If
      your service as a Director is terminated due to retirement in accordance
      with the retirement policy for members of the Board, all of your Deferred
      Units will immediately vest.

            


    

     

    
      	
              (iii)  

            	
              Other Termination of
      Service.  If your service terminates for any reason other
      than those provided in clauses (i) or (ii) above, any of your Deferred
      Units which have not vested prior to your termination of service will be
      forfeited.

            


    

     

    
      	
              (b)  

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

            


    

     

    
      	
              4.  

            	
              Change
      of Control

            


    

     

    Notwithstanding
the provisions of the Award Letter or paragraphs 1 or 3, all of your Deferred
Units will vest immediately upon a Change of Control.

     

    
      	
              5.  

            	
              Dividend
      Credits

            


    

     

    In the event
that dividends are paid with respect to Shares, you will be entitled to receive
a cash payment equal to the amount of the dividend paid per Share as of such
dividend payment date multiplied by the number of vested and unvested Deferred
Units credited to your account immediately prior to such dividend payment date
for which Shares have not yet been distributed, with such amount to be payable
to you on the date on which dividends are paid with respect to all other Shares
of the Company.

     

    
      	
              6.  

            	
              Income
      Tax Withholding

            


    

     

    
      	
               
      

            	
              (a)

            	
              General.  You
      should consult the Plan Prospectus for a general summary of the U.S.
      federal income tax consequences to you and, if applicable, the Swiss tax
      consequences to you, from the grant and/or vesting of your Deferred Units
      based on currently applicable provisions of the Internal Revenue Code of
      1986, as amended, related regulations and Swiss tax
      rules.  The summary does not discuss state and local tax
      laws or the laws of any other jurisdictions, which may differ from U.S.
      federal tax law and Swiss tax rules.  For these reasons, you are
      urged to consult your own tax advisor regarding the application of the tax
      laws to your particular situation.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Withholding.  You
      must make arrangements satisfactory to the Company to satisfy any
      applicable federal, state or local withholding tax liability arising from
      the grant or vesting of your Deferred Units or dividend credits on the
      Deferred Units.  You can either make a cash payment to the
      Company of the required amount or you can elect to satisfy your
      withholding obligation by having the Company retain Shares having a value
      approximately equal to the amount of your minimum statutory withholding
      obligation from the shares otherwise deliverable to you in accordance with
      paragraph 2.  If you fail to satisfy your withholding
      obligation in a time and manner satisfactory to the Company, the Company
      shall have the right to withhold the required amounts payable to
      you.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              7.  

            	
              Adjustments

            


    

     

    As provided
in Section 6.2 of the Plan, certain adjustments may be made to your Deferred
Units upon the occurrence of events or circumstances described in Section 6.2 of
the Plan.

     

    
      	
              8.  

            	
              Restrictions
      on Resale

            


    

     

    Other than
the restrictions on transfer of Deferred Units referenced in paragraph 2, there
are no restrictions imposed by the Plan on the resale of 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 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.  The Company has filed an effective registration
statement with the SEC.  There are no restrictions imposed by the SEC
on Shares acquired under the Plan by persons who are not affiliates of the
Company.  Nothing in the foregoing paragraph is deemed to modify any
Share ownership policy established by the Company for directors.

     

    
      	
              9.  

            	
              Shareholder
      Rights

            


    

     

    You (or your
beneficiary) will have no rights as a shareholder with respect to the Shares
represented by your Deferred Units unless and until all the terms, conditions
and provisions of this Appendix A, the Award Letter and the Plan which affect
you or such other person have been complied with as specified therein, and such
shares are distributed to you (or your beneficiary) pursuant to paragraph 2
hereof.

     

    
      	
              10.  

            	
              Governing
      Law

            


    

     

    This
Appendix A, the Award Letter and the Plan will be governed by, and construed in
accordance with, the laws of the State of Texas.

     

    
      	
              11.  

            	
              Section
      409A Compliance

            


    

     

    This award
of Deferred Units is intended to comply with the provisions of Section 409A and,
wherever possible, shall be interpreted as being so compliant
therewith.  No action taken to comply with Section 409A shall be
deemed to impair a benefit under the Award Letter or this Appendix
A.

     

    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.