ex10-27.htm


    
      

      

    

     

    EXHIBIT
10.27

    
 

    DSU Grant
Agreement

    


    Amended and Restated 2001
Directors & Officers Long-Term Incentive Plan

    


    


    


    On
_______________, 2009 (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 Deferred Stock Units (“DSUs”)
under the Company’s 2001 Directors and Officers Long-Term Incentive Plan (the
“Plan”).  The provisions of the Plan are incorporated herein by
reference.  A copy of the Plan is attached for your
reference.

    


    Deferred Stock
Units

    


    DSU
Award.  You have been awarded the number of DSUs shown on the
attached Notice of Grant.  Each DSU 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 DSUs” paragraph
below, DSUs do not provide you with any rights or interest therein until they
become vested on December 31, 2009.

    


    All
outstanding DSUs 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
DSUs.  DSUs 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 DSUs and all rights or benefits awarded to
you under this grant of DSUs are forfeited, terminated and withdrawn immediately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
DSUs.  DSUs shall be paid in shares of Company common stock,
which shall be distributed as soon as administratively possible after the
applicable vesting date.

    


    


    Taxes

    


    You
should consult your tax advisor as to the U.S. federal income tax consequences
associated with this DSU as it relates to your specific
circumstances.  The Company, however, has been advised that the grant
awarded hereunder will have the following tax consequences under the present U.
S. Federal tax laws and regulations:

    


    For U.S.
federal income tax purposes, you will be deemed to have received compensation
taxable as ordinary income equal to the fair market value, as of the date of
vesting, of the shares of DSU which vest.  Such income will be
included in your taxable income and reported on IRS Form W-2 in the tax year in
which the shares vest.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    By
acceptance of this letter, you agree that upon the vesting of any shares of DSUs
issued to you, you will promptly pay to the Company the amount of income tax
which the Company is required to withhold in connection with the income realized
by you as a result of such lapse of the restrictions (unless you have previously
made the election, and paid the tax, referred to above) and that, failing such
payment by you, the Company is authorized to withhold such amount from
subsequent salary payments.

    Transferability

    


    DSUs
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.