ex10-24.htm


    
      

      

    

     

    EXHIBIT
10.24

     

    
 

    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 defined 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 in one-third (1/3) increments on the first, second and third
anniversaries of the Date of Grant (each a “Vesting Date”).

    


    If your
employment is terminated prior to the third anniversary of the Date of Grant due
to “Retirement,” 25% of the then outstanding DSUs will vest provided your
termination date is on or after the first anniversary of the Date of Grant, and
50% of the then outstanding DSUs 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 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 will
realize income on the grant of DSUs 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 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 Vesting Date.

    


    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.