Exhibit 10.1


 





FORM OF


NON-EMPLOYEE DIRECTOR RESTRICTED SHARE
NOTICE


 


Pursuant to the 2013 ROWAN COMPANIES
PLC INCENTIVE PLAN, as amended


 


		1.	Grant of Restricted Shares. Pursuant to Annex 1 to the 2013 Rowan Companies plc Incentive
Plan (as amended, the “Plan”), upon and subject to the conditions described in this Non-Employee Director
Restricted Share Notice (this “Notice”) and Annex 1 to the Plan, Rowan Companies plc, a public limited
company incorporated under English law (the “Company”), hereby grants to ___________ (the “Participant”),
effective as of _________ (the “Grant Date”), ___________ restricted shares (the “Restricted
Shares” and such award, the “Grant”). All capitalized terms used but not otherwise defined
herein shall have the meanings set forth in the Plan.



 


		2.	Incorporation of the Plan. References in this Notice to the Plan shall be taken to
mean Annex 1 to the Plan. The Plan is hereby incorporated herein by this reference. In the event of any conflict between the terms
of this Notice and the Plan, the terms of the Plan shall control.



 


		3.	Vesting Schedule; Forfeiture.



 


		(a)	The Grant shall vest and cease to be subject to forfeiture and deemed repurchase with respect to
all of the Restricted Shares subject thereto on the earlier of (i) the date of the first (1st) annual general meeting of the
Company’s shareholders to occur following the Grant Date or (ii) the one (1) year anniversary of the Grant Date (such
date, the “Vesting Date”), subject to the Participant’s continued service as a Director through
the Vesting Date; provided, however, that if the Participant incurs a Director Termination (as defined below) due to the
Participant’s death prior to the Vesting Date, all then-unvested Restricted Shares shall vest in full and cease to be subject
to forfeiture and deemed repurchase upon such Director Termination.



 


		(b)	Subject to Section 3(a) above, if the Participant resigns as a Director, is removed as a
Director or ceases to provide services as a Director for any reason (each, a “Director Termination”),
the Grant (to the extent not then-vested, after taking into account any accelerated vesting that occurs in connection with such
Director Termination, if any) shall be forfeited and deemed to be repurchased by the Company (without payment therefor) as of the
date of such Director Termination, unless determined otherwise by the Committee. For the avoidance of doubt, upon the Participant
ceasing to provide services as a Director for any reason, unless otherwise provided in this Notice or another written agreement
between the Company and the Participant or otherwise determined by the Committee, no Restricted Shares which have not become vested
as of the date the Participant ceases to provide services as a Director shall thereafter become vested.



 


		4.	Issuance.



 


		(a)	The Restricted Shares may be evidenced in such a manner as
the Committee shall deem appropriate. 



 


		(b)	Until Restricted Shares vest and cease to be subject to forfeiture
and deemed repurchase in accordance with Section 3 above, the Restricted Shares shall not be transferable except by will
or the laws of descent and distribution. No right or benefit hereunder shall in any manner be liable for or subject to any debts,
contracts, liabilities, or torts of the Participant. Any purported assignment, alienation, pledge, attachment, sale, transfer or
other encumbrance of the Restricted Shares, prior to the lapse of restrictions, that does not satisfy the requirements hereunder
shall be void and unenforceable against the Company. Notwithstanding the foregoing, in the case of the Participant’s Disability
or death, the Participant’s rights under this Notice may be exercised by the Participant’s guardian or the legal representative
of his or her estate (or the person who acquires the rights under this Notice by bequest or inheritance or by the reason of the
death of the Participant), as applicable.



 






    	 	1	 



     


    

 


 


		(c)	As soon as administratively feasible following the vesting of the Restricted Shares in accordance
with Section 3 above, the Company shall remove the notations on any such shares issued in book entry form, or shall deliver
such shares, less the amount of shares withheld pursuant to Section 6 hereof, if any, without charge to the Participant’s
account, without any restrictive legend.



 


		5.	Dividends. Any cash dividends that may be paid on the Restricted Shares after the
Grant Date shall be accumulated either in cash or share equivalents at the discretion of the Committee and held in an account or
in escrow by the Company until such time as the Participant shall vest in the Restricted Shares to which such dividends are attributable
as described in Section 3 above. The Participant shall receive a cash payment or a number of shares equal to the accumulated
dividends paid (reduced by the amount of any Tax-Related Items (as defined below)) with respect to the Restricted Shares as they
become vested. All accumulated dividends attributable to unvested Restricted Shares shall be forfeited if, when and to the extent
that the underlying Restricted Shares are forfeited. 



 


		6.	Responsibility for Taxes.  The Participant acknowledges that, regardless
of any action by the Company, the ultimate liability for all United Kingdom and/or United States federal, state, local and other
taxes, foreign taxes, income taxes, social insurance taxes, payroll taxes, fringe benefits taxes, payments on account or other
tax-related items related to the Participant's participation in the Plan and legally applicable to the Participant (collectively,
the “Tax-Related Items”) is and remains the sole responsibility of the Participant's and is not the responsibility
of the Company. The Participant further acknowledges that the Company (i) makes no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the Restricted Shares, including, but not limited to, the grant
or vesting of the Restricted Shares, the release of the Restricted Shares from restrictions, the subsequent sale of any such shares
and the receipt of any dividends with respect to such Shares, and (ii) are under no obligation to structure the terms of the grant
or any other aspect of the Restricted Shares to reduce or eliminate the Participant's liability for Tax-Related Items or achieve
any particular tax result. Further, the Participant acknowledges that, if the Participant is subject to Tax-Related Items in more
than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the
Company may withhold or account for Tax-Related Items in more than one jurisdiction. The Participant also acknowledges and agrees
that if the Participant makes an election under Code Section 83(b) or any comparable provision under UK law to be taxed with respect
to the Restricted Shares, the Participant shall deliver a copy of such election to the Company promptly after filing such election
with the U.S. Internal Revenue Service along with proof of the timely filing thereof. The Participant is relying solely on the
Participant’s own tax advisors with respect to the Participant’s decision to make or not make a tax election with respect
to the Restricted Shares, and understands that the Participant shall be solely responsible for any tax liability that may arise
with respect to the Restricted Shares.



 






    	 	2	 



     


    

 


The Participant
acknowledges and agrees that the Company shall have the right to require the Participant to satisfy all obligations relating to
the Tax-Related Items by one or a combination of the following, as determined in the discretion of the Committee:


 


		(a)	withholding from the Participant's cash compensation to be paid to the Participant by the Company,
including any cash dividends owed to Participant with respect to the Restricted Shares;



 


		(b)	withholding from proceeds of the sale of shares acquired pursuant to the Restricted Shares either
through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf and without consent from
the Participant); or



 


		(c)	selling or transferring to the employee benefit trust established by the Company shares acquired
pursuant to the Restricted Shares; or



 


		(d)	withholding an appropriate number of Restricted Shares that would otherwise be delivered to the
Participant upon vesting.



 


The Participant
acknowledges and agrees that the Company shall have the authority and the right to deduct or withhold, or to require the Participant
to pay to the Company an amount sufficient to satisfy all Tax-Related Items that arise in connection with the Restricted Shares.



 


For Participants
subject to tax in the United Kingdom, if payment or withholding of the income tax due in connection with the Restricted Shares
is not made within ninety (90) days of any event giving rise to the income tax liability or such other period specified in Section
222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any
uncollected income tax will constitute a benefit to the Participant on which additional income tax (and national insurance contributions
(“NICs”), to the extent applicable) will be payable. The Company may recover any such additional income
tax and NICs at any time thereafter by any of the means referred to herein or otherwise permitted under the Plan. The Participant
will also be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment
regime.


 


		7.	Adjustment.   The Participant acknowledges and agrees that
the Restricted Shares are subject to adjustment upon certain events as set forth in the Plan.



 


		8.	Participant’s Directorship. In consideration of the Restricted Shares granted
hereby, the Participant covenants with the Company that he or she shall remain a Director of the Company for at least six (6) months
from the Grant Date.



 


		9.	Securities Laws. 



 


(a)The
Participant acknowledges that the Plan and this Notice are intended to conform to the extent necessary with all provisions of the
Securities Act and the Exchange Act, and any and all regulations and rules promulgated by the Securities and Exchange Commission
thereunder, as well as all applicable state securities laws and regulations. Notwithstanding anything herein to the contrary, the
Plan shall be administered, and the Restricted Shares are granted, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, the Plan and this Notice shall be deemed amended to the extent necessary
to conform to such laws, rules and regulations.


 






    	 	3	 



     


    

 


(b)Notwithstanding
any other provision of the Plan or this Notice, if the Participant is subject to Section 16 of the Exchange Act, then the Plan,
the Restricted Shares and this Notice shall be subject to any additional limitations set forth in any applicable exemptive rule
under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the
application of such exemptive rule. To the extent permitted by applicable law, this Notice shall be deemed amended to the extent
necessary to conform to such applicable exemptive rule.


 


		10.	Conditions to Issuance of Shares. The Company shall not be required to issue or deliver
any Restricted Shares under this Notice or to make any book entries evidencing such Restricted Shares prior to fulfillment of the
conditions set forth in Section 10.7 of the Plan.



 


		11.	Transfer of Restricted Shares. Except as provided under Section 6 hereof,
the Restricted Shares and all rights granted hereunder shall not be (i) assignable, saleable or otherwise transferable by the Participant
other than by will or the laws of descent and distribution or pursuant to a domestic relations order or (ii) subject to any encumbrance,
pledge or charge of any nature. Any purported assignment, pledge, attachment, sale, transfer, encumbrance or other charge of the
Restricted Shares in violation of this Section 11 shall be void and of no force or effect. Without limiting the generality
of the foregoing, the Restricted Shares shall be subject to the restrictions on transferability set forth in Section 10.8
of the Plan (“Transferability”).



 


		12.	Severability. In the event that any provision of this Notice shall be held illegal,
invalid, or unenforceable for any reason, such provision shall be fully severable and shall not affect the remaining provisions
of this Notice, and this Notice shall be construed and enforced as if the illegal, invalid or unenforceable provision had never
been included herein.



 


		13.	Certain Restrictions. By accepting the Restricted Shares granted under this Notice,
the Participant acknowledges that he or she will enter into such written representations, warranties and notices and execute such
documents as the Company may reasonably request in order to comply with the terms of this Notice or the Plan, or securities laws
or any other applicable laws, rules or regulations, or as are otherwise deemed necessary or appropriate by the Company and/or the
Company’s counsel.



 


		14.	Recoupment.   Notwithstanding any provision of this Notice to the
contrary, the Participant acknowledges that the Committee may, in its sole discretion and in accordance with the terms of the Plan:



 


(a)recoup
from the Participant all or a portion of the Shares issued or cash paid and/or any payments made in respect of dividends under
this Notice if the Company’s reported financial or operating results are materially and negatively restated within five (5)
years of the issuance of such Shares or the payment of such amounts, as applicable; and


 


(b)recoup
from the Participant if, in the Committee’s judgment, the Participant engaged in conduct which was fraudulent, negligent
or not in good faith, and which disrupted, damaged, impaired or interfered with the business, reputation or employees of the Company
or its Affiliates or which caused a subsequent adjustment or restatement of the Company’s reported financial statements,
all or a portion of the Shares issued or cash paid under this Notice within five (5) years of such conduct.


 


In addition,
to the extent determined by the Company in its discretion to be applicable to the Participant, the Restricted Shares shall be subject
to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of
erroneously awarded compensation) and any rules and regulations thereunder, (ii) similar rules under the laws of any other jurisdiction
and (iii) any policies adopted by the Company to implement such requirements.


 






    	 	4	 



     


    

 


Any Shares
subject to recoupment may be transferred to the employee benefit trust established by the Company, and the Participant agrees to
execute any documents necessary to effectuate such transfer.


 


		15.	Amendment and Termination. Except as otherwise provided in the Plan or this Notice,
no amendment of this Notice or the Restricted Shares that adversely affects the Participant’s rights hereunder in any material
respect or termination of this Notice shall be made by the Company without the consent of the Participant.



 


		16.	Data Privacy. The Participant explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of the Participant’s personal data as described in this Notice and any other
grant materials by and among the Company and its Affiliates (collectively, the “Company Group”) for the
exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.



 


			The Participant understands that the Company Group may hold certain personal information about
the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth,
social insurance number or other identification number, salary, nationality, title, any Shares or directorships held in the Company
Group, details of any Restricted Shares or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding
in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (collectively,
“Data”).



 


The Participant
understands that Data will be transferred to such Plan service provider as may be selected by the Company in the future, which
is assisting the Company with the implementation, administration and management of the Plan. The recipients of Data may be located
in the United States or elsewhere, and the recipients’ country (e.g., the United States) may have different data privacy
laws and protections than the Participant’s country. The Participant may request a list with the names and addresses of any
potential recipients of Data by contacting the Company’s Secretary. The Participant authorizes the Company Group and any
other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing
the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing,
administering and managing his or her participation in the Plan. Data will be held only as long as is necessary to implement, administer
and manage the Participant’s participation in the Plan. The Participant may, at any time, view Data, request additional information
about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in
any case without cost, by contacting in writing the Company’s Secretary. Further, the Participant is providing his or her
consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his
or her consent, his or her service with the Company will not be adversely affected; the only adverse consequence of refusing or
withdrawing the Participant's consent is that the Company would not be able to grant the Restricted Shares or other equity awards
to the Participant or administer or maintain such awards. Therefore, the Participant’s refusal or withdrawal of his or her
consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the
Participant’s refusal to consent or withdrawal of consent, the Participant may contact the Company’s Secretary.


 






    	 	5	 



     


    

 


		17.	Code Section 409A; No Guarantee of Tax Consequences. This award of Restricted Shares
is intended to be exempt from Code Section 409A and the provisions hereof shall be interpreted and administered consistently with
such intent. Notwithstanding any provision of the Plan or this Notice to the contrary, if at any time the Committee determines,
in its sole discretion, that this award of Restricted Shares (or any portion thereof) may not be compliant with or exempt from
Code Section 409A, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant
or any other person for failure to do so) to adopt such amendments to the Plan or this Notice, or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines
are necessary or appropriate to provide for the Restricted Shares to either be exempt from the application of Code Section 409A
or comply with the requirements of Code Section 409A; provided, however, that this Section 17 shall not create any obligation
on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company
have any liability for failing to do so. The Company makes no commitment or guarantee to the Participant that any federal or state
tax treatment will apply or be available to any person eligible for benefits under this Notice.



 


		18.	No Advice Regarding Grant. The Company is not providing any tax, legal or financial
advice, nor is the Company making any recommendations regarding the Participant's participation in the Plan, the grant and/or vesting
of the Restricted Shares, and/or the acquisition or disposition of the Restricted Shares. The Participant is hereby advised to
consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking
any action related to the Plan.



 


		19.	Successors and Assignees; Binding Effect. The Company may assign any of its rights
under this Notice to single or multiple assignees. Subject to the restrictions on transfer set forth herein, this Notice shall
be binding upon and inure to the benefit of any assignees of or successors to the Company, the Participant and all persons lawfully
claiming under the Participant.



 


		20.	Governing Law. This Notice shall be governed by, and construed in accordance with,
the laws of the United States and the State of Texas, without regard to conflict of laws principles, except to the extent that
the Act or the laws of England and Wales mandatorily apply.



 


		21.	Imposition of Other Requirements. The Company reserves the right to impose other
requirements on the Participant's participation in the Plan, the Restricted Shares and any Shares issued under the Plan, to the
extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant
to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.



 


		22.	Waiver. A waiver by the Company of breach of any provision of this Notice shall not
operate or be construed as a waiver of any other provision of this Notice, or of any subsequent breach of any other provision of
this Notice by the Participant or any other person.



 


By signing below, the Participant agrees to be bound by the
terms and conditions of the Plan and this Notice. The Participant hereby agrees to accept as binding, conclusive and final all
decisions and/or interpretations of the Committee upon any questions arising under the Plan or relating to the Restricted Shares.


 


 


	 	 
	Name	  


 


 




 






    	 	6