rig_EX10_19


		
			Exhibit 10.19
		

		
			 
		

		
			Appendix A
		

		
			To Award Letter
		

		
			February 13, 2014
		

		
			 
		

		
			Terms and Conditions of Awards
		

		
			 
		

		
			Pursuant to the terms of the award letter to you (the “Award Letter”) as of the date indicated above, the awards of (1) contingent deferred units granted to you on the Effective Date identified in the Award Letter by Transocean Ltd. (the “Company”) for the opportunity to, if certain conditions are met, receive deferred units representing a specified number of registered shares of the Company (“Shares”) (the “Contingent Deferred Units”) and (2) deferred units representing a specified number of Shares (the “Deferred Units”) (the award of the Contingent Deferred Units and Deferred Units together, the “Awards”) are each subject to the terms and conditions set forth in the Long-Term Incentive Plan of Transocean Ltd. (the “Plan”), the Prospectus for the Plan, any rules and regulations adopted by the Compensation Committee of the Board of Directors (the “Committee”), and any additional terms and conditions set forth in this Appendix A which forms а part of the Award Letter.  Any terms used in the Award Letter or this Appendix A and not defined herein have the meanings set forth in the Plan.  As used in this Appendix A, the term “Grant Date” refers to the Effective Date identified in your Award Letter for the applicable Award.  The terms and provisions of your Awards are governed by the terms of the Plan as amended and restated February 12, 2009 and amended from time to time thereafter.  In the event there is an inconsistency between the terms of the Plan and the Award Letter, the terms of the Plan will control.
		

		
			Section I.          CONTINGENT DEFERRED UNITS
		

		
			For purposes of the Award Letter (including this Appendix A), the term “Total Potential Deferred Unit Grant” shall mean the total number of potential deferred units that may be issued to you in respect of the achievement of certain performance standards as described herein.  A deferred unit is a unit that is, subject to the terms and conditions hereof, equal to one Share.
		

		
			1.          Determination of Earned Deferred Units
		

		
			(a)         Earned Deferred Units
		

		
			The exact number of deferred units that will actually be earned by and issued to you and subject to the vesting described in the Award Letter (including this Appendix A) (the “Earned Deferred Units”) will be based upon the achievement by the Company of performance standards, as described in this Section 1(a).
		

		
			After the conclusion of the three year period consisting of the calendar years 2014, 2015, and 2016 (the “Performance Cycle”), the Committee will make a determination as to the number of Earned Deferred Units based on the Company’s performance on return on capital employed (“ROCE”) over the 2014 calendar year and the Company’s performance on total shareholder return (“TSR”) compared against a peer group over the Performance Cycle.  The determination by the Committee with respect to the achievement of ROCE and TSR will be made in the first sixty days of 2017 after all necessary Company and peer information is 
		

		
			 
		

		
			
		

		
			


		 


 


available.  The specific date on which such determination is formally made and approved by the Committee is referred to as the “Determination Date”.  After the Determination Date, the Company will notify you of the number of Earned Deferred Units, if any.
		

		
			More detailed definitions for TSR and ROCE and the methodology for determining the Earned Deferred Units are incorporated herein as Exhibit A.
		

		
			(b)        Committee Determinations
		

		
			The Committee shall have absolute discretion to determine the number of Earned Deferred Units to which you are entitled, if any, including without limitation such adjustments as may be necessary in the opinion of the Committee to account for changes since the date of the Award Letter.  The Committee’s determination shall be final, conclusive and binding upon you.  You shall not have any right or claim with respect to any units other than Earned Deferred Units to which you become entitled in accordance herewith.
		

		
			2.          Vesting
		

		
			(a)         Unless vested on an earlier date as provided in this Appendix A, the Earned Deferred Units will be vested on December 31, 2016, subject to your continued employment.
		

		
			(b)        In certain circumstances more particularly described in Sections I.5 and I.6 below, your Earned Deferred Units may vest before this date.  In addition, the Committee may accelerate the vesting of all or a portion of your Earned Deferred Units at any time in its discretion.
		

		
			(c)         You do not need to pay any purchase price for the Earned Deferred Units unless otherwise required in accordance with applicable law.
		

		
			3.          Restrictions
		

		
			Until and unless you vest in your Earned Deferred Units and receive a distribution of Shares, you do not own any of the Shares potentially subject to this contingent award and may not attempt to sell, transfer, assign or pledge any such Shares.  After the Performance Cycle has ended and all Earned Deferred Units are determined, the net Shares (total Shares distributable in respect of vested Earned Deferred Units minus any Shares retained by the Company in accordance with the policies and requirements described in Section III.4) will be delivered on March 15, 2017 in street name to your brokerage account (or, in the event of your death, to a brokerage account in the name of your beneficiary under the Plan) with the broker retained by the Company for such purpose (the “Broker”).  Any Shares distributed to you in respect of vested Earned Deferred Units will be registered in your name and will not be subject to any restrictions.
		

		
			 
		

		
			
		


		 


		

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			4.          Dividend Equivalents, Dividends and Voting
		

		
			(a)         Vested Earned Deferred Units.  In the event that cash dividends are paid with respect to Shares at any time during the period beginning on the Grant Date and ending on the date you receive a distribution of Shares in satisfaction of your vested Earned Deferred Units, you will be entitled to receive a cash payment equal to the amount of the dividend paid per Share multiplied by the number of vested Earned Deferred Units (the “Accrued Dividend Equivalent”).  All Accrued Dividend Equivalents (if any) will be paid to you at the same time as the date of distribution of Shares with respect to your vested Earned Deferred Units, and you will have no right to receive any payment of dividend equivalents with respect to deferred units that do not become Earned Deferred Units.  All Accrued Dividend Equivalents (if any) payable with respect to your vested Earned Deferred Units shall be subject to all applicable withholding taxes.  For any non-cash dividends, the Committee may determine in its sole discretion the cash value to be so paid to you in respect of such vested Earned Deferred Units or, if applicable, the adjustment to be applied pursuant to Section 6.2 of the Plan.
		

		
			(b)        Voting Shares.  You will have the right to vote your Shares that have been distributed in respect of any vested Earned Deferred Units. There are no voting rights associated with Contingent Deferred Units (including Earned Deferred Units).
		

		
			(c)         No Other Rights.  You shall have no other dividend equivalent, dividend or voting rights with respect to any Deferred Unit.
		

		
			5.          Termination of Employment
		

		
			(a)         Termination prior to the end of the Performance Cycle
		

		
			The terms set out in subsections (i)–(iv) below of this Section I.5(a) shall apply to the obtainment and vesting of Earned Deferred Units in the event of your termination of employment prior to the last day of the Performance Cycle.
		

		
			(i)         Death or Disability.  If your employment is terminated by reason of death or disability (as determined by the Committee), you will be entitled to earn a Pro-Rata Earned Award.  Distribution under Section I.3 in satisfaction of all such Earned Deferred Units shall be made on March 15, 2017.
		

		
			(ii)        Convenience of the Company.  If your employment is terminated for the Convenience of the Company, you will be entitled to earn a Pro-Rata Earned Award.  Distribution under Section I.3 in satisfaction of all such Earned Deferred Units shall be made on March 15, 2017.
		

		
			 
		

		
			
		


		 


		

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			(iii)       Retirement.  If your employment is terminated by reason of you becoming a Retiree, you will be entitled to earn a Pro-Rata Earned Award.  Distribution under Section I.3 in satisfaction of all such Earned Deferred Units shall be made to you on March 15, 2017, provided, however, that if you fail to remain a Retiree through such date, any Pro-Rata Earned Award shall be forfeited.
		

		
			(iv)       Other Termination of Employment.  If your employment is terminated prior to the end of the Performance Cycle for any reason other than death, disability, termination for the Convenience of the Company, Change in Control Termination or due to you becoming a Retiree (as those terms are used herein), you will not be entitled to any Earned Deferred Units.
		

		
			(b)         Adjustments by the Committee
		

		
			The Committee may, in its sole discretion exercised before or after your termination of employment, accelerate the vesting of your right to receive all or any portion of any Earned Deferred Units, distributed on the applicable distribution date under Section I.3 or Section I.6(a).
		

		
			(c)         Forfeiture of Deferred Units
		

		
			In addition to forfeitures of Deferred Units pursuant to Section I.5(a) above, if you violate or fail to comply with any of the covenants or obligations applicable to you under the Executive Severance Benefit Policy, you shall immediately forfeit any Deferred Units, whether or not earned.
		

		
			6.          Change of Control
		

		
			(a)         Change of Control
		

		
			Upon the occurrence of a Change of Control, if you are employed by the Company on the date of such Change of Control and the Determination Date has not occurred, the number of Earned Deferred Units to which you are entitled shall be equal to the greater of (i) the target award or (ii) if the Change of Control occurs on or after January 1, 2015, the payout determined using actual ROCE performance assuming 50th percentile TSR performance, subject to the vesting provisions described in the Award Letter and Section I.2, I.5, and I.6(b).
		

		
			The Shares (or other consideration) shall be issued in satisfaction of the Earned Deferred Units on March 15, 2017.
		

		
			(b)         Acceleration of Vesting
		

		
			Notwithstanding the provisions of the Award Letter or Sections I.2, I.5 or I.6(a), all of your Earned Deferred Units will vest immediately upon a Change of Control Termination and the Shares (or other consideration) 
		

		
			 
		

		
			
		

		
			


		 


		

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shall be issued in satisfaction of the Earned Deferred Units thirty days after the date of such Change of Control Termination.
		

		
			Section II.         DEFERRED UNITS
		

		
			1.          Vesting and Deferred Units
		

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

		
			(b)         In certain circumstances described in Section II.4 below, your Deferred Units may vest before the final scheduled Vesting Date.  In addition, the Committee may accelerate the vesting of all or a portion of your Deferred Units at any time in its discretion, subject to the provisions of Section II.4(e).  The date of any accelerated vesting under Section II.4 below for any reason other than due to you becoming a Retiree will be a Vesting Date for purposes of this Appendix A.
		

		
			(c)         You do not need to pay any purchase price for the Deferred Units unless otherwise required in accordance with applicable law.
		

		
			2.          Restrictions on the Deferred Units
		

		
			Until and unless you vest in your Deferred Units and receive a distribution of Shares, you may not attempt to sell, transfer, assign or pledge them.  Until the date on which you receive a distribution of the Shares in respect of any vested Deferred Units awarded hereunder, your award of Deferred Units will be evidenced by credit to a book entry account.  When Deferred Units vest and become payable, the net Shares (total Shares distributable in respect of vested Deferred Units minus any Shares retained by the Company in accordance with the policies and requirements described in Section III.4), will be delivered to you within sixty days after the Vesting Date in street name to your brokerage account (or, in the event of your death, to a brokerage account in the name of your beneficiary under the Plan) with the Broker.  Any Shares distributed to you in respect of vested Deferred Units will be registered in your name and will not be subject to any restrictions.  There will be some delay between the Vesting Date and the date your Shares become available to you due to administrative reasons.
		

		
			3.          Dividends, Cash Consideration and Voting
		

		
			(a)         Dividends
		

		
			In the event that cash 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 unvested Deferred Units (including vested Deferred Units not yet distributed to you) credited to your account immediately prior to such dividend payment date (the “Dividend Equivalent”).  All Dividend Equivalents (if any) payable with respect to your unvested Deferred 
		

		
			 
		

		
			
		

		
			


		 


		

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Units will be paid directly to you at the same time dividends are paid with respect to all other Shares of the Company and shall be subject to all applicable withholding taxes.  For any non-cash dividends, the Committee may determine in its sole discretion the cash value to be so paid to you in respect of such Deferred Units or, if applicable, the adjustment to be applied pursuant to the terms of Section 6.2 of the Plan.
		

		
			(b)        Cash Consideration
		

		
			In the event that Shares are exchanged or reclassified by the Company resulting in cash consideration paid for such Shares, you will be entitled to receive a cash payment equal to the amount of cash consideration corresponding to the number of unvested Deferred Units (including vested Deferred Units not yet distributed to you) credited to your account at the same time such cash consideration is paid with respect to all other Shares of the Company and subject to all applicable withholding taxes; provided, however, that such cash consideration shall not be paid in a manner that is not in compliance with, or exempt from, any applicable requirements of Code Section 409A.
		

		
			(c)         Voting Shares
		

		
			You will have the right to vote your Shares that have been distributed in respect of any vested Deferred Units.  There are no voting rights associated with Deferred Units.
		

		
			(d)         No Other Rights
		

		
			You shall have no other dividend equivalent, dividend or voting rights with respect to any Deferred Unit.
		

		
			4.          Termination of Employment
		

		
			The following rules apply to the vesting of your Deferred Units in the event of your termination of employment.
		

		
			(a)         Death or Disability.  If your employment is terminated by reason of death or disability (as determined by the Committee), all of your Deferred Units will vest on your date of termination.  If you are Retirement Eligible and are subject to U.S. taxation, payment on account of disability shall be made to you only in the event you experience a disability that satisfies the requirements of U.S. Treasury Regulation Section 1.409A-3(i)(4).
		

		
			(b)         Convenience of the Company.  If the Company terminates your employment for the Convenience of the Company, all of your Deferred Units will vest on your date of termination.
		

		
			(c)         Retirement.  If your employment is terminated by reason of you becoming a Retiree on or after the date following the one‐year anniversary of the Grant Date, you will continue to receive delivery of 
		

		
			 
		

		
			
		


		 


		

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			the Deferred Units in accordance with the Vesting Dates specified in your Award Letter and the provisions of Section II.2 as if your employment had continued.  If you fail to remain a Retiree or if your employment is terminated by reason of you becoming a Retiree on or before the one‐year anniversary of the Grant Date, then any of your Deferred Units which have not vested prior to the date of your separation from service or the date you cease to be a Retiree, as applicable, will be forfeited.
		

		
			(d)         Other Termination of Employment.  If your employment terminates for any reason other than death, disability, termination for the Convenience of the Company, Change in Control Termination or due to you becoming a Retiree (as those terms are used above), any of your Deferred Units which have not vested prior to your termination of employment will be forfeited.
		

		
			(e)         Adjustments by the Committee.  The Committee may, in its sole discretion exercised before or after your termination of employment, accelerate the vesting of all or any portion of your Deferred Units; provided, however, that no acceleration of delivery of Shares shall be made in a manner that is not in compliance with, or exempt from, any applicable requirements of Code Section 409A.
		

		
			5.          Change of Control.  
		

		
			Notwithstanding the provisions of the Award Letter or Sections II.1 or II.4, all of your Deferred Units will vest immediately upon a Change of Control Termination.
		

		
			Section III.       Miscellaneous
		

		
			The terms and provisions of this Section III apply to all Awards.
		

		
			1.          Definitions
		

		
			(a)         “Cause” means (1) your willful and continued failure to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness), (2) your willful engagement in conduct which is demonstrably and materially injurious to the Company or its Subsidiaries, monetarily or otherwise, or (3) your indictment of a felony or a misdemeanor involving moral turpitude.  For purposes of clauses (1) and (2) of this definition, no act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your act, or failure to act, was in the best interest of the Company.
		

		
			(b)        “Change of Control Termination” means and occurs on the date of your termination of employment by the Company or any subsidiary for any reason other than Cause within two years after the date of a Change of Control.
		

		
			 
		

		
			
		


		 


		

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			(c)        “Competitor” means, as of any given date, any entity or organization the business activities of which compete with the business activities of the Company or its subsidiaries
		

		
			(d)        “Convenience of the Company” means (i) an involuntary separation from service that is not for Cause and that is determined by the Executive Compensation Committee to be for the convenience of the Company, and (ii) a voluntary separation from service for Good Reason.
		

		
			(e)        “Good Reason” means the (1) a diminution of your duties or responsibilities, or a demotion of your position, to such an extent or in such a manner as to relegate you to a position not substantially similar to that which you held prior to such reduction or change or (2) a material reduction in your base salary or annual incentive plan opportunities, other than in connection with such reductions that are applicable to the Company’s executives as a group.  The Executive Compensation Committee of the Company shall have the sole discretion to determine whether your termination is for Good Reason, provided that you shall not be considered to have terminated for Good Reason unless you notify the Company in writing within 30 days of the date the event giving rise to Good Reason occurs, the Company does not cure such condition within 30 days of such notice and you terminate your employment no later than 90 days after the date the event giving rise to Good Reason occurred.
		

		
			(f)         With respect to an award of Contingent Deferred Units, “Pro-Rata Earned Award” is determined by multiplying the number of Earned Deferred Units which would have otherwise been earned had your employment not been terminated by a fraction, the numerator of which is the number of calendar days you were employed during the Performance Cycle after the Grant Date and the denominator of which is the total number of calendar days in the Performance Cycle after the Grant Date.
		

		
			(g)        You are a “Retiree” if (1) your separation from service occurs for any reason other than Cause, Convenience of the Company, Change in Control Termination, death or disability after (a) attainment of age 62 and (b) completion of at least five years of service with the Company or its subsidiaries, (2) you refrain from performing services for a Competitor and (3) as requested by the Company from time to time, you timely execute and return to the Company an acknowledgement or certification, in the form prescribed by the Company, that you are not performing services for a Competitor.  
		

		
			(h)        With respect to an award of Deferred Units, “Retirement Eligible” means, and will apply if, your final Vesting Date is scheduled to occur after the calendar year in which you will complete at least five years of service with the Company or its subsidiaries and will attain at least age 62.
		

		
			 
		

		
			
		


		 


		

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			2.          Committee Determinations
		

		
			The Committee shall have absolute discretion to determine the date and circumstances of termination of your employment or separation from service, including without limitation whether as a result of death, disability, Convenience of the Company or any other reason and whether you remain a Retiree, and its determination shall be final, conclusive and binding upon you.
		

		
			3.          Section 280G Limitation
		

		
			Notwithstanding anything in the Award Letter (including this Appendix A) to the contrary, if all or any portion of the benefits provided hereunder, either alone or together with other payments and benefits received or to be received from the Company or any affiliate or successor, would constitute a “parachute payment”, as such term is defined in Code Section 280G(b)(2), and the amount of the parachute payment, reduced by all U.S. federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Code Section 4999, is less than the amount you would receive if you were paid three times your “base amount”, as defined in Code Section 280G(b)(3), less one dollar, reduced by all U.S. federal, state and local taxes applicable thereto, then the aggregate of the amounts constituting the parachute payment shall be reduced to an amount that will equal three times your base amount less one dollar, and such reduction shall be made to those amounts that provide you with the best economic benefit (and to the extent any payments are economically equivalent, each shall be reduced pro rata), which may include, without limitation and to the extent necessary, a reduction to the Awards or vesting of the Awards in order that this limitation not be exceeded; provided, however, that this Section III.3 shall be superseded in its entirety by (i) any contrary treatment of parachute payments to which you have agreed in writing prior to the Change of Control pursuant to any other plan, program or agreement, or (ii) any more favorable treatment of the excise tax on parachute payments extended to you by the Company or its affiliates pursuant to any other plan, program or agreement.
		

		
			4.          Tax Consequences and Withholding
		

		
			(a)        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, upon the grant, vesting or distribution to you of the Awards based on currently applicable provisions of the Code, 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 the 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)        With respect to Awards of Contingent Deferred Units under Section I, the Company shall make such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with the Earned Deferred Units and, unless otherwise approved by the Company, the Company shall reduce the number of Shares otherwise deliverable to you with respect to your Earned Deferred 
		

		
			 
		

		
			
		


		 


		

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			Units by a number of Shares having a value approximately equal to the amount required to be withheld under the Company’s policies and procedures or applicable law.  The Company may, in its discretion, permit you to make other arrangements satisfactory to the Company to satisfy any applicable withholding tax liability arising from the Earned Deferred Units.  Further, any dividend equivalents paid to you in respect of Earned Deferred Units pursuant to Section I.4 will be subject to tax withholding, as appropriate, as additional compensation.
		

		
			(c)        With respect to Awards of Deferred Units under Section II, the Company shall make such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with the Deferred Units and, unless otherwise approved by the Company, the Company shall reduce the number of Shares otherwise deliverable to you with respect to your Deferred Units by a number of Shares having a value approximately equal to the amount required to be withheld under the Company’s policies and procedures or applicable law.  The Company may, in its discretion, permit you to make other arrangements satisfactory to the Company to satisfy any applicable withholding tax liability arising from the vesting of the Deferred Units.  Further, any Dividend Equivalents paid to you in respect of Deferred Units pursuant to Section II.3 will be subject to tax withholding, as appropriate, as additional compensation.
		

		
			(d)        In addition to the previous withholding requirements, any award under the Plan is also subject to all applicable withholding policies of the Company as may be in effect from time to time, at the sole discretion of the Company.  Without limiting the generality of the foregoing, the Company expressly has the right to collect or cause to be collected, pursuant to any tax equalization or other plan or policy, as any such policies or plans may be in effect from time to time (irrespective of whether such withholding correlates to the applicable tax withholding requirement with respect to your award) proceeds of the sale of Shares acquired upon vesting of the applicable award through a sale arranged by the Company or Broker on the Participant’s behalf pursuant to this authorization without further consent.  Awards are further subject to any tax and other reporting requirement that may be applicable in any pertinent jurisdiction including any obligation to report awards (whether related to the granting or vesting thereof or exercise of rights thereunder) to any taxing authority or other pertinent third party.
		

		
			5.          Restrictions on Resale
		

		
			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 and the rules and regulations of the SEC, resales of Shares acquired under the Plan by certain officers and 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.  At the present time, the Company does not have a currently 
		

		
			 
		

		
			
		

		
			


		 


		

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effective registration statement pursuant to which such resales may be made by affiliates.  There are no restrictions imposed by the SEC on the resale of Shares acquired under the Plan by persons who are not affiliates of the Company; provided, however, that all employees are subject to the Company’s policies against insider trading, and restrictions on resale may be imposed by the Company from time‐to‐time as may be necessary under applicable law.
		

		
			6.          Beneficiary
		

		
			You may designate a beneficiary to receive any portion of your Award of Contingent Deferred Units under Section II or Deferred Units under Section III that become due to you after your death, and you may change your beneficiary from time to time.  Beneficiary designations should be filed with the administrator of the Plan in the Human Resources Department.  If you fail to designate a beneficiary in that manner, the beneficiary in the event of your death will be (1) the beneficiary you designated under any group life insurance plan maintained by the Company or its subsidiaries that provides the largest death benefit, which will constitute the designated beneficiary for purposes of Section 6.5 of the Plan, or, if none, (2) the executor or administrator of your estate.
		

		
			7.          Effect on Other Benefits
		

		
			Income recognized by you as a result of the grant, vesting, exercise or distribution of Shares with respect to Awards will not be included in the formula for calculating benefits under any of the Company’s retirement and disability plans or any other benefit plans.
		

		
			8.          Code Section 409A Compliance
		

		
			(a)         The award of Contingent Deferred Units under Section I is intended to be exempt from or to comply with the provisions of Section 409A and, wherever possible, shall be consistent therewith.  No action taken to comply with Section 409A shall be deemed to impair a benefit under the Award Letter or this Appendix A.
		

		
			(b)        The award of Deferred Units under Section II is intended to be exempt from or to comply with the provisions of Section 409A and, wherever possible, shall be interpreted consistent therewith.  Specifically, (1) if you are not Retirement Eligible, the time of payment specified in Sections II.2 and II.4 is exempt from Code Section 409A as a short term deferral in compliance with U.S. Treasury Regulation Section 1.409A-1(b)(4), and (2) if you are Retirement Eligible the time of payment specified with respect to Section II.4(e) is compliant with U.S. Treasury Regulation Section 1.409A-3(c)(2) and is compliant with Code Section 409A as being paid pursuant to a specified time or fixed schedule under U.S. Treasury Regulation Section 1.409A-3(i).  If you are Retirement Eligible, you will not be considered to have a termination from employment unless such termination meets the requirements for a “separation from service” within the meaning of U.S. Treasury Regulation Section 1.409A-1(h), if applicable.  If you are a “specified employee” on the date of your “separation from service” within the 
		

		
			 
		

		
			
		


		 


		

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			meaning of Code Section 409A, the time of payment otherwise specified in the Award Letter or this Appendix A will be deferred to the extent required by Code Section 409A.  No action taken to comply with Code Section 409A shall be deemed to impair a benefit under the Award Letter or this Appendix A.
		

		
			 
		

		
			
		


		 


		

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			Exhibit “A” to Contingent Deferred Unit Award
		

		
			A.         Committee Methodology
		

		
			The Committee will make a determination on the Determination Date with respect to the Company’s achievement of ROCE and TSR, and the number of Earned Deferred Units to which are you entitled. 
		

		
			The Committee’s determination with respect to ROCE will be based on the Company’s achievement of ROCE as defined under Section B below.
		

		
			The Committee’s determination with respect to TSR will be based on the Company’s achievement of TSR relative to that of the peer group set by the Committee, as described under Section C below. 
		

		
			Earned Deferred Unit Determination
		

		
			Once the Committee has completed its determinations of achievement of ROCE and TSR, the Committee will determine the number of Earned Deferred Units in accordance with the payout grid below:
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						ROCE
Perf.
2014

					
					
						Relative TSR Ranking (2014-2016)

				
	
					
						 

					
					
						1st

					
					
						2nd

					
					
						3rd

					
					
						4th

					
					
						5th

					
					
						6th

					
					
						7th

					
					
						8th

					
					
						9th

					
					
						10th

					
					
						11th

					
					
						12th

				
	
					
						≥11%

					
					
						200%

					
					
						183.3%

					
					
						175%

					
					
						166.6%

					
					
						158.3%

					
					
						150%

					
					
						141.6%

					
					
						133.3%

					
					
						125%

					
					
						100%

					
					
						100%

					
					
						100%

				
	
					
						10%

					
					
						175%

					
					
						158.3%

					
					
						150%

					
					
						141.6%

					
					
						133.3%

					
					
						125%

					
					
						116.6%

					
					
						108.3%

					
					
						100%

					
					
						75%

					
					
						75%

					
					
						75%

				
	
					
						9%

					
					
						150%

					
					
						133.3%

					
					
						125%

					
					
						116.6%

					
					
						108.3%

					
					
						100%

					
					
						91.6%

					
					
						83.3%

					
					
						75%

					
					
						50%

					
					
						50%

					
					
						50%

				
	
					
						8%

					
					
						125%

					
					
						108.3%

					
					
						100%

					
					
						91.6%

					
					
						83.3%

					
					
						75%

					
					
						66.6%

					
					
						58.3%

					
					
						50%

					
					
						25%

					
					
						25%

					
					
						25%

				
	
					
						<8%

					
					
						100%

					
					
						83.3%

					
					
						75%

					
					
						66.6%

					
					
						58.3%

					
					
						50%

					
					
						41.6%

					
					
						33.3%

					
					
						25%

					
					
						0%

					
					
						0%

					
					
						0%

				



		
			 
		

		
			For actual ROCE performance that is greater than 8% and less than 11%, the number of Earned Deferred Units will be linearly interpolated between the points in the payout grid above.
		

		
			 
		

		
			
		

		
			


		 


		

			-13-

		





 


In the event any of the companies in the peer group become no longer publicly-traded during the Performance Cycle due to delisting, acquisition, etc., the performance levels in the above payout grid will be adjusted in accordance with the following guidelines:
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						ROCE

					
					
						Relative TSR Ranking

				
	
					
						 

					
					
						At or above
90th Percentile

					
					
						At or above
75th Percentile

					
					
						At or above
50th Percentile

					
					
						At or above
25th Percentile

					
					
						Less than
25th

				
	
					
						≥11%

					
					
						200%

					
					
						175%

					
					
						150%

					
					
						125%

					
					
						100%

				
	
					
						10%

					
					
						175%

					
					
						150%

					
					
						125%

					
					
						100%

					
					
						75%

				
	
					
						9%

					
					
						150%

					
					
						125%

					
					
						100%

					
					
						75%

					
					
						50%

				
	
					
						8%

					
					
						125%

					
					
						100%

					
					
						75%

					
					
						50%

					
					
						25%

				
	
					
						<8%

					
					
						100%

					
					
						75%

					
					
						50%

					
					
						25%

					
					
						0%

				



		
			 
		

		
			The percentage assigned to TSR Rankings between the 25th percentile and the 90th percentile shall be interpolated between the percentages assigned in the above grid.
		

		
			B.          Definition of Return on Capital Employed
		

		
			Return on Capital Employed (“ROCE”) is determined by comparing the performance of the Company’s actual ROCE performance during the 2014 calendar year against the ROCE performance goals set by the Committee, which are incorporated into the payout grid under Section A above..
		

		
			For this purposes, ROCE will be determined according to the following formula and definitions:
		

		
			ROCE = (EBIT - Tax) / Average capital employed, 
		

		
			where “EBIT” is Earnings before Interest and Tax.
		

		
			“Average Capital Employed” is equal to:
		

		
			(Beginning of Year Capital Employed + End of Year Capital Employed) / 2.
		

		
			“Capital Employed” is equal to:
		

		
			Total Equity + Total Debt (long-Term and Short Term) - Cash - Goodwill,
		

		
			where “Debt” includes EksportFinans and Cash includes Restricted Cash and Total Debt includes Macondo obligations.
		

		
			 
		

		
			
		

		
			


		 


		

			-14-

		





 


C.         Definition of Total Shareholder Return
		

		
			Total Shareholder Return (“TSR”) through the Performance Cycle is based on the comparison of the average closing share price for the thirty (30) business days prior to start of the Performance Cycle and the average closing share price for the last thirty (30) business days in the Performance Cycle.  The same calculation is conducted for the Company and each of the companies in the following group:
		

			
					
						 

					
					
						 

				
	
					
						National-Oilwell Varco

					
					
						Ensco

				
	
					
						Noble

					
					
						Diamond

				
	
					
						Seadrill Limited

					
					
						Rowan

				
	
					
						Nabors

					
					
						Baker Hughes

				
	
					
						Halliburton

					
					
						Schlumberger

				
	
					
						Weatherford

					
					
						 

				



		
			 
		

		
			The companies are then ranked from best to worst in percent improvement/deterioration in share price, adjusted for dividends. The Company’s ordinal ranking will be used to determine the Earned Deferred Units, as described in Section A above.
		

		
			D.         Example
		

		
			Earned Deferred Units Determination with respect to ROCE & TSR:
		

			
					
						 

					
					
						 

				
	
					
						Target Award:

					
					
						600 deferred units (Target Performance)

				
	
					
						ROCE Performance Period:

					
					
						01/01/14 – 12/31/14

				
	
					
						Determination Date:

					
					
						2/15/16

				
	
					
						Actual ROCE Performance:

					
					
						10%

				
	
					
						TSR Ranking 

					
					
						6th of 12th 

				
	
					
						Determination Percentage

					
					
						125%

				
	
					
						Earned Deferred Units:

					
					
						750

				



		
			 
		

		
			NOTE:  The Committee has the sole authority to interpret the formulas for ROCE and TSR, revise the makeup of the peer group, or modify the ROCE and TSR calculations or applications in response to merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the performance measure(s) or peer groups.  The Committee’s determination of all matters in connection with the award will be final and binding.
		


		 


		

			-15-