EX-10.1





 Exhibit 10.1 

[Executive Officers Specimen] 

DIAMOND OFFSHORE DRILLING, INC. 

2021 LONG-TERM STOCK INCENTIVE PLAN 

TIME-VESTING RESTRICTED STOCK UNIT AWARD AGREEMENT 

This TIME-VESTING RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of July 1, 2021 (the
“Grant Date”) between Diamond Offshore Drilling, Inc., a Delaware corporation (the “Company”), and
[                     ] (the “Participant”), and is made pursuant to the terms of the Company’s 2021 Long-Term Stock
Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan. 

Section 1.    Restricted Stock Units. The Company hereby issues to the Participant, as of
the Grant Date, [                    ] restricted stock units (the “RSUs”), subject to such vesting, transfer and other restrictions
and conditions as set forth in this Agreement (the “Award”). Each RSU represents the right to receive one Share, subject to the terms and conditions set forth in this Agreement and the Plan. 

Section 2.    Vesting Requirements. 

(a)    Generally. Except as otherwise provided herein, the RSUs shall vest and become
non-forfeitable Shares on the following dates (each, a “Vesting Date”) for the following amounts, subject to the Participant’s continuous service or employment with the Company and its
Affiliates (“Service”) from the Grant Date through the applicable Vesting Date: 
  

	 	•	 	 July 1, 2022 as to
[                    ] RSUs 


  

	 	•	 	 July 1, 2023 as to
[                    ] RSUs 


  

	 	•	 	 July 1, 2024 as to
[                    ] RSUs 



(b)    Termination of Service. 

(i)    Upon the occurrence of a termination of the Participant’s Service by the Company without Cause, as a result of
the death of the Participant, or as a result of the Participant’s Disability (as defined below), the number of RSUs scheduled to vest on the next two Vesting Dates (to the extent not previously vested) shall immediately vest in full upon such
termination and any remaining unvested RSUs shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. 

(ii)    Upon the occurrence of a termination of the Participant’s Service for Cause, all RSUs, whether vested or
unvested, shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. 

(iii)    Upon the occurrence of a termination of the Participant’s Service for any reason other than as set forth in
Section 2(b)(i) or (ii), including as a result of the Participant’s resignation, all outstanding and unvested RSUs shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any
compensation or other amount with respect thereto. 












 (iv)    “Disability” means the Participant’s
inability to perform the essential duties, responsibilities and functions of the Participant’s position with the Company for a period of 90 consecutive days or for a total of 180 days during any 12-month
period as a result of any mental or physical illness, disability or incapacity even with reasonable accommodations for such illness, disability or incapacity provided by the Company or if providing such accommodations would be unreasonable, all as
determined by the Committee in its reasonable good faith judgment; provided that if any such Disability would not be a “disability” within the meaning of Code Section 409A, no payment shall be made hereunder as a result of any such
Disability that would be deferred compensation for purposes of Code Section 409A. The Participant shall cooperate in all respects with the Company if a question arises as to whether the Participant has become disabled (including submitting to
reasonable examinations by one or more medical doctors and other health care specialists and authorizing such medical doctors and other health care specialists to discuss the Participant’s condition with the Company). 

(c)    Change in Control. Upon the occurrence of a Change in Control, the number of RSUs scheduled to vest on the
next two Vesting Dates (to the extent not previously vested) shall immediately vest in full, subject to the Participant’s continued Service through the consummation of the Change in Control and, to the extent not assumed or substituted in
connection with the Change in Control, any remaining unvested RSUs shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. 

Section 3.    Settlement. The Company shall issue and deliver to Participant the number
of Shares equal to the number of vested and non-forfeitable RSUs within 30 days following the date on which the RSUs become vested. Notwithstanding anything to the contrary in this Agreement, the
Company reserves the right, at its sole discretion, to settle any vested RSU by cash payment in lieu of Shares. If the Company elects to settle any RSU in cash, the amount of cash to be paid by the Company in settlement shall be determined by
multiplying (a) the number of vested RSUs to be settled in cash by (b) the Fair Market Value of a Share as of the applicable Vesting Date, less any withholding pursuant to Section 13(e) of the Plan. 

Section 4.    Restrictions on Transfer. No RSUs (nor any interest therein) may be sold,
assigned, alienated, pledged, attached or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported sale, assignment, alienation, pledge, attachment, transfer or
encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute a sale, assignment, alienation, pledge, attachment, transfer or encumbrance. 

Section 5.    Investment Representation. The Participant is acquiring the RSUs for
investment purposes only and not with a view to, or in connection with, the public distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”). No Shares shall be acquired unless and until
the Company and/or the Participant shall have complied with all applicable federal or state registration, listing and/or qualification requirements and all other 

  

			
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requirements of law or of any regulatory agencies having jurisdiction, unless the Committee has received evidence satisfactory to it that the Participant may acquire such shares pursuant to an
exemption from registration under the applicable securities laws. The Participant understands and agrees that the RSUs may not be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except in compliance with this
Agreement and the Securities Act pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act and applicable state securities or “blue sky” laws. Notwithstanding anything
herein to the contrary, the Company shall have no obligation to deliver any Shares hereunder or make any other distribution of benefits hereunder unless such delivery or distribution would comply with all applicable laws (including, without
limitation, the Securities Act), and the applicable requirements of any securities exchange or similar entity. 

Section 6.    Adjustments. The Award granted hereunder shall be subject to adjustment as
provided in Section 4(b) of the Plan. 
 Section 7.    No Right of Continued
Service. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continued Service with the Company or any Affiliate. 

Section 8.    Tax Withholding. The Award shall be subject to tax and/or other withholding
in accordance with Section 13(e) of the Plan. 
 Section 9.    No Rights as a
Stockholder; Dividends. The Participant shall not have any privileges of a stockholder of the Company with respect to any RSUs, including without limitation any right to vote any Shares underlying such RSUs or to receive dividends or other
distributions in respect thereof, unless and until Shares underlying the RSUs are delivered to the Participant in accordance with Section 3 hereof. Notwithstanding the foregoing, if the Company declares any dividend the record date of which
occurs while the RSUs are outstanding (i.e., have not been settled pursuant to Section 3), the Participant shall be credited a dividend equivalent in an amount and form equal to the dividend that would have been paid on the Shares underlying
such outstanding RSUs had such Shares been outstanding on such record date. Any such dividend equivalents shall be subject to the same vesting conditions applicable to the underlying RSU with respect to which they accrue, and shall vest only if the
underlying RSU vests, and will be forfeited if the underlying RSU is forfeited. Any such dividend equivalents shall be settled and paid to the Participant within 30 days following the date on which the underlying RSU vests, provided that if the RSU
has already vested, the associated dividend equivalents will be paid at the same time the dividend would have been paid on the Shares underlying the vested RSU. For the avoidance of doubt, all dividend equivalents shall be terminated on the date the
underlying RSU is settled under Section 3 hereof. 
 Section 10.    Clawback. The
RSUs granted hereunder, and the Shares issued in respect of the RSUs granted hereunder, shall be subject to Section 13(f) of the Plan. 

Section 11.    Amendment and Termination. Subject to the terms of the Plan, any amendment
to this Agreement shall be in writing and signed by the parties hereto. Notwithstanding the immediately-preceding sentence, subject to the terms of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter,
suspend, discontinue, cancel or terminate, 

  

			
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this Agreement and/or the Award; provided that, subject to the terms of the Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would
materially impair the rights of the Participant or any holder or beneficiary of the Award shall not be effective without the written consent of the Participant, holder or beneficiary. 

Section 12.    Construction. The Award granted hereunder is granted by the Company
pursuant to the Plan and is in all respects subject to the terms and conditions of the Plan. The Participant hereby acknowledges that a copy of the Plan has been delivered to the Participant and accepts the Award hereunder subject to all terms and
provisions of the Plan, which are incorporated herein by reference. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail. The construction of and
decisions under the Plan and this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant. 

Section 13.    Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Texas, without giving effect to the choice of law principles thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than
the State of Texas. 
 Section 14.    Data Privacy. The Participant acknowledges and
consents to the collection, use, processing and transfer of personal data as described in this Section 14. The Company, its related entities, and the Participant’s employer 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 security number or other employee identification number, salary, nationality, job title, any Shares held in the Company and details
of all Awards, for the purpose of managing and administering the Plan (“Data”). The Company and its related entities may transfer Data amongst themselves as necessary for the purpose of implementation, administration and management
of the Participant’s participation in the Plan, and the Company and its related entities may each further transfer Data to any third parties assisting the Company or any such related entity in the implementation, administration and management
of the Plan. The Participant acknowledges that the transferors and transferees of such Data may be located anywhere in the world and hereby authorizes each of them to receive, possess, use, retain and transfer the Data, in electronic or other form,
for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of RSUs or Shares
on the Participant’s behalf to a broker or to any other third party with whom the Participant may elect to deposit any Shares acquired under the Plan (whether pursuant to this Award or otherwise). 

Section 15.    Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original but all of which together shall constitute one and the same instrument. 

Section 16.    Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. 

  

			
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 Section 17.    Severability. The
invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent
permitted by law. 
 Section 18.    Section 409A. This Agreement is intended to comply
with, or be exempt from, Section 409A of the Code and shall be construed and administered in accordance with Section 409A of the Code. The RSUs granted hereunder shall be subject to the provisions of Section 14 of the Plan. 

Section 19.    Entire Agreement. This Agreement and the Plan constitute the entire
agreement between the parties with respect to the subject matter hereof and thereof. 
 [SIGNATURES ON FOLLOWING PAGE] 

  

			
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date
first written above. 
  

			
	DIAMOND OFFSHORE DRILLING, INC.
		
	By:	 	  

	Name:	 	Bernie G. Wolford
	Title:	 	President & CEO
	
	PARTICIPANT SIGNATURE
	
	  

	[Participant Name]
	
	  

	Date Signed



  

			
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