2009 ROWAN
COMPANIES, INC. INCENTIVE PLAN


 


2012 RESTRICTED STOCK NOTICE


 


		1.	Grant of Restricted Shares.
   To carry out the purposes of the 2009 Rowan Companies, Inc. Incentive Plan (the “Plan”), and subject
to the conditions described in this Notice and the Plan, Rowan Companies, Inc., a Delaware corporation (the “Company”)
hereby grants to you (the “Participant”) all right, title and interest in the record and beneficial ownership of ______
shares (the “Restricted Shares”) of Common Stock, effective as of ________, 20__ (the “Grant Date”). All
capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan; the Plan is incorporated herein by
reference as part of this Notice. 



 


		2.	Issuance and Transferability.   The
Restricted Shares may be evidenced in such a manner as the Committee shall deem appropriate. Any certificates representing the
Restricted Shares granted hereunder shall be issued in the name of the Participant as of the Grant Date and shall be marked with
the following legend:



 


“The
shares represented by this certificate have been issued pursuant to the terms of the 2009 Rowan Companies, Inc. Incentive Plan
and may not be sold, pledged, transferred, assigned or otherwise encumbered in any manner except as is set forth in the terms of
such award dated _______, 20__.”


 


Until
restrictions lapse, the Restricted Share certificates shall be left on deposit with the Company or the Company’s stock
plan administrator, along with a stock power (substantially in the form attached hereto as Exhibit A) endorsed in blank and 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.


 


		3.	Vesting/Forfeiture.   The
Participant shall vest in his or her rights under the Restricted Shares, and any accumulated dividends described in Section 7 hereof,
and the Company’s right to reclaim such shares or dividends shall lapse with respect to one-third of the Restricted Shares
on the first anniversary of the Grant Date and an additional one-third of the Restricted Shares on each of the second and third
anniversaries of the Grant Date (each anniversary, a “Vesting Date”), provided that the Participant remains continuously
employed by the Company or an Affiliate from the Grant Date to such Vesting Date. Notwithstanding the foregoing, however, all Restricted
Shares not then vested shall vest immediately upon termination if the Participant’s Employment terminates by reason of the
Participant’s Disability or death. In the event of the Participant’s Retirement (as defined in Section 4 below)
prior to vesting, the Committee may, in its sole discretion, accelerate vesting. If the Participant’s Employment terminates
other than by reason of Retirement, Disability or death, the Restricted Shares (to the extent not then vested) shall be forfeited
as of the date the Participant’s Employment so terminates. As soon as administratively feasible following the vesting of
the Restricted Shares, a stock certificate evidencing the vested Restricted Shares, less the amount of Common Stock withheld pursuant
to Section 8 hereof, if any, shall be delivered without charge to the Participant, or his or her designated representative, without
restrictive legend. If, for any reason, the restrictions imposed by the Committee upon the Restricted Shares are not satisfied
at the end of the Restricted Period, any Restricted Shares remaining subject to such restrictions shall be forfeited by the Participant.




 






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		4.	Retirement. For purposes of
this Notice, “Retirement” of an Employee shall have occurred if, as of the Employee’s date of termination of
Employment, the Employee is a minimum of 60 years old and has satisfied the requirements for normal retirement pursuant to the
policies of the Company in place at the time of termination. 



 


Determination
of the date of termination of Employment by reason of Retirement and the satisfaction of the requirements for Retirement shall
be based on such evidence as the Committee may require and a determination by the Committee of such date of termination and satisfaction
shall be final and controlling on all interested parties.


 


		5.	Disability. For purposes of
this Notice, “Disability” means the Participant is, by reason of any medically determinable physical or mental impairment
that can be expected to result in death or to last for a continuous period of not less than 12 months, receiving disability benefits
under the applicable disability plan of the Company (or of an Affiliate).



 


Determination of the date of
termination of Employment by reason of Disability and the satisfaction of the requirements for Disability shall be based on such
evidence as the Committee may require and a determination by the Committee of such date of termination and satisfaction shall be
final and controlling on all interested parties.


 


		6.	Employment Relationship. For
purposes of this Notice and the Restricted Shares, the Participant shall be considered to be in the Employment of the Company or
an Affiliate as long as the Participant is actively providing services to the Company or an Affiliate. In the event the Participant
ceases to be in the Employment of the Company or an Affiliate (for any reason whatsoever, whether or not later found to be invalid
or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment
agreement, if any), unless otherwise provided in this Notice or determined by the Company, the Participant’s right to vest
in Restricted Shares under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively
providing services and will not be extended by any notice period (e.g., the Participant's period of active service would
not include any contractual notice period or any period of “garden leave” or similar period mandated under employment
laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment agreement, if any). 



 


Any
question as to whether and when there has been a termination of such Employment shall be based on such evidence as the Committee
may require and a determination by the Committee as to the date of such termination shall be final and controlling on all interested
parties. 


 


		7.	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
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 and to the extent that the underlying Restricted Shares are forfeited.



 






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		8.	Responsibility for Taxes.
The Participant acknowledges that, regardless of any action by the Company or, if different, the Participant's employer (the “Employer”),
the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related
items related to the Participant's participation in the Plan and legally applicable to the Participant (“Tax-Related Items”)
is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The
Participant further acknowledges that the Company and/or the Employer (i) make 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 shares of Common Stock from restrictions, the subsequent sale of any shares
of Common Stock acquired pursuant to the Restricted Shares and the receipt of any dividends, and (ii) do not commit to and are
under no obligation to structure the terms of the grant or any aspect of the Restricted Shares to reduce or eliminate the Participant's
liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items
in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable,
the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold
or account for Tax-Related Items in more than one jurisdiction.



 


Prior
to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory
to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or
the Employer, or their respective agents, at their discretion to satisfy the obligations with regard to all Tax-Related Items by
one or a combination of the following:


 


(a)     withholding
from the Participant's wages or other cash payment (including the cash payment referred to in Section 7 above) made to the Participant
by the Company and/or the Employer;


 


(b)     withholding
from proceeds of the sale of shares of Common Stock 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 pursuant to this authorization without further
consent); or


 


(c)     allowing
the Participant to surrender or sell to the Company or its designee a number of shares of Common Stock acquired pursuant to the
Restricted Shares.


 


Depending
on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory
withholding rates or other applicable withholding rates, including maximum applicable rates in which case the Participant will
receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. 


 


The
Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may
be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the
means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common
Stock, if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items.


 


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 shall constitute
a loan owed by the Participant to the Employer, effective on the Due Date. The loan will bear interest at the then-current official
rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company
or the Employer may recover it at any time thereafter by any of the means referred to herein or otherwise permitted under the Plan.
Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section
13(k) of the Exchange Act), the Participant shall not be eligible for a loan to cover the income tax due as described above. In
the event the Participant is such a director or executive officer and the income tax due is not collected from or paid by the Participant
by 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”) will be payable. The Company or the Employer 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.


 






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		9.	Reorganization of the Company.   The
existence of this Notice shall not affect in any way the right or power of the Company or its stockholders to make or authorize
any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business;
any merger or consolidation of the Company; any issuance of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof; the dissolution or liquidation of the Company; any sale or transfer of all or
any part of its assets or business; or any other corporate act or proceeding, whether of a similar character or otherwise.



 


		10.	Recapitalization Events.   In
the event of stock dividends, spin-offs of assets or other extraordinary dividends, stock splits, combinations of shares, recapitalizations,
mergers, consolidations, reorganizations, liquidations, issuances of rights or warrants and similar transactions or events involving
the Company (“Recapitalization Events”), then for all purposes references herein to Common Stock or to Restricted Shares
shall mean and include all securities or other property (other than cash) that holders of Common Stock are entitled to receive
in respect of Common Stock by reason of each successive Recapitalization Event, which securities or other property (other than
cash) shall be treated in the same manner and shall be subject to the same restrictions as the underlying Restricted Shares.



 


		11.	Status of Common Stock. The
Company intends to register for issuance under the Securities Act of 1933, as amended (the “Act”), the shares of Common
Stock acquired pursuant to this Notice and to keep such registration effective. In the absence of such effective registration or
an available exemption from registration under the Act, issuance of shares of Common Stock acquired pursuant to this Notice will
be delayed until registration of such shares is effective or an exemption from registration under the Act is available. In the
event exemption from registration under the Act is available, the Participant (or the person
permitted to receive the Participant’s shares in the event of the Participant’s
Disability or death), if requested by the Company to do so, will execute and deliver to the
Company in writing an agreement containing such provisions as the Company may require
assuring compliance with applicable securities laws. The Company shall incur no liability
to the Participant for failure to register the Common Stock or maintain the registration.



 


The shares
of Common Stock which the Participant may acquire pursuant to this Notice
will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws,
whether federal or state. The Participant is hereby notified (i) that the certificates representing the shares of Common Stock
may bear such legend or legends as the Committee deems appropriate in order to assure compliance
with applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Common Stock
acquired pursuant to this Notice on the stock transfer records of the Company if such proposed transfer would in the opinion of
counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) that the Company
may give related instructions to its transfer agent, if any, to stop registration of the transfer of such shares.


 






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		12.	Certain Restrictions.   By
accepting the Restricted Shares granted under this Notice, the Participant acknowledges that he 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.



 


		13.	Recoupment.   Notwithstanding
any provision of this Notice to the contrary, the Committee may, in its sole discretion:



 


(a)     recoup
from the Participant all or a portion of the Common Stock issued or cash paid under this Notice if the Company’s reported
financial or operating results are materially and negatively restated within five years of the grant or payment of such amounts;
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 Common Stock issued or cash paid under this Notice within five years of such conduct.


 


In addition,
the Restricted Shares are 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 implementing 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, all
to the extent determined by the Company in its discretion to be applicable to the Participant.


 


		14.	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. 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.



 


		15.	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, the Employer
and any Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation
in the Plan.



 


			The Participant understands that
the Company, the Employer and any Affiliates 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, job title, any shares of stock or directorships held in the Company, details of all Restricted Shares
or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s
favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”). 



 






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			The Participant understands that
Data will be transferred to such stock plan service provider as may be selected by the Company, 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 his or her human resources representative. The Participant authorizes the Company 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 his or her human resources representative. 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 Employment status or service and career with the Employer 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
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 his or
her human resources representative. 



 


		16.	Electronic Delivery and Participation.
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan
by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the
Company.



 


		17.	Nature of Grant. In accepting
the Restricted Shares, the Participant acknowledges, understands and agrees that:



 


(a)     the
Plan is established voluntarily by the company, it is discretionary in nature and it may be modified, amended, suspended or terminated
by the Company at any time, to the extent permitted by the Plan;


 


(b)     the
grant of the Restricted Shares is voluntary and occasional and does not create any contractual or other right to receive future
grants of Restricted Shares, or benefits in lieu of Restricted Shares, even if Restricted Shares have been granted in the past;


 


(c)     all
decisions with respect to future Restricted Shares or other grants, if any, will be at the sole discretion of the Company.


 


(d)     the
grant of Restricted Shares and the Participant's participation in the Plan shall not create a right to Employment or be interpreted
as forming an Employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability
of the Company, the Employer or any Affiliate, as applicable, to terminate the Participant's Employment relationship (if any);


 






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(e)     the
Participant is voluntarily participating in the Plan;


 


(f)     the
Restricted Shares and the shares of Common Stock subject to the Restricted Shares are not intended to replace any pension rights
or compensation;


 


(g)     the
Restricted Shares and the shares of Common Stock subject to the Restricted Shares are not part of normal or expected compensation
for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long
service awards, pension or retirement or welfare benefits or similar payments;


 


(h)     the
future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;


 


(i)     no
claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Shares resulting from the termination
of Participant's Employment or other service relationship to the Company or the Employer (for any reason whatsoever whether or
not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms
of the Participant's employment agreement, if any), and in consideration of the Restricted Shares to which the Participant is otherwise
not entitled, the Participant irrevocably agrees never to institute any claim against the Company, its Affiliates or the Employer,
waives his or her ability, if any, to bring any such claim, and releases the Company, its Affiliates and the Employer from any
such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating
in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and
all documents necessary to request dismissal or withdrawal of such claim;


 


(j)     unless
otherwise provided in the Plan or by the Company in its discretion, the Restricted Shares and the benefits evidenced by this Notice
do not create any entitlement to have the Restricted Shares or any such benefits transferred to, or assumed by, another company
nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company;
and


 


(k)     the
following provisions apply only if the Participant is employed outside the United States:


 


(i)     the
Restricted Shares and the shares of Common Stock subject to the Restricted Shares are not part of normal or expected compensation
or salary for any purpose; and


 


(ii)     neither
the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant's
local currency and the United States Dollar that may affect the value of the Restricted Shares or of any amounts due to the Participant
pursuant to the settlement of the Restricted Shares or the subsequent sale of any shares of Common Stock acquired upon settlement.


 


		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, or the Participant's acquisition or sale of the underlying shares of Common Stock. 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.



 






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		19.	Amendment and Termination.
Except as otherwise provided in the Plan or this Notice, no amendment of this Notice 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 written consent of the
Participant. 



 


		20.	Binding Effect. This Notice
shall be binding upon and inure to the benefit of any successors to the Company and
all persons lawfully claiming under the Participant.



 


		21.	Governing Law and Venue. This
Notice shall be governed by, and construed in accordance with, the laws of the State of Texas. The courts in Harris County, Texas
shall be the exclusive venue for any dispute regarding the Plan or this Notice.



 


		22.	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.



 


		23.	Imposition of Other Requirements.
The Company reserves the right to impose other requirements on the Participant's participation in the Plan, on the Restricted Shares
and on any shares of Common Stock 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.



 


		24.	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 by the Participant or any other Participants.



 






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Exhibit A


STOCK POWER


 


FOR VALUE RECEIVED, ___________
(“Transferor”) hereby sells, assigns and transfers unto Rowan Companies, Inc., ____________ shares of the common
stock, $.125 par value (“Common Stock”), of Rowan Companies, Inc., a Delaware corporation (the “Company”),
which shares of Common Stock are represented by certificate no(s).____________, and hereby irrevocably appoints __________________
as attorney-in-fact to transfer such shares of Common Stock on the books of the Company, with full power of substitution on the
premises.


 


Dated: ____________, 20__


 





	 	TRANSFEROR:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Printed Name:	 







 






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2009 ROWAN COMPANIES, INC. INCENTIVE
PLAN


 


STOCK APPRECIATION
RIGHT NOTICE


 


		1.	Grant of SAR. To carry out the purposes of the 2009 Rowan Companies, Inc. Incentive
Plan (the “Plan”), and subject to the conditions described in this Notice and the Plan, Rowan Companies, Inc., a Delaware
corporation (the “Company”) hereby grants to you (the “Participant”) stock appreciation rights (“SAR”)
with respect to ______ shares of Common Stock, effective as of __________, 20__ (the “Grant Date”). All capitalized
terms not otherwise defined herein shall have the meanings set forth in the Plan; the Plan is incorporated herein by reference
as a part of this Notice.



 


		2.	Exercise Price. The exercise price of Common Stock purchased pursuant to the exercise
of this SAR shall be $            per share.



 


		3.	Exercise of SAR. This SAR shall be exercisable in the manner described below for
one-third of the aggregate number of shares of Common Stock subject to the SAR on and after the first anniversary of the Grant
Date and an additional one-third on and after each of the second and third anniversaries of the Grant Date; provided, however,
a SAR may be exercised only prior to its expiration date and, except as otherwise provided below, only while the Participant remains
an Employee of the Company or an Affiliate. This SAR shall not be exercisable in any event after the expiration of ten years from
the Grant Date hereof. The SAR will terminate and cease to be exercisable upon the Participant’s termination of Employment
with the Company and its Affiliates, except that:



 


		(a)	If the Participant’s Employment terminates by reason of Retirement, the Participant may exercise
this SAR at any time during the period of five years following the date of such termination, but only as to the number of shares
that the Participant was entitled to purchase hereunder as of the date his or her Employment so terminates, plus such additional
number of shares, if any, that the Committee, in its sole discretion, determines may be purchased pursuant to the SAR as of such
Retirement.



 


		(b)	If the Participant dies within the five-year period following the date of the Participant’s
termination of Employment by reason of Retirement, the legal representative of the Participant’s estate, or the person who
acquires this SAR by bequest or inheritance or otherwise by reason of the death of the Participant, may exercise this SAR at any
time during the period of two years following the date of the Participant’s death, but only as to the number of shares the
Participant was entitled to purchase hereunder as of the date the Participant’s Employment terminated by reason of Retirement.



 


		(c)	If the Participant’s Employment terminates by reason of Disability, the Participant may exercise
this SAR in full at any time during the period of five years following the date of such termination, but only as to the number
of shares that the Participant was entitled to purchase hereunder as of the date his or her Employment so terminates, plus such
additional number of shares, if any, that the Committee, in its sole discretion, may be purchased pursuant to the SAR as of such
Disability.



 


		(d)	If the Participant dies while an Employee or within the five-year period following the date of
the Participant’s termination of Employment by reason of Disability, the legal representative of the Participant’s
estate, or the person who acquires this SAR by bequest or inheritance or by reason of the death of the Participant, may exercise
this SAR in full at any time during the period of two years following the date of the Participant’s death.



 






    	



    	 



    
 


		(e)	If the Participant’s Employment terminates other than by reason of Retirement, Disability,
or death, this SAR (to the extent vested as of the date of termination and not exercised prior thereto) may be exercised during
the 90 days following the date the Participant’s Employment so terminates and shall terminate thereafter.



 


		4.	Exercise. Subject to the limitations set forth herein and in the Plan, this SAR may
be exercised by written notice provided to the Company’s stock plan administrator, and may only be exercised with respect
to a number of shares of Common Stock with respect to which the SAR is then exercisable. Upon exercise of the SAR, the product
of the number of the shares of Common Stock as to which the SAR is exercised multiplied by the excess of the Fair Market Value
(determined in accordance with the terms of the Plan) over the Exercise Price shall become payable to the Participant in shares
of Common Stock, or, in the sole discretion of the Committee, in cash. Such Common Stock issuance or single lump-sum cash payment
shall be made as soon as practicable after the date of exercise, but no later than 45 days thereafter. Notwithstanding anything
to the contrary contained herein, the Participant agrees that he or she will not exercise the SAR granted pursuant hereto, and
that the Company will not be obligated to issue any Common Stock pursuant to this Notice, if the exercise of the SAR or the issuance
of such Common Stock would constitute a violation by the Participant or by the Company of any provision of any law or regulation
of any governmental authority or any stock exchange or transaction quotation system.



 


		5.	Retirement. For purposes of this Notice,
“Retirement” of an Employee shall have occurred if, as of the Employee’s date of termination of Employment, the
Employee is a minimum of 60 years old and has satisfied the requirements for normal retirement pursuant to the policies of the
Company in place at the time of termination.



 


Determination of the date of
termination of Employment by reason of Retirement and the satisfaction of the requirements for Retirement shall be based on such
evidence as the Committee may require and a determination by the Committee of such date of termination and satisfaction shall be
final and controlling on all interested parties.


 


		6.	Disability. For purposes of this Notice,
“Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can
be expected to result in death or to last for a continuous period of not less than 12 months, receiving disability benefits under
the applicable disability plan of the Company (or of an Affiliate).



 


Determination of the date of
termination of Employment by reason of Disability and the satisfaction of the requirements for Disability shall be based on such
evidence as the Committee may require and a determination by the Committee of such date of termination and satisfaction shall be
final and controlling on all interested parties.


 


		7.	Employment Relationship. For purposes
of this Notice and the SAR, the Participant shall be considered to be in the Employment of the Company or an Affiliate as long
as the Participant is actively providing services to the Company or an Affiliate. In the event the Participant ceases to be in
the Employment of the Company or an Affiliate (for any reason whatsoever, whether or not later found to be invalid or in breach
of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment agreement,
if any), unless otherwise provided in this Notice or determined by the Company, the Participant’s right to vest in the SAR
under the Plan, if any, will terminate effective as of the date the Participant is no longer actively providing services and will
not be extended by any notice period (e.g., the Participant’s period of active service would not include any contractual
notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction
where the Participant is employed or the terms of the Participant's employment agreement, if any); furthermore, the period of time
during which the Participant has the right to exercise the SAR after termination of Employment, if any, will be measured from the
date that the Participant is no longer actively providing services and will not be extended by any notice period.



 






    	2



    	 



    
 


Any
question as to whether and when there has been a termination of such Employment shall be based on such evidence as the Committee
may require and a determination by the Committee as to the date of such termination shall be final and controlling on all interested
parties.


 


		8.	Responsibility for Taxes. The Participant acknowledges that, regardless of any action
by the Company or, if different, the Participant's employer (the “Employer”), the ultimate liability for all income
tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant's
participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant's
responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges
that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items
in connection with any aspect of the SAR, including, but not limited to, the grant or exercise of the SAR, the issuance of shares
of Common Stock upon exercise of the SAR, the subsequent sale of shares of Common Stock acquired pursuant to such issuance and
the receipt of any dividends, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any
aspect of the SAR to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result.
Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the date of grant and the date
of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer
(or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.



 


Prior
to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory
to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or
the Employer, or their respective agents, at their discretion to satisfy the obligations with regard to all Tax-Related Items by
one or a combination of the following:


 


		(a)	withholding from the Participant's wages or other cash compensation paid to the Participant by
the Company and/or the Employer;



 


		(b)	withholding from proceeds of the sale of shares of Common Stock acquired upon exercise of the SAR
either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this
authorization without further consent); or



 


		(c)	withholding in shares of Common Stock to be issued upon exercise of the SAR, provided, however,
that if the Participant is a Section 16 officer of the Company under the Exchange Act, the Participant may elect the method of
withholding from alternatives (a) – (c) herein in advance of any relevant withholding event, and in the absence of the Participant’s
timely election, the Company will conduct tax withholding using alternative (b) herein.



 






    	3



    	 



    
 


Depending
on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory
withholding rates or other applicable withholding rates, including maximum applicable rates in which case the Participant will
receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation
for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant is deemed to have
been issued the full number of shares of Common Stock subject to the exercised portion of the SAR, notwithstanding that a number
of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.


 


The
Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may
be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the
means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common
Stock, if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. 


 


For
Participants subject to tax in the United Kingdom, if payment or withholding of the income tax due in connection with the SAR 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 shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The loan will bear interest at
the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and
repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to herein or otherwise
permitted under the Plan. Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within
the meaning of Section 13(k) of the Exchange Act), the Participant shall not be eligible for a loan to cover the income tax due
as described above. In the event the Participant is such a director or executive officer and the income tax due is not collected
from or paid by the Participant by 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”) will be payable. The Company or the Employer
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.


 


		9.	Reorganization of the Company.   The existence
of this Notice shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any
merger or consolidation of the Company; any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting
the Common Stock or the rights thereof; the dissolution or liquidation of the Company; any sale or transfer of all or any part
of its assets or business; or any other corporate act or proceeding, whether of a similar character or otherwise.



 


		10.	Recapitalization Events.   In the
event of stock dividends, spin-offs of assets or other extraordinary dividends, stock splits, combinations of shares, recapitalizations,
mergers, consolidations, reorganizations, liquidations, issuances of rights or warrants and similar transactions or events involving
the Company (“Recapitalization Events”), then for all purposes references herein to Common Stock shall mean and include
all securities or other property (other than cash) that holders of Common Stock are entitled to receive in respect of Common Stock
by reason of each successive Recapitalization Event, and the exercise price of the SAR shall be adjusted as deemed necessary or
appropriate in the sole discretion of the Committee to prevent enlargement or dilution of the Participant’s rights under
this Notice.



 






    	4



    	 



    
 


		11.	Status of Common Stock. The Company intends to register for issuance under the Securities
Act of 1933, as amended (the “Act”), the shares of Common Stock acquirable upon exercise of this SAR and to keep such
registration effective throughout the period that this SAR is exercisable. In the absence of such effective registration or an
available exemption from registration under the Act, issuance of shares of Common Stock acquirable upon exercise of the SAR will
be delayed until registration of such shares is effective or an exemption from registration under the Act is available. In the
event exemption from registration under the Act is available upon an exercise of this SAR, the Participant (or the person permitted
to exercise this SAR in the event of the Participant’s Disability or death), if requested by the Company to do so, will execute
and deliver to the Company in writing an agreement containing such provisions as the Company may require assuring compliance with
applicable securities laws. The Company shall incur no liability to the Participant for failure to register the Common Stock or
maintain the registration.



 


The shares of Common Stock which
the Participant may acquire by exercising this SAR will not be sold or otherwise disposed of in any manner that would constitute
a violation of any applicable securities laws, whether federal or state. The Participant is hereby notified (i) that the certificates
representing the shares of Common Stock purchased under this SAR may bear such legend or legends as the Committee deems appropriate
in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of the
shares of Common Stock purchased under this SAR on the stock transfer records of the Company if such proposed transfer would in
the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) that the Company
may give related instructions to its transfer agent, if any, to stop registration of the transfer of such shares.


 


		12.	Transfer of SAR. Except as provided herein, all rights granted hereunder shall not
be transferable other than by will or the laws of descent and distribution and shall be exercisable during the Participant’s
lifetime only by the Participant or, in the case of the Participant’s death, the legal representative of the Participant’s
estate or the person who acquires this SAR by bequest or inheritance or by reason of the death of the Participant, or in the case
of the Participant’s Disability, by the Participant’s guardian (if applicable). Any purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance of this SAR that does not satisfy the requirements set forth hereunder shall
be void and unenforceable against the Company.



 


		13.	Certain Restrictions.   By accepting the SAR granted under
this Notice, the Participant acknowledges that he 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.



 


		14.	Recoupment.   Notwithstanding any provision of this Notice to the
contrary, the Committee may, in its sole discretion:



 


		(a)	recoup from the Participant all or a portion of the Common Stock issued or cash paid under this
Notice if the Company’s reported financial or operating results are materially and negatively restated within five years
of the issuance or payment of such amounts and may cancel any portion of the SAR not yet exercised (whether or not vested); and



 






    	5



    	 



    
 


		(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 Common Stock issued or cash paid under this Notice within five years of such conduct
and may cancel any portion of the SAR not yet exercised (whether or not vested).



 


In addition,
the SAR is 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 implementing 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, all to the extent
determined by the Company in its discretion to be applicable to the Participant.


 


		15.	Stockholder Rights.   Prior to exercise and receipt of any underlying
Common Stock, a Participant shall have no rights of a stockholder with respect to the shares of Common Stock subject to the SAR.



 


		16.	Code Section 409A; No Guarantee of Tax Consequences.   This award
of the SAR is intended to be exempt from Code Section 409A and the provisions hereof shall be interpreted and administered consistently
with such intent. 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.



 


		17.	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, the Employer and any Affiliates for the exclusive purpose of implementing, administering
and managing the Participant’s participation in the Plan.



 


			The Participant understands that the Company, the Employer and any Affiliates 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, job title, any shares of stock
or directorships held in the Company, details of any SAR or any other entitlement to shares of stock awarded, canceled, exercised,
vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and
managing the Plan (“Data”).



 


			The Participant understands that Data will be transferred to such stock 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 his or her human resources representative.
The Participant authorizes the Company 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 his or her human resources
representative. 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 Employment status or service and career
with the Employer 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 SAR 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 his or her human resources representative.



 






    	6



    	 



    
 


		18.	Electronic Delivery and Participation. The Company may, in its sole discretion, decide
to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents
to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system
established and maintained by the Company or a third party designated by the Company.



 


		19.	Nature of Grant. In accepting the SAR, the Participant acknowledges, understands
and agrees that:



 


(a)     the
Plan is established voluntarily by the company, it is discretionary in nature and it may be modified, amended, suspended or terminated
by the Company at any time, to the extent permitted by the Plan;


 


(b)     the
grant of the SAR is voluntary and occasional and does not create any contractual or other right to receive future grants of stock
appreciation rights, or benefits in lieu of stock appreciation rights, even if stock appreciation rights have been granted in the
past;


 


(c)     all
decisions with respect to future stock appreciation rights or other grants, if any, will be at the sole discretion of the Company.


 


(d)     the
grant of the SAR and the Participant's participation in the Plan shall not create a right to Employment or be interpreted as forming
an Employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the
Company, the Employer or any Affiliate, as applicable, to terminate the Participant's Employment relationship (if any);


 


(e)     the
Participant is voluntarily participating in the Plan;


 


(f)     the
SAR and the shares of Common Stock subject to the SAR are not intended to replace any pension rights or compensation;


 


(g)     the
SAR and the shares of Common Stock subject to the SAR are not part of normal or expected compensation for purposes of calculating
any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long service awards, pension
or retirement or welfare benefits or similar payments;


 






    	7



    	 



    
 


(h)     the
future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;


 


(i)     no
claim or entitlement to compensation or damages shall arise from forfeiture of the SAR resulting from the termination of Participant's
Employment or other service relationship with the Company or the Employer (for any reason whatsoever whether or not later found
to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's
employment agreement, if any), and in consideration of the grant of the SAR to which the Participant is otherwise not entitled,
the Participant irrevocably agrees never to institute any claim against the Company, its Affiliates or the Employer, waives his
or her ability, if any, to bring any such claim, and releases the Company, its Affiliates and the Employer from any such claim;
if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the
Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents
necessary to request dismissal or withdrawal of such claim;


 


(j)     unless
otherwise provided in the Plan or by the Company in its discretion, the SAR and the benefits evidenced by this Notice do not create
any entitlement to have the SAR or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed
out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and


 


(k)     the
following provisions apply only if the Participant is employed outside the United States:


 


(i)     the
SAR and the shares of Common Stock subject to the SAR are not part of normal or expected compensation or salary for any purpose;
and


 


(ii)     neither
the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant's
local currency and the United States Dollar that may affect the value of the Common Stock or of any amounts due to the Participant
pursuant to the exercise of the SAR or the subsequent sale of any shares of Common Stock acquired upon exercise.


 


		20.	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, or the Participant's
acquisition or sale of the underlying shares of Common Stock. 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.



 


		21.	Amendment and Termination.   Except as otherwise provided in the Plan
or this Notice, no amendment of this Notice 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 written consent of the Participant.



 


		22.	Binding Effect. This Notice shall be binding upon and inure to the benefit of any
successors to the Company and all persons lawfully claiming under the Participant.



 


		23.	Governing Law and Venue. This Notice shall be governed by, and construed in accordance
with, the laws of the State of Texas. The courts in Harris County, Texas shall be the exclusive venue for any dispute regarding
the Plan or this Notice.



 






    	8



    	 



    
 


		24.	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.



 


		25.	Imposition of Other Requirements. The Company reserves the right to impose other
requirements on the Participant's participation in the Plan, on the SAR and on any shares of Common Stock 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.



 


		26.	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 by the Participant or any
other Participants.



 






    	9



    	 



    
 





2009 ROWAN COMPANIES, INC. INCENTIVE
PLAN


 


PERFORMANCE UNIT AWARD NOTICE


 


		1.	Grant of Performance Units. To carry out the purposes of the 2009 Rowan Companies,
Inc. Incentive Plan (the “Plan”), and subject to the conditions described in this Notice and the Plan, Rowan Companies,
Inc., a Delaware corporation (the “Company”) hereby grants to you (the “Participant”) _____ Performance
Units at target, each valued at $100, effective as ____________, 20__ (the “Grant Date”), with respect to the three-year
performance period commencing January 1, 2012 (the “2012-2014 Grant” or “Grant”). The Grant is intended
to qualify as “qualified performance-based compensation” as described in Code Section 162(m)(4)(C). All capitalized
terms not otherwise defined herein shall have the meanings set forth in the Plan; the Plan is incorporated herein by reference
as a part of this Notice.



 


See
Schedule A for the manner in which the actual number of Performance Units that vest will be determined based on performance. The
Performance Unit measurements and levels (threshold, target, maximum) are provided in Schedule A.


 


		2.	Vesting. Subject to the adjustments described in Schedule A and certification of
the level of attainment of the performance goal by the Company’s Compensation Committee in accordance with the requirements
of Code Section 162(m), the 2012-2014 Grant shall be vested on the basis of the certified level of attainment on the third anniversary
of the Grant Date; if the Employment of the Participant terminates for any reason prior to such date, the 2012-2014 Grant shall
be forfeited.



 


In the event of a Change in Control,
the greater of the number of Performance Units (a) initially granted at target under Section 1 above or (b) based on the
then-current expected level of attainment as determined by the Compensation Committee as of the date of the Change in Control shall
be fully vested immediately prior to the Change in Control. Notwithstanding any provisions or definitions contained in the Plan,
for purposes of the 2012-2014 Grant, a merger or other transaction shall not constitute a Change in Control if it is effected for
the purpose of changing the place of incorporation or form of organization of the Company or the ultimate parent company of the
Company and its Affiliates.


 


		3.	establishment of Accounts.
The Company shall maintain an appropriate bookkeeping record that from time to time will reflect the Participant’s name,
the number of Performance Units initially credited to the Participant (and as subsequently measured as provided in Schedule A)
and the value of the Performance Units credited to the Participant (the “Account”) as determined by the Compensation
Committee. The 2012-2014 Grant of Performance Units at target shall be credited to the Participant’s Account effective as
of the Grant Date and thereafter adjusted as provided in Schedule A.



 


		4.	Reorganization of the Company. The existence of this Notice shall not affect in any
way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issuance
of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof; the dissolution
or liquidation of the Company; any sale or transfer of all or any part of its assets or business; or any other corporate act or
proceeding whether of a similar character or otherwise.



 






    	



    	 



    
 


		5.	Recapitalization Events. In the event of stock dividends, spin-offs of assets or
other extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers, consolidations, reorganizations,
liquidations, issuances of rights or warrants and similar transactions or events involving the Company (“Recapitalization
Events”), then for all purposes references herein to Common Stock or to Performance Units shall mean and include all securities
or other property (other than cash) that holders of Common Stock are entitled to receive in respect of Common Stock by reason of
each successive Recapitalization Event, which securities or other property (other than cash) shall be treated in the same manner
and shall be subject to the same restrictions as the underlying Performance Units.



 


		6.	Amount of Payment. The amount of the payout
of the Performance Units will be finally determined on the third anniversary of the Grant Date.



 


		7.	Time and Form of Payment; Forfeiture. As soon as administratively practicable following
the earlier of (i) the third anniversary of the Grant Date or (ii) a Change in Control, payment to the Participant of
amounts due hereunder shall be made in Common Stock, in cash or a combination of Common Stock and cash, as determined in the sole
discretion of the Committee; provided, however, that in no event shall payment be made later than the 15th day of the third month
following the end of the calendar year in which vesting occurs (as provided in Section 2 above). Upon termination of Employment
for any reason prior to the earlier of (i) the third anniversary of the Grant Date and (ii) a Change in Control, the Performance
Units shall be forfeited immediately upon termination.



 


		8.	Transfer of Performance Units. No right to receive payment hereunder shall be transferable
or assignable by the Participant, except by will or the laws of descent and distribution in the event of a Participant’s
death after vesting as provided in Section 2 above.



 


		9.	Certain Restrictions. The Participant acknowledges that he or she will enter into
such written representations, warranties and agreements 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.



 


		10.	Recoupment. Notwithstanding any provision of this Notice to the contrary, the Committee
may, in its sole discretion:



 


		(a)	recoup from the Participant all or a portion of the Common Stock issued or cash paid under this
Notice if the Company’s reported financial or operating results are materially and negatively restated within five years
of the grant or payment of such amounts; 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 Common Stock issued or cash paid under this Notice within five years of such conduct.



 


In addition,
the Grant is 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 implementing 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, all to the extent
determined by Company in its discretion to be applicable to the Participant.


 






    	2



    	 



    
 


		11.	Code Section 409A; No Guarantee of Tax Consequences. This award of Performance Units
is intended to be exempt from Code Section 409A and the provisions hereof shall be interpreted and administered consistently with
such intent. 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.



 


		12.	Responsibility for Taxes. The Participant acknowledges that, regardless of any action
taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for
all income tax, social insurance contributions, national insurance contributions, payroll tax, fringe benefits tax, payment on
account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant
(“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld
by the Company or the Employer. The Company and/or the Employer (i) make no representations or undertakings regarding the treatment
of any Tax-Related Items in connection with any aspect of the Grant, including, but not limited to, the grant, vesting or payment
of the Performance Units, the issuance of shares of Common Stock or cash pursuant to such payment, the subsequent sale of any shares
of Common Stock acquired pursuant to such issuance and the receipt of any dividends, and (ii) do not commit to and are under no
obligation to structure the terms of the Grant or any aspect of the Performance Units to reduce or eliminate the Participant’s
liability for Tax-Related Items or achieve any particular tax result. Further, 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 Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold
or account for Tax-Related Items in more than one jurisdiction.



 


Prior
to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory
to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or
the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items
by one or a combination of the following:


 


		(a)	withholding from the Participant’s wages or other cash compensation paid to the Participant
by the Company and/or the Employer; or



 


		(b)	withholding from payout of the Performance Units either through withholding of cash or, if paid
in shares of Common Stock, a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf
pursuant to this authorization); or



 


		(c)	if the Performance Units are paid in shares of Common Stock, withholding in shares of Common Stock
to be issued upon payment of the Performance Units, provided, however, that if the Participant is a Section 16 officer of the Company
under the Exchange Act, the Participant may elect the method of withholding from alternatives (a) – (c) herein in advance
of any relevant withholding event, and in the absence of the Participant’s timely election, the Company will withhold in
shares of Common Stock upon the relevant withholding event.



 


Depending
on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory
withholding amounts or other applicable withholding rates, including maximum applicable rates in which case the Participant will
receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation
for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant is deemed to have
been issued the full number of shares of Common Stock subject to the vested portion of the Performance Units, notwithstanding that
a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.


 






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The
Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may
be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied
by the means previously described. The Company may refuse to pay amounts due hereunder if the Participant fails to comply with
the Participant’s obligations in connection with the Tax-Related Items.


 


For
Participants subject to tax in the United Kingdom, if payment or withholding of the income tax due in connection with the Grant
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 shall constitute a loan owed by you to the Employer, effective on the Due Date. The loan will bear interest at the then-current
official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the
Company or the Employer may recover it at any time thereafter by any of the means referred to herein or otherwise permitted under
the Plan. Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning
of Section 13(k) of the Exchange Act), the Participant shall not be eligible for a loan to cover the income tax due as described
above. In the event the Participant is such a director or executive officer and the income tax due is not collected from or paid
by the Participant by 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”) will be payable. The Company or the Employer 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.


 


		13.	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, the Employer and any Affiliates for the exclusive purpose of implementing, administering
and managing the Participant’s participation in the Plan.



 


The
Participant understands that the Company, the Employer and any Affiliates 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, job title, any shares of stock or directorships held in the Company,
details of all Performance Units or any other entitlement to cash or shares of stock awarded, canceled, exercised, vested, unvested
or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan
(“Data”).


 


The
Participant understands that Data will be transferred to such stock 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 his or her human resources representative. The Participant authorizes
the Company 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 his or her human resources representative. 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 Employment status or service and career with the Employer
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 Performance Units 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 his or her human resources representative.


 






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		14.	Electronic Delivery and Participation. The Company may, in its sole discretion, decide
to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents
to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system
established and maintained by the Company or a third party designated by the Company.



 


		15.	Nature of Grant. The Participant acknowledges and agrees that:



 


		(a)	the Plan is established voluntarily by the Company, it is discretionary in nature and it may be
modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;



 


		(b)	the Grant is voluntary and occasional and does not create any contractual or other right to receive
future grants of Performance Units, or benefits in lieu of Performance Units, even if Performance Units have been granted in the
past;



 


		(c)	all decisions with respect to future Performance Units or other awards, if any, will be at the
sole discretion of the Company;



 


		(d)	the Grant and the Participant’s participation in the Plan shall not create a right to Employment
or be interpreted as forming an Employment or services contract with the Company, the Employer or any Affiliate and shall not interfere
with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate the Participant’s Employment
relationship (if any);



 


		(e)	the Participant is voluntarily participating in the Plan;



 


		(f)	the Performance Units are not intended to replace any pension rights or compensation;



 






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		(g)	the Performance Units and the income and value of same, are not part of normal or expected compensation
for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service
awards, pension or retirement or welfare benefits or similar payments;



 


		(h)	no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance
Units resulting from the Participant ceasing to provide Employment or other services to the Company or the Employer (for any reason
whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is
employed or the terms of the Participant's employment agreement, if any), and in consideration of the Grant to which the Participant
is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, its Affiliates
or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, its Affiliates and the Employer
from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by
participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute
any and all documents necessary to request dismissal or withdrawal of such claim;



 


		(i)	for purposes of this Grant, the Participant will no longer be considered an Employee as of the
date the Participant ceases to actively provide services to the Company or an Affiliate; further, in the event the
Participant ceases to be an Employee (for any reason whatsoever, whether or not later to be found invalid or in breach of employment
laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment agreement, if any), unless
otherwise provided in this Notice or determined by the Company, the Participant’s right to vest in or received payment pursuant
to the Performance Units under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively
providing services and will not be extended by any notice period (e.g., active service would not include any contractual
notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction
where the Participant is employed or the terms of the Participant's employment agreement, if any); the Committee shall have the
exclusive discretion to determine when the Participant is no longer actively providing services for purposes of this Grant (including
whether the Participant may still be considered to be providing services while on an approved leave of absence);



 


		(j)	unless otherwise provided in the Plan or by the Company in its discretion, the Performance Units
and the benefits evidenced by this Notice do not create any entitlement to have the Performance Units or any such benefits transferred
to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction
affecting the shares of the Company; and



 


		(k)	the following provisions apply only if the Participant is employed outside the United States:



 


		(i)	the Performance Units and the income and value of same are not part of normal or expected compensation
or salary for any purpose; and



 


		(ii)	neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate
fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Performance
Units or of any amounts due to the Participant pursuant to the payment of the Performance Units or the subsequent sale of any shares
of Common Stock acquired upon settlement.



 






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		16.	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, or the Participant’s
acquisition or sale of the underlying shares of Common Stock. 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.



 


		17.	Amendment and Termination. Except as otherwise provided in the Plan or this Notice,
no amendment of this Notice 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 written consent of the Participant.



 


		18.	Binding Effect. This Notice shall be binding upon and inure to the benefit of any
successors to the Company and all persons lawfully claiming under the Participant.



 


		19.	Governing Law and Venue. This Notice shall be governed by, and construed in accordance
with, the laws of the State of Texas. The courts in Harris County, Texas shall be the exclusive venue for any dispute regarding
the Plan or this Notice.



 


		20.	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.



 


		21.	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 by the Participant or any
other Participants.







 






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SCHEDULE A


 


You have been granted Performance Units
(“PUs”) as of March 7, 2012, each of which has a grant date target value of $100. The amount
ultimately payable for each PU granted, if any, is linked to the Company’s Relative Total Shareholder Return (“TSR”)
over the 2012-2014 period. Such amount would be payable after the March 7, 2015 vesting date, and may be anywhere from $0 to $200
per unit, depending on the Company’s TSR ranking during the three-year performance period ending on December 31, 2014
relative to a group of peer companies (the "Peer Group"). The Peer Group currently consists of Atwood, Diamond
Offshore, Ensco, Noble Corp, Seadrill and Transocean, but may be modified as deemed necessary by the Committee.


 


While there will be no payout until after
the vesting date, you will be notified of the PU notional value after the end of each annual performance period as follows:


 


January 1 – December 31, 2012 –
25% of PU value measured


 


January 1 – December 31, 2013 –
25% of PU value measured


 


January 1 – December 31, 2014 – 25% of PU value
measured


 


January 1, 2012 – December 31, 2014 – remaining
25% of PU value measured


 


Each value determined above will not be
subject to further adjustment, unless deemed necessary by the Committee and only to the extent such adjustment would not cause
the PUs to fail to constitute “qualified performance-based compensation” within the meaning of Code Section 162(m)(4)(C).
As an example, if the Company’s TSR ranked at the top of the Peer Group for the 2012 period, the 25% of PU value for the
2012 performance period would be measured at $50 (200% of the 25% potential value). If you are still employed with the Company
on the vesting date, you would receive this value (in stock or cash) on or after the March 7, 2015 vesting date (and in any event
within the period set forth in the Award Notice). If the Company’s 2013 TSR ranked at the bottom of the Peer Group, the 25%
of PU value for the 2013 performance period would be measured at $0, though no change would be made the value measured for 2012.


 


TSR is calculated with respect to each
performance period for the Company as the result of dividing (a) the average closing price of the Common Stock for the last twenty-five
(25) trading days of the applicable performance period (plus any dividends paid per share by any of the companies during the applicable
performance period), less the average closing price of Common Stock for the twenty-five (25) trading days immediately preceding
the performance period, by (b) the average closing price of Common Stock for the twenty-five (25) trading days immediately preceding
the performance period. TSR is calculated with respect to each performance period for the companies in the Peer Group on the same
basis as TSR is calculated for the Company. The Company’s TSR will be interpolated between the peer ranked immediately above
the Company and the peer ranked immediately below the Company. If the Company is at the bottom of the peer group for any period,
there will be no performance unit value attributable to that period.


 






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The following
chart demonstrates the PU value (as a % of target) for each level of performance, and illustrates the slope of the payout
line.


 


	RDC
    Performance Rank	7th	6th	5th	4th	3rd	2nd	1st
	Unit

        Value
	0	33%	67%	100%	133%	167%	200%


 


 




 


By way of explanation – if Rowan
is the 4th in our peer group in terms of Relative TSR in each year and for the three year period, the PUs granted would
pay out at target, or $100 per unit (payable in cash or stock at the Committee’s discretion)


 


 



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