Form of Pacific Drilling S.A. 2011 Omnibus Stock Incentive Plan Notice


 Exhibit 4.5 
 FORM OF 
 PACIFIC DRILLING S.A. 

2011 OMNIBUS STOCK INCENTIVE PLAN 
 NOTICE OF RESTRICTED STOCK UNIT GRANT 
 Pacific Drilling S.A. (the
“Company”) hereby grants you (the “Recipient”) the following Restricted Stock Units representing the right to receive shares of the Company’s share capital (“Shares”). The terms and conditions of this grant of
Restricted Stock Units are set forth in this notice below, as well as in the attached Restricted Stock Unit Agreement (the “Restricted Stock Unit Agreement”) and the Pacific Drilling S.A. 2011 Omnibus Stock Incentive Plan (the
“Plan”), both of which are attached to and made a part of this document. 
  

			
	Date of Grant:	  	[                    ]
		
	Name of Recipient:	  	[                    ]
		
	Number of Restricted Stock
Units:	  	[            ]
		
	Vesting Schedule:	  	 [                    ]



 By signing this document, you acknowledge receipt of a copy of the Plan, and agree that (a) you
have carefully read, fully understand and agree to all of the terms and conditions described in the attached Restricted Stock Unit Agreement and the Plan document; (b) you understand and agree that the Plan, Restricted Stock Unit Agreement, and
Notice of Restricted Stock Unit Grant, including its cover sheet and attachments, constitutes the entire understanding between you and the Company regarding this award of Restricted Stock Units, and that any prior agreements, commitments or
negotiations concerning this grant of Restricted Stock Units are replaced and superseded; (c) you have been given an opportunity to consult your own legal and tax counsel with respect to all matters relating to this grant of Restricted Stock
Units prior to signing this cover sheet and that you have either consulted such counsel or voluntarily declined to consult such counsel and (d) any tax liability or other adverse tax consequences to you resulting from the grant or vesting of
the Restricted Stock Units will be the responsibility of, and will be borne entirely by, you. 







									
	[NAME]	 		 	 PACIFIC DRILLING S.A.
 SOCIÉTÉ ANONYME

	  
	 		 	 37, rue d’Anvers
 L-1130 Luxembourg

	Date:	 	  
	 		 		 	
		 		 		 	By:	 	  

					
		 		 		 	Title:	 	  

		 		 		 	Date:	 	  



  

PACIFIC DRILLING S.A. 
 NOTICE OF RESTRICTED STOCK UNIT GRANT 
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 PACIFIC DRILLING S.A. 

2011 OMNIBUS STOCK INCENTIVE PLAN 
 RESTRICTED STOCK UNIT AGREEMENT 
  

	 	SECTION 1.	THE GRANT. 


Subject to the conditions set forth below, the Company hereby grants you, effective as of the Date of Grant set forth in the Notice of
Restricted Stock Unit Grant (“Notice”), as a matter of separate inducement but not in lieu of any other compensation for your services to the Company, an award (the “Award”) consisting of the aggregate number of Restricted Stock
Units set forth in the Notice in accordance with the terms and conditions set forth in the Notice, herein, and in the Plan. 
  

	 	SECTION 2.	VESTING. 

 Subject
to the terms and conditions of the Plan and this Restricted Stock Unit Agreement (the “Agreement”), your Restricted Stock Units will become vested in accordance with the schedule set forth in the Notice. After your service to the Company
or its Affiliates terminates for any reason, vesting of your Restricted Stock Units immediately stops and the Restricted Stock Units that are not vested as of the date your service to the Company or its Affiliates terminates shall be forfeited
immediately. 
  

	 	SECTION 3.	DELIVERY; CERTIFICATES; LEGENDS. 

 (a) Within 30 days following the vesting of the Restricted Stock Units, the Company shall cause a certificate or certificates for Shares to be issued without legend (except for any legend required
pursuant to applicable securities laws or any other agreement to which you are a party) in your name in cancellation for the Restricted Stock Units that are vested, if any, as of such date. 

(b) The Company, in its sole discretion, may elect to deliver certificates either in certificate form or electronically to a brokerage
account established for your benefit at a brokerage/financial institution selected by the Company. You agree to complete and sign any documents and take any additional actions that the Company may request to enable it to deliver the shares on your
behalf. 
 (c) You agree that the Shares which you may acquire pursuant to this Agreement will not be sold or otherwise disposed
of in any manner which would constitute a violation of any applicable federal, state, or foreign securities laws. You also agree that (i) the Company may refuse to register the transfer of the Shares acquired pursuant to this Agreement 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 (ii) the Company may give related instructions to its
transfer agent, if any, to stop registration of the transfer of such Shares. 

  

PACIFIC DRILLING S.A. 

RESTRICTED STOCK UNIT AGREEMENT 








	 	SECTION 4.	NONTRANSFERABILITY OF RESTRICTED STOCK UNITS. 

 You may not sell, transfer, pledge, exchange, hypothecate or dispose of the Restricted Stock Units. A breach of these terms of this Agreement shall cause a forfeiture of the Restricted Stock Units.

  

	 	SECTION 5.	NO SHAREHOLDER RIGHTS. 

 The Restricted Stock Units granted pursuant to this Agreement do not and shall not entitle you to any rights of a holder of Shares prior to the date Shares are issued to you in settlement of the Award.

  

	 	SECTION 6.	PAYMENT OF TAXES. 


You will not receive your Shares following the lifting of the restrictions described herein unless you pay, or make acceptable
arrangements to pay, any taxes required to be withheld as a result of the vesting of the Shares of Restricted Stock Units. You hereby authorize withholding from payroll or any other payment due to you from the Company or any Affiliate to satisfy any
such withholding tax obligation. You may also, subject to and pursuant to procedures described under this Agreement and the Plan, and at the sole and plenary discretion of the Committee, pay all or part of your withholding obligation by using any
Shares that you own. 
  

	 	SECTION 7.	COMPLIANCE WITH SECURITIES LAW. 

 Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to
such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign
securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration statement under the
Securities Act of 1933, as amended (the “Act”), is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms
of an applicable exemption from the registration requirements of the Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the
lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance
hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may
be requested by the Company. From time to 

  

PACIFIC DRILLING S.A. 

RESTRICTED STOCK UNIT AGREEMENT 

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time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and
other appropriate Persons to make shares of Shares available for issuance. 
  

	 	SECTION 8.	RESALE RESTRICTIONS/MARKET STAND-OFF. 

 In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the U.S. Securities Act of 1933, as amended,
including the Company’s initial public offering, you may be prohibited from engaging in any transaction with respect to any of the Company’s Shares without the prior written consent of the Company or its underwriters for a period of time
communicated to you by the Company. 
  

	 	SECTION 9.	RETENTION RIGHTS. 


This Agreement does not give you the right to serve as a member of the Board or be retained by the Company or its Affiliates in any other
capacity. The Company and its Affiliates reserves the right to terminate your service at any time and for any reason without thereby incurring any liability to you. 
  

	 	SECTION 10.	SHAREHOLDER’S AGREEMENT. 

 Prior to the consummation of any initial public offering of Shares by the Company, as a condition of delivery of Shares pursuant to the vesting of your Restricted Stock Units, if required by the
Committee, you shall be required to execute, as a condition of delivery of such Shares, a Shareholder’s agreement in a form approved by the Committee (the “Shareholder’s Agreement”). The Shareholder’s Agreement may contain
(i) restrictions on your transfer and sale of such Shares, (ii) obligations for you to sell such Shares in connection with a sale of interests in the Company or its affiliates and (iii) such other restrictions and obligations as the
Committee determines, in its sole discretion, to impose, all of which will be applicable prior to the consummation of any initial public offering of Shares by the Company. If you fail to execute such Shareholder’s Agreement within the deadline
established by the Committee therefor, your Shares shall be immediately cancelled and of no further effect. 
  

	 	SECTION 11.	TAX DISCLAIMER. 


You agree that you are responsible for consulting your own tax advisor as to the tax consequences associated with the grant and vesting of
your Restricted Stock Units. The tax rules governing Restricted Stock Units are complex, change frequently and depend on the individual taxpayer’s situation. 
 By accepting this grant of Restricted Stock Units, you acknowledge that any tax liability or other adverse tax consequences to you resulting from the grant or vesting of the Restricted Stock Units will be
the responsibility of, and will be borne entirely by, you. YOU ARE THEREFORE ENCOURAGED TO CONSULT YOUR OWN TAX ADVISOR BEFORE ACCEPTING THE GRANT OF THESE RESTRICTED STOCK UNITS. 

  

PACIFIC DRILLING S.A. 

RESTRICTED STOCK UNIT AGREEMENT 

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	 	SECTION 12.	THE PLAN AND OTHER AGREEMENTS. 

 The text of the Plan is incorporated in this Agreement by reference. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan or the
Notice. The Notice, this Agreement, including its attachments, and the Plan constitute the entire understanding between you and the Company regarding this grant of Restricted Stock Units. Any prior agreements, commitments or negotiations concerning
this grant of Restricted Stock Units are superseded. To the extent the terms of the Notice or this Agreement conflict with the terms of the Plan, the terms of the Notice and this Agreement shall prevail. 

 

	 	SECTION 13.	MISCELLANEOUS PROVISIONS. 

 (a) You understand and acknowledge that (i) the Plan is entirely discretionary, (ii) the Company has reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant
of Restricted Stock Units does not in any way create any contractual or other right to receive additional grants of Restricted Stock Units (or benefits in lieu of Restricted Stock Units) at any time or in any amount and (iv) all determinations
with respect to any additional grants, including (without limitation) the times when Restricted Stock Units will be granted, the number of Shares offered, and the vesting schedule, will be at the sole discretion of the Company. 

(b) You understand and acknowledge that participation in the Plan ceases upon termination of your service to the Company for any reason,
except as may explicitly be provided otherwise in the Plan or this Agreement 
  

	 	SECTION 14.	APPLICABLE LAW. 


This Agreement will be interpreted and enforced under the laws of the State of New York (without regard to their choice of law
provisions). 

  

PACIFIC DRILLING S.A. 

RESTRICTED STOCK UNIT AGREEMENT 

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