exv10w51



 





Exhibit 10.51




GLOBALSANTAFE CORPORATION

MANAGEMENT ANNUAL INCENTIVE PLAN FOR 2003




PURPOSE AND PARTICIPANTS



The purpose of the Management Annual Incentive Plan for 2003 is to provide
management employees of GlobalSantaFe Corporation and its subsidiaries with
effective incentives in respect of their service during 2003. The plan does
this by focusing management on and rewarding performance that is superior when
evaluated against the company’s own internal performance measures and against
measures of performance relative to other companies in GlobalSantaFe’s industry
peer group, particularly in areas that enhance shareholder value. All
management employees of GlobalSantaFe Corporation and its subsidiaries in
salary grades 40 and above are eligible to participate in the plan, although
such eligibility shall not create or imply any promise or other obligation of
GlobalSantaFe Corporation or any of its subsidiaries or any right of any
individual employee or of the collective employees of GlobalSantaFe Corporation
and its subsidiaries.



THE PLAN



The Target Bonus Pool. A target bonus pool will be calculated as the sum of
all the eligible participants’ target award amounts. Each participant’s
target award amount will be calculated as the product of the participant’s base
pay for 2003 times the target bonus percentage for his salary grade, as
indicated in Table A. The resulting amounts for all participants in all
eligible salary grades will be added to arrive at the pool’s base dollar
amount. The total base dollar amount will then be allocated to the performance
measures listed in Table B, based on the percentages listed opposite the two
measures.



Performance Measures. The pool is based on two objective measures, one of
which is an internal measure and one of which is a measure of performance
relative to other companies in GlobalSantaFe’s industry peer group. The two
measures for 2003 are: 1) consolidated operating cash flow; and 2) consolidated
return on net asset value (net income relative to the fair market value of
consolidated assets) compared to the company’s peers. The operating cash flow
measure is targeted to comprise 70% of the total bonus pool, and the return on
assets measure, 30%. A specific goal has been set for each of the two
performance measures, such that exactly meeting the goal will result in
authorization to pay 100% of the base dollar amount allocated to that
performance measure. If the goal is not fully met, then a percentage between
0% and 100%, the exact percentage dependent on the exact amount of the
shortfall, of that measure’s base amount will be authorized for bonus awards.
If the goal is exceeded, then a percentage between 100% and a maximum 200%, the
exact percentage dependent on the exact amount by which the goal is exceeded,
of that measure’s base dollar amount will be authorized.




 









 







Determination of Individual Bonuses. At its first meeting in 2004, the
Compensation Committee of the Board of Directors of GlobalSantaFe Corporation
will certify the level of 2003 performance achieved under the plan’s
performance measures. The appropriate multiplier for each measure, determined
from Table B in the attachment, will then be applied to the base dollar amount
allocated to that measure, and the resulting amounts for each measure will be
added to determine the total amount authorized for bonuses from the pool.



Individual bonuses will be based on individual merit. In the instance of the
five most highly-paid executive officers, 80% of their target bonus awards, as
listed in Table A, are designed to be based on company performance, per the two
objective performance measures described above, and 20% of their target bonus
awards are designed to be based on individual achievement toward strategic
goals of the company. Bonuses will be paid in cash or, at the Compensation
Committee’s discretion, can be paid in shares of GlobalSantaFe Corporation
common stock in lieu of cash (applicable withholding taxes being paid in cash).



RESPONSIBILITY AND AUTHORITY



The Chief Executive Officer and the Senior Vice President, Human Resources and
Corporate Affairs of GlobalSantaFe Corporation will take all such actions, do
all such things, make all such payments, and sign and deliver all such
documents and instruments as either or both of them may at any time or from
time to time deem necessary or desirable in order to implement this plan.




 









 





MANAGEMENT ANNUAL INCENTIVE PLAN FOR 2003




TABLE A




Target Bonus




	 	 	 
	Salary	 	Percent of
	Grades
	 	Salary

	40-42

43-46

Senior Officers

CEO/Chairman
	 	35%

40%

60%-65%

100%







TABLE B




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Performance	 	Percentage of	 	Factors Determining Performance	 	 	 	 	 	 
	Measure
	 	Target Bonus
	 	Measure Multiplier (1)
	 	 	 	 	 	 
	Consolidated

Operating

Cash Flow

	 	 	70	%	 	Company Performance

Performance Measure Multiplier
	 	<=$400 million

0
	 	$550 million

1.0
	 	>=$700 million

2.0
	

	Consolidated

Return on

Assets

	 	 	30	%	 	Company Performance vs. Peer Group (2)

Performance Measure Multiplier
	 	<=25th Pctile

0
	 	75th Pctile

1.0
	 	>=90th
Pctile

2.0
	

	

	 	 	100 	%	 	 	 	 	 	 	 	 
	 	 	














	(1)	 	Performance between the targets shown is based on straight-line
interpolation.
	 
	(2)	 	Peer group companies are: Diamond Offshore Drilling, ENSCO International,
Nabors Industries, Noble Drilling, Pride International, Rowan Companies,
and Transocean Inc.




 









 










GLOBALSANTAFE CORPORATION

KEY EMPLOYEE ANNUAL INCENTIVE PLAN FOR 2003



PURPOSE AND PARTICIPANTS



The purpose of the Key Employee Annual Incentive Plan for 2003 is to provide
management employees of GlobalSantaFe Corporation and its subsidiaries with
effective incentives in respect of their service during 2003. The plan does
this by focusing management on and rewarding performance that is superior when
evaluated against the company’s own internal performance measures and against
measures of performance relative to other companies in GlobalSantaFe’s industry
peer group, particularly in areas that enhance shareholder value. All
management employees of GlobalSantaFe Corporation and its subsidiaries in
salary grades 34 through 39, except those employees who are participants in the
ADTI and CMI Annual Incentive Plan for 2003, are eligible to participate in the
plan, although such eligibility shall not create or imply any promise or other
obligation of GlobalSantaFe Corporation or any of its subsidiaries or any right
of any individual employee or of the collective employees of GlobalSantaFe
Corporation and its subsidiaries.



THE PLAN



The Target Bonus Pool. A target bonus pool will be calculated as the sum of
all the eligible participants’ target award amounts. Each participant’s
target award amount will be calculated as the product of the participant’s base
pay for 2003 times the target bonus percentage for his salary grade, as
indicated in Table A. The resulting amounts for all participants in all
eligible salary grades will be added to arrive at the pool’s base dollar
amount. The total base dollar amount will then be allocated to the performance
measures listed in Table B, based on the percentages listed opposite the two
measures.



Performance Measures. The pool is based on two objective measures, one of
which is an internal measure and one of which is a measure of performance
relative to other companies in GlobalSantaFe’s industry peer group. The two
measures for 2003 are: 1) consolidated operating cash flow; and 2) consolidated
return on net asset value (net income relative to the fair market value of
consolidated assets) compared to the company’s peers. The operating cash flow
measure is targeted to comprise 70% of the total bonus pool, and the return on
assets measure, 30%. A specific goal has been set for each of the two
performance measures, such that exactly meeting the goal will result in
authorization to pay 100% of the base dollar amount allocated to that
performance measure. If the goal is not fully met, then a percentage between
0% and 100%, the exact percentage dependent on the exact amount of the
shortfall, of that measure’s base amount will be authorized for bonus awards.
If the goal is exceeded, then a percentage between 100% and a maximum 200%, the
exact percentage dependent on the exact amount by which the goal is exceeded,
of that measure’s base dollar amount will be authorized.




 









 







Determination of Individual Bonuses. At its first meeting in 2004, the
Compensation Committee of the Board of Directors of GlobalSantaFe Corporation
will certify the level of 2003 performance achieved under the plan’s
performance measures. The appropriate multiplier for each measure, determined
from Table B in the attachment, will then be applied to the base dollar amount
allocated to that measure, and the resulting amounts for each measure will be
added to determine the total amount authorized for bonuses from the pool.



Individual bonuses from the pool will be based on individual merit. Bonuses
will be paid in cash or, at the Compensation Committee’s discretion, can be
paid in shares of GlobalSantaFe Corporation common stock in lieu of cash
(applicable withholding taxes being paid in cash).



RESPONSIBILITY AND AUTHORITY



The Chief Executive Officer and the Senior Vice President, Human Resources and
Corporate Affairs of GlobalSantaFe Corporation will take all such actions, do
all such things, make all such payments, and sign and deliver all such
documents and instruments as either or both of them may at any time or from
time to time deem necessary or desirable in order to implement this plan.




MAIP2003(word-aak)




 









 








KEY EMPLOYEE ANNUAL INCENTIVE PLAN FOR 2003




TABLE A




Target Bonus




	 	 	 
	Salary	 	Percent of
	Grades
	 	Salary

	34 — 35

36 — 37

38 — 39
	 	20%

25%

30%








TABLE B




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Performance	 	Percentage of	 	Factors Determining Performance	 	 	 	 	 	 
	Measure
	 	Target Bonus
	 	Measure Multiplier (1)
	 	 	 	 	 	 
	Consolidated

Operating

Cash Flow

	 	 	70	%	 	Company Performance

Performance Measure Multiplier
	 	<=$400 million

0
	 	$550 million

1.0
	 	>=$700 million

2.0
	

	Consolidated

Return on

Assets

	 	 	30	%	 	Company Performance vs. Peer Group (2)

Performance Measure Multiplier
	 	<=25th Pctile

0
	 	75th Pctile

1.0
	 	>=90th
Pctile

2.0
	

	

	 	 	100 	%	 	 	 	 	 	 	 	 
	 	 	














	(1)	 	Performance between the targets shown is based on straight-line
interpolation.
	 
	(2)	 	Peer group companies are: Diamond Offshore Drilling, ENSCO International,
Nabors Industries, Noble Drilling, Pride international, Rowan Companies
and Transocean Inc.