exv10w37



 





Exhibit 10.37









	 	 
	 	GlobalSantaFe Corporation

	 	15375 Memorial Dr.

	 	Houston, TX 77079








Notice of Grant of Stock Options




	 	 	 	 
	 	«First_Name» «Last_Name»

	 	Employee ID:
	 	«AddressLine_1»

	 	«Empl_ID»
	 	«AddressLine_2»
	 	 
	 	«Address_Line_3»
	 	 
	 	«City», «State» «Zip»
	 	 






Plan Name: GlobalSantaFe 2003 Long-Term Incentive Plan



Effective                   , you have been granted an option to buy «OPTIONS»
ordinary shares of GlobalSantaFe Corporation at $                   per share. The total
option price of the shares granted is $«Price».



This grant is composed of Incentive Stock Options (ISO) and/or Non-Qualified
Options (NQ), as indicated below. The number of ISO versus NQ options (if any)
has been determined based on current IRS regulations that may limit the number
of your options which can be treated as an ISO.



Your options will vest over a three year period, on the dates indicated below:




	 	 	 	 	 	 	 
	 	 	Number	 	 	 	 
	 	 	of Options
	 	Date Vested
	 	Date Options Expire

	

	 	«ISO1»	 	 	 	 
	

	 	 	

	 	

	

	«ISO2»	 	 	 	 
	

	 	 	

	 	

	

	«ISO3»	 	 	 	 
	

	 	 	

	 	

	

	 	 	 	 	 
	

	«NQ1»	 	 	 	 
	

	 	 	

	 	

	

	«NQ2»	 	 	 	 
	

	 	 	

	 	

	

	«NQ3»	 	 	 	 
	

	 	 	

	 	








 









 






Form 2A(3)

(12-03)



This option is granted under and governed by the terms and conditions of the
GlobalSantaFe 2003 Long-Term Incentive Plan and the attached terms and
conditions, all of which are made a part of this document.




 









 








Form 2A(3)

(12-03)









GLOBALSANTAFE CORPORATION




TERMS AND CONDITIONS

OF

STOCK OPTION GRANT

GlobalSantaFe 2003 Long-Term Incentive Plan




     GLOBALSANTAFE
CORPORATION (the “Company”), desiring to afford you an
opportunity to purchase ordinary shares of the Company, $.01 par value
(“Ordinary Shares”), and to provide you with an added incentive as an employee
of, consultant to, or other person providing key services to the Company or of
one or more of its Related Companies, has established the following terms and
conditions under which it has granted you an option
(“Option”) under the
GlobalSantaFe 2003 Long-Term Incentive Plan to purchase a number of such
Ordinary Shares during a specified term and at a specified price, all as set
forth on the cover page of this Notice of Grant of Stock Options
(“Notice”),
subject to and upon the terms and conditions set forth on the cover page and
below.



     The cover page of this Notice indicates that this Option is either an
Incentive Stock Option or a Non-Qualified Stock Option. If this Option is an
Incentive Stock Option, it is intended, to the extent permitted at any given
time, to qualify as an “incentive stock option” within the meaning of Section
422 of the U.S. Internal Revenue Code of 1986, as amended and in effect at such
time (the “Code”), but no warranty is made as to such qualification. If this
Option is a Non-Qualified Stock Option, it does not qualify as an incentive
stock option within the meaning of Section 422 of the Code. You are urged to
consult your tax advisor prior to exercising this Option and prior to disposing
of any shares acquired upon such exercise.




	1.	 	Specification of Date, Number of Shares, Option Price and Term.






	(a)	 	The date of this Option is the effective date set forth in
the first paragraph on the cover page of this Notice.
	 
	(b)	 	The number of Ordinary Shares optioned hereby is the number
of shares set forth in the first paragraph on the cover page of this
Notice, subject to adjustments under Section 8.
	 
	(c)	 	Subject to adjustments under Sections 6 and 7, the shares
optioned hereby first become purchasable in three annual
installments as set forth in the table on the cover page of this
Notice (“Vesting Table”), each installment first becoming
purchasable at the date set forth for that installment under “Date
Vested” in said table.




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	(d)	 	The per share option price under this Option is the price set
forth in the first paragraph on the cover page of this Notice,
subject to adjustments under Section 8.
	 
	(e)	 	The term of this Option is ten years beginning on the date of
this Option and expiring on the date set forth under “Date Options
Expire” in the table on the cover page of this Notice upon the
expiration of such term, this Option shall expire and may not be
exercised.






	2.	 	Agreement. By accepting this Option and the benefits thereof, you
represent and agree that (i) you will abide by the terms of the Plan and
such other terms and conditions as may be imposed by the committee
appointed by the board of directors to administer the Plan (the
“Committee”), (ii) you will not induce or solicit, directly or indirectly,
any employee of the Company or a Related Company to terminate such
employee’s employment with the Company or such Related Company and (iii)
during the course of employment with the Company or a Related Company and
at all times thereafter, you will not disclose to others or use, whether
directly or indirectly, any Confidential Information. “Confidential
Information” shall mean the information about the Company or a Related
Company that you learned in the course of performing your duties with the
Company or a Related Company, including, without limitation, any
proprietary knowledge, trade secrets, data, information and customer lists
unless such disclosure is required by law or authorized by the Company or
a Related Company.
	 
	3.	 	Installment Provisions and Acceleration. This Option is not exercisable
in any part until the earliest of the dates specified in this Section and
in Sections 6 and 7 below.
	 
	 	 	The installments set forth in the table on the cover page of this Notice
and referred to in Section 1(c) are cumulative, so that each matured
installment or any portion thereof may be exercised at any time until the
expiration or prior termination of this Option.
	 
	 	 	Nothing contained in this section shall be interpreted in a way which
permits you to purchase a number of shares in excess of the number of shares optioned hereby and referred to in Section 1(b).
	 
	4.	 	Method of Exercise. This Option may be exercised from time to time, in
accordance with its terms, by written notice thereof signed and delivered
by you or another person entitled to exercise this Option to the Secretary
of the Company at its principal executive office in Houston, Texas, or as
it may hereafter be located, or to such other person as may be designated
by the Secretary from time to time. Such notice shall state the number of shares being purchased and shall be accompanied by the payment in full in
cash of the option




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	 	 	price for such number of shares. Such payment may also be made, in whole
or in part, by the surrender of Ordinary Shares of GlobalSantaFe
Corporation, any such Ordinary Shares so surrendered to be deemed to have
a value equal to the Fair Market Value (as prescribed by the Plan) of the shares; provided, however, that any such shares used in payment that you
previously acquired from the Company upon exercise of an option or
otherwise shall have been owned by you at least six months prior to the
date of exercise. Promptly after receipt of such notice and payment, the
Company shall issue certificates to you or such other person exercising
this Option.
	 
	 	 	In addition, at your request or the request of another person entitled to
exercise this Option, and to the extent permitted by applicable law, the
Company in its discretion may selectively approve “cashless exercise”
arrangements with a brokerage firm under which such brokerage firm, on
behalf of you or such other person exercising this Option, shall pay to
the Company or its designee the exercise price of this Option or of the
portion being exercised, and the Company or its designee, pursuant to an
irrevocable notice from you or such other person exercising this Option,
shall promptly deliver the shares being purchased to such firm.
	 
	 	 	Upon exercise of this Option, the Company may withhold from the shares to
be delivered shares with a Fair Market Value (as prescribed by the Plan)
sufficient to satisfy all or a portion of any Federal, state and local
tax withholding requirements, or the person exercising this Option may
deliver to the Company Ordinary Shares with a Fair Market Value
sufficient to satisfy all or a portion of such tax withholding
requirements, excluding any shares deemed unacceptable for any reason by
the Committee of the Company’s board of directors administering the
GlobalSantaFe 2003 Long-Term Incentive Plan; provided, however, that the
amount of such tax withholding satisfied by the use of Ordinary Shares
shall in no case exceed the minimum statutory withholding rate.
	 
	5.	 	Transferability. You may not transfer this Option other than by will or
by the laws of descent and distribution or, if applicable, as authorized
by the following sentence, and this Option shall be exercisable during
your lifetime only by you or, if applicable, by a transferee authorized by
the following sentence. To the extent this Option is a nonqualified stock
option and is not subject to incentive stock option treatment under the
Internal Revenue Code or applicable rules or regulations thereunder, this
Option or any portion thereof may be transferred by you to (i) your
spouse, children or grandchildren (“Immediate Family Members”), (ii) a
trust or trusts for your exclusive benefit and/or the exclusive benefit of
Immediate Family Members, (iii) a partnership in which you and/or
Immediate Family Members are the only partners, (iv) a transferee pursuant
to a judgment, decree or order relating to child support, alimony or
marital property rights that is made pursuant to a domestic relations law
of a state or country with competent jurisdiction (a “Domestic Relations
Order”), or (v) such other transferee as may be approved by the Committee
of the board of directors in its sole and absolute




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	 	 	discretion; provided, however, that (x) the board of directors and its
Committee each reserves the right to prohibit any transfer with or
without cause in its sole and absolute discretion, and (y) subsequent
transfers of this Option or any portion thereof are prohibited except
those to or by you in accordance with this Section, by will or the laws
of descent and distribution, or pursuant to a Domestic Relations Order.
Following any transfer, this Option shall continue to be subject to the
same terms and conditions as were applicable immediately prior to
transfer, and any and all references to you in this Notice shall be
deemed to refer to the transferee; provided, however, that any and all
references to employment or events of termination of employment shall
continue to mean your employment or events of termination of your
employment, and following any such event the options shall be exercisable
by the transferee only to the extent and for the periods specified in
this Notice. In addition, notwithstanding any transfer of this Option or
any portion thereof, you will continue to be subject to withholding in
connection with any exercise, if applicable, as provided for in the
GlobalSantaFe 2003 Long-Term Incentive Plan. Each transfer shall be
effected by written notice thereof duly signed and delivered by the
transferor to the Secretary of the Company at its principal executive
office in Houston, Texas, or as it may hereafter be located, or to such
other person as may be designated by the Secretary from time to time.
Such notice shall state the name and address of the transferee, the
amount of this Option being transferred, and such other information as
may be requested by the Secretary or his or her designee. The person or
persons entitled to exercise this Option shall be that person or those
persons appearing on the registry books of the Company as the owner or
owners of this Option, and the Company may treat the person or persons in
whose name or names this Option is registered as the owner or owners of
this Option for all purposes. The Company shall have no obligation to,
or liability for any failure to, notify you or any transferee of any
termination of this Option at or prior to its normal expiration date or
of any event that will or might result in such termination.
	 
	6.	 	Termination of Employment.






	(a)	 	Involuntary Termination Without Cause. If your employment
with the Company or a Related Company is terminated by the Company
or any such Related Company without Cause, your Option shall become
exercisable with respect to a number of previously unpurchasable shares, prorated for the number of months (and partial months) you
were employed from the most recent vesting date until the end of the
full vesting period. With respect to all vested shares, regardless
whether vested as a result of your termination of employment or
vested prior thereto, your Option shall remain exercisable for the
longer of (i) one year following your termination date or (ii) the
period during which you are entitled to receive salary continuation
under any agreement, policy, plan or other arrangement with the
Company or any of its Related Companies; provided, however, that
your Option shall in no event remain exercisable




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	 	 	beyond the term of the Option. Upon expiration of the foregoing
period, your Option shall terminate in all respects.
	 
	(b)	 	Voluntary Termination or Termination With Cause. If you
voluntarily terminate your employment with the Company or a Related
Company or if your employment with the Company or a Related Company
is terminated for Cause, your Option, to the extent previously
vested, shall remain exercisable for three months following your
termination date and, thereafter, shall terminate; provided,
however, that your Option shall in no event remain exercisable
beyond the term of the Option. At the time your employment with the
Company and its Related Companies terminates, this Option shall
expire and terminate in all respects as to all shares other than the shares as to which this Option can be exercised at the time of such
termination.
	 
	(c)	 	Retirement. If your employment with the Company and its
Related Companies terminates (for any reason other than Cause, death
or disability) and you have attained your “early retirement date” as
defined in the GlobalSantaFe Retirement Plan for Employees (or would
have attained such “early retirement date” based on your age and
service had you been eligible to participate in such plan), the shares optioned hereby and referred to in Section 1(b) will continue
to become purchasable in accordance with the Vesting Table on the
cover page of this Notice. Your Option shall terminate upon the
expiration of the earlier of (i) the five-year period following the
later of your termination of employment with the Company and its
Related Companies or termination of your service as a member of the
Company’s board of directors or (ii) the term of the Option. If
this subsection (c) and any other subsection of this Section 6 both
apply, this subsection (c) will prevail.
	 
	(d)	 	Termination by Reason of Death or Disability. If your
employment with the Company or a Related Company is terminated as a
result of your death or Disability, your Option will immediately
become exercisable as to the full number of shares optioned hereby
and referred to in Section 1(b), to the extent not previously
exercised, and will remain exercisable as to said full number of shares for the three-year period following the date of death or
Disability; provided, however, that your Option shall in no event
remain exercisable beyond the term of the Option. For purposes of
this Section, the term “Disability” shall mean any complete and
permanent Disability as defined in Section 22(e)(3) of the Code and
determined in accordance with the procedures set forth in the
regulations thereunder.






	 	 	For purposes of this Notice, a termination of your “employment” with the
Company and its Related Companies will be deemed to occur at the close of
business on the earliest of (i) the last day on which you are assigned to
a position with the Company or any of its Related Companies for the
purpose of performing




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	 	 	your occupation, in the case of termination by reason of your death,
disability or retirement, (ii) the last day of an approved leave of
absence if you do not resume the performance of your occupation for the
Company or any of its Related Companies on or before the next business
day, and (iii) the last day on which you are assigned to a position with
the Company or any of its Related Companies for the purpose of performing
your occupation in any other case. For purposes of this Notice, you
shall not be considered to be an employee for the period during which you
are entitled to receive salary continuation under any agreement, policy,
plan or other arrangement with the Company or any of its Related
Companies. To the extent this Option qualifies as an incentive stock
option under the Code, it is expressly noted that an exercise of this
Option after termination of your employment (including an exercise within
the time limits set forth in this Section 6) may, depending on the reason
for such termination and the manner in which this Option is exercised,
disqualify this Option as an incentive stock option for U.S. federal
income tax purposes, and that you should consult your tax advisor before
relying on this Option’s qualification as an incentive stock option.
	 
	 	 	You may be terminated with Cause if you willfully engage in conduct that
is materially injurious to the Company or a Related Company, monetarily
or otherwise; provided, however that (i) no termination of your
employment shall be for Cause until you have been delivered a copy of a
written notice setting forth that you are guilty of the conduct and
specifying the particulars thereof in detail and (ii) termination solely
on account of inadequate performance or incompetence shall not constitute
termination with Cause. No act, nor failure to act, shall be considered
“willful” unless you have acted or failed to act, without a reasonable
belief that your action or failure to act was in the best interest of the
Company or a Related Company. Notwithstanding anything contained in this
Notice to the contrary, your failure to perform after notice of
termination is given by the Company or a Related Company shall not
constitute Cause.
	 
	7.	 	Change in Control. If a Change in Control occurs while you are employed
by the Company or a Related Company or if a Change in Control occurs after
your employment terminates in accordance with Section 6(c), the shares
optioned hereby shall become fully purchasable on the date of such Change
in Control irrespective of the limitations described in Section 1(c).
Your Option shall remain exercisable throughout the Option term.
	 
	 	 	A “Change in Control” means the occurrence of any of the following events:
	 
	 	 	(i)The acquisition by any individual, entity or group (within the
meaning of Section 13(d) or 14(d) of the U.S. Securities Exchange Act of
1934, as amended (the “Exchange Act”)) (a “Person”), other than an
Excluded Person, of the beneficial ownership (within the meaning of Rule
13d-3 under the Exchange Act) of 35% or more of either (A) the then
outstanding ordinary shares of the Company or of any affiliate of the
Company by which you are employed or which directly or indirectly owns or
controls any affiliate by which you are employed (the




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	 	 	“Outstanding Company Ordinary Shares”) or (B) the combined voting power
of the then outstanding voting securities of the Company or of any
affiliate of the Company by which you are employed or which directly or
indirectly owns or controls any affiliate by which you are employed
entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that neither an
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or by any affiliate controlled by the Company
nor an acquisition by an affiliate of the Company that remains under the
Company’s control will constitute a Change in Control; or
	 
	 	 	(ii)Individuals who, as of the date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election
by the Company’s equityholders, was approved by a vote of at least
two-thirds of the directors then comprising the Incumbent Board will be
considered as though such individual were a member of the Incumbent
Board, but excluding for this purpose any such individual whose initial
assumption of office occurs as a result of either an actual or threatened
election contest (meaning a solicitation of the type that would be
subject to Rule 14a-12(c) of Regulation 14A under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or
	 
	 	 	(iii)Approval by the equityholders of the Company of a reorganization,
merger, consolidation or similar transaction to which the Company or any
affiliate is a party, in each case unless, following such reorganization,
merger, consolidation or similar transaction, (A) more than 50% of,
respectively, the then outstanding ordinary shares or shares of common
stock of the corporation or other entity resulting from such
reorganization, merger, consolidation or similar transaction and the
combined voting power of the then outstanding voting securities of such
corporation or other entity entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Ordinary
Shares and Outstanding Company Voting Securities immediately prior to
such reorganization, merger, consolidation or similar transaction in
substantially the same proportions as their ownership, immediately prior
to such reorganization, merger, consolidation or similar transaction, of
the Outstanding Company Ordinary Shares and Outstanding Company Voting
Securities, as the case may be, (B) 50% of, respectively, the then
outstanding ordinary shares or shares of common stock of the parent of
the corporation or other entity resulting from such reorganization,
merger, consolidation or similar transaction and the combined voting
power of the then outstanding voting securities of the parent of such
corporation or other entity entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by the
individuals and entities who were the beneficial owners, respectively, of
the Outstanding Company Ordinary Shares and Outstanding Company Voting
Securities immediately prior to such reorganization, merger,
consolidation or similar transaction, (C) no Person




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	 	 	(excluding the Company, any affiliate of the Company that remains under
the Company’s control, any employee benefit plan (or related trust)
sponsored or maintained by the Company or by any affiliate controlled by
the Company or such corporation resulting from such reorganization,
merger, consolidation or similar transaction, and any Person beneficially
owning, immediately prior to such reorganization, merger, consolidation
or similar transaction, directly or indirectly, 35% or more of the
Outstanding Company Ordinary Shares or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, 35% or more of, respectively, the then outstanding ordinary shares or shares of common stock of the corporation or other entity
resulting from such reorganization, merger, consolidation or similar
transaction or the combined voting power of the then outstanding voting
securities of such corporation or other entity entitled to vote generally
in the election of directors, and (D) at least a majority of the members
of the board of directors of the corporation resulting from such
reorganization, merger, consolidation or similar transaction were members
of the Incumbent Board at the time of the execution of the initial
agreement providing for such reorganization, merger, consolidation or
similar transaction; or
	 
	 	 	(iv)  Approval by the equityholders of the Company of any plan or proposal
which would result directly or indirectly in (A) a complete liquidation
or dissolution of the Company or of any affiliate of the Company by which
you are employed, or (B) any sale or other disposition (or similar
transaction) (in a single transaction or series of related transactions)
of (x) 50% or more of the assets or earnings power of the Company or any
affiliate of the Company by which you are employed or which, directly or
indirectly owns or controls any affiliate by which you are employed or
(y) business operations which generated a majority of the consolidated
revenues (determined on the basis of the Company’s four most recently
completed fiscal quarters for which reports have been completed) of the
Company and its affiliates immediately prior thereto, other than to an
affiliate of the Company or to a corporation or other entity with respect
to which following such sale or other disposition (I) more than 50% of,
respectively, the then outstanding ordinary shares or shares of common
stock of such corporation or other entity and the combined voting power
of the then outstanding voting securities of such corporation or other
entity entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all
of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Ordinary Shares and Outstanding
Company Voting Securities immediately prior to such sale or other
disposition in substantially the same proportions as their ownership,
immediately prior to such sale or other disposition, of the Outstanding
Company Ordinary Shares and Outstanding Company Voting Securities, as the
case may be, (II) no Person (excluding the Company, any affiliate of the
Company that remains under the Company’s control, any employee benefit
plan (or related trust) sponsored or maintained by the Company or by any
affiliate controlled by the Company or such corporation, and any Person
beneficially owning, immediately prior to such sale or other disposition,
directly or indirectly, 35% or more of the Outstanding Company Ordinary
Shares or Outstanding Company Voting Securities, as the




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	 	 	case may be) beneficially owns, directly or indirectly, 35% or more of,
respectively, the then outstanding ordinary shares or shares of common
stock of such corporation or other entity or the combined voting power of
the then outstanding voting securities of such corporation or other
entity entitled to vote generally in the election of directors, and (III)
at least a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of the
execution of the initial agreement or action of the Board providing for
such sale or other disposition of assets; or
	 
	 	 	(v)Approval by the equityholders of the Company of a “merger of equals”
(which for purposes of this Subsection shall mean a merger with another
company of relatively equal size) to which the Company is a party as a
result of which the persons who were equity holders of the Company
immediately prior to the effective date of such merger shall have
beneficial ownership of less than 55% of the combined voting power for
election of members of the board (or equivalent) of the surviving entity
or its parent following the effective date of such merger, provided that
the Board shall have authority to increase said percentage as may in its
sole discretion be deemed appropriate to cover a specific transaction.
	 
	 	 	For purposes of the preceding sentence, the term “Excluded Person” shall
mean and include (i) any corporation beneficially owned by shareholders
of the Company in substantially the same proportion as their ownership of shares of the Company and (iii) the Company and any affiliate of the
Company. Also, for purposes of the preceding sentence, the term “Board”
shall mean the board of directors of the Company.
	 
	8.	 	Adjustments. If outstanding shares of the class then subject to this
Option are increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through
reorganization, recapitalization, reclassification, stock dividend, stock
split or reverse stock split, then there shall be substituted for each
share then subject to the unexercised portion of this Option the number
and class of shares or securities into or for which each outstanding share
of the class subject to this Option shall be so changed or exchanged, all
without any change in the aggregate purchase price for the shares then
subject to the unexercised portion of this Option, but with a
corresponding adjustment in the purchase price per share. Such
adjustments shall become effective on the effective date of any such
transaction; except that in the event of a stock dividend or of a stock
split effected by means of a stock dividend or distribution, such
adjustments shall become effective immediately after the record date
therefor.
	 
	 	 	Upon a dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving
corporation, or upon a sale of substantially all of the property of the
Company (“Terminating Transactions”), this Option shall terminate, unless
provision be made in writing in connection with such transaction for the
assumption of options theretofore granted under the Plan




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	 	 	under which this Option was granted, or the substitution for such options
of any options covering the stock of a successor employer corporation, or
a parent or subsidiary thereof, with appropriate adjustments as to the
number and kind of shares and prices, in which event this Option shall
continue in the manner and under the terms so provided. If this Option
shall terminate pursuant to the foregoing sentence, the person then
entitled to exercise any unexercised portions of this Option shall have
the right, at such time immediately prior to the consummation of the
Terminating Transaction as the Company shall designate, to exercise this
Option to the extent not theretofore exercised.
	 
	 	 	Adjustments under this Section 8 shall be made by the board of directors
or the Committee, whose determination as to what adjustment shall be
made, and the extent thereof, shall be final, binding and conclusive. No
fractional shares of stock shall be issued under this Option or in
connection with any such adjustment.
	 
	9.	 	Limitation. You or any other person entitled to exercise this Option
shall be entitled to the privileges of stock ownership in respect of shares subject to this Option only when such shares have been issued and
delivered as fully paid shares upon exercise of this Option in accordance
with its terms.
	 
	10.	 	Requirements of Law and of Stock Exchanges. The issuance of shares upon
the exercise of this Option shall be subject to compliance with all of the
applicable requirements of law with respect to the issuance and sale of
such shares. In addition, neither the Company nor any Related Company
shall be required to issue or deliver any certificate or certificates for
such purchase upon exercise of this Option prior to the admission of such shares to listing on notice of issuance on any stock exchange on which shares of the same class are then listed.
	 
	 	 	By accepting this Option, you represent and agree for yourself and your
transferees by will or by the laws of descent and distribution or
otherwise that unless a registration statement under the Securities Act
of 1933 is in effect as to shares purchased upon any exercise of this
Option, any and all shares so purchased shall be acquired for investment
and not for sale or distribution and each notice of the exercise of any
portion of this Option shall be accompanied by a representation and
warranty in writing, signed by the person entitled to exercise the same,
that the shares are being so acquired by good faith for investment and
not for sale or distribution. In the event the Company’s legal counsel
shall, at the Company’s request, advise it that registration under the
Securities Act of 1933 of the shares as to which this Option is at the
time being exercised is required prior to issuance thereof, neither the
Company nor any Related Company shall be required to issue or deliver
such shares unless and until such legal counsel shall advise that such
registration has been completed or is not required.
	 
	 	 	By accepting this Option you further represent and agree for yourself and
your transferees by will or the laws of descent and distribution that if
you are an officer




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	 	 	of the Company or any other person who might be deemed an “affiliate” of
the Company under the Securities Act of 1933 at the time any shares
acquired upon exercise of this Option are proposed to be sold, you or
they will not sell any shares purchased on exercise of this Option (a)
without giving thirty-days’ advance notice in writing to the Company, and
(b) until the Company has advised you or them that such sale may be made
without registration under the Securities Act of 1933 or, if such
registration is required, that such registration has been effected.
	 
	11.	 	Definition of Certain Terms. The term “Related
Company” means any
affiliate of the Company and any other business venture in which the
Company has a significant interest as determined in the discretion of the
Committee of the board of directors. The term “you,” and related terms
such as “your” used in this Notice refer to the individual whose name
appears first on the cover page of this Notice.
	 
	12.	 	Continued Employment and Future Grants. Neither the grant of this Option
nor the other arrangements outlined herein give you the right to remain in
the employ of the Company or any Related Company or to be selected to
receive similar or identical grants in the future.
	 
	13.	 	Notices. Notice or other communication to the Company with respect to
this Notice must be made in writing and delivered to: Secretary,
GlobalSantaFe Corporation, at its principal business office, Houston,
Texas.
	 
	14.	 	Governing Law. This Option and this Notice shall be governed by, and
construed in accordance with, the laws of the state of Texas.
	 
	15.	 	Section 280G Payments.






	(a)	 	General Rule. Notwithstanding any contrary provisions in any
plan, program or policy of the Company or any Related Company and
except as provided in subsection (b), if all or any portion of the
benefits payable under this Notice, either alone or together with
other payments and benefits which you receive or are entitled to
receive from the Company or any Related Company, would constitute a
“parachute payment” within the meaning of Section 280G of the Code,
the Company shall reduce your payments and benefits payable under
this Notice to the extent necessary so that no portion thereof shall
be subject to the excise tax imposed by Section 4999 of the Code,
but only if, by reason of such reduction, the net after-tax benefit
shall exceed the net after-tax benefit if such reduction were not
made. “Net after-tax benefit” for these purposes shall mean the sum
of (i) the total amount payable to you under this Notice, plus (ii)
all other payments and benefits which you receive or are then
entitled to receive from the Company or any affiliate that, alone or
in combination with the payments and benefits payable under this
Notice (after taking into




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	 	 	account any reduction contemplated in subsection (c)), would
constitute a “parachute payment” within the meaning of Section 280G
of the Code (each such benefit hereinafter referred to as an
“Additional Parachute Payment”), less (iii) the amount of federal
income taxes payable with respect to the foregoing calculated at
the maximum marginal income tax rate for each year in which the
foregoing shall be paid to you (based upon the rate in effect for
such year as set forth in the Code at the time of the payment under
this Notice), less (iv) the amount of excise taxes imposed with
respect to the payments and benefits described in (i) and (ii)
above by Section 4999 of the Code.
	 
	(b)	 	Exception if Gross-Up Applies. If you are entitled to a
Gross-Up Payment with respect to an Additional Parachute Payment
paid pursuant to any other plan, program or policy of the Company or
any Related Company, the provisions of Section 15(a) above shall not
apply. A “Gross-Up Payment” means a payment by the Company or a
Related Company to cover the excise tax imposed on an Additional
Parachute Payment by Section 4999 of the Code.
	 
	(c)	 	Ordering Rule. Notwithstanding any contrary provisions in
any other plan, program or policy of the Company or any Related
Company, if any plan, program or policy of the Company or any
Related Company provides for a reduction designed to avoid Code
Section 4999 excise tax, such reduction shall first be applied to
any Additional Parachute Payment subject to such reduction and,
after having given effect to such reduction, the provisions of
Section 15(a) above shall apply to the benefits payable under this
Notice.






	16.	 	GlobalSantaFe 2003 Long-Term Incentive Plan. This Option is subject to,
and the Company and you are bound by, all of the terms and conditions of
the GlobalSantaFe 2003 Long-Term Incentive Plan as the same shall have
been amended from time to time in accordance with the terms thereof,
provided that no such amendment shall deprive you, without your consent,
of this Option or any rights hereunder. Pursuant to such Plan, the board
of directors or its Committee established for such purposes is authorized
to adopt rules and regulations not inconsistent with the Plan and to take
such action in the administration of the Plan as it shall deem proper. A
copy of the Plan in its present form is available for inspection at the
Company’s principal office during business hours by you or any other
persons entitled to exercise this Option.






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