Restricted Stock Agreement


    Exhibit
      10e

    

      2005
        ROWAN COMPANIES, INC. LONG-TERM INCENTIVE PLAN

      RESTRICTED
        STOCK GRANT AGREEMENT

      


       

      THIS
        RESTRICTED STOCK GRANT AGREEMENT
        (this
“Agreement”) is made as of the ___day
        of
______(the
        “Grant Date”), between Rowan Companies, Inc., a Delaware corporation (the
“Company”), and [name](“Participant”).

       

      1. Grant
        of Restricted Shares.   To
        carry out the purposes of the 2005 Rowan Companies, Inc. Long-Term Incentive
        Plan (the “Plan”), and subject to the conditions described in this agreement
        (the “Agreement”) and the Plan, Rowan Companies, Inc., a Delaware corporation
        (the “Company”), hereby grants to Participant all rights, title and interest in
        the record and beneficial ownership of [number]
        shares
        (the “Restricted Shares”) of common stock, $0.125 par value per share, of the
        Company (“Stock”). The grant of such Restricted Shares shall be effective as of
        the Grant Date. All capitalized terms not otherwise defined herein shall
        have
        the meanings set forth in the Plan, the terms of which are incorporated herein
        by reference. The Plan and this Agreement shall be administered by the
        Compensation Committee of the Board of Directors of the Company (the
“Committee”).

      


      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 pursuant to the
        terms
        of the Plan 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 2005 Rowan Companies, Inc. Long-Term 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 the Restricted Stock Grant Agreement dated
        ___________.”

      


      Until
        restrictions lapse, the Restricted Share certificates shall
        be
        left on deposit with the Company along with a stock power (substantially
        in the
        form attached thereto as Exhibit A) endorsed in blank and shall
        not
        be transferable except by will or the laws of descent and distribution or
        pursuant to a domestic relations order. No right or benefit hereunder shall
        in
        any manner be liable for or subject to any debts, contracts, liabilities,
        or
        torts of 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 Participant’s Disability or death, Participant’s rights under this
        Agreement may be exercised by Participant’s guardian or legal
        representative.

      


      3. Vesting/Forfeiture.   Participant
        shall vest in his rights under the Restricted Shares and any accumulated
        dividends described in Paragraph 5 hereof, and the Company’s right to reclaim
        such shares or dividends shall lapse with respect to 25% of the Restricted
        Shares, on each of the first, second, third and fourth anniversaries of the
        Grant Date (the “Vesting Dates”), provided that Participant remains continuously
        employed by the Company from the Grant Date to such Vesting Date.
        Notwithstanding the foregoing, however, all Restricted Shares not then vested
        shall vest immediately if Participant’s employment with the Company terminates
        due to Participant’s Disability or death. In the event of a Change of Control or
        Participant’s Retirement prior to vesting, the Committee may, in its sole
        discretion, accelerate vesting. If Participant’s employment with the Company
        terminates other than by reason of Retirement (as defined in Paragraph 4
        below),
        Disability or death, the Restricted Shares (to the extent not then vested)
        shall
        be forfeited as of the date 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 Stock
        withheld pursuant to paragraph 7 hereof, shall be delivered without charge
        to
        the Participant, or his designated representative, free of all restrictions.
        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      4. Retirement.
        For
        purposes of this Agreement, Retirement by an Employee shall have occurred
        if:

      


      (a) in
        the
        case of an Employee who is an employee of Rowan Companies, Inc. or an employee
        of an Employing Company, as defined in the Rowan Pension Plan (the “Rowan
        Plan”), the Employee: (1) has satisfied the requirements for normal retirement
        pursuant to the rules of the Rowan Plan which, in terms of age, is a minimum
        of
        60, and (2) has requested and received authorization from the administrative
        committee appointed by the Company’s Board of Directors to administer the Rowan
        Plan to commence receiving pension benefits; or

       

      (b) in
        the
        case of an Employee who is an employee of LeTourneau, Inc. or an employee
        of an
        Employing Company, as defined in the LeTourneau Pension Plan (the “LeTourneau
        Plan”), the Employee: (1) has satisfied the requirements for either normal or
        late retirement pursuant to the rules of the LeTourneau Plan, (2) has requested
        and received authorization from the administrative committee appointed by
        the
        Board of Directors of LeTourneau, Inc. to administer the LeTourneau Plan
        to
        commence receiving pension benefits, and (3) would have satisfied the
        requirements for normal retirement pursuant to the rules of the Rowan Plan
        if he
        or she was an employee of Rowan Companies, Inc. or an employee of an Employing
        Company under the Rowan Plan.

       

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

      


      5. Ownership
        Rights/Dividends.   Participant
        shall be entitled to all voting rights applicable to the Restricted Shares.
        Any
        cash dividends that may be paid on the Restricted Shares after the Grant
        Date
        shall be accumulated and held in an account or in escrow and held by
        the
        Company until such time as Participant
        shall vest in the Restricted Shares as described in paragraph 3 above.
Participant
        shall receive
        a cash
        payment equal to the portion of the dividends paid (reduced by the amount
        of any
        taxes required to be withheld with respect to such payment) 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.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      6. Employment
        Relationship.
        For
        purposes of this Agreement, Participant shall be considered to be in the
        employment of the Company as long as Participant remains an Employee of either
        the Company, a parent or subsidiary corporation (as defined in section 424
        of
        the Code) of the Company, or a corporation or a parent or subsidiary of such
        corporation assuming this Agreement. Any question as to whether and when
        there
        has been a termination of such employment, and the cause of such termination,
        shall be determined by the Committee in its sole discretion, and its
        determination shall be final.

      


      7. Withholding
        of Taxes.
        The
        Company shall have the right to take any action as may be necessary or
        appropriate to satisfy any federal, state or local tax withholding obligations,
        including, but not limited to, the right to withhold cash or shares of Stock
        sufficient to pay the amount required to be withheld and to cause such Stock
        to
        be sold and the proceeds remitted to the Company. In the event that the proceeds
        of such sale shall exceed the legally required withholding amount, the Company
        shall remit the difference in cash to Participant. In the event that the
        proceeds of such sale are less than the legally required withholding amount,
        the
        Company may withhold the difference from any cash or Stock then or thereafter
        payable to Participant. Participant agrees that, if he makes an election
        under
        Section 83(b) of the Code with regard to the Restricted Shares, he will so
        notify the Company in writing within two (2) days after making such election,
        so
        as to enable the Company to timely comply with any applicable governmental
        reporting requirements.

      


      8. Reorganization
        of the Company.   The
        existence of this Agreement 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 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.

      


      9. 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 Stock or to Restricted
        Shares shall mean and include all securities or other property (other than
        cash)
        that holders of Stock of the Company are entitled to receive in respect of
        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.

      


      10. Status
        of Stock.
        If
        required, the Company will register for issuance under the Securities Act
        of
        1933, as amended (the “Act”), the shares of Stock acquired pursuant to this
        Agreement 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 Stock acquired pursuant to this Agreement will
        be
        delayed until registration of such shares is effective or an exemption from
        registration under the Act is available. The Company intends to use its
        reasonable efforts to ensure that no such delay will occur. In the event
        exemption from registration under the Act is available,
        Participant (or the person permitted
        to
        receive Participant’s shares in the event
        of
        Participant’s incapacity 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 Participant for failure to register the Stock or maintain the
        registration.

      


      Participant
        agrees that the shares of Stock,
        which
        Participant may acquire pursuant to this Agreement,
        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. Participant also agrees
        (i) that the certificates representing such shares of 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 Stock 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 (iii) that the Company
        may give related instructions to its transfer agent, if any, to stop
        registration of the transfer of
        such
        shares.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      11. Severability.   In
        the
        event that any provision of this Agreement 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 Agreement, and the Agreement
        shall
        be construed and enforced as if the illegal, invalid, or unenforceable provision
        had never been included herein.

      


      12. Certain
        Restrictions.   By
        executing this Agreement, Participant acknowledges that he 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
        Agreement or the Plan, or securities laws or any other applicable laws, rules
        or
        regulations.

      


      13. Amendment
        and Termination.
        Except
        as otherwise provided in the Plan or this Agreement, no amendment or termination
        of this Agreement shall be made by the Company without the written consent
        of
        the Participant.

      


      14. No
        Guarantee of Tax Consequences.   The
        Company makes no commitment or guarantee to Participant that any federal
        or
        state tax treatment will apply or be available to any person eligible for
        benefits under this Agreement.

      


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

      


      16. Governing
        Law and Venue.
        This
        Agreement 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 Agreement.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        the
        Company has caused this Agreement to be duly executed by its
        officer thereunto duly authorized, and Participant has executed this Agreement,
        all as of the day and
        year
        first above written.

       

      


      


      ROWAN
        COMPANIES, INC.

      


      


      


      By:__________________________________________               Date:___________________________    

      Robert
        G.
        Croyle,

      Vice
        Chairman and Chief Administrative Officer

      


      


      PARTICIPANT:

      


      _______________________________________                    Date:___________________________    

      


      Address:

       

      ____________________________________________

       

      ____________________________________________

       

       

       

       

      -5-


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Exhibit
        A

      STOCK
        POWER

      


      


      FOR
        VALUE
        RECEIVED, [name] (“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 W.
        H. Wells
        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:
        

      


      


      TRANSFEROR:

      


      


      ___________________________________________

      Printed
        Name:_______________________________________