LTIP directors 2005


    Exhibit
      10c

    

      NON-EMPLOYEE
        DIRECTOR 2005 RESTRICTED STOCK UNIT GRANT

      PURSUANT
        TO THE TERMS OF THE

      ROWAN
        COMPANIES, INC. 2005 LONG-TERM INCENTIVE PLAN

       

      1.  Grant
        of Restricted Stock Units.
        Pursuant to the Rowan Companies, Inc. 2005 Long-Term Incentive Plan (the
“Plan”)
        Rowan Companies, Inc. (“Company”) hereby grants to
        ___________________(“Non-employee Director”) 3,000 Restricted Stock Units
        (“RSUs”) with respect to Non-Employee Director’s annual service period that
        ended April 22, 2005 (the “2005 Grant”). Such RSUs shall be (i) credited to the
        RSU Account (described in Paragraph 3) and (ii) subject to the terms of the
        Plan
        (which is incorporated herein by reference) and this document. By acceptance
        of
        this RSU Grant, Non-Employee Director agrees to be bound by all of the terms,
        provisions, conditions and limitations of the Plan as implemented by the
        RSU
        Grant. All capitalized terms in the RSU Grant have the meanings set forth
        in the
        Plan unless otherwise specifically provided. 

       

      2.  Vesting.
        The
        2005 Grant shall be immediately and fully vested and nonforfeitable.


       

      3.  Establishment
        of Accounts.
        Company
        shall maintain an appropriate bookkeeping record (the “RSU Account”) that from
        time to time will reflect the Non-Employee Director’s name, the number of vested
        and unvested RSUs credited to Non-Employee Director and the Fair Market Value
        of
        the RSUs credited to the Non-Employee Director. Fair Market Value of a RSU
        shall
        be deemed to be equal to the Fair Market Value of one share of Common Stock.
        The
        2005 Grant shall be credited to the Non-Employee Director’s RSU Account
        effective as of July 22, 2004.

       

      4.  Cash
        Dividends.
        As of
        each date on or after July 22, 2004 that cash dividends are paid with respect
        to
        Common Stock, to the extent that Non-Employee Director has any outstanding
        RSUs
        credited to his or her RSU Account, the Non-Employee Director shall have
        an
        additional amount credited to his or her RSU Account equal to the number
        of RSUs
        (rounded up to the nearest whole number) having a Fair Market Value equal
        to the
        dollar amount of dividends paid per share of Common Stock multiplied by the
        number of RSUs credited to Non-Employee Director’s RSU Account as of the payment
        date of such dividend.

       

      5.  Adjustments.

       

      (a)  Exercise
        of Corporate Powers.
        The
        existence of this Plan and any outstanding RSUs credited hereunder shall
        not
        affect in any manner the right or power of Company or its stockholders to
        make
        or authorize any or all adjustments, recapitalizations, reorganizations or
        other
        changes in the capital stock of Company or its business or any merger or
        consolidation of Company, or any issue of bonds, debentures, preferred or
        prior
        preference stock (whether or not such issue is prior to, on a parity with
        or
        junior to the Common Stock) or the dissolution or liquidation of the Company,
        or
        any sale or transfer of all or any part of its assets or business, or any
        other
        corporate act or proceeding of any kind, whether or not of a character similar
        to that of the acts or proceedings enumerated above.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)  Recapitalizations,
        Reorganizations and Other Activities.
        In the
        event of any subdivision or consolidation of outstanding shares of Common
        Stock,
        declaration of a dividend payable in shares of Common Stock or other stock
        split, then (i) the number of RSUs and (ii) the appropriate Fair Market Value
        and other price determinations for such RSUs shall each be proportionately
        adjusted by the Committee or the Board to reflect such transaction. In the
        event
        of any other recapitalization or capital reorganization of the Company, any
        consolidation or merger of the Company with another corporation or entity,
        the
        adoption by the Company of any plan of exchange affecting the Common Stock
        or
        any distribution to holders of Common Stock of securities or property (other
        than normal cash dividends or dividends payable in Common Stock), the Committee
        or the Board shall, in its sole discretion make appropriate adjustments to
        (i)
        the number of RSUs and (ii) the appropriate Fair Market Value and other price
        determinations for such RSUs to give effect to such transaction; provided
        that
        such adjustments shall only be such as are necessary to preserve, without
        increasing or decreasing, the value of such units. In the event of a corporate
        merger, consolidation, acquisition of property or stock, separation,
        reorganization or liquidation, the Committee or the Board shall be authorized
        to
        issue or assume units by means of substitution of new units, as appropriate,
        for
        previously issued units or an assumption of previously issued units as part
        of
        such adjustment.

       

      6.  Payment
        of Amounts in the RSU Account.
        As of
        the final termination date of Non-Employee Director’s service on the Board, the
        aggregate Fair Market Value of all vested RSUs then credited to Non-Employee
        Director’s RSU Account shall be calculated by multiplying the Fair Market Value
        of a share of Common Stock on such date times the number of RSUs then credited
        to the Non-Employee Director’s RSU Account. Notwithstanding the foregoing, no
        amount shall be paid prior to the earliest date that such amount may be paid
        upon “separation from service” within the meaning of Code section 409A, without
        imposition of an excise tax.

       

      7.  Form
        of Payment.
        Payment
        to Non-Employee Director of amounts due hereunder shall be made in Common
        Stock,
        or at the discretion of the Committee in cash in a lump sum as soon as
        administratively feasible, but no later than sixty (60) days following the
        date
        Non-Employee Director becomes entitled to payment.

       

      8.  Death
        Prior to Payment.
        In the
        event that Non-Employee Director dies prior to payment, all RSUs shall become
        fully vested and immediately payable to Non-Employee Director’s designated
        beneficiary, or if none, to his or her estate. 

       

      9.  Change
        in Control.

       

      (a)  Change
        in Control.
        In the
        event of a Change in Control the Committee may waive all restrictions,
        conditions and/or limitations on payment in full under the RSU Grant; provided,
        however, that payment shall not be accelerated unless such Change of Control
        also constitutes a change of control event under section 409A of the Code
        and
        such acceleration of payment would not cause Non-Employee Director to be
        subject
        to excise tax pursuant to section 409A of the Code. 

       

      
        
          
          

        

        
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      (b)  Right
        of Cash-Out.
        If
        approved by the Board prior to or within thirty (30) days after such time
        as a
        Change in Control (described above) shall be deemed to have occurred, the
        Board
        shall have the right for a forty-five (45) day period immediately following
        the
        date that the Change in Control is deemed to have occurred to require
        Non-Employee Director to transfer and deliver to Company the RSU Grant in
        exchange for an amount equal to the “cash value” (defined below) of the RSU
        Grant; provided, however, that the Board shall not have the right to accelerate
        payment or cash-out any RSU Grant if the exercise of such right would cause
        Non-employee Director to be subject to excise tax pursuant to section 409A
        of
        the Code. Such right shall be exercised by written notice to Non-Employee
        Director. The cash value of RSU Grant shall equal all cash to which Non-Employee
        Director would be entitled upon settlement of the RSU Grant as of the date
        of
        the Change in Control. The amount payable to Non-Employee Director by Company
        pursuant to this Paragraph 16(b) shall be in cash or by certified
        check.

       

      10.  Unfunded
        Arrangement.
        Nothing
        contained herein shall be deemed to create a trust of any kind or create
        any
        fiduciary relationship. This RSU Grant shall be unfunded. Any funds invested
        hereunder shall continue for all purposes to be part of the general funds
        of
        Company. To the extent that Non-Employee Director has a right to receive
        payments from Company under the RSU Grant, such right shall not be greater
        than
        the right of any unsecured general creditor of Company and such right shall
        be
        an unsecured claim against the general assets of Company. Although bookkeeping
        accounts may be established with respect to Non-Employee Director, any such
        accounts shall be used merely as a bookkeeping convenience. Company shall
        not be
        required to segregate any assets that may at any time be represented by cash
        or
        rights thereto, nor shall this RSU Grant be construed as providing for such
        segregation, nor shall Company, the Board or the Committee be deemed to be
        a
        trustee of any cash or rights thereto to be granted under this Plan. Any
        liability or obligation of Company to any Non-Employee Director with respect
        to
        cash or rights thereto under this RSU Grant shall be based solely upon any
        contractual obligations that may be created by this RSU Grant, and no such
        liability or obligation of Company shall be deemed to be secured by any pledge
        or other encumbrance on any property of Company. Neither Company nor the
        Board
        nor the Committee shall be required to give any security or bond for the
        performance of any obligation that may be created by this RSU
        Grant.

       

      11.  Title
        to Funds Remains with Company.
        Amounts
        credited to Non-Employee Director’s Account shall not be specifically set aside
        or otherwise segregated, but will be combined with corporate assets. Title
        to
        such funds will remain with the Company and the Company’s only obligation will
        be to make timely payments to Non-Employee Director in accordance with the
        RSU
        Grant.

       

      12.  Assignability.
        No
        right to receive payment hereunder shall be transferable or assignable by
        Non-Employee Director except by will or the laws of descent and distribution
        or
        pursuant to a domestic relations order. Notwithstanding the foregoing, RSUs
        granted hereunder may be transferred with Committee approval, and with such
        restrictions as the Committee may impose to any of (i) the spouse, children
        or
        grandchildren (“immediate family members”); (ii) a trust or trusts for the
        exclusive benefit of one of more immediate family members; (iii) a partnership
        or limited liability company whose only partners, shareholders or member
        are
        Participant’s immediate family members or (iv) an organization that has been
        determined by the Internal Revenue Service to be exempt under Section 501(c)(3)
        of the Code. Following any transfer of RSUs by the Non-Employee Director,
        such
        RSUs shall remain subject to the same terms and conditions set forth in the
        Plan
        and this Agreement. Any attempted assignment of any benefit under this RSU
        Grant
        in violation of this Paragraph shall be null and void.

       

      
        
          
          

        

        
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      13.  Amendment
        and Termination.
        No
        amendment or termination of the RSU Grant shall be made by the Board or the
        Committee at any time without the written consent of Non-Employee Director.
        No
        amendment or termination of the Plan will adversely affect the rights,
        privileges and option of Non-Employee Director under the RSU Grant without
        the
        written consent of Non-Employee Director except as the Committee may deem
        necessary or advisable to prevent adverse tax consequences to the Non-Employee
        Director under Section 409A of the Code.

       

      14.  No
        Guarantee of Tax Consequences.
        Neither
        Company nor any Parent or Subsidiary nor the Board or Committee makes any
        commitment or guarantee that any federal or state tax treatment will apply
        or be
        available to any person eligible for the benefits under the RSU
        Grant.

       

      15.  Severability.
        In the
        event that any provision of the RSU Grant shall be held illegal, invalid,
        or
        unenforceable for any reason, such provision shall be fully severable, but
        shall
        not affect the remaining provisions of the RSU Grant, and the RSU Grant shall
        be
        construed and enforced as if the illegal, invalid, or unenforceable provision
        had never been included herein.

       

      16.  Governing
        Law.
        The RSU
        Grant shall be construed in accordance with the laws of the State of Texas
        to
        the extent federal law does not supersede and preempt Texas law.

       

      Executed
        this ____ day of ______________, 2005.

       

      “COMPANY”

       

      ROWAN
        COMPANIES, INC.

       

       

      By:___________________________________

       

      Printed
        Name:___________________________

       

      Title:__________________________________

       

      
        
          
          

        

        
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      Accepted
        this ____ day of ______________, 2005.

       

      “NON-EMPLOYEE
        DIRECTOR”

       

      


       

      By:___________________________________

       

      Printed
        Name:___________________________

       

      Title:
        Director

       

       

       

       

       

       

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