rsuagreement.htm


    Exhibit
10.4

     

    ROWAN
COMPANIES, INC. 2009 INCENTIVE PLAN

     

    NON-EMPLOYEE
DIRECTOR 2009 RESTRICTED STOCK UNIT AGREEMENT

     

    THIS RESTRICTED STOCK UNIT
AGREEMENT (this “Agreement”) is made as of the 5th day of May, 2009
(“Grant Date”), between Rowan Companies, Inc., a Delaware corporation (the
“Company”) and ____________ (the
“Participant”).

     

    
      	
              1.  

            	
              Grant
      of Restricted Stock Units.  To carry out the purposes of
      the Rowan Companies, Inc. 2009 Incentive Plan (the “Plan”), and subject to
      the conditions described in this Agreement and the Plan, the Company
      hereby grants to the Participant _____ Restricted Stock Units (“RSUs”)
      with respect to the Participant’s annual service period commencing
      May 5, 2009 (the “2009 Grant”).  All capitalized terms in
      this Agreement have the meanings set forth in the Plan; the Plan is
      incorporated herein by reference as part of this
  Agreement.

            


    

     

    
      	
              2.  

            	
              Vesting.  The
      2009 Grant shall be fully vested and nonforfeitable as of the date of the
      next following annual meeting of stockholders; provided, however, that if
      the Participant resigns or is removed from the Board prior to such date,
      such 2009 Grant shall be forfeited.

            


    

     

    
      	
              3.  

            	
              Establishment
      of Accounts.  The Company shall maintain an appropriate
      bookkeeping record (the “RSU Account”) that from time to time will reflect
      the Participant’s name, the number of vested and unvested RSUs credited to
      the Participant and the Fair Market Value of the RSUs credited to the
      Participant.  Fair Market Value of a RSU shall be deemed to be
      equal to the Fair Market Value of one share of Common
      Stock.  The 2009 Grant shall be credited to the Participant’s
      RSU Account effective as of May 5,
2009.

            


    

     

    
      	
              4.  

            	
              Dividends.  As
      of each date on or after May 5, 2009 that cash dividends are paid
      with respect to Common Stock, to the extent that the Participant has any
      outstanding RSUs credited to his or her RSU Account, the Participant 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 the
      Participant’s RSU Account as of the payment date of such
      dividend.

            


    

     

    
      	
              5.  

            	
              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 Common 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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              6.  

            	
              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 Common Stock or to RSUs shall mean and include all securities or
      other property (other than cash) that holders of Common Stock are entitled
      to receive in respect of Common 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
RSUs.

            


    

     

    
      	
              7.  

            	
              Amount
      of Payment.  As of the final termination date of the
      Participant’s service on the Board, the aggregate Fair Market Value of all
      vested RSUs then credited to the Participant’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 Participant’s
      RSU Account.

            


    

     

    
      	
              8.  

            	
              Time
      and Form of Payment.  Payment to the Participant of
      amounts due hereunder shall be made in Common Stock, or at the discretion
      of the Committee in cash in a lump sum, on the 30th day following the
      final termination date of the Participant’s services on the
      Board.

            


    

     

    
      	
              9.  

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

            


    

     

    
      	
              10.  

            	
              Assignability.  No
      right to receive payment hereunder shall be transferable or assignable by
      the Participant except by will or the laws of descent and distribution or
      pursuant to a domestic relations
order.

            


    

     

    
      	
              11.  

            	
              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.

            


    

     

    
      	
              12.  

            	
              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, but shall not affect the remaining provisions of this
      Agreement, and this Agreement shall be construed and enforced as if the
      illegal, invalid, or unenforceable provision had never been included
      herein.

            


    

     

    
      	
              13.  

            	
              Certain
      Restrictions.   By executing this Agreement, the
      Participant acknowledges that he or she 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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              14.  

            	
              Recoupment.   Notwithstanding
      any provision of this Agreement to the contrary, the Committee may, in its
      sole discretion:

            


    

     

    
      	
              (a)  

            	
              recoup
      from Participants all or a portion of the Common Stock issued or cash paid
      under this Agreement if the Company’s reported financial or operating
      results are materially and negatively restated within five years of the
      grant or payment of such amounts;
and

            


    

     

    
      	
              (b)  

            	
              recoup
      from Participants who, in the Committee’s judgment, engaged in conduct
      which was fraudulent, negligent or not in good faith, and which disrupted,
      damaged, impaired or interfered with the business, reputation or Employees
      of the Company or its Affiliates or which caused a subsequent adjustment
      or restatement of the Company’s reported financial statements, all or a
      portion of the Common Stock issued or cash paid under this Agreement
      within five years of such conduct.

            


    

     

    
      	
              15.  

            	
              Code
      Section 409A; No Guarantee of Tax
      Consequences.   This award of RSUs is intended to
      comply with Code Section 409A.  The Company makes no commitment
      or guarantee to the Participant that any federal or state tax treatment
      will apply or be available to any person eligible for benefits under this
      Agreement.

            


    

     

    
      	
              16.  

            	
              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 the Participant.

            


    

     

    
      	
              17.  

            	
              Governing
      Law.  This Agreement shall be 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 the Participant has executed this Agreement, all as of the
day and year first above written.

     

    ROWAN
COMPANIES, INC.

    By:                                                                Date:                                           ,
20__

    


    


    PARTICIPANT:

    Date:                                           ,
20__

    Address: