restrictedstockagreement.htm


    Exhibit
10.3

     

    2009
ROWAN COMPANIES, INC. INCENTIVE PLAN

     

    2009
RESTRICTED STOCK AGREEMENT

     

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

     

    
      	
              1.  

            	
              Grant
      of Restricted Shares.     To carry out the
      purposes of the 2009 Rowan Companies, Inc. Incentive Plan (the “Plan”),
      and subject to the conditions described in this Agreement and the Plan,
      the Company hereby grants to the Participant all right, title and interest
      in the record and beneficial ownership of ______ 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 Plan is incorporated herein by reference as part of this
      Agreement.

            


    

     

    
      	
              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 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 2009 Rowan Companies, Inc. 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 such award dated May 5, 2009.”

     

    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
hereto 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 the
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 the Participant’s disability or death, the
Participant’s rights under this Agreement may be exercised by the Participant’s
guardian or legal representative.

     

    
      	
              3.  

            	
              Vesting/Forfeiture.   The
      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
      one-third of the Restricted Shares on the first anniversary of the Grant
      Date and an additional one-third of the Restricted Shares on each of the
      second and third anniversaries of the Grant Date (each anniversary, a
      “Vesting Date”), provided that the 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 the Participant’s
      employment with the Company terminates due to the Participant’s disability
      or death.  In the event of the Participant’s Retirement (as
      defined in Paragraph 4 below) prior to vesting, the Committee may, in
      its sole discretion, accelerate vesting.  If the Participant’s
      employment with the Company terminates other than by reason of Retirement,
      disability or death, the Restricted Shares (to the extent not then vested)
      shall be forfeited as of the date the 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, if any, shall be delivered without charge to the
      Participant, or his designated representative, without restrictive
      legend.  If, for any reason, the restrictions imposed by the
      Committee upon the Restricted Shares are not satisfied at the end of the
      Restricted Period, any Restricted Stock remaining subject to such
      restrictions shall be forfeited by the
  Participant.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              4.  

            	
              Retirement.  For
      purposes of this Agreement, Retirement by an Employee shall have occurred
      if, as of the Employee’s date of termination of
  employment:

            


    

     

    (a) in the
case of an Employee who is an employee of the Company or one of its subsidiaries
(other than LeTourneau, Inc. or its subsidiaries, the employees of which are
covered in (b) below), the Employee is a minimum of 60 years old and has
satisfied the requirements for normal retirement pursuant to the policies of the
Company in place at the time of termination; or

     

    (b) in the
case of an Employee who is an employee of LeTourneau, Inc. or one of its
subsidiaries, the Employee has satisfied the requirements for either normal or
late retirement pursuant to the polices of LeTourneau, Inc. in place at the time
of termination.

     

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

     

    
      	
              5.  

            	
              Dividends.   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 by the
      Company until such time as the Participant shall vest in the Restricted
      Shares to which such dividends are attributable as described in Paragraph
      3 above.  The Participant shall receive a cash payment equal to
      the pro rata portion of the accumulated 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, the Participant shall be considered to be in the
      employment of the Company as long as the Participant remains an Employee
      of either the Company, a parent or subsidiary corporation (as defined in
      Code Section 424) 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 and date of such termination, shall be based on
      such evidence as the Committee may require and a determination by the
      Committee as to the cause and date of such termination shall be final and
      controlling on all interested
parties.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              7.  

            	
              Withholding
      of Taxes.  The Company shall have the right to take any
      action as may be necessary or appropriate to satisfy any international,
      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.  The Participant
      agrees that, if he makes an election under Code Section 83(b) with regard
      to the Restricted Shares, he will so notify the Company in writing within
      two 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, the Participant (or the person permitted to receive the
      Participant’s shares in the event of the 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 the Participant
      for failure to register the Stock or maintain the
      registration.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
Participant agrees that the shares of Stock, which the 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.  The 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, the
      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.  

            	
              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 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 Stock issued or
cash paid under this Agreement within five years of such conduct.

     

    
      	
              14.  

            	
              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.

            


    

     

    
      	
              15.  

            	
              Code
      Section 409A; No Guarantee of Tax
      Consequences.   This award of Restricted Shares is
      intended to be exempt from 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 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 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:

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
A

     

    STOCK
POWER

    FOR VALUE
RECEIVED, ___________
(“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 __________________ 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:  ____________,
20__

    TRANSFEROR:

    


    


    


    


    


    


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