Exhibit 10.3


 


Transocean


Special
Transition Severance Plan


for
Shore-Based Employees


 


 


SUMMARY PLAN DESCRIPTION AND PLAN DOCUMENT


 


 


Effective


 


November
27, 2007 through November 27, 2009


 

















 


Table of
Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Purpose of the Plan

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Eligibility for Severance Benefit

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Benefit Calculation and Payment of Severance Benefit

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Additional Benefits

  	
  8

  
	
   

  	
   

  	
   

  
	
  6.

  	
  All Other Benefit Plans and Programs

  	
  12

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Tax Considerations - Code Section 409A; Code Section
  280G

  	
  12

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Unemployment Benefits; Taxes

  	
  14

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Payment of Severance Benefits on Death

  	
  14

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Health Benefit Continuation of Eligible Surviving
  Dependents upon Death

  	
  14

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Non-Assignment of Severance Payment

  	
  14

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Duration of the Plan

  	
  15

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Adoption of Plan by Affiliates; Plan Administrator

  	
  15

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Claims Procedures

  	
  16

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Participant Rights

  	
  18

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Prior Severance Plans

  	
  19

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Plan Document Controls

  	
  20

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Construction

  	
  20

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Controlling Law

  	
  20

  
	
   

  	
   

  	
   

  
	
  20.

  	
  General Information

  	
  20

  



 

















 


Transocean


Special
Transition Severance Plan


For
Shore-Based Employees


 


SUMMARY PLAN DESCRIPTION AND PLAN DOCUMENT


 


(Effective November
27, 2007 through  November 27, 2009)


 


1.             Purpose
of the Plan


 


The Transocean Special
Transition Severance Plan for Shore-Based Employees (the “Plan”) was adopted
effective for the period November 27, 2007 through  November
27, 2009  (the “Severance Protection Period”).
The purposes of the Plan are:


 


(a)           to make Severance
Benefits available to eligible Affected Employees to financially assist with
their transition following involuntary termination of employment with an
Employer, other than for Cause, during the Severance Protection Period; and


 


(b)           to resolve any possible
claims arising out of employment, including the Affected Employee’s
termination, by providing eligible Affected Employees with benefits in return
for a Waiver and Release.


 


The Plan is voluntarily
offered by the Employers, and benefits under the Plan are not required by any legal
obligation other than the Plan itself. All references to specific plans herein
include successor plans thereto.


 


The Plan supersedes,
amends and restates all prior severance plans, practices and policies (other
than individual contracts providing for severance benefits) in effect with any
Employer, specifically including the Transocean Executive Severance Policy  and the GlobalSantaFe Severance Program for Shorebased
Staff Personnel; provided, however, that the
Transocean Executive Change of Control Severance Benefit policy remains in
effect and is not superseded by the Plan. Such prior severance plans, practices
and policies are discontinued and terminated with respect to all Affected
Employees eligible for a benefit under the Plan.


 


The benefits provided
under the Plan shall not duplicate the benefits provided to an Affected
Employee under any other severance or termination plan, policy, arrangement or
agreement.


 


2.             Definitions


 


As used in the Plan, the
following terms shall have the following meanings (and the singular includes
the plural, unless the context clearly indicates otherwise):


 


1

















 


Adjusted Service
Date: 
The date determined by the Plan Administrator based on periods of active
employment service time (net service time). Net service time for Employees with
no breaks in service equals the cumulative time of active employment from the
Employee’s original date of hire to the Employee’s Termination Date. Net
service time for Employees with breaks in service equals the sum of all active
employment periods, provided that (i) breaks in service of less than 31
calendar days are not deducted from the calculation of net service time and (ii)
net service time does not include periods of inactive employment, including but
not limited to, short term disability, long term disability, standby time,
other approved leaves of absence (whether paid or unpaid), and paid periods of
layoff or severance. Net service time includes periods of active employment
with Global Marine Inc. and Santa Fe Corporation.


 


Affected Employee: An individual who (i) is employed by Transocean, GlobalSantaFe or
any of their Affiliates as of the day immediately prior to the Closing Date and
remains continuously employed by Transocean or its Affiliates until his
Termination Date, (ii) is an “Employee” (as defined below) as of his
Termination Date, (iii) is not covered by an individual employment or severance
agreement with an Employer as of his Termination Date, (iv) is not eligible to
participate in the Transocean Executive Change of Control Severance Benefit policy
as of his Termination Date, (v) is terminated involuntarily and not  for Cause during the Severance Protection Period,
and (vi) timely executes the required form of Waiver and Release.


 


Affiliate:  Transocean,
and any corporation that, together with Transocean, is a member of a controlled
group of corporations under Code Section 414(b) or is under common control
pursuant to Code Section 414(c).


 


Base Pay:  The
Affected Employee’s annual base salary or pay, excluding bonuses, overtime,
commissions, cost-of-living adjustments, special pay related to foreign
assignment, and other irregular or extra compensation, as of his Termination
Date. Hourly base pay will be converted to a weekly amount by multiplying the
Affected Employee’s hourly rate by the Affected Employee’s regularly scheduled
hours per week, excluding overtime hours. “Weekly Base Pay” equals Base Pay
divided by 52, and “Monthly Base Pay” equals Base Pay divided by 12.


 


Cause:  Unacceptable
or inadequate employment performance, including but not limited to, failure to
perform the Affected Employee’s job (i) at a level consistent with the Affected
Employee’s performance level prior to the Closing Date, or (ii) in an
acceptable manner; misconduct; dishonesty; acts detrimental or destructive to
Transocean or its Affiliates or to any employees or property of Transocean or
its Affiliates; or a violation of any applicable Employer employment policies
of which the Affected Employee has, or should have, knowledge.


 


Closing Date:  The closing date of the merger between
Transocean Inc., GlobalSantaFe Corporation, and Transocean Worldwide Inc., as
contemplated by that certain Agreement and Plan of Merger dated as of July 21,
2007.


 


2

















 


COBRA:  The
Consolidated Omnibus Budget Reconciliation Act of 1985, currently embodied in
Code Section 4980B, which provides for continuation of group health plan
coverage in certain circumstances.


 


COBRA Rate:  The cost of continued coverage under COBRA,
which is 102% of the full group rate (including the employee’s share and the
Employer’s share of the group coverage cost plus a 2% administrative fee).


 


Code:  The
Internal Revenue Code of 1986, as amended, and the regulations issued
thereunder.


 


Company Seniority
Date:  The date
reflected on Transocean’s records evidencing a continuous period of employment
with Transocean. If hired before January 1, 2000, seniority is recognized as
based on the seniority date with the original hiring company (i.e., Transocean,
Transocean Offshore, Sedco Forex or R&B Falcon). Employees terminated due
to a reduction in workforce by Transocean and subsequently rehired within 12
months of such termination are credited with previous seniority time, exclusive
of any period not employed by Transocean. If an Employee was terminated for
cause or resigned, and in either case was subsequently rehired, the Employee’s
seniority will recommence at the rehire date with no credit for the period of previous
employment (or the period not employed by Transocean). For this purpose,
resignation also includes the refusal of a position offered while employed or
laid-off.


 


Employee:  An “Employee” means each active, regular,
full-time, shore-based employee of an Employer who is paid on an Employer’s
U.S.-dollar payroll, as paid from the Houston or Barbados payroll department,
and excludes any employee paid pursuant to a rig pay scale and any employee not
classified by an Employer or an Affiliate as a “regular full-time employee.”  Further, the definition of “Employee” excludes
(a) any employee covered by a collective bargaining agreement that does not specifically
provide for his coverage under the Plan, (b) any person, regardless of whether
such person is treated as an employee for income tax purposes, who has agreed
in writing to be treated as other than an employee, and (c) any person subject
to U.S. income tax whose compensation is reported to the Internal Revenue
Service on a form other than Form W-2 or whose compensation is reported on a
Form W-2 solely by a person or entity other than an Employer. The determination
of whether an Employee is paid on an Employer’s U.S.-dollar payroll will be
made by the Plan Administrator in its sole discretion.


 


For purposes of
this definition, “full-time” means regularly scheduled employment for at least
30 hours per week. Except as required under the Family and Medical Leave Act of
1993 (“FMLA”) or the Uniformed Services Employment and Reemployment Rights Act
(“USERRA”) or any other applicable law, an individual on any unpaid leave from
an Employer, an individual receiving short-term disability benefits (including
salary continuation) or long-term disability benefits under a program offered
by an Employer, or an individual receiving worker’s compensation benefits will
not be considered an active Employee until the individual’s return to active
service of an Employer.


 


3

















 


Employer:
 Transocean, GlobalSantaFe, or any
Affiliate (as the context requires) that participates in the Plan pursuant to
Section 13 hereof.


 


ERISA:  The
Employee Retirement Income Security Act of 1974, as amended.


 


Expatriate
Commuter:  An employee
working on a rotational basis outside his country of origin.


 


Expatriate
Resident:  An employee
working in a shore-based position outside his country of origin (includes an employee
working on an Expatriate Resident Project or Expatriate Resident Temporary
Assignment).


 


Expatriate
Resident Commuter:  An
employee working in a shore-based position that is paid on one of the Employer’s
U.S.-dollar payrolls, and (i) who works in an expatriate resident position but
commutes due to the living conditions of the assigned country, or (ii) who
works in a roving position.


 


Expatriate
Resident Project:  An
employee working in a shore-based position outside his country of origin on a
specific project assignment for a planned duration of one year or longer.


 


Expatriate
Resident Temporary Assignment:  An employee working in a shore-based position
outside his country of origin on a specific project assignment for a planned
duration of longer than three months but no more than one year.


 


GlobalSantaFe:  GlobalSantaFe Corporation, a company
incorporated under the laws of the Cayman Islands, and any affiliated
companies, as it existed immediately prior to the Closing Date.


 


Plan:  The
Transocean Special Transition Severance Plan for Shore-Based Employees, as set
forth in this document.


 


Plan Administrator:  The
person or persons appointed by Transocean to serve as plan administrator, as
further described in Section 19 hereof.


 


Qualifying Events:  The events described in Section 3(a) hereof.


 


Retirement Date:  The date as of which the Affected Employee (or
in the event of his death, his spouse or beneficiary) receives a lump-sum
distribution or commences receipt of monthly retirement payments under any of
the GlobalSantaFe Retirement Plan for Employees, the GlobalSantaFe Non-U.S.
Retirement Plan, the Transocean U.S. Retirement Plan or the Transocean
International Retirement Plan.


 


Service:  
The sum of (i) those periods reflected in the Affected Employee’s Company
Seniority Date for Transocean Employees or Adjusted Service Date for
GlobalSantaFe Employees and (ii) the period of the Affected Employee’s active,
regular (not temporary), full-time employment with an Employer or Affiliate,
whether or not shore-based and whether or not on a U.S.-dollar payroll, from
and after the Merger Closing Date and


 


4

















 


ending on the Affected
Employee’s Termination Date. “Service” specifically does not include the length
of the Severance Continuation Period.


 


Severance Benefit:  A benefit described in Section 4 hereof.


 


Severance
Continuation Period:  The period of time,
commencing on the day immediately following the Termination Date, equal to the
total number of weeks, or portions thereof, if applicable, of Weekly Base Pay
that an Affected Employee is entitled to receive as a Severance Benefit under the
Plan.


 


Severance
Protection Period:  November 27, 2007 through November 27, 2009.


 


Termination Date:  The date immediately following the date an
Employee terminates active employment with the Employer and upon which the
Employee’s involuntary termination shall take effect.


 


Transocean:  Transocean Inc., a company incorporated under
the laws of the Cayman Islands, and any successor thereto.


 


U.S.:  United States of America.


 


U.S. National
Resident:  An employee
working in a shore-based position in the U.S. who is a U.S. citizen, U.S.
national resident or non-U.S citizen hired in the U.S. to work in the U.S.


 


Waiver and Release:  The
legal document in which an Affected Employee, in exchange for certain benefits
under the Plan, releases each Employer and all other Affiliates, their agents,
servants, employees, officers, directors, insurance carriers, employee benefit
plans, and trustees, fiduciaries and agents of such plans, and any and all
other persons, firms, organizations and corporations from liability and damages
arising from or in connection with the Affected Employee’s employment or the
cessation of his employment by the Employer or any other Affiliate and agrees,
among other things, to certain restrictions on disclosure of confidential
information and solicitation of employees of the Employer or any other
Affiliate. Such Waiver and Release shall be in the applicable form attached
hereto as Exhibit A or Exhibit B.


 


Waiver and Release
Requirement:  The requirement that an Affected
Employee in exchange for certain benefits under the Plan: (i) execute and
return to the Plan Administrator, by the date established by the Plan
Administrator for such purpose, a Waiver and Release, and (ii) not revoke the
Waiver and Release within the seven-day period following its execution and
return.


 


3.             Eligibility
for Severance Benefit


 


(a)           Qualifying Events


 


An Affected
Employee will receive a Severance Benefit under the Plan only if all of the
following events occur:


 


5

















 


(i)            the Affected Employee
is terminated involuntarily and not for Cause during the Severance Protection
Period;


 


(ii)           the Affected Employee
remains employed by his Employer in good standing and at a satisfactory level
of performance until the Termination Date; and


 


(iii)          the Affected Employee
fulfills the Waiver and Release Requirement.


 


Each eligible Affected Employee is hereby advised to consult an
attorney before signing a Waiver and Release.


 


(b)           Disqualifying Events


 


NO
Severance Benefit will be paid if any of the following events occur:


 


(i)            the Affected Employee’s
termination of employment results from death, disability, or except as
otherwise required by law, layoff during an unpaid leave of absence; or


 


(ii)           the Affected Employee
is offered a similar shore-based position with equivalent duties, pay and
benefits by an Employer or an Affiliate, whether or not the Affected Employee
accepts the position; or


 


(iii)          the Affected Employee
accepts a shore-based position with an Employer or an Affiliate, regardless of
the level of Base Pay; however, the Employee may again become eligible if he subsequently
experiences the Qualifying Events while the Plan is in effect; or


 


(iv)          the Affected Employee
fails to return all property and materials of each Employer and all Affiliates to
his supervisor or other appropriate representative(s) of the Employer and the
Affiliates no later than the Affected Employee’s Termination Date; or


 


(v)           in connection with any
sale or other transfer of any business or assets of any Employer, the Affected
Employee remains in substantially the same job regardless of whether a change
of employers is a result of such sale or transfer; or


 


(vi)          the Affected Employee
fails to fulfill the Waiver and Release Requirement.


 


4.             Benefit
Calculation and Payment of Severance Benefit


 


The amount of Severance
Benefit will be based on the Affected Employee’s (a) Base Pay, (b) Service and
(c) pay in lieu of notice, determined as follows:


 


(a)           Base Pay: one
month of Monthly Base Pay for every $20,000 of the Affected Employee’s Monthly Base
Pay; plus


 


6

















 


(b)           Service:


 


(i)            For Affected
Employees with 10 or fewer years of Service: one week of Weekly Base Pay
for every year of Service; or


 


(ii)           For Affected
Employees with 10 or more through 20 years of Service: one week of Weekly Base
Pay for every year of Service through 10 years, plus two weeks of Weekly Base
Pay for every year of Service in excess of 10 years; or


 


(iii)          For Affected
Employees with more than 20 years of Service: one week of Weekly Base Pay
for every year of Service through 10 years, plus two weeks of Weekly Base Pay
for every year of Service in excess of 10 years through 20 years, plus three
weeks of Weekly Base Pay for every year of Service in excess of 20 years; plus


 


(c)           Pay in Lieu of
Notice: two weeks of Weekly Base Pay.


 


The Severance Benefit
will be prorated for Base Pay in excess of each $20,000 increment and for partial
years of Service. The “Pay in Lieu of Notice” component is provided whether or
not an Affected Employee timely receives notice of termination.


 


The Severance Benefit
will equal the sum of the following:


 


(i)            the number of months
determined under Section 4(a) above (including prorated months for partial
increments of Base Pay over $20,000 and multiples thereof) multiplied by the
Affected Employee’s Monthly Base Pay; plus


 


(ii)           the number of weeks
determined under Section 4(b) above (including prorated partial weeks)
multiplied by the Affected Employee’s Weekly Base Pay; plus


 


(iii)          the number of weeks set
forth under Section 4(c) above multiplied by the Affected Employee’s Weekly
Base Pay.


 


The Severance
Continuation Period is determined by dividing the Affected Employee’s
Severance Benefit by the Affected Employee’s Weekly Base Pay.


 


Notwithstanding the
above, the amount of an Affected Employee’s Severance Benefit shall not be less
than 26 weeks nor more than 104 weeks of the Affected Employee’s Weekly Base
Pay. Furthermore, amounts payable under the Plan shall be offset by any amounts
payable to the Affected Employee under any other severance plan (including the
Cash Termination Indemnity Plan) or agreement, but shall not be offset by any
rig-based and shore-based retention bonus plans.


 


Additionally, any
Affected Employee who is either a U.S. citizen or working in the U.S. and over
the age of 39 years on his Termination Date is eligible for an additional
$2,000 lump sum, when applicable. This payment shall not be included in the
determination of the minimum and maximum weeks of Severance Benefit available.


 


7

















 


Except as indicated in
(x) and (y) below, the Severance Benefit will be paid as salary continuation
during the Affected Employee’s Severance Continuation Period, and will be
disbursed in payroll checks in accordance with the Affected Employee’s payroll
schedule in effect on his Termination Date.


 


(x) If an Affected
Employee is a participant in a defined benefit retirement plan sponsored by an
Employer on his Termination Date, and the sum of his actual Service on his
Termination Date and the length of his Severance Continuation Period equals
less than five years, the Affected Employee will receive a lump-sum
distribution of his Severance Benefit.


 


(y) If an Affected
Employee is a participant in the Transocean International Retirement Plan, a
defined contribution plan, on his Termination Date, and the sum of his actual
Service on his Termination Date and the length of his Severance Continuation
Period equals less than two years, the Affected Employee will receive a
lump-sum distribution of his Severance Benefit.


 


Section 9 of the Plan
provides for the payment of the Severance Benefit in the event of the death of
the Affected Employee.


 


5.             Additional
Benefits


 


An Affected Employee who
satisfies all the requirements for any Severance Benefit under the Plan,
including the Waiver and Release Requirement, will be entitled to the following
benefits in addition to the Severance Benefit, subject to the terms of the
governing plans or successor plans:


 


(a)           Defined Benefit
Retirement Plans 


 


If an Affected Employee
(i) is an active participant in the Transocean U.S. Retirement Plan, the
GlobalSantaFe Retirement Plan for Employees, or the GlobalSantaFe Non-US.
Retirement Plan on his Termination Date, (ii) does not receive a lump-sum
distribution of his Severance Benefit, and (iii) is not  specifically
excluded from eligibility for the following benefits under the terms of the
applicable retirement plan, such Affected Employee’s retirement plan
calculation will be adjusted as follows:


 


(i)            The Affected Employee’s
age will be his actual age at the end of the Severance Continuation Period;


 


(ii)           The Affected Employee’s
“Credited Service” and “Vesting Service” will include the Severance
Continuation Period;


 


(iii)          In (i) and (ii) above,
the age, “Credited Service” and “Vesting Service” so credited will be limited
to the length of the Severance Continuation Period between the Affected
Employee’s Termination Date and Retirement Date;


 


8

















 


(iv)          The Affected Employee’s
pensionable earnings will include the Severance Benefit paid during the
Severance Continuation Period, but only through the Affected Employee’s
Retirement Date; and


 


(v)           If an Affected Employee
is rehired by an Employer or Affiliate during the Severance Continuation
Period, no additional age or service credit will be granted on or after the
date of re-hire.


 


Rules governing
non-discrimination testing may apply and limit benefits for certain highly
compensated employees. In addition, rules governing limits of eligible income
and payments under a qualified plan may limit benefits payable from a qualified
retirement plan. Affected Employees whose benefit will be affected by these
limits will be notified and payments may be made from the non-qualified plan or
plans in which an Affected Employee is otherwise eligible to participate.


 


(b)           Defined Contribution
Retirement Plans


 


(i)            If an Affected
Employee is a participant in the Transocean International Retirement Plan on his
Termination Date and does not receive a lump-sum distribution of his Severance
Benefit, the Affected Employee will continue to be eligible to receive defined
contribution plan employer contributions throughout the Severance Continuation
Period.


 


In addition, the Affected
Employee’s service under the Transocean International Retirement Plan will be
increased by the length of the Severance Continuation Period; provided,
however, that such service credit will be limited to the period between the
Affected Employee’s Termination Date and Retirement Date.


 


Defined contribution plan
employee contributions are not allowed during the Severance Continuation
Period.


 


(ii)           If an Affected Employee
is a participant in the GlobalSantaFe 401(k) Savings Plan on his Termination
Date, the Affected Employee’s account in the GlobalSantaFe 401(k) Savings Plan
will be fully vested as of his Termination Date. No Affected Employee may make
employee contributions, nor will any employer contributions be made on behalf
of the Affected Employee, to the GlobalSantaFe 401(k) Savings Plan following
the Affected Employee’s Termination Date.


 


(c)           Medical Plan, Dental
Plan and Employee Assistance Plan


 


Affected Employees shall
be eligible to elect continued medical and/or dental coverage, including
eligible dependent coverage for dependents covered on the Affected Employee’s
Termination Date, at the applicable active employee rate beginning on the
Termination Date and continuing until the earlier of the date the Affected
Employee is eligible for other employer coverage or the expiration of the
Severance Continuation Period.


 


9

















 


Affected Employees shall
also be eligible for continued coverage in the Employer’s employee assistance plan.


 


An Affected Employee
classified as a U.S. National Resident, Expatriate Resident or Expatriate
Resident Commuter who repatriates to the U.S. will be eligible for medical
and/or dental coverage under and subject to the governing provisions of the
applicable U.S.-based health care plan and will be required to pay the active
employee rate for such plan, if elected.


 


An Affected
Employee who (i) was employed by Transocean or an Affiliate immediately prior
to the Closing Date, (ii) is classified as an Expatriate Resident or Expatriate
Resident Commuter, and (iii) will be residing outside the U.S., shall be
eligible for the Transocean International Group Medical and Dental Benefits
Plan, and if an Affected Employee elects such coverage, will participate in and
be required to pay the active employee rate during the Severance Continuation
Period as if in Expatriate Commuter status.


 


An Affected Employee who
(i) was employed by GlobalSantaFe or its subsidiaries immediately prior to the
Closing Date, (ii) is classified as an Expatriate Resident or Expatriate
Resident Commuter, and (iii) will be residing outside the U.S., shall be
eligible for medical and/or dental coverage under the applicable U.S-based
health care plan or BUPA plan, and if an Affected Employee elects such coverage,
will participate in and be required to pay the active employee rate for such
plan during the Severance Continuation Period.


 


The Severance
Continuation Period shall run concurrently with the COBRA coverage period, if
applicable, and the Affected Employee may be entitled to continue coverage
pursuant to the provisions of COBRA for any remaining COBRA coverage period (as
measured from the Termination Date), as applicable, at the COBRA Rate after the
Severance Continuation Period ends.


 


Affected Employees not
eligible for COBRA coverage may elect to continue coverage after the Severance
Continuation Period for any remaining period up to a total of 18 months (as
measured from the Termination Date) at a rate equal to 102% of the total employee
and Employer cost of coverage.


 


The benefits described in
this Section supersede and replace any and all continuation of medical, dental and
employee assistance coverage otherwise provided to Affected Employees upon
termination of employment to the extent allowable by law.


 


All medical plan
coverages, dental plan coverages, and contribution rates are subject to change at
any time and from time to time.


 


(d)           Retiree Medical 


 


If an Affected Employee
elects a Retirement Date during the Severance Continuation Period, the Affected
Employee may elect the Employer’s applicable


 


10

















 


retiree medical coverage,
provided that the election is made within 30 days of the end of the Severance
Continuation Period. If elected, retiree medical coverage will begin on the day
immediately following the cessation in the applicable active employee medical
plan and participation in the applicable active employee medical plan described
in Section 5(c) above will cease as of the end of the Severance Continuation
Period.


 


If, on or before the end
of the Severance Continuation Period, an Affected Employee is at least age 50
years, has completed at least 10 years of Service and the sum of his age and
years of Service equals at least 65, the Affected Employee shall be eligible to
elect retiree medical coverage, including dependent coverage, under the retiree
medical plan for which the Affected Employee is eligible or will become
eligible to participate at such time as he retires. For the purpose of
determining retiree medical coverage eligibility, age shall be the Affected
Employee’s actual age at the end of the Severance Continuation Period and any
service requirement shall be determined by using the sum of Service and the
length of the Severance Continuation Period. The Affected Employee is
responsible for paying the applicable retiree rate per the current retiree rate
schedule.


 


An Affected
Employee who (i) was employed by Transocean or its Affiliates immediately prior
to the Closing Date, (ii) is classified as an Expatriate Resident or Expatriate
Resident Commuter, and (iii) resides outside the U.S., may elect either the
Transocean U.S. Group Medical Benefits Plan retiree coverage or an additional
12 months of Transocean International Group Medical Benefits Plan coverage, and
if an Affected Employee so elects, with participation and contribution rates
determined as if Expatriate Commuter status.


 


Regardless of age
and/or Service, Affected Employees of an Employer who are eligible to retire
and who have been grandfathered in their eligibility for retiree medical
coverage shall continue to be eligible for retiree medical coverage as stated
in the grandfathered terms and conditions as set forth in the applicable
summary plan descriptions.


 


The Affected Employee must
elect retiree medical coverage within 30 days after the last day of his
Severance Continuation Period as a condition to receipt of retiree medical
coverage.


 


Retiree medical coverage
may be terminated at any time and for any reason. All retiree medical contribution
rates are subject to change at any time and from time to time.


 


11

















 


(e)           Outplacement
Assistance 


 


Affected Employees
will be offered outplacement assistance for such period and in such manner as
Transocean may determine in its sole discretion. Transocean will determine the
provider of the outplacement assistance. An Affected Employee will be notified
of the provision of outplacement assistance.


 


6.             All
Other Benefit Plans and Programs


 


An Affected Employee’s
participation in all other employee benefit plans and/or programs of any
Employer will cease as of his Termination Date, subject to the terms and
conditions of the governing documents and/or policies of those employee benefit
plans and/or programs.


 


If an Affected Employee
qualifies for a Severance Benefit under the Plan, his termination will be
considered a termination “for the convenience of the Company” as applicable
pursuant to the terms of any benefit plan, award or agreement in effect on
November 27, 2007.


 


Except as otherwise
indicated in Section 5(b), no employee or employer contributions to any
Employer-sponsored savings or retirement plans during the Severance
Continuation Period will be allowed.


 


Whether an Affected
Employee satisfies the requirements for a Severance Benefit, his rights under
any Employer’s health care plan, health care reimbursement plan and/or
dependent care reimbursement plan will be governed by the provisions of each
respective plan and, with respect to any such health care plan and health care
reimbursement plan, the provisions of COBRA.


 


7.             Tax
Considerations - Code Section 409A; Code Section 280G


 


(a)           Code
Section 409A.


 


(i)            General
Rule. Transocean intends that the Plan comply in form and operation with the
provisions of Code Section 409A to the extent applicable. Notwithstanding
anything in the Plan to the contrary, if any Plan provision or payment made
under the Plan would result in the imposition of an excise tax under Code Section
409A, the Plan Administrator shall use its best efforts to reform such
provision or payment in a manner the Plan Administrator determines is
appropriate to comply with Code Section 409A, and no such action shall be
deemed to adversely affect the rights of any Affected Employee under the Plan. An entitlement to a series of payments under the
Plan is to be treated as an entitlement to a series of separate payments.


 


(ii)           Specified
Employees. If an Affected Employee is a “specified employee,” as such term
is defined in Code Section 409A, any payments payable as a result of


 


12

















 


the Affected Employee’s termination of employment
(other than death) shall not be payable before the earliest of (x) the date
that is six months after the Affected Employee’s termination, (y) the date of
the Affected Employee’s death, or (z) the date that otherwise complies with the
requirements of Code Section 409A. This Section shall be applied by
accumulating all payments that otherwise would have been paid within six months
of the Affected Employee’s termination and paying such accumulated amounts
(without interest) at the earliest date which complies with the requirements of
Code Section 409A.


 


(iii)          Reimbursements. All reimbursements
pursuant to the Plan shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv)
such that the reimbursements will be deemed payable at a specified time or on a
fixed schedule relative to a permissible payment event. Specifically, the
amounts reimbursed during one taxable year of the Affected Employee may not
affect the amounts reimbursed in any other taxable year (except that total
reimbursements may be limited by a lifetime maximum under a group health plan),
the reimbursement of an eligible expense shall be made on or before the last
day of the Affected Employee’s taxable year following the taxable year in which
the expense was incurred, and the right to reimbursement is not subject to
liquidation or exchange for another benefit.


 


(b)           Code Section 280G.


 


(i)            General
Rule. Notwithstanding any contrary provisions in any plan, program or
policy of an Employer and except as provided in subsection (ii) below, if
all or any portion of the benefits payable under the Plan, either alone or
together with other payments and benefits which an Affected Employee is to
receive or is entitled to receive from an Employer or Affiliate, would
constitute a “parachute payment” within the meaning of Code Section 280G,
the Employer shall reduce the payments and benefits payable under the Plan to
the extent necessary so that no portion thereof shall be subject to the excise
tax imposed by Code Section 4999, 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
(w) the total amount payable to the Affected Employee under the Plan, plus
(x) all other payments and benefits which the Affected Employee receives
or is then entitled to receive from an Employer or Affiliate that, alone or in
combination with the payments and benefits payable under the Plan (after taking
into account any reduction contemplated in subsection (iii)), would constitute
a “parachute payment” within the meaning of Code Section 280G (each such
benefit hereinafter referred to as an “Additional Parachute Payment”), less (y)
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 the Affected Employee (based upon the rate in effect
for such year as set forth in the Code at the time of the payment under the
Plan), less (z) the amount of excise taxes imposed with respect to the
payments and benefits described in (w) and (x) above by Code Section 4999.


 


13

















 


(ii)           Exception
if Gross-Up Applies. If an Affected Employee is entitled to a Gross-Up
Payment with respect to an Additional Parachute Payment paid pursuant to any
other plan, program or policy of an Employer or Affiliate, the provisions of
Section 7(b) above shall not apply. A “Gross-Up Payment” means a payment by an
Employer or Affiliate to cover the excise tax imposed on an Additional
Parachute Payment by Code Section 4999.


 


(iii)          Ordering Rule. Notwithstanding any
contrary provisions in any other plan, program or policy of an Employer or
Affiliate, if any plan, program or policy of an Employer or Affiliate provides
for a reduction designed to avoid the 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 7(b) above shall apply to the benefits payable under the Plan.


 


8.             Unemployment
Benefits; Taxes


 


Payments under the Plan
will not be reduced because of any unemployment benefits an Affected Employee
may be eligible to receive under applicable federal or state unemployment laws.
Any required U.S. federal or state income and employment tax withholding will
be deducted from any benefit paid under the Plan.


 


9.             Payment
of Severance Benefits on Death


 


If an Affected Employee
dies on or after his Termination Date and after executing and returning the
Waiver and Release (without having timely revoked it) but before receiving his
full Severance Benefit, the remaining Severance Benefit will be paid to the
executor or legal representative of the Affected Employee’s estate in a lump
sum as soon as practicable after the date of death.


 


10.          Health
Benefit Continuation of Eligible Surviving Dependents upon Death


 


If an Affected Employee
dies on or after his Termination Date and after executing and returning the
Waiver and Release (without having timely revoked it), his surviving dependents
who would have been eligible for continuation health care coverage, as
described above in Section 5(c), will be allowed to continue receiving health
care coverage under the same terms and for the same period of time as if the
Affected Employee had not died.


 


11.          Non-Assignment
of Severance Payment


 


No benefit under the Plan
will be subject to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, voluntary or involuntary, by operation of law or
otherwise, and any attempt to do so will be void. Further, no benefit under the
Plan will be liable for or subject to the debts, contracts, liabilities,
engagements or torts of the person entitled to it, except as required by law.


 


14

















 


12.          Duration
of the Plan


 


The Plan shall continue
in effect through the Severance Protection Period. The Plan may be amended by
written action of Transocean at any time and from time to time; provided,
however, that the Plan shall not be amended during the Severance Protection
Period in any way adverse to Affected Employees without their prior written
consent, and provided further that no amendment pursuant to Section 7(a)(1)
shall be deemed adverse to any Affected Employee.


 


13.          Adoption
of Plan by Affiliates; Plan Administrator


 


Each Affiliate of
Transocean and GlobalSantaFe will be considered an Employer and will remain an
Employer under the Plan if it employed an Affected Employee as of the day
immediately preceding the Closing Date or as of any time thereafter, provided
that an Affiliate will not be an Employer if the Affiliate is specifically
excluded from coverage under the Plan either through amendment of the Plan or
by action of the Board of Directors of Transocean or such Affiliate.


 


By its participation in
the Plan, each Affiliate acknowledges the appointment and authority of the Plan
Administrator by Transocean and agrees to the Plan’s terms. By its
participation in the Plan, an Affiliate also authorizes and designates
Transocean and the Plan Administrator as the Affiliate’s agents to act in all
transactions affecting the continued operation of the Plan.


 


The Plan Administrator
shall have such powers as may be necessary to discharge its duties under the
Plan, including, but not by way of limitation, the following powers and duties:


 


(i)            to construe and
interpret the Plan, decide all questions of eligibility and determine the
amount, manner and time of payment of any benefits hereunder;


 


(ii)           to prescribe procedures
to be followed by Affected Employees filing applications for benefits, if
applicable;


 


(iii)          to receive from the
Employers and from Affected Employees such information as shall be necessary
for the proper administration of the Plan;


 


(iv)          to prepare and
distribute, in such manner as the Plan Administrator determines to be
appropriate, information explaining the Plan;


 


(v)           to furnish the
Employers, upon request, such annual reports with respect to the administration
of the Plan as are reasonable and appropriate;


 


(vi)          to appoint or employ
individuals to assist in the administration of the Plan and any other agents it
deems advisable, including legal counsel; and


 


15

















 


(vii)         to interpret and construe
all terms, provisions, conditions and limitations of the Plan and to reconcile
any inconsistency or supply any omitted detail that may appear in the Plan in
such manner and to such extent as it shall determine consistent with the
general terms of the Plan.


 


14.          Claims
Procedures


 


(a)           Making a Claim


 


If benefits due
under the Plan have not been provided within the applicable time frame
specified for such benefits, an Affected Employee, his beneficiary or an
authorized representative (referred to as the “Claimant”) must request those
benefits in writing from the Plan Administrator within 90 days of the
Termination Date or termination of benefit payments. Claims will be evaluated
and approved or denied by the Plan Administrator in accordance with the terms
of the Plan.


 


This
Section 14 describes procedures that must be followed by the Plan in
denying a claim, or by the Claimant in appealing the denial of a claim.


 


For all claims and
appeals, the time frame during which a benefit determination must be made
begins when the claim or appeal is filed as required by the Plan, even if all
of the information necessary to make a benefit determination is not a part of
the filing. If the deadline for a decision on a claim or appeal is extended
because the Claimant did not provide all of the information necessary to decide
the claim, the deadline for making the benefit determination will be extended
by the length of time that passes between the extension notice and the date on
which the requested additional information is provided to the Plan
Administrator.


 


A Claimant may not
sue for any Plan benefits until he has exhausted all of the appeal procedures
provided in this Section 14.


 


(b)           Denial of a Claim


 


If a claim for
benefits is denied under the Plan, the Claimant will be given written or
electronic notice of the denial within a reasonable period of time after the
claim is received. This will not be later than 90 days after the claim was
received unless special circumstances require an extension of time for
processing. If there is an extension, the Claimant will be given written notice
of the extension, the reason for the extension within the initial 90-day period
after the claim was received, and the date by which the decision is expected to
be made. The extension will not extend beyond 180 days after the original claim
was received by the Plan Administrator.


 


Any notice that a
claim for benefits has been denied will include:


 


(i)            the specific reason(s)
for the denial;


 


(ii)           the specific
provision(s) of the Plan on which the denial is based;


 


16

















 


(iii)          a description of any
additional material or information necessary in order for the claim to be
approved, and an explanation of why that material or information is necessary;
and


 


(iv)          an explanation of how to
appeal the denial, including a statement of the Claimant’s right to file a
lawsuit under Section 502(a) of ERISA if his claim is denied on appeal.


 


(c)           Appealing a Denied
Claim


 


If the claim is
denied, the Claimant can request reconsideration of the claim denial by the
Plan Administrator. The request must be made in writing within 60 days after
the date the Claimant receives the claim denial. In connection with the appeal,
the Claimant may provide the Plan Administrator written comments, documents,
records and other information relating to the claim for benefits. The Claimant
also will be provided, upon request and free of charge, reasonable access to,
and copies of, all documents, records, and other information relevant to the
claim for benefits. This includes any such item that:


 


(i)            was relied on in
making a benefit determination;


 


(ii)           was submitted,
considered or generated in making the benefit determination, regardless of
whether it was relied on; or


 


(iii)          demonstrates compliance
with administrative processes and safeguards designed to ensure benefit
determinations are appropriately made in accordance with the Plan.


 


(d)           Review of Denied
Claim on Appeal


 


The Plan
Administrator will reconsider any denied claim for which it receives an appeal
as set forth in Subsection 14(c). The Plan Administrator’s review will
take into account all comments, documents, records, and other information
submitted by the Claimant relating to the claim, even if this information was
not submitted or considered in the initial benefit determination.


 


The Plan
Administrator must make its decision on the appeal within a reasonable period
after receiving the appeal, but not later than 60 days after the appeal
was received (plus up to an additional 60 days if special circumstances require
an extension of the deadline for making a decision on appeal). The Claimant
will be notified in writing, within 60 days after the date that the appeal was
received by the Plan Administrator, if any extension is necessary. That notice
will state why the extension is required and the date by which the Plan
Administrator expects to make the decision on the appeal.


 


The decision on
the appeal will be provided to the Claimant in writing or electronically. If
the claim is denied on appeal, the decision will include:


 


17

















 


(i)            the specific reason(s)
for the denial;


 


(ii)           the specific
provision(s) of the Plan on which the denial is based;


 


(iii)          a statement that the
Claimant is entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records, and other information
relevant to the claim for benefits (as described above in Subsection 14(c));


 


(iv)          a statement describing
voluntary appeal procedures offered by the Plan, if any, and the Claimant’s
right to obtain further information about any such procedures; and


 


(v)           a statement of the
Claimant’s right to file a lawsuit under ERISA.


 


Subject to a
Claimant’s right to file a lawsuit under ERISA, the decision on appeal will be
final and binding on the Claimant, the Plan Administrator and all other
interested parties.


 


15.          Participant
Rights


 


As a participant in the
Plan, you are entitled to certain rights and protections under ERISA. ERISA
provides that all Plan participants shall be entitled to:


 


Receive
Information About Your Plan and Benefits


 


Examine, without charge,
at the Plan Administrator’s office and at other specified locations, such as
work sites and union halls, all documents governing the Plan, including
insurance contracts and collective bargaining agreements, and a copy of the
latest annual report (Form 5500 Series) filed by the Plan with the U.S.
Department of Labor and available at the Public Disclosure Room of the Employee
Benefits Security Administration.


 


Obtain, upon written
request to the Plan Administrator, copies of documents governing the operation
of the Plan, including insurance contracts and collective bargaining
agreements, and copies of the latest annual report (Form 5500 Series) and
updated summary plan description. The Plan Administrator may make a reasonable
charge for the copies.


 


Receive a summary of the
Plan’s annual financial report. The Plan Administrator is required by law to
furnish each participant with a copy of this summary annual report.


 


Prudent Actions by
Plan Fiduciaries


 


In addition to creating
rights for Plan participants, ERISA imposes duties upon the people who are
responsible for the operation of an employee benefit plan. The people who
operate your Plan, called “fiduciaries” of the Plan, have a duty to do so
prudently and in the interest of you and other Plan participants and
beneficiaries. No one, including your


 


18

















 


employer, your union, or
any other person, may fire you or otherwise discriminate against you in any way
to prevent you from obtaining a benefit or exercising your rights under ERISA.


 


Enforce Your
Rights


 


If your claim for a
benefit is denied or ignored, in whole or in part, you have a right to know why
this was done, to obtain copies of documents relating to the decision without
charge, and to appeal any denial, all within certain time schedules. Under
ERISA, there are steps you can take to enforce the above rights. For instance,
if you request a copy of Plan documents or the latest annual report from the
Plan and do not receive them within 30 days, you may file suit in a federal
court. In such a case, the court may require the Plan Administrator to provide
the materials and pay you up to $110 a day until you receive the materials,
unless the materials were not sent because of reasons beyond the control of the
Plan Administrator. If you have a claim for benefits which is denied or
ignored, in whole or in part, you may file suit in a state or federal court
after you have exhausted all of the appeal procedures provided for in Section
14 of the Plan. If it should happen that Plan fiduciaries misuse the Plan’s
money, or if you are discriminated against for asserting your rights, you may
seek assistance from the U.S. Department of Labor, or you may file suit in a
federal court. The court will decide who should pay court costs and legal fees.
If you are successful, the court may order the person you have sued to pay
these costs and fees. If you lose, the court may order you to pay these costs
and fees, for example, if it finds your claim is frivolous.


 


Assistance with
Your Questions


 


If you have any questions
about the Plan, you should contact the Plan Administrator. If you have any
questions about this statement or about your rights under ERISA or if you need
assistance in obtaining documents from the Plan Administrator, you should
contact the nearest office of the Employee Benefits Security Administration,
U.S. Department of Labor, listed in your telephone directory, or the Division
of Technical Assistance and Inquiries, Employee Benefits Security
Administration, U.S. Department of Labor, 200 Constitution Avenue N.W.,
Washington, D.C. 20210. You may also obtain certain publications about your
rights and responsibilities under ERISA by calling the publications hotline of
the Employee Benefits Security Administration.


 


16.          Prior
Severance Plans


 


The Plan supersedes,
amends and restates all prior severance plans, practices and policies (other
than individual contracts providing for severance benefits) in effect with any
Employer, specifically including the Transocean Executive Severance Policy and
the GlobalSantaFe Severance Program for Shorebased Staff Personnel; provided, however, that the Transocean Executive Change of
Control Severance Benefit policy remains in effect and is not superseded. The
superseded severance plans, practices and policies are discontinued and
terminated with respect to all Affected Employees eligible for a benefit under
the Plan.


 


19

















 


17.          Plan
Document Controls


 


In the event of any
inconsistency between the Plan document and any other communication regarding
the Plan, the Plan document as contained herein controls.


 


18.          Construction


 


Nothing in the Plan shall
be construed to amend any provision of any plan or policy of an Employer or any
Affiliate except as otherwise expressly noted herein. The Plan is not, and
shall not be deemed to create, any commitment by an Employer or any Affiliate
to continue any Employee’s employment. The captions of the Plan are not part of
the provisions of the Plan and shall have no force or effect. Whenever the
context requires, the masculine gender includes the feminine gender, and words
used in the singular or plural will include the other.


 


19.          Controlling
Law


 


The Plan is an employee
welfare benefit plan under ERISA. The Plan and the Waiver and Release will be
interpreted under ERISA and the laws of the State of Texas to the extent that
state law is applicable. Any controversy or dispute arising under or as a
result of the Plan will be subject to the exclusive jurisdiction of the U.S.
and will be brought in Houston, Harris County, Texas. As a condition to
participating in and receiving any benefits under the Plan, an Affected
Employee agrees to waive all of his rights to pleas regarding subject matter
jurisdiction, personal jurisdiction, or venue with respect to any matter(s) or
dispute(s) arising out of or connected with the Plan.


 


20.          General
Information


 


(a)           Plan Sponsor:


Transocean Inc.


Grand Cayman Office


70 Harbour Dr.


4th FL, Block B


George Town, KY


Cayman Islands


 


Postal Address


Transocean Inc.


Grand Cayman Office


P.O. Box 10342


Grand Cayman KYI-1003


Cayman Islands


 


Telephone number +1
345-745-4500


 


(b)           Employer
Identification Number of Plan Sponsor:  66-0582307.


 


(c)           Plan Number: 
515.


 


20

















 


(d)           Plan Year:  The
plan year for reporting to governmental agencies and employees shall be the
calendar year.


 


(e)           Plan Administrator:  The Administrative Committee of Transocean,
or such person or entity as Transocean may thereafter designate from time to
time.


 


Transocean Inc.


Administrative Committee


c/o Transocean Offshore
Deepwater Drilling Inc.


Attn: Benefits Manager


4 Greenway Plaza


Houston, TX 77046


 


1-800-474-8352


 


The Plan Administrator is
responsible for the operation and administration of the Plan. The Plan
Administrator is authorized, in its discretion, to construe and interpret the
Plan, and its decisions shall be final and binding. Benefits under the Plan will
be paid only if the Plan Administrator decides, in its discretion, that the
applicant is entitled to them. The Plan Administrator shall make all reports
and disclosures required by law.


 


(f)            Agent for Service
of Legal Process:


 


Transocean Offshore Deepwater
Drilling Inc.


Attn: Manager HR -
Headquarters


4 Greenway Plaza


Houston, TX 77046


 


713-232-7500


 


(g)           Plan Duration:
Severance Protection Period.


 


(h)           Source of Benefits:  Payments
under the Plan shall be made from the general assets of the appropriate
Employers, as determined by the Plan Administrator.


 


21

















 


Exhibit A


 





 


WAIVER AND RELEASE AGREEMENT


 


In exchange for the
payment and the other promises made by Transocean Offshore Deepwater Drilling
Inc. (“Transocean”) in this Waiver and Release Agreement (“Agreement”), I, NAME, on behalf of myself, my heirs, relations, successors,
executors, administrators, assigns, agents, representatives, attorneys, and
anyone acting on my behalf, promise and agree as follows:


 


I irrevocably and
unconditionally release, acquit, and forever discharge Transocean and
its predecessors, successors, parent and affiliated companies (collectively,
the “Transocean Group”), and its and their past and present officers,
directors, attorneys, insurers, agents, servants, suppliers, representatives,
employees, affiliates, subsidiaries, parent companies, partners, predecessors
and successors in interest, assigns and benefit plans (except with respect to
vested benefits under such plans), and any other persons or firms for whom
Transocean could be legally responsible (collectively, “Released Parties”),
from any and all claims, liabilities or causes of action, whether known or now
unknown to me, arising from or related in any way to my employment or
termination of my employment with Transocean and/or any of the Released Parties
and occurring through the date I sign this Agreement, as indicated below (the “Execution
Date”).


 


I acknowledge that this
Agreement is my knowing and voluntary waiver of all rights or claims arising on
or before the Execution Date. I understand and agree that my waiver includes,
but is not limited to, all waivable charges, complaints, claims, liabilities,
actions, suits, rights, demands, costs, losses, damages or debts of any nature,
including, but not limited to, claims arising under Title VII of the Civil
Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Texas
Commission on Human Rights Act; the Americans with Disabilities Act; the Age
Discrimination in Employment Act, as amended; the Older Workers Benefit
Protection Act; the Family and Medical Leave Act of 1993; the Texas Workers’
Compensation Act; the Texas Labor Code; the Employee Retirement Income Security
Act of 1974, as amended; all state and federal statutes and regulations; and
the common law, whether based in law or equity, in tort or contract. I further
acknowledge and agree that my waiver of rights or claims is in exchange for
valuable payments and other promises in addition to anything of value to which
I already am entitled.


 


I acknowledge and agree
that Transocean has no obligation to reemploy, rehire or recall me, and promise
that I shall not apply for re-employment with the Transocean Group.


 


22

















 


I agree that in
connection with any existing or future administrative, civil or criminal legal
proceeding, arbitration, mediation or investigation brought by or against any
member of the Transocean Group, including any internal investigation, relating
to events which occurred during my employment or about which I may have
information, I will cooperate fully and devote such time as may be reasonably
required in the investigation, preparation, prosecution or defense of such
proceeding. This includes, but is not limited to, executing truthful
declarations or providing information and/or documents, offering and explaining
evidence, participating in discovery, and trial preparation and testimony, all
as may be deemed reasonably necessary or desirable by Transocean. For its part,
upon receipt of satisfactory documentation from me, Transocean shall reimburse
me promptly for my reasonable expenses incurred in connection with my
assistance and/or cooperation with respect to such proceedings.


 


I agree that I will not:


 


a.             Divulge or
appropriate for my own use or the use of others any confidential information or
trade secrets pertaining to the business of the Transocean Group that I
obtained or learned while employed by any member of the Transocean Group; or


 


b.             during the period
beginning on the Execution Date of this Agreement and ending two years
thereafter, solicit on my own behalf, or on behalf of any other person, firm or
company, the employment of any person employed by any member of the Transocean
Group.


 


I acknowledge and agree
that this Agreement does not in any way limit or diminish my existing
obligations to protect the confidential information, trade secrets and business
assets of the Transocean Group.


 


For my promises in this
Agreement, Transocean agrees to pay me $AMOUNT HERE,
less applicable taxes and withholdings (the “Amount”), and certain other
benefits (the “Additional Benefits”) described in the Transocean Special
Transition Severance Plan for Shore-Based Employees (the “Transition Plan”). I
understand that I will be paid the Amount in accordance with the terms of this
Agreement and the Transition Plan, either on a “lump sum” or a “salary
continuation” basis, whichever applies to me per the Transition Plan.


 


Provided that that I sign
this Agreement, return it to Transocean per the instructions below, do not
revoke it within the seven-day period immediately following the Execution Date
(the “Revocation Period”), and comply with its terms, the Agreement becomes
enforceable upon expiration of the Revocation Period.


 


I acknowledge and
understand that I am not entitled to the Amount or the Additional Benefits
except in exchange for this Agreement. Therefore, I will not be paid the Amount
or receive the Additional Benefits unless I execute, date and return this
Agreement to Transocean, do not revoke this Agreement within the Revocation
Period, and comply with its terms.


 


23

















 


I warrant, acknowledge
and agree that:


 


a.             My acceptance of this
Agreement is completely voluntary;


 


b.             I have had the
opportunity to consider this Agreement for forty-five (45) days (or until insert 45 day date ), though I understand I may accept
sooner than 45 days if I choose;


 


c.             I am hereby being
advised in writing by Transocean to consult with an attorney regarding the
terms of this Agreement before accepting;


 


d.             if I accept this
Agreement, I have the Revocation Period to revoke my acceptance;


 


e.             this Agreement shall
become enforceable upon expiration of the Revocation Period so long as I have
not revoked my acceptance of the Agreement and have complied with its terms;


 


f.              I am receiving under
this Agreement consideration of value in addition to anything to which I
already am entitled;


 


g.             I have been informed
in writing in the attached Schedule A to this Agreement of:  (1) the unit of individuals considered for
termination and offered a payment and benefits package in exchange for a waiver
and release, (2) the eligibility factors for the offer, (3) the time limits
applicable, (4) the job titles and ages of all individuals eligible or selected
for the package, and (5) the ages of all individuals in the same job
classification or organizational unit who are not selected or eligible for the
payment and benefits package; and


 


h.             I do not waive any
claims or rights that may arise after the Execution Date of this Agreement.


 


I promise to keep the
terms and conditions of this Agreement strictly confidential and will
disclose them only to professional advisors or as required by law. This
commitment to confidentiality is essential to this Agreement, and I recognize
the right of Transocean to take whatever measures are necessary to enforce my
promise of confidentiality.


 


I acknowledge and agree
that I have carefully read this Agreement and I represent, warrant and promise
as follows:


 


a.             I understand this
Agreement is my release and waiver of all waivable claims, known and unknown,
past or present, which exist on or before the Execution Date;


 


b.             I have entered into
this Agreement in exchange for Transocean’s promises in this Agreement,
including to pay the Amount and provide the Additional Benefits;


 


24

















 


c.             I am fully competent
to execute this Agreement, which I understand is a binding contract;


 


d.             I accept this
Agreement of my own free will, after having a reasonable period of time to
review, study and deliberate regarding its meaning and effect, and without
reliance on any representation of any kind or character not specifically
included in writing in this Agreement;


 


e.             I execute this
Agreement fully knowing its effect and voluntarily; and


 


f.              I understand that
Transocean is relying upon the truthfulness of the statements I make in this
Agreement, and I understand that Transocean would not enter into this Agreement
with me or pay me the Amount or provide the Additional Benefits if I did not
make each of the representations and promises contained in this Agreement.


 


This Agreement shall be
interpreted and construed in accordance with and shall be governed by the laws
of the State of Texas, notwithstanding any conflicts of law principles which
may refer to the laws of any other jurisdiction.


 


To accept this Agreement,
I understand that I must sign the Acceptance of Agreement (below) before a
notary public. I then must return the signed and notarized Agreement to Debbie Groff at Transocean no later than close of business
on insert 45 day date. The fully executed
Agreement should be delivered by hand to the Human Resources Department marked
to the attention of Debbie Groff or mailed to the following address:


 


Transocean Offshore
Deepwater Drilling Inc.


Attention:  Debbie Groff


P.O. Box 2765


Houston, Texas  77252-2765


 


This Agreement will not
be enforceable and no payment of the Amount or provision of Additional Benefits
will be made unless the above procedure is strictly followed. I understand that
if I have any questions concerning the procedure, I may call Debbie Groff at 713. 232.7650.


 


To revoke this Agreement,
I understand that I must provide written notice to Transocean, signed by me
before a notary public, stating my intention to revoke. Notice of my intention
to revoke must be delivered before the Revocation Period expires, and should be
delivered by hand to the Human Resources Department marked to the attention of
Debbie Groff or mailed to the address above. I understand that my revocation of
this Agreement will not be effective unless the above procedure is strictly
followed.


 


25

















 


ACKNOWLEDGMENT
OF RECEIPT


 


This Agreement was given
to me on this       day of            ,
200  .


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Employee’s Signature

  



 


 


ACCEPTANCE
OF AGREEMENT BY COMPANY


 


Accepted and agreed to
this       day of             ,
200  .


 


TRANSOCEAN
OFFSHORE DEEPWATER DRILLING INC.


 


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 


ACCEPTANCE
OF AGREEMENT BY EMPLOYEE


 


This Acceptance must be
signed and dated no later than insert 45 day date.


 


I knowingly and
voluntarily choose to accept this Waiver and Release Agreement and agree to be
bound by it.


 


Accepted this      day
of             ,
200  .


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Employee’s Signature

  



 


26

















 


NOTARIAL
ACKNOWLEDGMENT


 


	
  STATE OF

  	
   

  	
  §

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  §

  
	
   

  	
   

  	
   

  
	
  COUNTY/PARISH OF

  	
   

  	
  §

  



 


BEFORE ME, the
undersigned, on this day personally appeared                   ,
known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that such person executed the same for the
purposes and consideration therein expressed.


 


GIVEN UNDER MY HAND AND
SEAL OF OFFICE this        day of           ,
200  .


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notary Public in and
  for the State of

  



 


27

















 


Schedule A


 


(A) The decisional unit
is all [describe level] employees in the [Name] Department.


 


(B) All [describe level] employees in the [Name] Department
were eligible to be considered for termination of employment. [Number] persons were selected for employment termination
based on individual performance, individual contribution and overall
departmental needs.


 


(C) [Number]
employees were selected for employment termination and are being offered a
payment and benefits package in exchange for a waiver and release agreement. To
accept the package, the terminated employee must sign and return the waiver and
release agreement to Debbie Groff
within 45 days (i.e., on or before [DATE]). After a
signed and notarized copy of the waiver and release indicating acceptance of
the offer has been returned to Debbie Groff,
the employee will then have 7 days to revoke the waiver and release agreement
and must do so by delivering a written statement of revocation to Debbie Groff which must be received at Transocean no later
than the close of business on the 7th day after acceptance.


 


(D) The following is a
listing of the ages and job titles of [describe level]
employees in the [Name] Department who were
released from employment and received the offer of a payment and benefits
package in exchange for signing a waiver and release agreement and a listing of
the ages of those [describe level]
employees in the [NAME] department who did not.


 


 


	
  [Describe level] Job Titles: [Name]

  Department:

  	
   

  	
  Ages of persons

  released:

  	
   

  	
  Ages of persons

  retained:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


28

















 


Exhibit B


 





 


WAIVER AND RELEASE AGREEMENT


 


In exchange for the
payment and the other promises made by Transocean Offshore Deepwater Drilling
Inc. (“Transocean”) in this Waiver and Release Agreement (“Agreement”), I, NAME, on behalf of myself, my heirs, relations, successors,
executors, administrators, assigns, agents, representatives, attorneys, and
anyone acting on my behalf, promise and agree as follows:


 


I irrevocably and
unconditionally release, acquit, and forever discharge Transocean and
its predecessors, successors, parent and affiliated companies (collectively,
the “Transocean Group”), and its and their past and present officers,
directors, attorneys, insurers, agents, servants, suppliers, representatives,
employees, affiliates, subsidiaries, parent companies, partners, predecessors
and successors in interest, assigns and benefit plans (except with respect to
vested benefits under such plans), and any other persons or firms for whom
Transocean could be legally responsible (collectively, “Released Parties”),
from any and all claims, liabilities or causes of action, whether known or now
unknown to me, arising from or related in any way to my employment or
termination of my employment with Transocean and/or any of the Released Parties
and occurring through the date I sign this Agreement, as indicated below (the “Execution
Date”).


 


I acknowledge that this
Agreement is my knowing and voluntary waiver of all rights or claims arising on
or before the Execution Date. I understand and agree that my waiver includes,
but is not limited to, all waivable charges, complaints, claims, liabilities,
actions, suits, rights, demands, costs, losses, damages or debts of any nature,
including, but not limited to, claims arising under Title VII of the Civil
Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Texas
Commission on Human Rights Act; the Americans with Disabilities Act; the Age
Discrimination in Employment Act, as amended; the Older Workers Benefit
Protection Act; the Family and Medical Leave Act of 1993; the Texas Workers’
Compensation Act; the Texas Labor Code; the Employee Retirement Income Security
Act of 1974, as amended; all state and federal statutes and regulations; and
the common law, whether based in law or equity, in tort or contract. I further
acknowledge and agree that my waiver of rights or claims is in exchange for
valuable payments and other promises in addition to anything of value to which
I already am entitled.


 


I acknowledge and agree
that Transocean has no obligation to reemploy, rehire or recall me, and promise
that I shall not apply for re-employment with the Transocean Group.


 


I agree that in
connection with any existing or future administrative, civil or criminal legal
proceeding, arbitration, mediation or investigation brought by or against any
member of the Transocean Group, including any internal investigation, relating
to events which occurred


 


29

















 


during my employment or
about which I may have information, I will cooperate fully and devote such time
as may be reasonably required in the investigation, preparation, prosecution or
defense of such proceeding. This includes, but is not limited to, executing
truthful declarations or providing information and/or documents, offering and
explaining evidence, participating in discovery, and trial preparation and
testimony, all as may be deemed reasonably necessary or desirable by Transocean.
For its part, upon receipt of satisfactory documentation from me, Transocean
shall reimburse me promptly for my reasonable expenses incurred in connection
with my assistance and/or cooperation with respect to such proceedings.


 


I agree that I will not:


 


a.             Divulge or
appropriate for my own use or the use of others any confidential information or
trade secrets pertaining to the business of the Transocean Group that I
obtained or learned while employed by any member of the Transocean Group; or


 


b.             during the period
beginning on the Execution Date of this Agreement and ending two years
thereafter, solicit on my own behalf, or on behalf of any other person, firm or
company, the employment of any person employed by any member of the Transocean
Group.


 


I acknowledge and agree
that this Agreement does not in any way limit or diminish my existing
obligations to protect the confidential information, trade secrets and business
assets of the Transocean Group.


 


For my promises in this
Agreement, Transocean agrees to pay me $AMOUNT HERE,
less applicable taxes and withholdings (the “Amount”), and certain other
benefits (the “Additional Benefits”) described in the Transocean Special
Transition Severance Plan for Shore-Based Employees (the “Transition Plan”). I
understand that I will be paid the Amount in accordance with the terms of this
Agreement and the Transition Plan, either on a “lump sum” or a “salary
continuation” basis, whichever applies to me per the Transition Plan.


 


Provided that that I sign
this Agreement, return it to Transocean per the instructions below, do not
revoke it within the seven-day period immediately following the Execution Date
(the “Revocation Period”), and comply with its terms, the Agreement becomes
enforceable upon expiration of the Revocation Period.


 


I acknowledge and
understand that I am not entitled to the Amount or the Additional Benefits
except in exchange for this Agreement. Therefore, I will not be paid the Amount
or receive the Additional Benefits unless I execute, date and return this
Agreement to Transocean, do not revoke this Agreement within the Revocation
Period, and comply with its terms.


 


I warrant, acknowledge
and agree that:


 


a.             My acceptance of this
Agreement is completely voluntary;


 


30

















 


b.             I have had the
opportunity to consider this Agreement for twenty-one (21) days (or until insert 21 day date), though I understand I may accept sooner
than 21 days if I choose;


 


c.             I am hereby being
advised in writing by Transocean to consult with an attorney regarding the
terms of this Agreement before accepting;


 


d.             if I accept this
Agreement, I have the Revocation Period to revoke my acceptance;


 


e.             this Agreement shall
become enforceable upon expiration of the Revocation Period so long as I have
not revoked my acceptance of the Agreement and have complied with its terms;


 


f.              I am receiving under
this Agreement consideration of value in addition to anything to which I
already am entitled; and


 


g.             I do not waive any
claims or rights that may arise after the Execution Date of this Agreement.


 


I promise to keep the
terms and conditions of this Agreement strictly confidential and will
disclose them only to professional advisors or as required by law. This
commitment to confidentiality is essential to this Agreement, and I recognize
the right of Transocean to take whatever measures are necessary to enforce my
promise of confidentiality.


 


I acknowledge and agree
that I have carefully read this Agreement and I represent, warrant and promise
as follows:


 


a.             I understand this
Agreement is my release and waiver of all waivable claims, known and unknown,
past or present, which exist on or before the Execution Date;


 


b.             I have entered into
this Agreement in exchange for Transocean’s promises in this Agreement,
including to pay the Amount and provide the Additional Benefits;


 


c.             I am fully competent
to execute this Agreement, which I understand is a binding contract;


 


d.             I accept this
Agreement of my own free will, after having a reasonable period of time to
review, study and deliberate regarding its meaning and effect, and without
reliance on any representation of any kind or character not specifically
included in writing in this Agreement;


 


e.             I execute this
Agreement fully knowing its effect and voluntarily; and


 


f.              I understand that
Transocean is relying upon the truthfulness of the statements I make in this
Agreement, and I understand that Transocean would not enter


 


31

















 


into this Agreement with
me or pay me the Amount or provide the Additional Benefits if I did not make
each of the representations and promises contained in this Agreement.


 


This Agreement shall be
interpreted and construed in accordance with and shall be governed by the laws
of the State of Texas, notwithstanding any conflicts of law principles which
may refer to the laws of any other jurisdiction.


 


To accept this Agreement,
I understand that I must sign the Acceptance of Agreement (below) before a
notary public. I then must return the signed and notarized Agreement to Debbie Groff at Transocean no later than close of business
on insert 21 day date. The fully executed
Agreement should be delivered by hand to the Human Resources Department marked
to the attention of Debbie Groff or mailed to the following address:


 


Transocean Offshore
Deepwater Drilling Inc.


Attention:  Debbie Groff


P.O. Box 2765


Houston, Texas  77252-2765


 


This Agreement will not
be enforceable and no payment of the Amount or provision of Additional Benefits
will be made unless the above procedure is strictly followed. I understand that
if I have any questions concerning the procedure, I may call Debbie Groff at 713. 232.7650.


 


To revoke this Agreement,
I understand that I must provide written notice to Transocean, signed by me
before a notary public, stating my intention to revoke. Notice of my intention
to revoke must be delivered before the Revocation Period expires, and should be
delivered by hand to the Human Resources Department marked to the attention of
Debbie Groff or mailed to the address above. I understand that my revocation of
this Agreement will not be effective unless the above procedure is strictly
followed.


 


ACKNOWLEDGMENT
OF RECEIPT


 


This Agreement was given
to me on this       day of           ,
200  .


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Employee’s Signature

  



 


32

















 


ACCEPTANCE
OF AGREEMENT BY COMPANY


 


Accepted and agreed to
this       day of           ,
200  .


 


TRANSOCEAN
OFFSHORE DEEPWATER DRILLING INC.


 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 


 


ACCEPTANCE
OF AGREEMENT BY EMPLOYEE


 


This Acceptance must be
signed and dated no later than insert 21 day date.


 


I knowingly and
voluntarily choose to accept this Waiver and Release Agreement and agree to be
bound by it.


 


Accepted this     
day of            , 200  .


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Employee’s Signature

  



 


33

















 


NOTARIAL
ACKNOWLEDGMENT


 


	
  STATE OF

  	
   

  	
  §

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  §

  
	
   

  	
   

  	
   

  
	
  COUNTY/PARISH OF

  	
   

  	
  §

  



 


BEFORE ME, the
undersigned, on this day personally appeared                  ,
known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that such person executed the same for the
purposes and consideration therein expressed.


 


GIVEN UNDER MY HAND AND
SEAL OF OFFICE this       day of           ,
200  .


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notary Public in and
  for the State of

  



 


34