Exhibit
10.1


 


NOVATION
AGREEMENT


 


NOVATION
AGREEMENT dated as of November 27, 2007 (the “Agreement”),
by and among GlobalSantaFe Corporation, a company incorporated under the laws
of the Cayman Islands (the “Transferor”),
Transocean Offshore Deepwater Drilling Inc., a Delaware corporation (the “Transferee”), and «NAME» (“Executive”). Words and expressions used in this Agreement
and not defined shall have the meanings given to them in the Merger Agreement
(as defined herein).


 


The parties
hereto agree as follows:


 


1.                                       Effective
immediately prior to the Effective Time, the Transferor agrees to transfer to
the Transferee, and the Transferee agrees to assume, in substitution for the
Transferor and as if the Transferee was named as the original party thereto,
all the obligations and liabilities of the Transferor under the «AGMT» between «Counterparty»
and Executive, «DATE» (the “Severance
Agreement”), and Executive agrees and consents to such transfer and assumption
on the terms set forth herein.


 


2.                                       Notwithstanding
anything herein to the contrary, the Transferee acknowledges and agrees that
the Merger constitutes a “change in control” for purposes of the Severance
Agreement;


 


3.                                       The execution of
this Agreement does not constitute a waiver or modification of any rights of
the Executive under the Severance Agreement;


 


4.                                       Without in any
way limiting the rights of the Executive under the Severance Agreement, the
parties acknowledge and agree that any future change in control (defined
substantially identically to the change in control definition of the Severance
Agreement, substituting Transferee for the entity with respect to which a
change in control is currently determined) 
of Parent (as defined below) shall constitute a change in control for
purposes of the Severance Agreement.


 


5.                                       For purposes of
this Agreement, “Merger Agreement”
means that certain Agreement and Plan of Merger, dated as of July 21, 2007, as
may be amended from time to time, by and among Transocean Inc., a company
incorporated under the laws of the Cayman Islands (“Parent”), Transferor and
Transocean Worldwide Inc., a company incorporated under the laws of the Cayman
Islands and a wholly owned subsidiary of Parent.


 


6.                                       This Agreement
shall be governed by and construed in accordance with the laws of the State of
Texas, without regard to its rules of conflicts of laws.


 


7.                                       This Agreement
may be executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts
shall together constitute one and the same instrument. Each counterpart may
consist of a number of copies hereof each signed by less than all, but together
signed by all of the parties hereto.


 

















 


 


IN
WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.


 


	
  GLOBALSANTAFE
  CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
  TRANSOCEAN
  OFFSHORE DEEPWATER DRILLING INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  	
   

  
	
  «NAME»