2009 ROWAN COMPANIES, INC. INCENTIVE
PLAN


(as Amended and Restated and as Assumed
and Adopted by 


Rowan Companies plc, Effective May 4,
2012)


 


RESTRICTED SHARE UNIT NOTICE


 


		1.	Grant
                                                                                                          of Restricted Share
                                                                                                          Units.
                                                                                                          Rowan Companies plc,
                                                                                                          a public limited company
                                                                                                          incorporated under English
                                                                                                          law (the “Company”),
                                                                                                          has assumed and adopted
                                                                                                          the 2009 Rowan Companies,
                                                                                                          Inc. Incentive Plan,
                                                                                                          as amended and restated
                                                                                                          (the “Plan”).
                                                                                                          To carry out the purposes
                                                                                                          of the Plan, and subject
                                                                                                          to the conditions described
                                                                                                          in this Notice and the
                                                                                                          Plan, the Company hereby
                                                                                                          grants to _________
                                                                                                          (the “Participant”)
                                                                                                          ______ Restricted Share
                                                                                                          Units (the “RSUs”),
                                                                                                          effective as of March
                                                                                                          6, 2013 (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 Notice.



 


		2.	Vesting;
                                                                                                          Payment.   



 


(a)The
RSUs shall vest and become non-forfeitable with respect to one-third of the RSUs on the first anniversary of the Grant Date and
an additional one-third of the RSUs on each of the second and third anniversaries of the Grant Date, subject to the Participant’s
continued Employment through each applicable vesting date (each date on which RSUs vest in accordance with this sentence, a “Vesting
Date”). Notwithstanding the foregoing, if (A) (i) the Participant’s Employment terminates by reason of Retirement
(as defined below), (ii) the Participant provides the Company with at least thirty (30) days’ notice prior to such Retirement,
and (iii) the Grant Date set forth above is more than six (6) months prior to the date on which the Participant’s Employment
terminates by reason of Retirement, or (B) the Participant’s Employment terminates by reason of the Participant’s
Disability (as defined below) or death, then, in any case, the RSUs shall become fully vested and non-forfeitable upon the Participant’s
termination of Employment (to the extent not then-vested). If the Participant’s Employment terminates other than by reason
of Retirement, Disability or death, the RSUs shall (to the extent not then-vested) be forfeited as of the date the Participant’s
Employment so terminates unless determined otherwise by the Committee.


 


(b)Payment
to the Participant of amounts due in respect of any RSUs that vest in accordance herewith shall be made in Shares on
the earliest to occur of: (i) the Vesting Date on which such RSUs vest, (ii) the Participant’s “separation from service”
(within the meaning of Section 409A of the Code) (“Separation from Service”) by reason of the Participant’s
Retirement or Disability, and (iii) the Participant’s death. The Company shall distribute such Shares to the Participant
(or his or her estate, as applicable) on or within ten (10) days after the applicable event requiring such distribution. Notwithstanding
anything herein to the contrary, if the Company determines that paying such amounts at the time set forth in this Section 2(b)
would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be made to the Participant
prior to the expiration of the six (6)-month period following the Participant’s Separation from Service if the Participant
is a “specified employee” (within the meaning of Section 409A of the Code) on the date of his or her Separation from
Service (as determined by the Company in accordance with Section 409A of the Code). If the payment of any such amounts is delayed
as a result of the previous sentence, then on the first (1st) day following the end of such six (6)-month period, the
Company shall pay the Participant the cumulative amounts that would have otherwise been payable to the Participant during such
six (6)-month period.


 






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		3.	Establishment
                                                                                                          of Accounts.
                                                                                                          The Company shall maintain
                                                                                                          an appropriate bookkeeping
                                                                                                          record (the “RSU
                                                                                                          Account”)
                                                                                                          that from time to time
                                                                                                          will reflect the Participant’s
                                                                                                          name and the number
                                                                                                          of RSUs credited to
                                                                                                          the Participant.



 


		4.	Retirement.
                                                                                                          For purposes of this
                                                                                                          Notice, “Retirement”
                                                                                                          of an Employee shall
                                                                                                          have occurred if, as
                                                                                                          of the Employee’s
                                                                                                          date of termination
                                                                                                          of Employment, the Employee
                                                                                                          (i) has attained at
                                                                                                          least 60 years of age
                                                                                                          and (ii) has completed
                                                                                                          at least five (5) consecutive
                                                                                                          years of service as
                                                                                                          an Employee to the Company
                                                                                                          or an Affiliate thereof.
                                                                                                          



 


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.	Disability.
                                                                                                          For purposes of this
                                                                                                          Notice, “Disability”
                                                                                                          means the Participant
                                                                                                          is “disabled”
                                                                                                          within the meaning of
                                                                                                          Treasury Regulation
                                                                                                          Section 1.409A-3(i)(4).



 


Determination of the date of
termination of Employment by reason of Disability and the satisfaction of the requirements for Disability 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.


 


		6.	Employment
                                                                                                          Relationship.
                                                                                                          For purposes of this
                                                                                                          Notice and the RSUs,
                                                                                                          the Participant shall
                                                                                                          be considered to be
                                                                                                          in the Employment of
                                                                                                          the Company or an Affiliate
                                                                                                          as long as the Participant
                                                                                                          is actively providing
                                                                                                          services to the Company
                                                                                                          or an Affiliate. In
                                                                                                          the event the Participant
                                                                                                          ceases to be in the
                                                                                                          Employment of the Company
                                                                                                          or an Affiliate (for
                                                                                                          any reason whatsoever,
                                                                                                          whether or not later
                                                                                                          found to be invalid
                                                                                                          or in breach of employment
                                                                                                          laws in the jurisdiction
                                                                                                          where the Participant
                                                                                                          is employed or the terms
                                                                                                          of the Participant's
                                                                                                          employment agreement,
                                                                                                          if any), unless otherwise
                                                                                                          provided in this Notice
                                                                                                          or determined by the
                                                                                                          Company, the Participant’s
                                                                                                          right to vest in the
                                                                                                          RSUs under the Plan,
                                                                                                          if any, will terminate
                                                                                                          effective as of the
                                                                                                          date that the Participant
                                                                                                          is no longer actively
                                                                                                          providing services and
                                                                                                          will not be extended
                                                                                                          by any notice period
                                                                                                          (e.g., the Participant's
                                                                                                          period of active service
                                                                                                          would not include any
                                                                                                          contractual notice period
                                                                                                          or any period of “garden
                                                                                                          leave” or similar
                                                                                                          period mandated under
                                                                                                          employment laws in the
                                                                                                          jurisdiction where the
                                                                                                          Participant is employed
                                                                                                          or the terms of the
                                                                                                          Participant's employment
                                                                                                          agreement, if any).
                                                                                                          



 


Any
question as to whether and when there has been a termination of such Employment shall be based on such evidence as the Committee
may require and a determination by the Committee as to the date of such termination shall be final and controlling on all interested
parties. 


 


		7.	Dividend
                                                                                                          Equivalents.   The
                                                                                                          Participant
                                                                                                          shall be entitled to
                                                                                                          receive an amount equal
                                                                                                          to any cash dividend
                                                                                                          that may be paid on
                                                                                                          a Share for each RSU
                                                                                                          held by the Participant
                                                                                                          when such dividend is
                                                                                                          paid (“Dividend
                                                                                                          Equivalent”),
                                                                                                          provided that (i) the
                                                                                                          Participant shall have
                                                                                                          no right to receive
                                                                                                          the Dividend Equivalent
                                                                                                          unless and until the
                                                                                                          associated RSU vests
                                                                                                          (ii) the Dividend Equivalent
                                                                                                          shall not accrue interest,
                                                                                                          and (iii) the Dividend
                                                                                                          Equivalent shall be
                                                                                                          paid in cash (reduced
                                                                                                          by the amount of any
                                                                                                          Tax-Related Items, as
                                                                                                          defined below) at
                                                                                                          the time that the associated
                                                                                                          RSU vests.



 


		8.	Responsibility
                                                                                                          for Taxes.
                                                                                                          The Participant acknowledges
                                                                                                          that, regardless of
                                                                                                          any action by the Company
                                                                                                          or, if different, the
                                                                                                          Participant's employer
                                                                                                          (the “Employer”),
                                                                                                          the ultimate liability
                                                                                                          for all income tax,
                                                                                                          social insurance, payroll
                                                                                                          tax, fringe benefits
                                                                                                          tax, payment on account
                                                                                                          or other tax-related
                                                                                                          items related to the
                                                                                                          Participant's participation
                                                                                                          in the Plan and legally
                                                                                                          applicable to the Participant
                                                                                                          (“Tax-Related
                                                                                                          Items”)
                                                                                                          is and remains the Participant's
                                                                                                          responsibility and may
                                                                                                          exceed the amount actually
                                                                                                          withheld by the Company
                                                                                                          or the Employer. The
                                                                                                          Participant further
                                                                                                          acknowledges that the
                                                                                                          Company and/or the Employer
                                                                                                          (i) make no representations
                                                                                                          or undertakings regarding
                                                                                                          the treatment of any
                                                                                                          Tax-Related Items in
                                                                                                          connection with any
                                                                                                          aspect of the RSUs,
                                                                                                          including, but not limited
                                                                                                          to, the grant, vesting
                                                                                                          or settlement of the
                                                                                                          RSUs, the subsequent
                                                                                                          sale of any Shares acquired
                                                                                                          pursuant to the RSUs
                                                                                                          and the receipt of any
                                                                                                          dividends or dividend
                                                                                                          equivalents, and (ii)
                                                                                                          do not commit to and
                                                                                                          are under no obligation
                                                                                                          to structure the terms
                                                                                                          of the grant or any
                                                                                                          aspect of the RSUs to
                                                                                                          reduce or eliminate
                                                                                                          the Participant's liability
                                                                                                          for Tax-Related Items
                                                                                                          or achieve any particular
                                                                                                          tax result. Further,
                                                                                                          if the Participant is
                                                                                                          subject to Tax-Related
                                                                                                          Items in more than one
                                                                                                          jurisdiction between
                                                                                                          the Grant Date and the
                                                                                                          date of any relevant
                                                                                                          taxable or tax withholding
                                                                                                          event, as applicable,
                                                                                                          the Participant acknowledges
                                                                                                          that the Company and/or
                                                                                                          the Employer (or former
                                                                                                          employer, as applicable)
                                                                                                          may be required to withhold
                                                                                                          or account for Tax-Related
                                                                                                          Items in more than one
                                                                                                          jurisdiction.



 






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Prior to any
relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to
the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or
the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items
by one or a combination of the following:


 


(a)withholding
from the Participant's wages or other cash payment (including the cash payment referred to in Section 7 above) made to the Participant
by the Company and/or the Employer;


 


(b)withholding
from proceeds of the sale of Shares acquired upon payment of the RSUs either through a voluntary sale or through a mandatory sale
arranged by the Company (on the Participant's behalf pursuant to this authorization without further consent);


 


(c)selling
or transferring to the employee benefit trust established in connection with the Company’s adoption and assumption of the
Plan a number of Shares that would otherwise be issued upon payment of the RSUs; or


 



(d)withholding in Shares to be issued upon payment of the RSUs;


 


provided,
however, that the Participant agrees and acknowledges that, unless the Committee determines otherwise, the Company or the Employer,
as applicable, will withhold Shares to be issued upon payment of the RSUs pursuant to subsection (d) above; and provided further,
that if the Participant is a Section 16 officer of the Company under the Exchange Act, the Participant may elect the method of
withholding from alternatives (a)-(d) herein in advance of any relevant withholding event, and in the absence of the Participant’s
timely election, the Company will withhold Shares to be issued upon payment of the RSUs pursuant to subsection (d) above.


 


Depending
on the withholding method actually used, the Company may withhold or account for Tax-Related Items by considering applicable minimum
statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in which case the Participant
will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation
for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the
full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose
of paying the Tax-Related Items.


 


The Participant
agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required
to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously
described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails
to comply with the Participant's obligations in connection with the Tax-Related Items.


 






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		9.	Reorganization
                                                                                                          of the Company.   The
                                                                                                          existence of this Notice
                                                                                                          shall not affect in
                                                                                                          any way the right or
                                                                                                          power of the Company
                                                                                                          or its shareholders
                                                                                                          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
                                                                                                          shares ahead of or affecting
                                                                                                          the Shares 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.



 


		10.	Recapitalization
                                                                                                           Events.   In
                                                                                                           the event of share
                                                                                                           dividends, spin-offs
                                                                                                           of assets or other
                                                                                                           extraordinary dividends,
                                                                                                           share 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 Shares or
                                                                                                           to RSUs shall mean
                                                                                                           and include all securities
                                                                                                           or other property (other
                                                                                                           than cash) that holders
                                                                                                           of Shares are entitled
                                                                                                           to receive in respect
                                                                                                           of Shares by reason
                                                                                                           of each successive
                                                                                                           Recapitalization Event,
                                                                                                           which securities or
                                                                                                           other property (other
                                                                                                           than cash) shall be
                                                                                                           treated in the same
                                                                                                           manner and shall be
                                                                                                           subject to the same
                                                                                                           restrictions as the
                                                                                                           underlying RSUs.



 


		11.	Transfer
                                                                                                           of RSUs.
                                                                                                           No right to receive
                                                                                                           payment hereunder shall
                                                                                                           be transferable or
                                                                                                           assignable by the Participant,
                                                                                                           except by will or the
                                                                                                           laws of descent and
                                                                                                           distribution.



 


		12.	Certain
                                                                                                           Restrictions.   By
                                                                                                           accepting the RSUs
                                                                                                           granted under this
                                                                                                           Notice, the Participant
                                                                                                           acknowledges that he
                                                                                                           or she will enter into
                                                                                                           such written representations,
                                                                                                           warranties and Notices
                                                                                                           and execute such documents
                                                                                                           as the Company may
                                                                                                           reasonably request
                                                                                                           in order to comply
                                                                                                           with the terms of this
                                                                                                           Notice or the Plan,
                                                                                                           or securities laws
                                                                                                           or any other applicable
                                                                                                           laws, rules or regulations.



 


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



 


(a)recoup
from the Participant all or a portion of the Shares issued or cash paid under this Notice 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 the Participant if, in the Committee’s judgment, the Participant 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 Shares issued or cash paid under this Notice within five years of such conduct.


 


In addition,
the RSUs are subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding
recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (ii) similar rules under
the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements, all to the extent
determined by the Company in its discretion to be applicable to the Participant.


 


 



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Any Shares
subject to recoupment may be transferred to the employee benefit trust established in connection with the Company’s adoption
and assumption of the Plan, and the Participant agrees to execute any documents necessary to effectuate such transfer.


 


		14.	Code
                                                                                                           Section 409A; No Guarantee
                                                                                                           of Tax Consequences.   This
                                                                                                           award of RSUs is intended
                                                                                                           to comply with Code
                                                                                                           Section 409A and the
                                                                                                           provisions hereof shall
                                                                                                           be interpreted and
                                                                                                           administered consistently
                                                                                                           with such intent. Notwithstanding
                                                                                                           any provision of the
                                                                                                           Plan or this Notice
                                                                                                           to the contrary, if
                                                                                                           at any time the Committee
                                                                                                           determines, in its
                                                                                                           sole discretion, that
                                                                                                           this award of RSUs
                                                                                                           (or any portion thereof)
                                                                                                           may not be compliant
                                                                                                           with Code Section 409A,
                                                                                                           the Committee shall
                                                                                                           have the right in its
                                                                                                           sole discretion (without
                                                                                                           any obligation to do
                                                                                                           so or to indemnify
                                                                                                           Participant or any
                                                                                                           other person for failure
                                                                                                           to do so) to adopt
                                                                                                           such amendments to
                                                                                                           the Plan or this Notice,
                                                                                                           or adopt other policies
                                                                                                           and procedures (including
                                                                                                           amendments, policies
                                                                                                           and procedures with
                                                                                                           retroactive effect),
                                                                                                           or take any other actions,
                                                                                                           as the Committee determines
                                                                                                           are necessary or appropriate
                                                                                                           to provide for either
                                                                                                           the RSUs to be exempt
                                                                                                           from the application
                                                                                                           of Code Section 409A
                                                                                                           or to comply with the
                                                                                                           requirements of Code
                                                                                                           Section 409A; provided,
                                                                                                           however, that this
                                                                                                           Section 14 shall not
                                                                                                           create any obligation
                                                                                                           on the part of the
                                                                                                           Company to adopt any
                                                                                                           such amendment, policy
                                                                                                           or procedure or take
                                                                                                           any such other action,
                                                                                                           nor shall the Company
                                                                                                           have any liability
                                                                                                           for failing to do so.
                                                                                                           The Company makes no
                                                                                                           commitment or guarantee
                                                                                                           to the Participant
                                                                                                           that any particular
                                                                                                           tax treatment will
                                                                                                           apply or be available
                                                                                                           to any person eligible
                                                                                                           for benefits under
                                                                                                           this Notice.



 


		15.	Data
                                                                                                           Privacy.
                                                                                                           The
                                                                                                           Participant explicitly
                                                                                                           and unambiguously consents
                                                                                                           to the collection,
                                                                                                           use and transfer, in
                                                                                                           electronic or other
                                                                                                           form, of the Participant’s
                                                                                                           personal data as described
                                                                                                           in this Notice and
                                                                                                           any other grant materials
                                                                                                           by and among the Company,
                                                                                                           the Employer and any
                                                                                                           Affiliates for the
                                                                                                           exclusive purpose of
                                                                                                           implementing, administering
                                                                                                           and managing the Participant’s
                                                                                                           participation in the
                                                                                                           Plan.



 


			The
                                                        Participant understands that the Company, the Employer and any Affiliates
                                                        may hold certain personal information about the Participant, including,
                                                        but not limited to, the Participant’s name, home address and telephone
                                                        number, date of birth, social insurance number or other identification
                                                        number, salary, nationality, job title, any shares or directorships held
                                                        in the Company, details of all RSUs or any other entitlement to shares
                                                        awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s
                                                        favor, for the exclusive purpose of implementing, administering and managing
                                                        the Plan (“Data”).
                                                        



 


			The
                                                        Participant understands that Data will be transferred to such share plan
                                                        service provider as may be selected by the Company, which is assisting
                                                        the Company with the implementation, administration and management of
                                                        the Plan. The recipients of Data may be located in the United States or
                                                        elsewhere, and the recipients’ country (e.g., the United
                                                        States) may have different data privacy laws and protections than the
                                                        Participant’s country. The Participant may request a list with the
                                                        names and addresses of any potential recipients of Data by contacting
                                                        his or her human resources representative. The Participant authorizes
                                                        the Company and any other possible recipients which may assist the Company
                                                        (presently or in the future) with implementing, administering and managing
                                                        the Plan to receive, possess, use, retain and transfer Data, in electronic
                                                        or other form, for the sole purpose of implementing, administering and
                                                        managing his or her participation in the Plan. Data will be held only
                                                        as long as is necessary to implement, administer and manage the Participant’s
                                                        participation in the Plan. The Participant may, at any time, view Data,
                                                        request additional information about the storage and processing of Data,
                                                        require any necessary amendments to Data or refuse or withdraw the consents
                                                        herein, in any case without cost, by contacting in writing his or her
                                                        human resources representative. Further, the Participant is providing
                                                        his or her consents herein on a purely voluntary basis. If the Participant
                                                        does not consent, or if the Participant later seeks to revoke his or her
                                                        consent, his or her Employment status or service and career with the Employer
                                                        will not be adversely affected; the only adverse consequence of refusing
                                                        or withdrawing the Participant's consent is that the Company would not
                                                        be able to grant RSUs or other equity awards to the Participant or administer
                                                        or maintain such awards. Therefore, the Participant’s refusal or
                                                        withdrawal of his or her consent may affect the Participant’s ability
                                                        to participate in the Plan. For more information on the consequences of
                                                        the Participant’s refusal to consent or withdrawal of consent, the
                                                        Participant may contact his or her human resources representative. 



 






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		16.	Electronic
                                                                                                           Delivery and Participation.
                                                                                                           The Company may, in
                                                                                                           its sole discretion,
                                                                                                           decide to deliver any
                                                                                                           documents related to
                                                                                                           current or future participation
                                                                                                           in the Plan by electronic
                                                                                                           means. The Participant
                                                                                                           hereby consents to
                                                                                                           receive such documents
                                                                                                           by electronic delivery
                                                                                                           and agrees to participate
                                                                                                           in the Plan through
                                                                                                           an on-line or electronic
                                                                                                           system established
                                                                                                           and maintained by the
                                                                                                           Company or a third
                                                                                                           party designated by
                                                                                                           the Company.



 


		17.	Nature
                                                                                                           of Grant.
                                                                                                           In accepting the RSUs,
                                                                                                           the Participant acknowledges,
                                                                                                           understands and agrees
                                                                                                           that:



 


(a)the
Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated
by the Company at any time, to the extent permitted by the Plan;


 


(b)the
grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs,
or benefits in lieu of RSUs, even if RSUs have been granted in the past;


 


(c)all
decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company.


 


(d)the
grant of RSUs and the Participant's participation in the Plan shall not create a right to Employment or be interpreted as forming
an Employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of
the Company, the Employer or any Affiliate, as applicable, to terminate the Participant's Employment relationship (if any);


 


(e)the
Participant is voluntarily participating in the Plan;


 


(f)the
RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation;


 


(g)the
RSUs and the Shares subject to the RSUs are not part of normal or expected compensation for any purpose, including, but not limited
to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long service
awards, pension or retirement or welfare benefits or similar payments;


 


(h)the
future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;


 


(i)no
claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of Participant's
Employment or other service relationship to the Company or the Employer (for any reason whatsoever whether or not later found
to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's
employment agreement, if any), and in consideration of the RSUs to which the Participant is otherwise not entitled, the Participant
irrevocably agrees never to institute any claim against the Company, its Affiliates or the Employer, waives his or her ability,
if any, to bring any such claim, and releases the Company, its Affiliates and the Employer from any such claim; if, notwithstanding
the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant
shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request
dismissal or withdrawal of such claim;


 






    	6



    	 



    

 


 


(j)unless
otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Notice do not
create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged,
cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and


 


(k)neither
the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant's
local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant
to the payment of the RSUs or the subsequent sale of any Shares acquired upon payment.


 


		18.	No
                                                                                                           Advice Regarding Grant.
                                                                                                           The Company is not
                                                                                                           providing any tax,
                                                                                                           legal or financial
                                                                                                           advice, nor is the
                                                                                                           Company making any
                                                                                                           recommendations regarding
                                                                                                           the Participant's participation
                                                                                                           in the Plan, or the
                                                                                                           Participant's acquisition
                                                                                                           or sale of the underlying
                                                                                                           Shares. The Participant
                                                                                                           is hereby advised to
                                                                                                           consult with his or
                                                                                                           her own personal tax,
                                                                                                           legal and financial
                                                                                                           advisors regarding
                                                                                                           his or her participation
                                                                                                           in the Plan before
                                                                                                           taking any action related
                                                                                                           to the Plan.



 


		19.	Amendment
                                                                                                           and Termination.
                                                                                                           Except as otherwise
                                                                                                           provided in the Plan
                                                                                                           or this Notice, no
                                                                                                           amendment of this Notice
                                                                                                           that adversely affects
                                                                                                           the Participant's rights
                                                                                                           hereunder in any material
                                                                                                           respect or termination
                                                                                                           of this Notice shall
                                                                                                           be made by the Company
                                                                                                           without the written
                                                                                                           consent of the Participant.
                                                                                                           



 


		20.	Binding
                                                                                                           Effect.
                                                                                                           This Notice shall be
                                                                                                           binding upon and inure
                                                                                                           to the benefit of any
                                                                                                           successors to the Company
                                                                                                           and all persons lawfully
                                                                                                           claiming under the
                                                                                                           Participant.



 


		21.	Governing
                                                                                                           Law.
                                                                                                           This Notice shall be
                                                                                                           governed by, and construed
                                                                                                           in accordance with,
                                                                                                           the laws of England
                                                                                                           and Wales, without
                                                                                                           regard to conflict
                                                                                                           of laws principles.



 


		22.	Severability.   In
                                                                                                           the event that any
                                                                                                           provision of this Notice
                                                                                                           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 Notice, and
                                                                                                           this Notice shall be
                                                                                                           construed and enforced
                                                                                                           as if the illegal,
                                                                                                           invalid, or unenforceable
                                                                                                           provision had never
                                                                                                           been included herein.



 


		23.	Imposition
                                                                                                           of Other Requirements.
                                                                                                           The Company reserves
                                                                                                           the right to impose
                                                                                                           other requirements
                                                                                                           on the Participant's
                                                                                                           participation in the
                                                                                                           Plan, on the RSUs and
                                                                                                           on any Shares issued
                                                                                                           under the Plan, to
                                                                                                           the extent the Company
                                                                                                           determines it is necessary
                                                                                                           or advisable for legal
                                                                                                           or administrative reasons,
                                                                                                           and to require the
                                                                                                           Participant to sign
                                                                                                           any additional agreements
                                                                                                           or undertakings that
                                                                                                           may be necessary to
                                                                                                           accomplish the foregoing.



 


		24.	Waiver.
                                                                                                           A
                                                                                                           waiver by the Company
                                                                                                           of breach of any provision
                                                                                                           of this Notice shall
                                                                                                           not operate or be construed
                                                                                                           as a waiver of any
                                                                                                           other provision of
                                                                                                           this Notice, or of
                                                                                                           any subsequent breach
                                                                                                           by the Participant
                                                                                                           or any other Participants.



 






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2009 ROWAN COMPANIES, INC. INCENTIVE
PLAN


(as Amended and Restated and as Assumed
and Adopted by 


Rowan
Companies plc, Effective May 4, 2012)


 


SHARE APPRECIATION RIGHT NOTICE


 


		1.	Grant of SAR. Rowan Companies
                                                          plc, a public limited company incorporated under English law (the “Company”),
                                                          has assumed and adopted the 2009 Rowan Companies, Inc. Incentive Plan,
                                                          as amended and restated (the “Plan”), and Annex 2 to the
                                                          Plan. To carry out the purposes of the Plan and Annex 2 to the Plan,
                                                          and subject to the conditions described in this Notice and the Plan,
                                                          the Company hereby grants to ________________ (the “Participant”),
                                                          effective as of March 6, 2013 (the “Grant Date”), a share
                                                          appreciation right (“SAR”) with respect to ______ Shares.
                                                          All capitalized terms not otherwise defined herein shall have the meanings
                                                          set forth in the Plan; references in this Notice to the Plan shall be
                                                          taken to include Annex 2 to the Plan; the Plan is incorporated herein
                                                          by reference as a part of this Notice.



 


		2.	Exercise Price. The exercise
                                                          price of Shares purchased pursuant to the exercise of this SAR shall
                                                          be $           
                                                          per Share.



 


		3.	Exercise of SAR. Subject
                                                          to the Participant’s continued Employment through each applicable
                                                          vesting date, this SAR shall vest and be exercisable in the manner described
                                                          below for one-third of the aggregate number of Shares subject to the
                                                          SAR on and after the first anniversary of the Grant Date and an additional
                                                          one-third of such Shares on and after each of the second and third anniversaries
                                                          of the Grant Date; provided, however, that if (X) (i) the Participant’s
                                                          Employment terminates by reason of Retirement (as defined below), (ii)
                                                          the Participant provides the Company with at least thirty (30) days’
                                                          notice prior to such Retirement, and (iii) the Grant Date set forth
                                                          above is more than six (6) months prior to the date on which the Participant’s
                                                          Employment terminates by reason of Retirement, or (Y) the Participant’s
                                                          Employment terminates by reason of the Participant’s death or
                                                          Disability (as defined below), then, in any case, the SAR shall become
                                                          fully vested and exercisable upon such termination of Employment (to
                                                          the extent not then-vested and exercisable). Notwithstanding anything
                                                          herein to the contrary, a SAR may be exercised only prior to its expiration
                                                          date and, except as otherwise provided below, only while the Participant
                                                          remains an Employee of the Company or an Affiliate. This SAR shall not
                                                          be exercisable in any event after the expiration of ten years from the
                                                          Grant Date hereof. The SAR will terminate and cease to be exercisable
                                                          upon the Participant’s termination of Employment with the Company
                                                          and its Affiliates, except that:



 


		(a)	If the Participant’s Employment
                                                               terminates by reason of Retirement, the Participant may exercise
                                                               this SAR at any time during the period of five years following
                                                               the date of such termination (or, if shorter, during the period
                                                               ending on the ten-year anniversary of the Grant Date of the SAR)
                                                               as to the number of Shares that the Participant was entitled to
                                                               purchase hereunder as of the date his or her Employment so terminates
                                                               (after taking into account any accelerated vesting that occurs
                                                               in connection with such Retirement, if any).



 


		(b)	If the Participant’s Employment
                                                               terminates by reason of Disability, the Participant may exercise
                                                               this SAR at any time during the period of five years following
                                                               the date of such termination (or, if shorter, during the period
                                                               ending on the ten-year anniversary of the Grant Date of the SAR)
                                                               as to the number of Shares that the Participant was entitled to
                                                               purchase hereunder as of the date his or her Employment so terminates,
                                                               plus such additional number of Shares, if any, that the Committee,
                                                               in its sole discretion, may be purchased pursuant to the SAR as
                                                               of such Disability.



 


 



    	1



    	 



    




 


		(c)	If the Participant dies while an
                                                               Employee or within the five-year period following the date of the
                                                               Participant’s termination of Employment by reason of Retirement
                                                               or Disability, the legal representative of the Participant’s
                                                               estate, or the person who acquires this SAR by bequest or inheritance
                                                               or by reason of the death of the Participant, may exercise this
                                                               SAR (to the extent then-vested and exercisable, after taking into
                                                               account any accelerated vesting that occurs in connection with
                                                               the Participant’s death, Disability or Retirement, as applicable,
                                                               if any) at any time during the period of two years following the
                                                               date of the Participant’s death (or, if shorter, during the
                                                               period ending on the ten-year anniversary of the Grant Date of
                                                               the SAR).



 


		(d)	If the Participant’s Employment
                                                               terminates other than by reason of Retirement, Disability or death,
                                                               this SAR (to the extent vested as of the date of termination and
                                                               not exercised prior thereto) may be exercised by the Participant
                                                               during the 90 days following the date the Participant’s Employment
                                                               so terminates and shall terminate thereafter.



 


		4.	Exercise. Subject to the
                                                          limitations set forth herein and in the Plan, this SAR may be exercised
                                                          by written notice provided to the Company, and may only be exercised
                                                          with respect to a number of Shares with respect to which the SAR is
                                                          then exercisable. Upon exercise of the SAR, the product of the number
                                                          of the Shares as to which the SAR is exercised multiplied by the excess
                                                          of the Fair Market Value (determined in accordance with the terms of
                                                          the Plan) over the Exercise Price shall become payable to the Participant
                                                          in Shares, or, in the sole discretion of the Committee, in cash. Such
                                                          Share issuance or single lump-sum cash payment shall be made as soon
                                                          as practicable after the date of exercise, but no later than 45 days
                                                          thereafter. Notwithstanding anything to the contrary contained herein,
                                                          the Participant agrees that he or she will not exercise the SAR granted
                                                          pursuant hereto, and that the Company will not be obligated to issue
                                                          any Shares pursuant to this Notice, if the exercise of the SAR or the
                                                          issuance of such Shares would constitute a violation by the Participant
                                                          or by the Company of any provision of any law or regulation of any governmental
                                                          authority or any securities exchange or transaction quotation system.



 


		5.	Retirement. For purposes
                                                          of this Notice, “Retirement” of an Employee shall have occurred
                                                          if, as of the Employee’s date of termination of Employment, the
                                                          Employee (i) has attained at least 60 years of age and (ii) has completed
                                                          at least five (5) consecutive years of service as an Employee with the
                                                          Company or an Affiliate thereof.



 


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.


 


		6.	Disability. For purposes
                                                          of this Notice, “Disability” means the Participant is, by
                                                          reason of any medically determinable physical or mental impairment that
                                                          can be expected to result in death or to last for a continuous period
                                                          of not less than 12 months, receiving disability benefits under the
                                                          applicable disability plan of the Company (or of an Affiliate).



 


Determination of the date of
termination of Employment by reason of Disability and the satisfaction of the requirements for Disability 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.


 






    	2



    	 



    

 


 


		7.	Employment Relationship.
                                                          For purposes of this Notice and the SAR, the Participant shall be considered
                                                          to be in the Employment of the Company or an Affiliate as long as the
                                                          Participant is actively providing services to the Company or an Affiliate.
                                                          In the event the Participant ceases to be in the Employment of the Company
                                                          or an Affiliate (for any reason whatsoever, whether or not later found
                                                          to be invalid or in breach of employment laws in the jurisdiction where
                                                          the Participant is employed or the terms of the Participant's employment
                                                          agreement, if any), unless otherwise provided in this Notice or determined
                                                          by the Company, the Participant’s right to vest in the SAR under
                                                          the Plan, if any, will terminate effective as of the date the Participant
                                                          is no longer actively providing services and will not be extended by
                                                          any notice period (e.g., the Participant’s period of active
                                                          service would not include any contractual notice period or any period
                                                          of “garden leave” or similar period mandated under employment
                                                          laws in the jurisdiction where the Participant is employed or the terms
                                                          of the Participant's employment agreement, if any); furthermore, the
                                                          period of time during which the Participant has the right to exercise
                                                          the SAR after termination of Employment, if any, will be measured from
                                                          the date that the Participant is no longer actively providing services
                                                          and will not be extended by any notice period.



 


Any question
as to whether and when there has been a termination of such Employment shall be based on such evidence as the Committee may require
and a determination by the Committee as to the date of such termination shall be final and controlling on all interested parties.


 


		8.	Responsibility for Taxes.
                                                          The Participant acknowledges that, regardless of any action by the
                                                          Company or, if different, the Participant's employer (the “Employer”),
                                                          the ultimate liability for all income tax, social insurance, payroll
                                                          tax, fringe benefits tax, payment on account or other tax-related items
                                                          related to the Participant's participation in the Plan and legally applicable
                                                          to the Participant (“Tax-Related Items”) is and remains
                                                          the Participant's responsibility and may exceed the amount actually
                                                          withheld by the Company or the Employer. The Participant further acknowledges
                                                          that the Company and/or the Employer (i) make no representations or
                                                          undertakings regarding the treatment of any Tax-Related Items in connection
                                                          with any aspect of the SAR, including, but not limited to, the grant
                                                          or exercise of the SAR, the issuance of Shares upon exercise of the
                                                          SAR, the subsequent sale of Shares acquired pursuant to such issuance
                                                          and the receipt of any dividends, and (ii) do not commit to and are
                                                          under no obligation to structure the terms of the grant or any aspect
                                                          of the SAR to reduce or eliminate the Participant's liability for Tax-Related
                                                          Items or achieve any particular tax result. Further, if the Participant
                                                          is subject to Tax-Related Items in more than one jurisdiction between
                                                          the date of grant and the date of any relevant taxable or tax withholding
                                                          event, as applicable, the Participant acknowledges that the Company
                                                          and/or the Employer (or former employer, as applicable) may be required
                                                          to withhold or account for Tax-Related Items in more than one jurisdiction.



 


Prior to any
relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to
the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or
the Employer, or their respective agents, at their discretion to satisfy the obligations with regard to all Tax-Related Items
by one or a combination of the following:


 


		(a)	withholding from the Participant's
                                                               wages or other cash compensation paid to the Participant by the
                                                               Company and/or the Employer;



 






    	3



    	 



    

 


 


		(b)	withholding from proceeds of the
                                                               sale of Shares acquired upon exercise of the SAR either through
                                                               a voluntary sale or through a mandatory sale arranged by the Company
                                                               (on the Participant's behalf pursuant to this authorization without
                                                               further consent);



 


		(c)	selling or transferring to the
                                                               employee benefit trust established in connection with the Company’s
                                                               adoption and assumption of the Plan a number of Shares that would
                                                               otherwise be issued upon exercise of the SAR; or



 


		(d)	withholding in Shares to be issued
                                                               upon exercise of the SAR;



 


provided,
however, that the Participant agrees and acknowledges that, unless the Committee determines otherwise, the Company or the Employer,
as applicable, will withhold Shares to be issued upon exercise of the SARs pursuant to subsection (d) above; and provided further,
that if the Participant is a Section 16 officer of the Company under the Exchange Act, the Participant may elect the method of
withholding from alternatives (a) – (d) herein in advance of any relevant withholding event, and in the absence of the Participant’s
timely election, the Company will withhold in Shares upon the relevant withholding event pursuant to subsection (d) above.


 


Depending
on the withholding method actually used, the Company may withhold or account for Tax-Related Items by considering applicable minimum
statutory withholding rates or other applicable withholding rates, including maximum applicable rates in which case the Participant
will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation
for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the
full number of Shares subject to the exercised portion of the SAR, notwithstanding that a number of the Shares are held back solely
for the purpose of paying the Tax-Related Items.


 


The Participant
agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required
to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously
described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails
to comply with the Participant's obligations in connection with the Tax-Related Items. 


 


For Participants
subject to tax in the United Kingdom, if payment or withholding of the income tax due in connection with the SAR is not made within
ninety (90) days of any event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the
U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall
constitute a loan owed by the Participant to the Employer, effective on the Due Date. The loan will bear interest at the then-current
official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the
Company or the Employer may recover it at any time thereafter by any of the means referred to herein or otherwise permitted under
the Plan. Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning
of Section 13(k) of the Exchange Act), the Participant shall not be eligible for a loan to cover the income tax due as described
above. In the event the Participant is such a director or executive officer and the income tax due is not collected from or paid
by the Participant by the Due Date, the amount of any uncollected income tax will constitute a benefit to the Participant on which
additional income tax and national insurance contributions (“NICs”) will be payable. The Company or the Employer may
recover any such additional income tax and NICs at any time thereafter by any of the means referred to herein or otherwise permitted
under the Plan. The Participant will also be responsible for reporting and paying any income tax due on this additional benefit
directly to HMRC under the self-assessment regime.


 






    	4



    	 



    

 


 


		9.	Reorganization of the Company.   The
                                                          existence of this Notice shall not affect in any way the right or power
                                                          of the Company or its shareholders 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
                                                          shares ahead of or affecting the Shares 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.



 


		10.	Recapitalization Events.   In
                                                           the event of share dividends, spin-offs of assets or other extraordinary
                                                           dividends, share 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 Shares shall mean and include all securities or
                                                           other property (other than cash) that holders of Shares are entitled
                                                           to receive in respect of Shares by reason of each successive Recapitalization
                                                           Event, and the exercise price of the SAR shall be adjusted as deemed
                                                           necessary or appropriate in the sole discretion of the Committee to
                                                           prevent enlargement or dilution of the Participant’s rights under
                                                           this Notice.



 


		11.	Status of Shares. The
                                                           Company intends to register for issuance under the Securities Act of
                                                           1933, as amended (the “Act”), the Shares acquirable upon
                                                           exercise of this SAR and to keep such registration effective throughout
                                                           the period that this SAR is exercisable. In the absence of such effective
                                                           registration or an available exemption from registration under the
                                                           Act, issuance of Shares acquirable upon exercise of the SAR will be
                                                           delayed until registration of such Shares is effective or an exemption
                                                           from registration under the Act is available. In the event exemption
                                                           from registration under the Act is available upon an exercise of this
                                                           SAR, the Participant (or the person permitted to exercise this SAR
                                                           in the event of the Participant’s Disability 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 Shares or maintain the registration.



 


The Shares which the Participant
may acquire by exercising this SAR 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 is hereby notified (i) that the certificates or other
representation of the Shares purchased under this SAR 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
purchased under this SAR on the share 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.


 


		12.	Transfer of SAR. Except
                                                           as provided herein, all rights granted hereunder shall not be transferable
                                                           other than by will or the laws of descent and distribution and shall
                                                           be exercisable during the Participant’s lifetime only by the
                                                           Participant or, in the case of the Participant’s death, the legal
                                                           representative of the Participant’s estate or the person who
                                                           acquires this SAR by bequest or inheritance or by reason of the death
                                                           of the Participant, or in the case of the Participant’s Disability,
                                                           by the Participant’s guardian (if applicable). Any purported
                                                           assignment, alienation, pledge, attachment, sale, transfer or encumbrance
                                                           of this SAR that does not satisfy the requirements set forth hereunder
                                                           shall be void and unenforceable against the Company.



 






    	5



    	 



    

 


 


		13.	Certain Restrictions.   By
                                                           accepting the SAR granted under this Notice, the Participant acknowledges
                                                           that he will enter into such written representations, warranties and
                                                           Notices and execute such documents as the Company may reasonably request
                                                           in order to comply with the terms of this Notice or the Plan, or securities
                                                           laws or any other applicable laws, rules or regulations.



 


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



 


		(a)	recoup from the Participant all
                                                               or a portion of the Shares issued or cash paid under this Notice
                                                               if the Company’s reported financial or operating results
                                                               are materially and negatively restated within five years of the
                                                               issuance or payment of such amounts and may cancel any portion
                                                               of the SAR not yet exercised (whether or not vested); and



 


		(b)	recoup from the Participant if,
                                                               in the Committee’s judgment, the Participant 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 Shares issued or
                                                               cash paid under this Notice within five years of such conduct and
                                                               may cancel any portion of the SAR not yet exercised (whether or
                                                               not vested).



 


In addition,
the SAR is subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding
recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (ii) similar rules under
the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements, all to the extent
determined by the Company in its discretion to be applicable to the Participant.


 


Any Shares
subject to recoupment may be transferred to the employee benefit trust established in connection with the Company’s adoption
and assumption of the Plan, and the Participant agrees to execute any documents necessary to effectuate such transfer.


 


		15.	Shareholder Rights.   Prior
                                                           to exercise and receipt of any underlying Shares, a Participant shall
                                                           have no rights of a shareholder with respect to the Shares subject
                                                           to the SAR.



 


		16.	Code Section 409A; No Guarantee
                                                           of Tax Consequences.   This award of the SAR
                                                           is intended to be exempt from Code Section 409A and the provisions
                                                           hereof shall be interpreted and administered consistently with such
                                                           intent. Notwithstanding any provision of the Plan or this Notice to
                                                           the contrary, if at any time the Committee determines, in its sole
                                                           discretion, that this SAR (or any portion thereof) may be subject to
                                                           Code Section 409A, the Committee shall have the right in its sole discretion
                                                           (without any obligation to do so or to indemnify Participant or any
                                                           other person for failure to do so) to adopt such amendments to the
                                                           Plan or this Notice, or adopt other policies and procedures (including
                                                           amendments, policies and procedures with retroactive effect), or take
                                                           any other actions, as the Committee determines are necessary or appropriate
                                                           to provide for either the SAR to be exempt from the application of
                                                           Code Section 409A or to comply with the requirements of Code Section
                                                           409A; provided, however, that this Section 16 shall not create any
                                                           obligation on the part of the Company to adopt any such amendment,
                                                           policy or procedure or take any such other action, nor shall the Company
                                                           have any liability for failing to do so. 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 Notice.



 






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		17.	Data Privacy. The Participant
                                                           explicitly and unambiguously consents to the collection, use and transfer,
                                                           in electronic or other form, of the Participant’s personal data
                                                           as described in this Notice and any other grant materials by and among
                                                           the Company, the Employer and any Affiliates for the exclusive purpose
                                                           of implementing, administering and managing the Participant’s
                                                           participation in the Plan.



 


			The Participant understands that the Company,
                                                        the Employer and any Affiliates may hold certain personal information
                                                        about the Participant, including, but not limited to, the Participant’s
                                                        name, home address and telephone number, date of birth, social insurance
                                                        number or other identification number, salary, nationality, job title,
                                                        any shares or directorships held in the Company, details of any SAR or
                                                        any other entitlement to shares awarded, canceled, exercised, vested,
                                                        unvested or outstanding in the Participant’s favor, for the exclusive
                                                        purpose of implementing, administering and managing the Plan (“Data”).



 


			The Participant understands that Data
                                                        will be transferred to such share plan service provider as may be selected
                                                        by the Company in the future, which is assisting the Company with the
                                                        implementation, administration and management of the Plan. The recipients
                                                        of Data may be located in the United States or elsewhere, and the recipients’
                                                        country (e.g., the United States) may have different data privacy laws
                                                        and protections than the Participant’s country. The Participant
                                                        may request a list with the names and addresses of any potential recipients
                                                        of Data by contacting his or her human resources representative. The Participant
                                                        authorizes the Company and any other possible recipients which may assist
                                                        the Company (presently or in the future) with implementing, administering
                                                        and managing the Plan to receive, possess, use, retain and transfer Data,
                                                        in electronic or other form, for the sole purpose of implementing, administering
                                                        and managing his or her participation in the Plan. Data will be held only
                                                        as long as is necessary to implement, administer and manage the Participant’s
                                                        participation in the Plan. The Participant may, at any time, view Data,
                                                        request additional information about the storage and processing of Data,
                                                        require any necessary amendments to Data or refuse or withdraw the consents
                                                        herein, in any case without cost, by contacting in writing his or her
                                                        human resources representative. Further, the Participant is providing
                                                        his or her consents herein on a purely voluntary basis. If the Participant
                                                        does not consent, or if the Participant later seeks to revoke his or her
                                                        consent, his or her Employment status or service and career with the Employer
                                                        will not be adversely affected; the only adverse consequence of refusing
                                                        or withdrawing the Participant's consent is that the Company would not
                                                        be able to grant the SAR or other equity awards to the Participant or
                                                        administer or maintain such awards. Therefore, the Participant’s
                                                        refusal or withdrawal of his or her consent may affect the Participant’s
                                                        ability to participate in the Plan. For more information on the consequences
                                                        of the Participant’s refusal to consent or withdrawal of consent,
                                                        the Participant may contact his or her human resources representative.



 


		18.	Electronic Delivery and Participation.
                                                           The Company may, in its sole discretion, decide to deliver any documents
                                                           related to current or future participation in the Plan by electronic
                                                           means. The Participant hereby consents to receive such documents by
                                                           electronic delivery and agrees to participate in the Plan through an
                                                           on-line or electronic system established and maintained by the Company
                                                           or a third party designated by the Company.



 






    	7



    	 



    

 


 


		19.	Nature of Grant. In accepting
                                                           the SAR, the Participant acknowledges, understands and agrees that:



 


(a)the
Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated
by the Company at any time, to the extent permitted by the Plan;


 


(b)the
grant of the SAR is voluntary and occasional and does not create any contractual or other right to receive future grants of share
appreciation rights, or benefits in lieu of share appreciation rights, even if share appreciation rights have been granted in
the past;


 


(c)all
decisions with respect to future share appreciation rights or other grants, if any, will be at the sole discretion of the Company.


 


(d)the
grant of the SAR and the Participant's participation in the Plan shall not create a right to Employment or be interpreted as forming
an Employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of
the Company, the Employer or any Affiliate, as applicable, to terminate the Participant's Employment relationship (if any);


 


(e)the
Participant is voluntarily participating in the Plan;


 


(f)the
SAR and the Shares subject to the SAR are not intended to replace any pension rights or compensation;


 


(g)the
SAR and the Shares subject to the SAR are not part of normal or expected compensation for purposes of calculating any severance,
resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long service awards, pension or retirement
or welfare benefits or similar payments;


 


(h)the
future value of the underlying Shares is unknown and cannot be predicted with certainty;


 


(i)no
claim or entitlement to compensation or damages shall arise from forfeiture of the SAR resulting from the termination of Participant's
Employment or other service relationship with the Company or the Employer (for any reason whatsoever whether or not later found
to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's
employment agreement, if any), and in consideration of the grant of the SAR to which the Participant is otherwise not entitled,
the Participant irrevocably agrees never to institute any claim against the Company, its Affiliates or the Employer, waives his
or her ability, if any, to bring any such claim, and releases the Company, its Affiliates and the Employer from any such claim;
if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the
Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents
necessary to request dismissal or withdrawal of such claim;


 


(j)unless
otherwise provided in the Plan or by the Company in its discretion, the SAR and the benefits evidenced by this Notice do not create
any entitlement to have the SAR or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed
out or substituted for, in connection with any corporate transaction affecting the Shares; and


 






    	8



    	 



    

 


 


(k)the
following provisions apply only if the Participant is employed outside the United States:


 


(i)the
SAR and the Shares subject to the SAR are not part of normal or expected compensation or salary for any purpose; and


 


(ii)neither
the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant's
local currency and the United States Dollar that may affect the value of the Shares or of any amounts due to the Participant pursuant
to the exercise of the SAR or the subsequent sale of any Shares acquired upon exercise.


 


		20.	No Advice Regarding Grant.
                                                           The Company is not providing any tax, legal or financial advice,
                                                           nor is the Company making any recommendations regarding the Participant's
                                                           participation in the Plan, or the Participant's acquisition or sale
                                                           of the underlying Shares. The Participant is hereby advised to consult
                                                           with his or her own personal tax, legal and financial advisors regarding
                                                           his or her participation in the Plan before taking any action related
                                                           to the Plan.



 


		21.	Amendment and Termination.   Except
                                                           as otherwise provided in the Plan or this Notice, no amendment of this
                                                           Notice that adversely affects the Participant’s rights hereunder
                                                           in any material respect or termination of this Notice shall be made
                                                           by the Company without the written consent of the Participant.



 


		22.	Binding Effect. This
                                                           Notice shall be binding upon and inure to the benefit of any successors
                                                           to the Company and all persons lawfully claiming under the Participant.



 


		23.	Governing Law. This Notice
                                                           shall be governed by, and construed in accordance with, the laws of
                                                           England and Wales, without regard to conflict of laws principles.



 


		24.	Severability.   In
                                                           the event that any provision of this Notice 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 Notice,
                                                           and this Notice shall be construed and enforced as if the illegal,
                                                           invalid or unenforceable provision had never been included herein.



 


		25.	Imposition of Other Requirements.
                                                           The Company reserves the right to impose other requirements on the
                                                           Participant's participation in the Plan, on the SAR and on any Shares
                                                           issued under the Plan, to the extent the Company determines it is necessary
                                                           or advisable for legal or administrative reasons, and to require the
                                                           Participant to sign any additional agreements or undertakings that
                                                           may be necessary to accomplish the foregoing.



 


		26.	Waiver. A waiver by the
                                                           Company of breach of any provision of this Notice shall not operate
                                                           or be construed as a waiver of any other provision of this Notice,
                                                           or of any subsequent breach by the Participant or any other Participants.



 


 



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2009 ROWAN COMPANIES, INC. INCENTIVE
PLAN


 


2013-2015 PERFORMANCE UNIT AWARD NOTICE


 


		1.	Grant of Performance Units.
                                                          To carry out the purposes of the 2009 Rowan Companies, Inc. Incentive
                                                          Plan, as amended and restated and as assumed and adopted by the Company
                                                          (as defined below) effective May 4, 2012 (the “Plan”),
                                                          and Annex 2 to the Plan, and subject to the conditions described in
                                                          this Notice and the Plan, Rowan Companies plc, a public limited company
                                                          incorporated under English law (the “Company”) hereby
                                                          grants to ________________ (the “Participant”) _____
                                                          Performance Units at target, each valued at $100, effective as of March
                                                          6, 2013 (the “Grant Date”), with respect to the three-year
                                                          performance period commencing January 1, 2013 (such Performance Units,
                                                          the “Grant”). The Grant is intended to qualify as
                                                          “qualified performance-based compensation” as described
                                                          in Code Section 162(m)(4)(C). All capitalized terms not otherwise defined
                                                          herein shall have the meanings set forth in the Plan; references in
                                                          this Notice to the Plan shall be taken to include Annex 2 to the Plan;
                                                          the Plan is incorporated herein by reference as a part of this Notice.



 


See Schedule
A for the manner in which the actual number of Performance Units that vest will be determined based on performance. The Performance
Unit measurements and levels (threshold, target, maximum) are provided in Schedule A.


 


		2.	Vesting.



 


		(a)	Subject to Sections 2(b) and (c)
                                                               below, to the Participant’s continued Employment through
                                                               the Three Year Vesting Date (as defined below), and to the adjustments
                                                               described in Schedule A and certification of the level of attainment
                                                               of the performance goals by the Company’s Compensation Committee
                                                               in accordance with the requirements of Code Section 162(m), the
                                                               Grant shall vest on the third anniversary of the Grant Date (the
                                                               “Three-Year Vesting Date”) based on the level
                                                               of attainment of the performance goals as of the Three-Year Vesting
                                                               Date as certified in writing by the Compensation Committee.



 


		(b)	Notwithstanding the foregoing,
                                                               if the Participant’s Employment terminates prior to the Three-Year
                                                               Vesting Date and (A) (i) such termination occurs by reason of Retirement
                                                               (as defined below), (ii) the Participant provides the Company with
                                                               at least thirty (30) days’ notice prior to such Retirement,
                                                               and (iii) the Grant Date set forth above is more than six (6) months
                                                               prior to the date on which the Participant’s Employment terminates
                                                               by reason of Retirement, or (B) such termination occurs by reason
                                                               of the Participant’s death or Disability (as defined below),
                                                               then, in any case, the Performance Units shall become fully vested
                                                               upon such termination of Employment (to the extent not then-vested)
                                                               (any date on which such accelerated vesting occurs, the “Accelerated
                                                               Vesting Date”). If the Employment of the Participant
                                                               terminates prior to the Three-Year Vesting Date for any reason
                                                               other than due to Retirement, death or Disability, the Grant shall
                                                               be forfeited in its entirety without consideration therefor.



 


For purposes
of this Notice, (X) “Retirement” of an Employee shall have occurred if, as of the Employee’s date of
termination of Employment, the Employee (i) has attained at least 60 years of age and (ii) has completed at least five (5) consecutive
years of service as an Employee to the Company or an Affiliate thereof; and (Y) “Disability” means the Participant
is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for
a continuous period of not less than 12 months, receiving disability benefits under the applicable disability plan of the Company
(or of an Affiliate). Determination of the date of termination of Employment by reason of Retirement or Disability and the satisfaction
of the requirements for Retirement or Disability, as applicable, 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


 






    	1



    	 



    




 


		(c)	Notwithstanding anything herein
                                                               to the contrary, in the event of a Change in Control, subject to
                                                               the Participant’s continued Employment through the date of
                                                               such Change in Control, the greater of the number of Performance
                                                               Units (i) initially granted at target under Section 1 above
                                                               or (ii) based on the then-current expected level of attainment
                                                               as determined by the Compensation Committee as of the date of the
                                                               Change in Control shall be fully vested immediately prior to the
                                                               Change in Control. Notwithstanding any provisions or definitions
                                                               contained in the Plan, for purposes of the Grant, a merger or other
                                                               transaction shall not constitute a Change in Control if it is effected
                                                               for the purpose of changing the place of incorporation or form
                                                               of organization of the Company or the ultimate parent company of
                                                               the Company and its Affiliates.



 


		3.	establishment
                                                          of Accounts. The Company shall maintain an appropriate bookkeeping
                                                          record that from time to time will reflect the Participant’s name,
                                                          the number of Performance Units initially credited to the Participant
                                                          (and as subsequently measured as provided in Schedule A) and the value
                                                          of the Performance Units credited to the Participant (the “Account”)
                                                          as determined by the Compensation Committee. The Grant of Performance
                                                          Units at target shall be credited to the Participant’s Account
                                                          effective as of the Grant Date and thereafter adjusted as provided in
                                                          Schedule A.



 


		4.	Reorganization of the Company.
                                                          The existence of this Notice shall not affect in any way the right or
                                                          power of the Company or its stockholders to make or authorize any or
                                                          all adjustments, recapitalizations, reorganizations or other changes
                                                          in the Company’s capital structure or its business; any merger
                                                          or consolidation of the Company; any issuance of bonds, debentures,
                                                          preferred or prior preference stock ahead of or affecting the Common
                                                          Stock or the rights thereof; the dissolution or liquidation of the Company;
                                                          any sale or transfer of all or any part of its assets or business; or
                                                          any other corporate act or proceeding whether of a similar character
                                                          or otherwise.



 


		5.	Recapitalization Events.
                                                          In the event of share dividends, spin-offs of assets or other extraordinary
                                                          dividends, share splits, combinations of shares, recapitalizations,
                                                          mergers, consolidations, reorganizations, liquidations, issuances of
                                                          rights or warrants and similar transactions or events involving the
                                                          Company (“Recapitalization Events”), the Performance
                                                          Units shall be subject to adjustment as provided in the Plan.



 


		6.	Amount of Payment. The
                                                          amount of the payout of the Performance
                                                          Units (if any) will be finally determined on the earlier to occur of
                                                          (a) the Three-Year Vesting Date and (b) a Change in Control.



 


		7.	Time and Form of Payment; Forfeiture.
                                                          Payment to the Participant of amounts due hereunder shall be made in
                                                          cash on the earlier to occur of: (i) the consummation of a Change in
                                                          Control that constitutes a “change in control event,” as
                                                          defined in Treasury Regulation §1.409A-3(i)(5) and (ii) the Three-Year
                                                          Vesting Date. The Company shall distribute such amounts to the Participant
                                                          on or within ten (10) days after the applicable event requiring such
                                                          distribution, provided that any such distribution made pursuant to clause
                                                          (i) above upon the occurrence of a Change in Control that constitutes
                                                          a “change in control event” shall be made or deemed made
                                                          immediately preceding and effective upon the occurrence of such transaction
                                                          or event. For the avoidance of doubt, payment of any amounts due in
                                                          respect of any Performance Units that vest on an Accelerated Vesting
                                                          Date in accordance with Section 2(b) above shall not be made until the
                                                          amount of the payout of the Performance Units (if any) is finally determined
                                                          in accordance with Section 6 above. Upon termination of Employment for
                                                          any reason prior to the earlier of (i) the Three-Year Vesting Date or
                                                          (ii) a Change in Control, the Performance Units shall be forfeited immediately
                                                          upon termination unless determined otherwise by the Committee.



 


 



    	2



    	 



    




 


		8.	Transfer of Performance Units.
                                                          No right to receive payment hereunder shall be transferable or assignable
                                                          by the Participant, except by will or the laws of descent and distribution.



 


		9.	Certain Restrictions.
                                                          The Participant acknowledges that he or she will enter into such written
                                                          representations, warranties and agreements and execute such documents
                                                          as the Company may reasonably request in order to comply with the terms
                                                          of this Notice or the Plan, or securities laws or any other applicable
                                                          laws, rules or regulations.



 


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



 


		(a)	recoup from the Participant all
                                                               or a portion of the cash paid under this Notice 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 the Participant if,
                                                               in the Committee’s judgment, the Participant 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 cash paid under this
                                                               Notice within five years of such conduct.



 


In addition,
the Grant is subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding
recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (ii) similar rules under
the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements, all to the extent
determined by Company in its discretion to be applicable to the Participant.


 


		11.	Code Section 409A; No Guarantee
                                                           of Tax Consequences. This award of Performance Units is intended
                                                           to be compliant with Code Section 409A and the provisions hereof shall
                                                           be interpreted and administered consistently with such intent. Notwithstanding
                                                           any provision of the Plan or this Notice to the contrary, if at any
                                                           time the Committee determines, in its sole discretion, that this award
                                                           of Performance Units (or any portion thereof) may not be compliant
                                                           with Code Section 409A, the Committee shall have the right in its sole
                                                           discretion (without any obligation to do so or to indemnify Participant
                                                           or any other person for failure to do so) to adopt such amendments
                                                           to the Plan or this Notice, or adopt other policies and procedures
                                                           (including amendments, policies and procedures with retroactive effect),
                                                           or take any other actions, as the Committee determines are necessary
                                                           or appropriate to provide for either the Performance Units to be exempt
                                                           from the application of Code Section 409A or to comply with the requirements
                                                           of Code Section 409A; provided, however, that this Section 11 shall
                                                           not create any obligation on the part of the Company to adopt any such
                                                           amendment, policy or procedure or take any such other action, nor shall
                                                           the Company have any liability for failing to do so. 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 Notice.



 






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		12.	Responsibility for Taxes.
                                                           The Participant acknowledges that, regardless of any action taken by
                                                           the Company or, if different, the Participant’s employer (the
                                                           “Employer”), the ultimate liability for all income
                                                           tax, social insurance contributions, national insurance contributions,
                                                           payroll tax, fringe benefits tax, payment on account or other tax-related
                                                           items related to the Participant’s participation in the Plan
                                                           and legally applicable to the Participant (“Tax-Related Items”)
                                                           is and remains the Participant’s responsibility and may exceed
                                                           the amount actually withheld by the Company or the Employer. The Company
                                                           and/or the Employer (i) make no representations or undertakings regarding
                                                           the treatment of any Tax-Related Items in connection with any aspect
                                                           of the Grant, including, but not limited to, the grant, vesting or
                                                           payment of the Performance Units and the issuance of cash pursuant
                                                           to such payment, and (ii) do not commit to and are under no obligation
                                                           to structure the terms of the Grant or any aspect of the Performance
                                                           Units to reduce or eliminate the Participant’s liability for
                                                           Tax-Related Items or achieve any particular tax result. Further, if
                                                           the Participant is subject to Tax-Related Items in more than one jurisdiction
                                                           between the Grant Date and the date of any relevant taxable or tax
                                                           withholding event, as applicable, the Participant acknowledges that
                                                           the Company and/or the Employer (or former employer, as applicable)
                                                           may be required to withhold or account for Tax-Related Items in more
                                                           than one jurisdiction.



 


Prior to any
relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to
the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or
the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items
by one or a combination of the following:


 


		(a)	withholding from the Participant’s
                                                               wages or other cash compensation paid to the Participant by the
                                                               Company and/or the Employer; or



 


		(b)	withholding from payout of the
                                                               Performance Units through withholding of cash;



 


provided,
however, that the Participant agrees and acknowledges that, unless the Committee determines otherwise, the Company or the Employer,
as applicable, will withhold cash to be paid with respect to the Performance Units pursuant to subsection (b) above; and provided
further, that if the Participant is a Section 16 officer of the Company under the Exchange Act, the Participant may elect the
method of withholding from alternatives (a) – (b) herein in advance of any relevant withholding event, and in the absence
of the Participant’s timely election, the Company will withhold cash upon the relevant withholding event pursuant to subsection
(b) above.


 


Depending
on the withholding method actually used, the Company may withhold or account for Tax-Related Items by considering applicable minimum
statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in which case the Participant
will receive a refund of any over-withheld amount in cash.


 


The Participant
agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required
to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means
previously described. The Company may refuse to pay amounts due hereunder if the Participant fails to comply with the Participant’s
obligations in connection with the Tax-Related Items.


 






    	4



    	 



    

 


 


For Participants
subject to tax in the United Kingdom, if payment or withholding of the income tax due in connection with the Grant is not made
within ninety (90) days of any event giving rise to the income tax liability or such other period specified in Section 222(1)(c)
of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax
shall constitute a loan owed by you to the Employer, effective on the Due Date. The loan will bear interest at the then-current
official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the
Company or the Employer may recover it at any time thereafter by any of the means referred to herein or otherwise permitted under
the Plan. Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning
of Section 13(k) of the Exchange Act), the Participant shall not be eligible for a loan to cover the income tax due as described
above. In the event the Participant is such a director or executive officer and the income tax due is not collected from or paid
by the Participant by the Due Date, the amount of any uncollected income tax will constitute a benefit to the Participant on which
additional income tax and national insurance contributions (“NICs”) will be payable. The Company or the Employer may
recover any such additional income tax and NICs at any time thereafter by any of the means referred to herein or otherwise permitted
under the Plan. The Participant will also be responsible for reporting and paying any income tax due on this additional benefit
directly to HMRC under the self-assessment regime.


 


		13.	Data Privacy. The Participant
                                                           explicitly and unambiguously consents to the collection, use and transfer,
                                                           in electronic or other form, of the Participant’s personal data
                                                           as described in this Notice and any other Grant materials by and among
                                                           the Company, the Employer and any Affiliates for the exclusive purpose
                                                           of implementing, administering and managing the Participant’s
                                                           participation in the Plan.



 


The Participant
understands that the Company, the Employer and any Affiliates may hold certain personal information about the Participant, including,
but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or
other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details
of all Performance Units or any other entitlement to cash or shares of stock awarded, canceled, exercised, vested, unvested or
outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).


 


The Participant
understands that Data will be transferred to such stock plan service provider as may be selected by the Company in the future,
which is assisting the Company with the implementation, administration and management of the Plan. The recipients of Data may
be located in the United States or elsewhere, and the recipients’ country (e.g., the United States) may have different
data privacy laws and protections than the Participant’s country. The Participant may request a list with the names and
addresses of any potential recipients of Data by contacting his or her human resources representative. The Participant authorizes
the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering
and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of
implementing, administering and managing his or her participation in the Plan. Data will be held only as long as is necessary
to implement, administer and manage the Participant’s participation in the Plan. The Participant may, at any time, view
Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse
or withdraw the consents herein, in any case without cost, by contacting in writing his or her human resources representative.
Further, the Participant is providing his or her consents herein on a purely voluntary basis. If the Participant does not consent,
or if the Participant later seeks to revoke his or her consent, his or her Employment status or service and career with the Employer
will not be adversely affected; the only adverse consequence of refusing or withdrawing the Participant's consent is that the
Company would not be able to grant the Performance Units or other equity awards to the Participant or administer or maintain such
awards. Therefore, the Participant’s refusal or withdrawal of his or her consent may affect the Participant’s ability
to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal
of consent, the Participant may contact his or her human resources representative.


 






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		14.	Electronic Delivery and Participation.
                                                           The Company may, in its sole discretion, decide to deliver any documents
                                                           related to current or future participation in the Plan by electronic
                                                           means. The Participant hereby consents to receive such documents by
                                                           electronic delivery and agrees to participate in the Plan through an
                                                           on-line or electronic system established and maintained by the Company
                                                           or a third party designated by the Company.



 


		15.	Nature of Grant. The
                                                           Participant acknowledges and agrees that:



 


		(a)	the Plan is established voluntarily
                                                               by the Company, it is discretionary in nature and it may be modified,
                                                               amended, suspended or terminated by the Company at any time, to
                                                               the extent permitted by the Plan;



 


		(b)	the Grant is voluntary and occasional
                                                               and does not create any contractual or other right to receive future
                                                               grants of Performance Units, or benefits in lieu of Performance
                                                               Units, even if Performance Units have been granted in the past;



 


		(c)	all decisions with respect to future
                                                               Performance Units or other awards, if any, will be at the sole
                                                               discretion of the Company;



 


		(d)	the Grant and the Participant’s
                                                               participation in the Plan shall not create a right to Employment
                                                               or be interpreted as forming an Employment or services contract
                                                               with the Company, the Employer or any Affiliate and shall not interfere
                                                               with the ability of the Company, the Employer or any Affiliate,
                                                               as applicable, to terminate the Participant’s Employment
                                                               relationship (if any);



 


		(e)	the Participant is voluntarily
                                                               participating in the Plan;



 


		(f)	the Performance Units are not intended
                                                               to replace any pension rights or compensation;



 


		(g)	the Performance Units and the income
                                                               and value of same, are not part of normal or expected compensation
                                                               for purposes of calculating any severance, resignation, termination,
                                                               redundancy, dismissal, end-of-service payments, bonuses, long-service
                                                               awards, pension or retirement or welfare benefits or similar payments;



 


		(h)	no claim or entitlement to compensation
                                                               or damages shall arise from forfeiture of the Performance Units
                                                               resulting from the Participant ceasing to provide Employment or
                                                               other services to the Company or the Employer (for any reason whatsoever
                                                               whether or not later found to be invalid or in breach of employment
                                                               laws in the jurisdiction where the Participant is employed or the
                                                               terms of the Participant's employment agreement, if any), and in
                                                               consideration of the Grant to which the Participant is otherwise
                                                               not entitled, the Participant irrevocably agrees never to institute
                                                               any claim against the Company, its Affiliates or the Employer,
                                                               waives his or her ability, if any, to bring any such claim, and
                                                               releases the Company, its Affiliates and the Employer from any
                                                               such claim; if, notwithstanding the foregoing, any such claim is
                                                               allowed by a court of competent jurisdiction, then, by participating
                                                               in the Plan, the Participant shall be deemed irrevocably to have
                                                               agreed not to pursue such claim and agrees to execute any and all
                                                               documents necessary to request dismissal or withdrawal of such
                                                               claim;



 






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		(i)	for purposes of this Grant, the
                                                               Participant will no longer be considered an Employee as of the
                                                               date the Participant ceases to actively provide services to the
                                                               Company or an Affiliate; further, in the event the Participant
                                                               ceases to be an Employee (for any reason whatsoever, whether or
                                                               not later to be found invalid or in breach of employment laws in
                                                               the jurisdiction where the Participant is employed or the terms
                                                               of the Participant's employment agreement, if any), unless otherwise
                                                               provided in this Notice or determined by the Company, the Participant’s
                                                               right to vest in or received payment pursuant to the Performance
                                                               Units under the Plan, if any, will terminate effective as of the
                                                               date that the Participant is no longer actively providing services
                                                               and will not be extended by any notice period (e.g., active
                                                               service would not include any contractual notice period or any
                                                               period of “garden leave” or similar period mandated
                                                               under employment laws in the jurisdiction where the Participant
                                                               is employed or the terms of the Participant's employment agreement,
                                                               if any); the Committee shall have the exclusive discretion to determine
                                                               when the Participant is no longer actively providing services for
                                                               purposes of this Grant (including whether the Participant may still
                                                               be considered to be providing services while on an approved leave
                                                               of absence);



 


		(j)	unless otherwise provided in the
                                                               Plan or by the Company in its discretion, the Performance Units
                                                               and the benefits evidenced by this Notice do not create any entitlement
                                                               to have the Performance Units or any such benefits transferred
                                                               to, or assumed by, another company nor be exchanged, cashed out
                                                               or substituted for, in connection with any corporate transaction
                                                               affecting the shares of the Company; and



 


		(k)	the following provisions apply
                                                               only if the Participant is employed outside the United States:



 


		(i)	the Performance Units and the income
                                                             and value of same are not part of normal or expected compensation
                                                             or salary for any purpose; and



 


		(ii)	neither the Company, the Employer
                                                              nor any Affiliate shall be liable for any foreign exchange rate
                                                              fluctuation between the Participant's local currency and the United
                                                              States Dollar that may affect the value of the Performance Units
                                                              or of any amounts due to the Participant pursuant to the payment
                                                              of the Performance Units.



 


		16.	No Advice Regarding Grant.
                                                           The Company is not providing any tax, legal or financial advice, nor
                                                           is the Company making any recommendations regarding the Participant’s
                                                           participation in the Plan, or the Participant’s acquisition of
                                                           cash underlying the Performance Units. The Participant is hereby advised
                                                           to consult with his or her own personal tax, legal and financial advisors
                                                           regarding his or her participation in the Plan before taking any action
                                                           related to the Plan.



 


		17.	Amendment and Termination.
                                                           Except as otherwise provided in the Plan or this Notice, no amendment
                                                           of this Notice that adversely affects the Participant’s rights
                                                           hereunder in any material respect or termination of this Notice shall
                                                           be made by the Company without the written consent of the Participant.



 


		18.	Binding Effect. This
                                                           Notice shall be binding upon and inure to the benefit of any successors
                                                           to the Company and all persons lawfully claiming under the Participant.



 






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		19.	Governing Law and Venue.
                                                           This Notice shall be governed by, and construed in accordance with,
                                                           the laws of England and Wales, without regard to conflict of laws principles.



 


		20.	Severability. In the
                                                           event that any provision of this Notice 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 Notice, and this
                                                           Notice shall be construed and enforced as if the illegal, invalid,
                                                           or unenforceable provision had never been included herein.



 


		21.	Waiver. A waiver by the
                                                           Company of breach of any provision of this Notice shall not operate
                                                           or be construed as a waiver of any other provision of this Notice,
                                                           or of any subsequent breach by the Participant or any other Participants.



 


 



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SCHEDULE A


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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