Exhibit 10.40
LETOURNEAU TECHNOLOGIES, INC.
INCENTIVE PLAN
LETOURNEAU TECHNOLOGIES, INC.
INCENTIVE PLAN
Table of Contents
Article I INTRODUCTION [INSERT PAGE NUMBER]
1.1
Purpose[INSERT PAGE NUMBER]
1.2
Definitions[INSERT PAGE NUMBER]
1.3
Shares Subject to the Plan-Adjustments.[INSERT PAGE NUMBER]
1.4
Administration of the Plan[INSERT PAGE NUMBER]
1.5
Granting of Awards to Participants[INSERT PAGE NUMBER]
1.6
Term of Plan[INSERT PAGE NUMBER]
1.7
Amendment and Discontinuance of the Plan[INSERT PAGE NUMBER]
Article II STOCK APPRECIATION RIGHTS [INSERT PAGE NUMBER]
2.1
Right to Payment[INSERT PAGE NUMBER]
2.2
Terms[INSERT PAGE NUMBER]
2.3
Repricing[INSERT PAGE NUMBER]
Article III RESTRICTED STOCK UNITS [INSERT PAGE NUMBER]
3.1
Award and Restrictions[INSERT PAGE NUMBER]
3.2
Forfeiture[INSERT PAGE NUMBER]
3.3
Performance Goals[INSERT PAGE NUMBER]
Article IV CASH AWARDS [INSERT PAGE NUMBER]
Article V CERTAIN PROVISIONS APPLICABLE TO ALL AWARDS [INSERT PAGE NUMBER]
5.1
Vesting and Other General Provisions[INSERT PAGE NUMBER]
5.2
Stand-Alone, Additional, Tandem and Substitute Awards[INSERT PAGE
NUMBER]
5.3
Term of Awards[INSERT PAGE NUMBER]
5.4
Form and Timing of Payment under Awards; Plan Status; Plan
Liability[INSERT PAGE NUMBER]
5.5
Vested and Unvested Awards[INSERT PAGE NUMBER]
5.6
Securities Requirements[INSERT PAGE NUMBER]
5.7
Transferability[INSERT PAGE NUMBER]
5.8
Rights as a Stockholder[INSERT PAGE NUMBER]
5.9
Listing and Registration of LeTourneau Shares[INSERT PAGE NUMBER]
5.10
Change in Control[INSERT PAGE NUMBER]
Article VI WITHHOLDING FOR TAXES [INSERT PAGE NUMBER]
Article VII MISCELLANEOUS [INSERT PAGE NUMBER]
7.1
No Rights to Awards or Uniformity Among Awards[INSERT PAGE NUMBER]
7.2
Conflicts with Plan[INSERT PAGE NUMBER]
7.3
No Right to Employment[INSERT PAGE NUMBER]
7.4
Governing Law[INSERT PAGE NUMBER]
7.5
Gender, Tense and Headings[INSERT PAGE NUMBER]
7.6
Severability[INSERT PAGE NUMBER]
7.7
Other Laws[INSERT PAGE NUMBER]
7.8
Stockholder Agreements[INSERT PAGE NUMBER]
7.9
Funding[INSERT PAGE NUMBER]
7.10
No Guarantee of Tax Consequences[INSERT PAGE NUMBER]
7.11
Code Section 409A[INSERT PAGE NUMBER]
7.12
Resolution of Disputes[INSERT PAGE NUMBER]
LETOURNEAU TECHNOLOGIES, INC.
INCENTIVE PLAN
1.
INTRODUCTION
a) Purpose"
.
This LeTourneau Technologies, Inc. Incentive Plan (as the same may be amended
from time to time, the "Plan") is intended to promote the interests of Rowan
Companies, Inc., a Delaware corporation ("Rowan"), and its stockholders by
promoting performance and providing Employees of LeTourneau Technologies, Inc.
("LeTourneau") or its Affiliates (as defined below) with an opportunity to
benefit from the appreciation of LeTourneau Shares (as defined below), thereby
giving them an added incentive to work toward the continued growth and success
of LeTourneau, and in turn the growth and success of Rowan.
The Board of
Directors of Rowan (the "Board") also contemplates that through the Plan,
LeTourneau and its Affiliates will be better able to compete for the services of
the individuals needed for the continued growth and success of LeTourneau.
The
Plan provides for payment of various forms of incentive compensation, and
accordingly, is not intended to be a plan that is subject to the Employee
Retirement Income Security Act of 1974, as amended, and shall be administered
accordingly.
b) Definitions"
.
As used in the Plan, the following terms shall have the meanings set forth
below:
"Affiliate" means (i) any entity in