Exhibit 10.3
2009 ROWAN COMPANIES, INC. INCENTIVE PLAN
2009 RESTRICTED STOCK AGREEMENT
THIS RESTRICTED
STOCK AGREEMENT (this “Agreement”) is made as of
the 5th day of May, 2009 (the “Grant Date”), between
Rowan Companies, Inc., a Delaware corporation (the
“Company”), and _______________ (the
“Participant”).
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Grant of Restricted Shares.
To carry out the purposes of the 2009
Rowan Companies, Inc. Incentive Plan (the “Plan”), and
subject to the conditions described in this Agreement and the Plan,
the Company hereby grants to the Participant all right, title and
interest in the record and beneficial ownership of ______ shares
(the “Restricted Shares”) of common stock, $0.125 par
value per share, of the Company
(“Stock”). The grant of such Restricted
Shares shall be effective as of the Grant Date. All
capitalized terms not otherwise defined herein shall have the
meanings set forth in the Plan; the Plan is incorporated herein by
reference as part of this Agreement.
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Issuance and Transferability.
The Restricted Shares may be evidenced in such a
manner as the Committee shall deem appropriate. Any
certificates representing the Restricted Shares granted hereunder
shall be issued in the name of the Participant as of the Grant Date
and shall be marked with the following legend:
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“The shares represented by this
certificate have been issued pursuant to the terms of the 2009
Rowan Companies, Inc. Incentive Plan and may not be sold, pledged,
transferred, assigned or otherwise encumbered in any manner except
as is set forth in the terms of such award dated May 5,
2009.”
Until restrictions lapse, the Restricted Share
certificates shall be left on deposit with the Company along with a
stock power (substantially in the form attached hereto as Exhibit
A) endorsed in blank and shall not be transferable except by will
or the laws of descent and distribution or pursuant to a domestic
relations order. No right or benefit hereunder shall in
any manner be liable for or subject to any debts, contracts,
liabilities, or torts of the Participant. Any purported
assignment, alienation, pledge, attachment, sale, transfer or other
encumbrance of the Restricted Shares, prior to the lapse of
restrictions, that does not satisfy the requirements hereunder
shall be void and unenforceable against the
Company. Notwithstanding the foregoing, in the case of
the Participant’s disability or death, the
Participant’s rights under this Agreement may be exercised by
the Participant’s guardian or legal representative.
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Vesting/Forfeiture.
The Participant shall vest in his rights under
the Restricted Shares and any accumulated dividends described in
Paragraph 5 hereof, and the Company’s right to reclaim such
shares or dividends shall lapse with respect to one-third of the
Restricted Shares on the first anniversary of the Grant Date and an
additional one-third of the Restricted Shares on each of the second
and third anniversaries of the Grant Date (each anniversary, a
“Vesting Date”), provided that the Participant remains
continuously employed by the Company from the Grant Date to such
Vesting Date. Notwithstanding the foregoing, however,
all Restricted Shares not then vested shall vest immediately if the
Participant’s employment with the Company terminates due to
the Participant’s disability or death. In the
event of the Participant’s Retirement (as defined in
Paragraph 4 below) prior to vesting, the Committee may, in its
sole discretion, accelerate vesting. If the
Participant’s employment with the Company terminates other
than by reason of Retirement, disability or death, the Restricted
Shares (to the extent not then vested) shall be forfeited as of the
date the Participant’s employment so
terminates. As soon as administratively feasible
following the vesting of the Restricted Shares, a Stock certificate
evidencing the vested Restricted Shares, less the amount of Stock
withheld pursuant to Paragraph 7 hereof, if any, shall be delivered
without charge to the Participant, or his designated
representative, without restrictive legend. If, for any
reason, the restrictions imposed by the Committee upon the
Restricted Shares are not satisfied at the end of the Restricted
Period, any Restricted Stock remaining subject to such restrictions
shall be forfeited by the Participant.
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Retirement. For
purposes of this Agreement, Retirement by an Employee shall have
occurred if, as of the Employee’s date of termination of
employment:
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(a)
in the case of an Employee who is an employee of the Company or one
of its subsidiaries (other than LeTourneau, Inc. or its
subsidiaries, the employees of which are covered in (b) below), the
Employee is a minimum of 60 years old and has satisfied the
requirements for normal retirement pursuant to the policies of the
Company in place at the time of termination; or
(b)
in the case of an Employee who is an employee of LeTourneau, Inc.
or one of its subsidiaries, the Employee has satisfied the
requirements for either normal or late retirement pursuant to the
polices of LeTourneau, Inc. in place at the time of
termination.
Determination of the date of termination of
employment by reason of Retirement and the satisfaction of the
requirements for “Retirement” shall be based on such
evidence as the Committee may require and a determination by the
Committee of such date of termination and satisfaction shall be
final and controlling on all interested parties.
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Dividends. Any
cash dividends that may be paid on the Restricted Shares after the
Grant Date shall be accumulated and held in an account or in escrow
by the Company until such time as the Participant shall vest in the
Restricted Shares to which such dividends are attributable as
described in Paragraph 3 above. The Participant shall
receive a cash p
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