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Exhibit 10.4
ROWAN COMPANIES, INC. 2009 INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR 2009 RESTRICTED STOCK UNIT
AGREEMENT
THIS RESTRICTED
STOCK UNIT AGREEMENT (this “Agreement”) is made as
of the 5th day of May, 2009 (“Grant Date”), between
Rowan Companies, Inc., a Delaware corporation (the
“Company”) and ____________ (the
“Participant”).
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Grant of Restricted Stock Units
. To carry out the purposes of the Rowan Companies, Inc.
2009 Incentive Plan (the “Plan”), and subject to the
conditions described in this Agreement and the Plan, the Company
hereby grants to the Participant _____ Restricted Stock Units
(“RSUs”) with respect to the Participant’s annual
service period commencing May 5, 2009 (the “2009
Grant”). All capitalized terms in this Agreement
have the meanings set forth in the Plan; the Plan is incorporated
herein by reference as part of this Agreement.
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Vesting . The 2009
Grant shall be fully vested and nonforfeitable as of the date of
the next following annual meeting of stockholders; provided,
however, that if the Participant resigns or is removed from the
Board prior to such date, such 2009 Grant shall be forfeited.
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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, the
number of vested and unvested RSUs credited to the Participant and
the Fair Market Value of the RSUs credited to the
Participant. Fair Market Value of a RSU shall be deemed
to be equal to the Fair Market Value of one share of Common
Stock. The 2009 Grant shall be credited to the
Participant’s RSU Account effective as of May 5,
2009.
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Dividends . As of
each date on or after May 5, 2009 that cash dividends are paid
with respect to Common Stock, to the extent that the Participant
has any outstanding RSUs credited to his or her RSU Account, the
Participant shall have an additional amount credited to his or her
RSU Account equal to the number of RSUs (rounded up to the nearest
whole number) having a Fair Market Value equal to the dollar amount
of dividends paid per share of Common Stock multiplied by the
number of RSUs credited to the Participant’s RSU Account as
of the payment date of such dividend.
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Reorganization of the Company
. The existence of this Agreement 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.
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Recapitalization Events
. In the event of stock dividends, spin-offs of
assets or other
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