Exhibit 10.1
SEAHAWK DRILLING,
INC.
2009 LONG-TERM INCENTIVE
PLAN
1. Plan. The Seahawk
Drilling, Inc. 2009 Long-Term Incentive Plan (the
“Plan”) was adopted by the Board of Directors of
Seahawk Drilling, Inc., a Delaware corporation (the
“Company”), and was approved on August 4, 2009 by
Pride International, Inc. as the sole stockholder of the Company,
to reward certain officers, employees and directors of the Company
and its Subsidiaries by providing for certain cash benefits and by
enabling them to acquire shares of Common Stock of the Company. The
Plan is effective as of the date of the Distribution as defined
below.
2. Objectives. The Plan is
designed to attract and retain officers, employees and directors of
the Company and its Subsidiaries, to encourage the sense of
proprietorship of such officers, employees and directors and to
stimulate the active interest of such persons in the development
and financial success of the Company and its Subsidiaries. These
objectives are to be accomplished by making Awards under this Plan
and thereby providing Participants with a proprietary interest in
the growth and performance of the Company and its
Subsidiaries.
3. Definitions. As used
herein, the terms set forth below shall have the following
respective meanings:
“Authorized Officer”
means the Chief Executive Officer of the Company (or any other
senior officer of the Company to whom the Chief Executive Officer
delegates the authority to execute any Award Agreement, where
applicable).
“Award” means an
Employee Award or a Director Award.
“Award Agreement” means
a written or electronic agreement setting forth the terms,
conditions and limitations applicable to an Award, to the extent
the Committee determines such agreement is necessary.
“Board” means the Board
of Directors of the Company.
“Cash Award” means an
award denominated in cash.
“Change in Control”
means, and shall be deemed to have occurred on the date of the
first to occur of any of the following:
(i) any “person” (as
such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act) is or becomes a beneficial owner, directly or
indirectly, of securities of the Company representing 30 percent
(30%) or more of the combined voting power of the
Company’s then-outstanding securities;
(ii) during any period of 12
consecutive months, individuals who, as of the date of the
Distribution, constitute the members of the Board (the
“Incumbent Directors”) cease for any reason other than
due to death or disability to constitute at least a majority of the
members of the Board, provided that any director who was nominated
for election or was elected with the approval of at least a
majority of the members of the Board who are at the time Incumbent
Directors shall be considered an Incumbent Director;
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(iii) the consummation of any
transaction (including any merger, amalgamation, consolidation or
scheme of arrangement), the result of which is that less than 50
percent (50%) of the total voting power of the surviving
corporation is represented by shares held by former shareholders of
the Company prior to such transaction; or
(v) the Company shall have sold,
transferred or exchanged all, or substantially all, of its assets
to another corporation or other entity or person.
“Code” means the
Internal Revenue Code of 1986, as amended from time to
time.
“Committee” means the
Compensation Committee of the Board.
“Common Stock” means the
Common Stock, par value $0.01 per share, of the Company.
“Company” has the
meaning set forth in Section 1.
“Director” means an
individual serving as a member of the Board who is not an
Employee.
“Director Award” means
any Non-qualified Stock Option, SAR, Stock Award, Restricted Stock
Unit Award, Cash Award or Performance Award (other than a Qualified
Performance Award) granted, whether singly, in combination or in
tandem, to a Participant who is a Director pursuant to such
applicable terms, conditions and limitations (including treatment
as a Performance Award) as the Committee may establish in order to
fulfill the objectives of the Plan.
“Distribution” means the
distribution by Pride International, Inc., on a pro-rata basis to
the holders of the common stock of Pride International, Inc., of
all of the outstanding shares of Common Stock owned by Pride
International, Inc.
“Dividend Equivalents”
means, with respect to Restricted Stock Units, an amount equal to
all dividends and other distributions (or the economic equivalent
thereof) that are payable to stockholders of record during the
Restriction Period on a like number of shares of Common Stock
granted in the Award.
“Employee” means a
person employed by the Company or any of its Subsidiaries as a
common law employee, including an officer, as such term is defined
in Rule 16a-1 of the Exchange Act, of the Company or any of its
Subsidiaries and including a member of the Board who is also an
Employee.
“Employee Award” means
any Option, SAR, Stock Award, Restricted Stock Unit Award, Cash
Award or Performance Award granted, whether singly, in combination
or in tandem, to a Participant who is an Employee pursuant to such
applicable terms, conditions and limitations (including treatment
as a Performance Award) as the Committee may establish in order to
fulfill the objectives of the Plan.
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“Equity Award” means any
Option, SAR, Stock Award, or Performance Award (other than a
Performance Award denominated in cash) granted to a Participant
under the Plan.
“Exchange Act” means the
Securities Exchange Act of 1934, as amended.
“Fair Market Value”
means, as of a particular date, (i) if the shares of Common
Stock are listed on a national securities exchange, the mean
between the highest and lowest sales price per share of Common
Stock on the consolidated transaction reporting system for the
primary national securities exchange on which shares of Common
Stock are listed on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which
such a sale was so reported, (ii) if the shares of Common
Stock are not so listed but are quoted by The NASDAQ Stock Market,
Inc., the mean between the highest and lowest sales price per share
of Common Stock on the consolidated transaction reporting system
for The NASDAQ Stock Market, Inc. on that date, or, if there shall
have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported, (iii) if
the Common Stock is not so listed or quoted, the mean between the
closing bid and asked price on that date, or, if there are no
quotations available for such date, on the last preceding date on
which such quotations shall be available, as reported by The NASDAQ
Stock Market, Inc., or, if not reported by The NASDAQ Stock Market,
Inc., by the National Quotation Bureau, Inc., or (iv) if none
of the above are applicable, the fair market value of a share of
Common Stock as determined in good faith by the Committee under a
method or means which shall comply with the requirements of a
reasonable valuation method as described under Section 409A of
the Code.
“Grant Date” means the
date an Award is granted to a Participant pursuant to the Plan. The
“Grant Date” of an Option or SAR Award shall be the
date the Company completes the corporate action constituting an
offer of stock for sale to a holder under the terms and conditions
of the Option or SAR; provided that (i) such corporate
action shall not be considered complete until the date on which the
maximum number of shares that can be purchased or exercised
under the Option or SAR and the minimum Grant Price are fixed or
determinable; (ii) if such corporate action contemplates an
immediate offer of stock for sale to a class of individuals, then
the Grant Date of an Option or SAR is the time or date of that
corporate action, if the offer is to be made immediately; and/or
(iii) if such corporate action contemplates a particular date
on which the offer is to be made, then the Grant Date is the
contemplated date of the offer.
“Grant Price” means the
price at which a Participant may exercise his or her right to
receive cash or Common Stock, as applicable, under the terms of an
Award.
“Incentive Stock Option”
means an Option that is intended to comply with the requirements
set forth in Section 422 of the Code.
“Non-qualified Stock
Option” means an Option that is not an Incentive Stock
Option.
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“Option” means a right
to purchase a specified number of shares of Common Stock at a
specified Grant Price, which may be an Incentive Stock Option or a
Non-qualified Stock Option.
“Participant” means an
Employee or Director to whom an Award has been granted under this
Plan.
“Performance Award”
means an Award made pursuant to this Plan that is subject to the
attainment of one or more performance goals.
“Performance Goal” means
a standard established by the Committee to determine in whole or in
part whether a Qualified Performance Award shall be
earned.
“Plan” has the meaning
set forth in Section 1.
“Qualified Performance
Award” means a Performance Award made to a Participant who is
an Employee that is intended to qualify as qualified
performance-based compensation under Section 162(m) of the
Code, as described in Section 8(a)(vii)(B) of the
Plan.
“Restricted Stock” means
Common Stock that is restricted or subject to forfeiture
provisions.
“Restricted Stock Unit”
means a unit evidencing the right to receive in specified
circumstances one share of Common Stock or equivalent value in cash
that is restricted or subject to forfeiture provisions.
“Restricted Stock Unit
Award” means an Award in the form of Restricted Stock
Units.
“Restriction Period”
means a period of time beginning as of the Grant Date of an Award
of Restricted Stock or Restricted Stock Units and ending as of the
date upon which the Common Stock subject to such Award is issued
(if not previously issued), no longer restricted or subject to
forfeiture provisions.
“Stock Appreciation
Right” or “SAR” means a right to receive a
payment, in cash or Common Stock, equal to the excess of the Fair
Market Value or other specified valuation of a specified number of
shares of Common Stock on the date the right is exercised over a
specified Grant Price.
“Stock Award” means an
Award in the form of, or denominated in, or by reference to, shares
of Common Stock, including an award of Restricted Stock.
“Subsidiary” means
(i) with respect to any Awards other than Incentive Stock
Options, any corporation, limited liability company or similar
entity of which the Company directly or indirectly owns shares
representing more than 50 percent (50%) of the voting power of
all classes or series of equity securities of such entity, which
have the right to vote generally on matters submitted to a vote of
the holders of equity interests in such entity, and (ii) with
respect to Awards of Incentive Stock Options, any subsidiary within
the meaning of Section 424(f) of the Code or any successor
provision.
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4. Eligibility. All Employees
are eligible for Employee Awards under this Plan. All Directors are
eligible for Director Awards under the Plan. The Committee shall
select the Participants in the Plan from time to time by the grant
of Awards under the Plan.
5. Common Stock Available for
Awards. Subject to the provisions of Section 16 hereof, no
Award shall be granted if it shall result in the aggregate number
of shares of Common Stock issued under the Plan plus the number of
shares of Common Stock covered by or subject to Awards then
outstanding (after giving effect to the grant of the Award in
question) to exceed 1,505,928 shares of Common Stock. All of
the shares of Common Stock available for grant under the Plan shall
be available for Incentive Stock Option Awards. The number of
shares of Common Stock that are the subject of Awards under this
Plan that are forfeited, terminated or expire unexercised shall
again immediately become available for Awards hereunder.
Notwithstanding the foregoing, the number of shares of Common Stock
reserved for issuance shall be reduced by the total number of
Options or SARs exercised, and the number of shares of Common Stock
reserved for issuance under the Plan shall not be increased by
(i) any shares tendered or Award surrendered in connection
with the purchase of shares of Common Stock upon the exercise of an
Option as described in Section 12 or (ii) any shares of
Common Stock deducted from an Award payment in connection with the
Company’s tax withholding obligations as described in
Section 13. The Committee may from time to time adopt and
observe such procedures concerning the counting of shares against
the Plan maximum as it may deem appropriate. The Board and the
appropriate officers of the Company shall from time to time take
whatever actions are necessary to file any required documents with
governmental authorities, stock exchanges and transaction reporting
systems to ensure that shares of Common Stock are available for
issuance pursuant to Awards.
6. Administration.
(a) Authority of the Committee. This
Plan shall be administered by the Committee except as otherwise
provided herein. Subject to the provisions hereof, the Committee
shall have full and exclusive power and authority to administer
this Plan and to take all actions that are specifically
contemplated hereby or are necessary or appropriate in connection
with the administration hereof. The Committee shall also have full
and exclusive power to interpret this Plan and to adopt such rules,
regulations and guidelines for carrying out this Plan as it may
deem necessary or proper, all of which powers shall be exercised in
the best interests of the Company and in keeping with the
objectives of this Plan. Subject to Section 6(d) hereof, the
Committee may, in its discretion, impose such conditions and/or
restrictions on any Award granted pursuant to the Plan as it may
deem advisable including, without limitation, a requirement that
Participants pay a stipulated purchase price for each share of
Common Stock issued under an Award, including Stock Awards or
Restricted Stock Units, restrictions based upon the achievement of
specific performance goals, time-based restrictions on vesting
following the attainment of the performance goals, time-based
restrictions, and/or restrictions under applicable laws or under
the requirements of any stock exchange or market upon which such
shares of Common Stock are listed or traded, or holding
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requirements or sale restrictions
placed on the shares of Common Stock by the Company as the
Committee deems appropriate and provide for the extension of the
exercisability of an Award, accelerate the vesting or
exercisability of an Award, eliminate or make less restrictive any
restrictions contained in an Award, waive any restriction or other
provision of this Plan (insofar as such provision relates to
Awards) or an Award or otherwise amend or modify an Award in any
manner that is (i) not adverse to the Participant to whom such
Award was granted, (ii) consented to by such Participant or
(iii) authorized by Section 16(c) hereof; provided,
however , that no such action shall permit the term of any
Option to be greater than ten (10) years from the applicable
Grant Date. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in this Plan or in any
Award in the manner and to the extent the Committee deems necessary
or desirable to further the Plan purposes. Any decision of the
Committee, with respect to Awards, in the interpretation and
administration of this Plan shall lie within its sole and absolute
discretion and shall be final, conclusive and binding on all
parties concerned.
(b) Indemnification. No member of
the Committee or officer of the Company to whom the Committee has
delegated authority in accordance with the provisions of
Section 7 of this Plan shall be liable for anything done or
omitted to be done by him or her, by any member of the Committee or
by any officer of the Company in connection with the performance of
any duties under this Plan, except for his or her own willful
misconduct or as expressly provided by statute.
(c) Authority of the Board. The
Board shall have the same powers, duties, and authority to
administer the Plan as the Committee.
(d) Prohibition on Repricing of
Awards. No Option or SAR may be repriced, replaced, regranted
through cancellation or modified without stockholder approval
(except in connection with a change in the Company’s
capitalization), if the effect would be to reduce the Grant Price
for the shares underlying such Award.
7. Delegation of Authority.
The Committee may delegate to the Authorized Officer and to other
senior officers of the Company its duties under this Plan in
accordance with applicable law and pursuant to such conditions or
limitations as the Committee may establish with respect to Awards,
except that the Committee may not delegate to any person the
authority to grant Awards to, or take other action with respect to,
Participants who are subject to Section 16 of the Exchange
Act. The Committee may engage or authorize the engagement of a
third party administrator to carry out administrative functions
under the Plan.
8. Awards.
(a) Employee Awards. The Committee
shall determine the type or types of Employee Awards to be made
under this Plan and shall designate from time to time the Employees
who are to be the recipients of such Employee Awards. Each Employee
Award shall evidenced in such communications as the Committee deems
appropriate, including in an Award Agreement, shall contain such
terms, conditions and limitations as shall be determined by the
Committee in its sole discretion and may be signed by an
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Authorized Officer for and on behalf
of the Company. Employee Awards may consist of those listed in this
Section 8(a) and may be granted singly, in combination or in
tandem. Awards may also be granted in combination or in tandem
with, in replacement of, or as alternatives to, grants or rights
under this Plan or any other employee plan of the Company or any of
its Subsidiaries, including the plan of any acquired entity;
provided, however , that, except as contemplated in
Section 16 hereof, no Option may be issued in exchange for the
cancellation of an Option with a higher Grant Price nor may the
Grant Price of any Option be reduced. All or part of an Employee
Award may be subject to conditions established by the Committee.
Upon the termination of employment or service by a Participant, any
unexercised, deferred, unvested or unpaid Awards shall be treated
as set forth in the applicable Award Agreement or in any other
agreement between the Company and the Participant.
(i) Option. An Employee Award
may be in the form of an Option consisting of either an Incentive
Stock Option or a Non-qualified Stock Option. An Option Award
Agreement also shall specify whether the Option is intended to be
an Incentive Stock Option or a Non-qualified Stock Option. On the
Grant Date, the Grant Price of an Option shall be not less than the
Fair Market Value of the Common Stock subject to such Option. The
term of the Option shall extend no more than ten (10) years
after the Grant Date. Options may not include provisions that
“reload” the option upon exercise. Subject to the
foregoing provisions, the terms, conditions and limitations
applicable to any Options awarded to Employees pursuant to this
Plan, including the Grant Price, the term of the Options, the
number of shares subject to the Option and the date or dates upon
which they become exercisable, shall be determined by the
Committee.
(ii) Incentive Stock Options
. Incentive Stock Options may be granted only to eligible Employees
of the Company or of any Subsidiary. With respect to an Incentive
Stock Option granted to an Employee who, at the time the Incentive
Stock Option is granted, owns stock possessing more than ten
percent (10%) of the total combined voting power of all
classes of stock of the Company or any Subsidiary as determined for
purposes of Section 422 of the Code, the Grant Price must not
be less than 110 percent (110%) of the Fair Market Value of
the shares of Common Stock on the Grant Date and the Incentive
Stock Option must not be exercisable later than the fifth (5
th ) anniversary of the Grant Date. In
addition, to the extent that the aggregate Fair Market Value of
shares of Common Stock with respect to which Incentive Stock
Options first become exercisable by a Participant in any calendar
year exceeds $100,000, taking into account both shares of Common
Stock subject to Incentive Stock Options under the Plan and Common
Stock subject to Incentive Stock Options under all other plans of
the Company, such Options shall be treated as Non-qualified Stock
Options. For this purpose, the “Fair Market Value” of
the shares of Common St
