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EXHIBIT 10.26
2008 PERFORMANCE SHARES
GRANT AGREEMENT
Amended and Restated 2001 Directors and Officers Long-Term
Incentive Plan
On
______, 2008 (the “Date of Grant”), the
Compensation Committee of the Board of Directors (the
“Committee”) of McDermott International, Inc. (the
“Company”) selected you to receive a grant of
Performance Shares under the Company’s amended and
restated 2001 Directors and Officers Long-Term Incentive Plan
(the “Plan”) upon the terms and conditions set
forth in this Grant Agreement (the
“Agreement”). The provisions of the
Plan are incorporated herein by reference. A copy
of the Plan is attached for your reference.
Performance
Shares
Performance Shares Award . You have been awarded
an initial grant (the “Initial Grant”) of Performance
Shares. This grant represents a right to receive shares
of common stock of the Company, provided the applicable performance
measures and vesting requirements set forth in this Agreement have
been satisfied. No shares are awarded or issued to you
on the Date of Grant.
Vesting Requirements . Except as provided in the
following paragraphs, Performance Shares do not provide you with
any rights or interest therein until they become vested on the
third anniversary of the Date of Grant (the “Vesting
Date”), provided you are still employed by the Company or one
of its subsidiaries.
In
the event you terminate employment prior to the third
anniversary of the Date of Grant due to
“Retirement,” 33% of the Initial Grant will
continue to vest provided your termination date is on or after
the first anniversary of the Date of Grant, and 66% of the
Initial Grant will continue to vest provided your termination
date is on or after the second anniversary of the Date of
Grant.
For
this purpose, the term “Retirement” means (a)
voluntary termination of employment after attaining age 60 and
completing at least 10 years of service with the Company or
its subsidiaries, or (b) involuntary termination in connection
with a reduction in force.
In
the event your employment terminates by reason of your death
or disability prior to the third anniversary of the Date of
Grant, 100% of the Initial Grant shall continue to
vest.
The
Committee may, in its sole discretion, provide for additional
vesting.
Forfeiture of Performance Shares . Except as
otherwise provided above, Performance Shares which are not vested
at your termination of employment for any reason shall, coincident
therewith, be forfeited.
In
addition, in the event that (a) you are convicted of (i) a
felony or (ii) a misdemeanor involving fraud, dishonesty or
moral turpitude, or (b) you engage in conduct that adversely
affects or may reasonably be expected to adversely affect the
business reputation or economic interests of the Company, as
determined in the sole judgment of the Committee, then all
Performance Shares and all rights or benefits awarded to you
under this grant of Performance Shares are forfeited,
terminated and withdrawn immediately upon such conviction or
notice of such determination. The Committee shall
have the right to suspend any and all rights or benefits
awarded to you hereunder pending its investigation and final
determination with regard to such matters.
Number of Performance Shares . The percentage of
Performance Shares in your Initial Grant in whi
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