PERFORMANCE SHARE
GRANT AGREEMENT
2009 McDermott International,
Inc. Long-Term Incentive Plan
On _____, ____
(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
2009 McDermott International, Inc. Long-Term Incentive Plan (the
“Plan”). The provisions of the Plan are
incorporated herein by reference.
Any reference
or definition contained in this Agreement shall, except as
otherwise specified, be construed in accordance with the terms and
conditions of the Plan and all determinations and interpretations
made by the Committee with regard to any question arising hereunder
or under the Plan shall be binding and conclusive on you and your
legal representatives and beneficiaries. The term
“Company” as used in this Agreement with reference to
employment shall include subsidiaries of the
Company. Whenever the words “you or your”
are used in any provision of this Agreement under circumstances
where the provision should logically be construed to apply to the
beneficiary, estate, or personal representative, to whom any rights
under this Agreement may be transferred by will or by the laws of
descent and distribution, it shall be deemed to include such
person.
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, calculated as described below,
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
Initial Grant Date.
Vesting
Requirements . Except as provided in the following
paragraph, 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 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 Units 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 number of Performance Shares of
your Initial Grant in which you will vest, if any, shall be
determined based one-half on the Cumulative Operating Income of the
Company and one-half on the Company’s Total Shareholder
Return relative to the Total Shareholder Return of our Peer Group
(defined below), each over the Performance Measurement Period as
illustrated in the schedules set forth below. The
“Performance Measurement Period” means the period
beginning on January 1, 2009 and ending on December 31,
2011. The maximum numbe
