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STOCK OPTION
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 Non-Qualified Stock Options (the
“Options”) 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. 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.
Subject to the
provisions of the Plan, the terms and conditions of this grant are
as follows:
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Number and
Price of Options –
The Company grants to you the option to purchase from the Company
at the price of $___ up to, but not exceeding in the aggregate, the
number of shares of the Company’s Common Stock (the
“Common Stock”), as shown on the attached Notice of
Grant and as explained hereinafter and in the Program.
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Option
Term – Options have
been granted for a period of seven (7) years from the Date of Grant
(the “Option Term”).
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Vesting of
Options – Subject
to the “Forfeiture of Options” paragraph below, options
do not provide you with any rights or interest therein until they
vest and become exercisable in one-third (1/3) increments on the
first, second and third anniversaries of the Date of
Grant. Options which are or become exercisable at the
time of termination of employment continue to be exercisable until
terminated in accordance with Paragraph 6 below.
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All unvested
Options shall become vested and exercisable upon your termination
of employment due to death or disability, or upon the occurrence of
a “Change in Control” as defined in the
Plan.
If your
employment is terminated prior to the third anniversary of the Date
of Grant due to “Retirement,” 25% of the then unvested
Options will become vested and exercisable provided your
termination date is on or after the first anniversary of the Date
of Grant, and 50% of the then unvested Options will become vested
and exercisable provided your termination date is on or after the
second anniversary of the Date of Grant. For this
purpose, “Retirement” means a voluntary termination of
employment after attaining age 60 and completing 10 years
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