Common use of IPO Option Clause in Contracts

IPO Option. Effective as of the closing date of the first registered underwritten public offering completed after the Effective Date to purchase common stock of TODCO ("Common Stock") (the "IPO"), the Executive shall, if he is then employed hereunder, receive a non-qualified option to purchase . no less than 100,000 shares of common stock and provided further that the option shall be solely to purchase the same class of shares purchased by the public in the IPO which currently is expected to be Class A Common Stock (the "Public Common Stock") (it being understood that Transocean Inc. and its subsidiaries are currently expected to hold Class B Common Stock which will, among other things, be entitled to voting rights at least five (5) times as great as the voting rights of the Public Common Stock) (the "IPO Option"). The exercise price of the IPO Option shall be equal to the price to the public of the Public Common Stock sold (or other class sold) in the IPO on the closing date of the IPO (the "IPO Date"). The IPO Option shall be subject to (A) expiration on the tenth anniversary of the IPO Date or, if earlier, 90 days after the Executive's Date of Termination (as defined in Section 3(g) or Section 4(b)) and (B) incremental exercisability of the IPO Option at the rate of thirty-three and one-third percent (33 1/3%) of the shares subject to the IPO Option per year on the first (1st), second (2nd) and third (3rd) anniversaries of the IPO Date so that cumulatively after the end of the third (3rd) anniversary of the IPO Date, one hundred percent (100%) of the IPO Option shall be exercisable. The Executive must be in continuous employment with TODCO and the Company from the IPO Date through the date of exercisability of each installment in order for the IPO Option to become exercisable with respect to additional shares on each such date, except as otherwise provided in this Agreement. The IPO Option shall be subject to (A) an employee stock option plan to be adopted by TODCO ("Stock Incentive Plan"), (B) a stock option award document containing terms consistent with the foregoing and (C) such other terms, consistent with the foregoing, to be established by the administrative committee of such Stock Incentive Plan, including, but not limited to, any restrictions on the Executive's ability to sell, transfer or dispose of shares of Public Common Stock acquired upon exercise of the IPO Option following the IPO Date or the date of any underwritten registration of the offering of the Public Common Stock. Further, without limiting the generality of any other provision hereof, nothing in this Agreement shall limit or restrict TODCO from (A) taking any action in connection with the separation of its shallow-water from its deep-water business on the terms determined by Transocean Inc. (including, without limitation, the dividend or other transfer of deep-water related assets from TODCO), (B) entering into any arrangement (including separation arrangements, corporate governance arrangements, tax sharing arrangements, registration rights agreements, transition services agreements, all of which may be on the terms specified by Transocean Inc.), (C) amending the Charter, Bylaws and other governing documents to provide for, among other things, protections for Transocean Inc. and granting it consent and other rights not available to other shareholders, (D) effecting the sale of securities to Transocean Inc. on terms that Transocean Inc. determines, (E) varying the terms of the IPO from those described herein, or (F) restricting the ability of TODCO to compete with Transocean Inc., it being specifically understood by the parties hereto that any of such actions or other actions taken by TODCO in connection with any IPO (including the decision not to effect the IPO), restructuring, any disposition transactions or otherwise shall not constitute Good Reason, as defined in Section 4(b), or otherwise a breach of this Agreement.

IPO Option. Effective as of the closing date of the first registered underwritten public offering completed after the Effective Date to purchase common stock of TODCO RBF ("Common Stock") (the "IPO"), the Executive shall, if he is then employed hereunder, receive a non-qualified option to purchase . .35 percent (0.35%) of the aggregate number of the then outstanding shares of Common Stock of all classes; provided that notwithstanding such percentage, the number of shares subject to the options shall be no less than 100,000 shares of common stock 150,000 nor more than 250,000 and provided further that the option shall be solely to purchase the same class of shares purchased by the public in the IPO which currently is expected to be Class A Common Stock (the "Public Common Stock") (it being understood that Transocean Inc. and its subsidiaries are currently expected to hold Class B Common Stock which will, among other things, be entitled to voting rights at least five (5) times as great as the voting rights of the Public Common Stock) (the "IPO Option"). The exercise price of the IPO Option shall be equal to the price to the public of the Public Common Stock sold (or other class sold) in the IPO on the closing date of the IPO (the "IPO Date"). The IPO Option shall be subject to (A) expiration on the tenth anniversary of the IPO Date or, if earlier, 90 days after the Executive's Date of Termination (as defined in Section 3(g) or Section 4(b)) and (B) incremental exercisability of the IPO Option at the rate of thirty-three and one-third percent (33 1/3%33?%) of the shares subject to the IPO Option per year on the first (1st), second (2nd) and third (3rd) anniversaries of the IPO Date so that cumulatively after the end of the third (3rd) anniversary of the IPO Date, one hundred percent (100%) of the IPO Option shall be exercisable. The Executive must be in continuous employment with TODCO RBF and the Company from the IPO Date through the date of exercisability of each installment in order for the IPO Option to become exercisable with respect to additional shares on each such date, except as otherwise provided in this Agreement. The IPO Option shall be subject to (A) an employee stock option plan to be adopted by TODCO RBF ("Stock Incentive Plan"), (B) a stock option award document containing terms consistent with the foregoing and (C) such other terms, consistent with the foregoing, to be established by the administrative committee of such Stock Incentive Plan, including, but not limited to, any restrictions on the Executive's ability to sell, transfer or dispose of shares of Public Common Stock acquired upon exercise of the IPO Option following the IPO Date or the date of any underwritten registration of the offering of the Public Common Stock. Further, without limiting the generality of any other provision hereof, nothing in this Agreement shall limit or restrict TODCO RBF from (A) taking any action in connection with the separation of its shallow-water from its deep-water business on the terms determined by Transocean Inc. (including, without limitation, the dividend or other transfer of deep-water related assets from TODCORBF), (B) entering into any arrangement (including separation arrangements, corporate governance arrangements, tax sharing arrangements, registration rights agreements, transition services agreements, all of which may be on the terms specified by Transocean Inc.), (C) amending the Charter, Bylaws and other governing documents to provide for, among other things, protections for Transocean Inc. and granting it consent and other rights not available to other shareholders, (D) effecting the sale of securities to Transocean Inc. on terms that Transocean Inc. determines, (E) varying the terms of the IPO from those described herein, or (F) restricting the ability of TODCO RBF to compete with Transocean Inc., it being specifically understood by the parties hereto that any of such actions or other actions taken by TODCO RBF in connection with any IPO (including the decision not to effect the IPO), restructuring, any disposition transactions or otherwise shall not constitute Good Reason, as defined in Section 4(b), or otherwise a breach of this Agreement.

IPO Option. Effective as of the closing date of the first ----------- registered underwritten public offering completed after the Effective Date to purchase common stock of TODCO RBF ("Common Stock") (the "IPO"), the Executive shall, if he is then employed hereunder, receive a non-qualified option to purchase . no less than 100,000 two percent (2%) of the aggregate number of the then outstanding shares of common stock and Common Stock of all classes; provided further that the option shall be solely to purchase the same class of shares purchased by the public in the IPO which currently is expected to be Class A Common Stock (the "Public Common Stock") (it being understood that Transocean Inc. and its subsidiaries are currently expected to hold Class B Common Stock which will, among other things, be entitled to voting rights at least five (5) times as great as the voting rights of the Public Common Stock) (the "IPO Option"). The exercise price of the IPO Option shall be equal to the price to the public of the Public Common Stock sold (or other class sold) in the IPO on the closing date of the IPO (the "IPO Date"). The IPO Option shall be subject to (A) expiration on the tenth anniversary of the IPO Date or, if earlier, 90 days after the Executive's Date of Termination (as defined in Section 3(g) or Section 4(b)) and (B) incremental exercisability of the IPO Option at the rate of thirty-three and one-third percent (33 1/3%) of the shares subject to the IPO Option per year on the first (1st), second (2nd) and third (3rd) anniversaries of the IPO Date so that cumulatively after the end of the third (3rd) anniversary of the IPO Date, one hundred percent (100%) of the IPO Option shall be exercisable. The Executive must be in continuous employment with TODCO RBF and the Company from the IPO Date through the date of exercisability of each installment in order for the IPO Option to become exercisable with respect to additional shares on each such date, except as otherwise provided in this Agreement. The IPO Option shall be subject to (A) an employee stock option plan to be adopted by TODCO RBF ("Stock Incentive Plan"), (B) a stock option award document containing terms consistent with the foregoing and (C) such other terms, consistent with the foregoing, to be established by the administrative committee of such Stock Incentive Plan, including, but not limited to, any restrictions on the Executive's ability to sell, transfer or dispose of shares of Public Common Stock acquired upon exercise of the IPO Option following the IPO Date or the date of any underwritten registration of the offering of the Public Common Stock. Further, without limiting the generality of any other provision hereof, nothing in this Agreement shall limit or restrict TODCO RBF from (A) taking any action in connection with the separation of its shallow-water from its deep-water business on the terms determined by Transocean Inc. (including, without limitation, the dividend or other transfer of deep-water related assets from TODCORBF), (B) entering into any arrangement (including separation arrangements, corporate governance arrangements, tax sharing arrangements, registration rights agreements, transition services agreements, all of which may be on the terms specified by Transocean Inc.), (C) amending the Charter, Bylaws and other governing documents to provide for, among other things, protections for Transocean Inc. and granting it consent and other rights not available to other shareholders, (D) effecting the sale of securities to Transocean Inc. on terms that Transocean Inc. determines, (E) varying the terms of the IPO from those described herein, or (F) restricting the ability of TODCO to compete with Transocean Inc., it being specifically understood by the parties hereto that any of such actions or other actions taken by TODCO in connection with any IPO (including the decision not to effect the IPO), restructuring, any disposition transactions or otherwise shall not constitute Good Reason, as defined in Section 4(b), or otherwise a breach of this Agreement.,

IPO Option. Effective as of the closing date of the first registered underwritten public offering completed after the Effective Date to purchase common stock of TODCO RBF ("Common Stock") (the "IPO"), the Executive shall, if he is then employed hereunder, receive a non-qualified option to purchase . no less than 100,000 two percent (2%) of the aggregate number of the then outstanding shares of common stock and Common Stock of all classes; provided further that the option shall be solely to purchase the same class of shares purchased by the public in the IPO which currently is expected to be Class A Common Stock (the "Public Common Stock") (it being understood that Transocean Inc. and its subsidiaries are currently expected to hold Class B Common Stock which will, among other things, be entitled to voting rights at least five (5) times as great as the voting rights of the Public Common Stock) (the "IPO Option"). The exercise price of the IPO Option shall be equal to the price to the public of the Public Common Stock sold (or other class sold) in the IPO on the closing date of the IPO (the "IPO Date"). The IPO Option shall be subject to (A) expiration on the tenth anniversary of the IPO Date or, if earlier, 90 days after the Executive's Date of Termination (as defined in Section 3(g) or Section 4(b)) and (B) incremental exercisability of the IPO Option at the rate of thirty-three and one-third percent (33 1/3%) of the shares subject to the IPO Option per year on the first (1st), second (2nd) and third (3rd) anniversaries of the IPO Date so that cumulatively after the end of the third (3rd) anniversary of the IPO Date, one hundred percent (100%) of the IPO Option shall be exercisable. The Executive must be in continuous employment with TODCO RBF and the Company from the IPO Date through the date of exercisability of each installment in order for the IPO Option to become exercisable with respect to additional shares on each such date, except as otherwise provided in this Agreement. The IPO Option shall be subject to (A) an employee stock option plan to be adopted by TODCO RBF ("Stock Incentive Plan"), (B) a stock option award document containing terms consistent with the foregoing and (C) such other terms, consistent with the foregoing, to be established by the administrative committee of such Stock Incentive Plan, including, but not limited to, any restrictions on the Executive's ability to sell, transfer or dispose of shares of Public Common Stock acquired upon exercise of the IPO Option following the IPO Date or the date of any underwritten registration of the offering of the Public Common Stock. Further, without limiting the generality of any other provision hereof, nothing in this Agreement shall limit or restrict TODCO RBF from (A) taking any action in connection with the separation of its shallow-water from its deep-water business on the terms determined by Transocean Inc. (including, without limitation, the dividend or other transfer of deep-water related assets from TODCORBF), (B) entering into any arrangement (including separation arrangements, corporate governance arrangements, tax sharing arrangements, registration rights agreements, transition services agreements, all of which may be on the terms specified by Transocean Inc.), (C) amending the Charter, Bylaws and other governing documents to provide for, among other things, protections for Transocean Inc. and granting it consent and other rights not available to other shareholders, (D) effecting the sale of securities to Transocean Inc. on terms that Transocean Inc. determines, (E) varying the terms of the IPO from those described herein, or (F) restricting the ability of TODCO RBF to compete with Transocean Inc., it being specifically understood by the parties hereto that any of such actions or other actions taken by TODCO RBF in connection with any IPO (including the decision not to effect the IPO), restructuring, any disposition transactions or otherwise shall not constitute Good Reason, as defined in Section 4(b), or otherwise a breach of this Agreement.