STEEL PARTNERS II, L.P.
Exhibit
99.3
STEEL
PARTNERS II, L.P.
000
Xxxxxxx Xxxxxx, 32nd
Floor
New
York, New York 10022
January
__, 2008
_____________________
_____________________
_____________________
Re: Rowan
Companies, Inc.
Dear
________:
Thank
you
for agreeing to serve as a nominee for election to the Board of Directors
of
Rowan Companies, Inc. (“Rowan”) in connection with the proxy solicitation that
Steel Partners II, L.P. (“Steel”) and its affiliates are considering undertaking
to nominate and elect directors at Xxxxx’x 2008 annual meeting of stockholders,
or any other meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the “Steel
Solicitation”). Your outstanding qualifications, we believe, will
prove a valuable asset to Xxxxx and all of its stockholders. This
letter will set forth the terms of our agreement.
Xxxxx
agrees to indemnify and hold you harmless against any and all claims of any
nature, whenever brought, arising from the Steel Solicitation and any related
transactions, irrespective of the outcome; provided, however, that you
will not be entitled to indemnification for claims arising from your own
criminal actions, fraud, bad faith or willful misconduct; provided
further, that this indemnification agreement and all of Steel’s obligations
hereunder shall terminate upon your becoming a director of
Xxxxx. This indemnification will include any and all (each, a “Loss”)
losses, liabilities, damages, demands, claims, suits, actions, judgments,
or
causes of action, assessments, costs and expenses, including, without
limitation, interest, penalties, reasonable attorneys’ fees, and any and all
reasonable costs and expenses incurred in investigating, preparing or defending
against any litigation, commenced or threatened, any civil, criminal,
administrative or arbitration action, or any claim whatsoever, and any and
all
amounts paid in settlement of any claim or litigation asserted against,
resulting, imposed upon, or incurred or suffered by you, directly or indirectly,
as a result of or arising from the Steel Solicitation and any related
transactions.
In
the
event of a claim against you pursuant to the prior paragraph or the occurrence
of a Loss, you shall give Steel written notice of such claim or
Loss. Upon receipt of such written notice, Steel will provide you
with counsel to represent you. Such counsel shall be reasonably
acceptable to you. In addition, you will be reimbursed promptly for
all Losses suffered by you and as incurred as provided herein. Steel
may not enter into any settlement of loss or claim without your consent unless
such settlement includes a release of you from any and all liability in respect
of such claim.
Page
-2-
If
you
agree to the foregoing terms, please sign below to indicate your
acceptance.
| Very truly yours, | |||
|
STEEL
PARTNERS II, L.P.
|
|||
| By: | Steel Partners II GP LLC | ||
| General Partner | |||
|
|
By:
|
/s/ Xxxxxx X. Xxxxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxxxx | |||
| Title: Managing Member | |||
ACCEPTED
AND AGREED:
___________________________
