ROWAN COMPANIES, INC. 2009 INCENTIVE PLAN NON-EMPLOYEE DIRECTOR 2009 RESTRICTED STOCK UNIT AGREEMENT
Exhibit
10.4
ROWAN
COMPANIES, INC. 2009 INCENTIVE PLAN
THIS RESTRICTED STOCK UNIT
AGREEMENT (this “Agreement”) is made as of the 5th day of May, 2009
(“Grant Date”), between Rowan Companies, Inc., a Delaware corporation (the
“Company”) and ____________ (the
“Participant”).
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1.
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Grant
of Restricted Stock Units. To carry out the purposes of
the Rowan Companies, Inc. 2009 Incentive Plan (the “Plan”), and subject to
the conditions described in this Agreement and the Plan, the Company
hereby grants to the Participant _____ Restricted Stock Units (“RSUs”)
with respect to the Participant’s annual service period commencing
May 5, 2009 (the “2009 Grant”). All capitalized terms in
this Agreement have the meanings set forth in the Plan; the Plan is
incorporated herein by reference as part of this
Agreement.
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2.
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Vesting. The
2009 Xxxxx shall be fully vested and nonforfeitable as of the date of the
next following annual meeting of stockholders; provided, however, that if
the Participant resigns or is removed from the Board prior to such date,
such 2009 Xxxxx shall be forfeited.
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3.
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Establishment
of Accounts. The Company shall maintain an appropriate
bookkeeping record (the “RSU Account”) that from time to time will reflect
the Participant’s name, the number of vested and unvested RSUs credited to
the Participant and the Fair Market Value of the RSUs credited to the
Participant. Fair Market Value of a RSU shall be deemed to be
equal to the Fair Market Value of one share of Common
Stock. The 2009 Xxxxx shall be credited to the Participant’s
RSU Account effective as of May 5,
2009.
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4.
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Dividends. As
of each date on or after May 5, 2009 that cash dividends are paid
with respect to Common Stock, to the extent that the Participant has any
outstanding RSUs credited to his or her RSU Account, the Participant shall
have an additional amount credited to his or her RSU Account equal to the
number of RSUs (rounded up to the nearest whole number) having a Fair
Market Value equal to the dollar amount of dividends paid per share of
Common Stock multiplied by the number of RSUs credited to the
Participant’s RSU Account as of the payment date of such
dividend.
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5.
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Reorganization
of the Company. The existence of this Agreement shall
not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company’s
capital structure or its business; any merger or consolidation of the
Company; any issuance of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights thereof; the
dissolution or liquidation of the Company; any sale or transfer of all or
any part of its assets or business; or any other corporate act or
proceeding whether of a similar character or
otherwise.
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6.
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Recapitalization
Events. In the
event of stock dividends, spin-offs of assets or other extraordinary
dividends, stock splits, combinations of shares, recapitalizations,
mergers, consolidations, reorganizations, liquidations, issuances of
rights or warrants and similar transactions or events involving the
Company (“Recapitalization Events”), then for all purposes references
herein to Common Stock or to RSUs shall mean and include all securities or
other property (other than cash) that holders of Common Stock are entitled
to receive in respect of Common Stock by reason of each successive
Recapitalization Event, which securities or other property (other than
cash) shall be treated in the same manner and shall be subject to the same
restrictions as the underlying
RSUs.
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7.
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Amount
of Payment. As of the final termination date of the
Participant’s service on the Board, the aggregate Fair Market Value of all
vested RSUs then credited to the Participant’s RSU Account shall be
calculated by multiplying the Fair Market Value of a share of Common Stock
on such date times the number of RSUs then credited to the Participant’s
RSU Account.
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8.
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Time
and Form of Payment. Payment to the Participant of
amounts due hereunder shall be made in Common Stock, or at the discretion
of the Committee in cash in a lump sum, on the 30th day following the
final termination date of the Participant’s services on the
Board.
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9.
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Death
Prior to Payment. In the event that the Participant dies
prior to payment, all RSUs shall become fully vested and immediately
payable to the Participant’s designated beneficiary, or if none, to his or
her estate.
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10.
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Assignability. No
right to receive payment hereunder shall be transferable or assignable by
the Participant except by will or the laws of descent and distribution or
pursuant to a domestic relations
order.
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11.
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Amendment
and Termination. Except as otherwise provided in the
Plan or this Agreement, no amendment or termination of this Agreement
shall be made by the Company without the written consent of the
Participant.
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12.
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Severability. In
the event that any provision of this Agreement shall be held illegal,
invalid, or unenforceable for any reason, such provision shall be fully
severable, but shall not affect the remaining provisions of this
Agreement, and this Agreement shall be construed and enforced as if the
illegal, invalid, or unenforceable provision had never been included
herein.
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13.
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Certain
Restrictions. By executing this Agreement, the
Participant acknowledges that he or she will enter into such written
representations, warranties and agreements and execute such documents as
the Company may reasonably request in order to comply with the terms of
this Agreement or the Plan, or securities laws or any other applicable
laws, rules or regulations.
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14.
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Recoupment. Notwithstanding
any provision of this Agreement to the contrary, the Committee may, in its
sole discretion:
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(a)
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recoup
from Participants all or a portion of the Common Stock issued or cash paid
under this Agreement if the Company’s reported financial or operating
results are materially and negatively restated within five years of the
grant or payment of such amounts;
and
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(b)
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recoup
from Participants who, in the Committee’s judgment, engaged in conduct
which was fraudulent, negligent or not in good faith, and which disrupted,
damaged, impaired or interfered with the business, reputation or Employees
of the Company or its Affiliates or which caused a subsequent adjustment
or restatement of the Company’s reported financial statements, all or a
portion of the Common Stock issued or cash paid under this Agreement
within five years of such conduct.
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15.
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Code
Section 409A; No Guarantee of Tax
Consequences. This award of RSUs is intended to
comply with Code Section 409A. The Company makes no commitment
or guarantee to the Participant that any federal or state tax treatment
will apply or be available to any person eligible for benefits under this
Agreement.
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16.
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Binding
Effect. This Agreement shall be binding upon and inure
to the benefit of any successors to the Company and all persons lawfully
claiming under the Participant.
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17.
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IN WITNESS WHEREOF, the
Company has caused this Agreement to be duly executed by its officer thereunto
duly authorized, and the Participant has executed this Agreement, all as of the
day and year first above written.
ROWAN
COMPANIES, INC.
By: Date: ,
20__
PARTICIPANT:
Date: ,
20__
Address:
