Contract
Exhibit
10.2
2005
ROWAN COMPANIES, INC. LONG-TERM INCENTIVE PLAN
THIS
RESTRICTED STOCK GRANT AGREEMENT
(this
“Agreement”) is made as of the 28th
day of
April,
2006
(the
“Grant Date”), between Rowan Companies, Inc., a Delaware corporation (the
“Company”), and _______________
(“Participant”).
1. Grant
of Restricted Shares. To
carry out the purposes of the 2005 Rowan Companies, Inc. Long-Term Incentive
Plan (the “Plan”), and subject to the conditions described in this agreement
(the “Agreement”) and the Plan, Rowan Companies, Inc., a Delaware corporation
(the “Company”), hereby grants to Participant all rights, title and interest in
the record and beneficial ownership of ______
shares
(the “Restricted Shares”) of common stock, $0.125 par value per share, of the
Company (“Stock”). The grant of such Restricted Shares shall be effective as of
the Grant Date. All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Plan, the terms of which are incorporated herein
by reference. The Plan and this Agreement shall be administered by the
Compensation Committee of the Board of Directors of the Company (the
“Committee”).
2. Issuance
and Transferability. The
Restricted Shares may be evidenced in such a manner as the Committee shall
deem
appropriate. Any certificates representing the Restricted Shares granted
hereunder shall be issued in the name of the Participant pursuant to the terms
of the Plan as of the Grant Date and shall be marked with the following
legend:
“The
shares represented by this certificate have been issued pursuant to the terms
of
the 2005 Rowan Companies, Inc. Long-Term Incentive Plan and may not be sold,
pledged, transferred, assigned or otherwise encumbered in any manner except
as
is set forth in the terms of the Restricted Stock Grant Agreement dated
___________.”
Until
restrictions lapse, the Restricted Share certificates shall
be
left on deposit with the Company along with a stock power (substantially in
the
form attached thereto as Exhibit A) endorsed in blank and shall
not
be transferable except by will or the laws of descent and distribution or
pursuant to a domestic relations order. No right or benefit hereunder shall
in
any manner be liable for or subject to any debts, contracts, liabilities, or
torts of Participant. Any purported assignment, alienation, pledge, attachment,
sale, transfer or other encumbrance of the Restricted Shares, prior to the
lapse
of restrictions that does not satisfy the requirements hereunder shall be void
and unenforceable against the Company. Notwithstanding the foregoing, in the
case of Participant’s Disability or death, Participant’s rights under this
Agreement may be exercised by Participant’s guardian or legal
representative.
3. Vesting/Forfeiture. Participant
shall vest in his rights under the Restricted Shares and any accumulated
dividends described in Paragraph 5 hereof, and the Company’s right to reclaim
such shares or dividends shall lapse with respect to one-third of the Restricted
Shares, on each of the first, second and third anniversaries of the Grant Date
(the “Vesting Dates”), provided that Participant remains continuously employed
by the Company from the Grant Date to such Vesting Date. Notwithstanding the
foregoing, however, all Restricted Shares not then vested shall vest immediately
if Participant’s employment with the Company terminates due to Participant’s
Disability or death. In the event of a Change of Control or Participant’s
Retirement prior to vesting, the Committee may, in its sole discretion,
accelerate vesting. If Participant’s employment with the Company terminates
other than by reason of Retirement (as defined in Paragraph 4 below), Disability
or death, the Restricted Shares (to the extent not then vested) shall be
forfeited as of the date Participant’s employment so terminates. As soon as
administratively feasible following the vesting of the Restricted Shares,
a
Stock
certificate evidencing the vested Restricted Shares, less the amount of Stock
withheld pursuant to paragraph 7 hereof, shall be delivered without charge
to
the Participant, or his designated representative, free of all restrictions.
4. Retirement.
For
purposes of this Agreement, Retirement by an Employee shall have occurred
if:
(a) in
the
case of an Employee who is an employee of Rowan Companies, Inc. or an employee
of an Employing Company, as defined in the Rowan Pension Plan (the “Rowan
Plan”), the Employee: (1) has satisfied the requirements for normal retirement
pursuant to the rules of the Rowan Plan which, in terms of age, is a minimum
of
60, and (2) has requested and received authorization from the administrative
committee appointed by the Company’s Board of Directors to administer the Rowan
Plan to commence receiving pension benefits; or
(b) in
the
case of an Employee who is an employee of XxXxxxxxxx, Inc. or an employee of
an
Employing Company, as defined in the XxXxxxxxxx Pension Plan (the “XxXxxxxxxx
Plan”), the Employee: (1) has satisfied the requirements for either normal or
late retirement pursuant to the rules of the XxXxxxxxxx Plan, (2) has requested
and received authorization from the administrative committee appointed by the
Board of Directors of XxXxxxxxxx, Inc. to administer the XxXxxxxxxx Plan to
commence receiving pension benefits, and (3) would have satisfied the
requirements for normal retirement pursuant to the rules of the Rowan Plan
if he
or she was an employee of Rowan Companies, Inc. or an employee of an Employing
Company under the Rowan Plan.
Determination
of the date of termination of employment by reason of Retirement shall be based
on such evidence as the Committee may require and a determination by the
Committee of such date of termination shall be final and controlling on all
interested parties.
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5. Ownership
Rights/Dividends. Participant
shall be entitled to all voting rights applicable to the Restricted Shares.
Any
cash dividends that may be paid on the Restricted Shares after the Grant Date
shall be accumulated and held in an account or in escrow and held by
the
Company until such time as Participant
shall vest in the Restricted Shares as described in paragraph 3 above.
Participant
shall receive
a cash
payment equal to the portion of the dividends paid (reduced by the amount of
any
taxes required to be withheld with respect to such payment) with respect to
the
Restricted Shares as they become vested. All accumulated dividends attributable
to unvested Restricted Shares shall be forfeited, if and to the extent that
the
underlying Restricted Shares are forfeited.
6. Employment
Relationship.
For
purposes of this Agreement, Participant shall be considered to be in the
employment of the Company as long as Participant remains an Employee of either
the Company, a parent or subsidiary corporation (as defined in section 424
of
the Code) of the Company, or a corporation or a parent or subsidiary of such
corporation assuming this Agreement. Any question as to whether and when there
has been a termination of such employment, and the cause of such termination,
shall be determined by the Committee in its sole discretion, and its
determination shall be final.
7. Withholding
of Taxes.
The
Company shall have the right to take any action as may be necessary or
appropriate to satisfy any federal, state or local tax withholding obligations,
including, but not limited to, the right to withhold cash or shares of Stock
sufficient to pay the amount required to be withheld and to cause such Stock
to
be sold and the proceeds remitted to the Company. In the event that the proceeds
of such sale shall exceed the legally required withholding amount, the Company
shall remit the difference in cash to Participant. In the event that the
proceeds of such sale are less than the legally required withholding amount,
the
Company may withhold the difference from any cash or Stock then or thereafter
payable to Participant. Participant agrees that, if he makes an election under
Section 83(b) of the Code with regard to the Restricted Shares, he will so
notify the Company in writing within two (2) days after making such election,
so
as to enable the Company to timely comply with any applicable governmental
reporting requirements.
8. 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 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.
9. 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 Stock or to Restricted
Shares shall mean and include all securities or other property (other than
cash)
that holders of Stock of the Company are entitled to receive in respect of
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 Restricted
Shares.
10. Status
of Stock.
If
required, the Company will register for issuance under the Securities Act of
1933, as amended (the “Act”), the shares of Stock acquired pursuant to this
Agreement and to keep such registration effective. In the absence of such
effective registration or an available exemption from registration under the
Act, issuance of shares of Stock acquired pursuant to this Agreement will be
delayed until registration of such shares is effective or an exemption from
registration under the Act is available. The Company intends to use its
reasonable efforts to ensure that no such delay will occur. In the event
exemption from registration under the Act is available,
Participant (or the person permitted
to
receive Participant’s shares in the event
of
Participant’s incapacity or death), if requested by the Company to do so, will
execute and deliver
to the Company in writing an agreement containing such provisions as the Company
may require assuring
compliance with applicable securities laws. The Company shall incur no liability
to Participant for failure to register the Stock or maintain the
registration.
Participant
agrees that the shares of Stock,
which
Participant may acquire pursuant to this Agreement,
will
not be sold or otherwise disposed of in any manner that would constitute a
violation of
any
applicable securities laws, whether federal or state. Participant also agrees
(i) that the certificates representing such shares of Stock may bear such legend
or legends as the Committee
deems appropriate in order to assure compliance with applicable securities
laws,
(ii) that the
Company
may refuse to register the transfer of the shares of Stock acquired pursuant
to
this Agreement on the stock transfer records of the Company if such proposed
transfer would in the opinion of counsel satisfactory to the Company constitute
a violation of any applicable securities law and (iii) that the Company
may give related instructions to its transfer agent, if any, to stop
registration of the transfer of
such
shares.
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11. 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 and shall
not affect the remaining provisions of this Agreement, and the Agreement shall
be construed and enforced as if the illegal, invalid, or unenforceable provision
had never been included herein.
12. Certain
Restrictions. By
executing this Agreement, Participant acknowledges that he 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.
13. 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.
14. No
Guarantee of Tax Consequences. The
Company makes no commitment or guarantee to Participant that any federal or
state tax treatment will apply or be available to any person eligible for
benefits under this Agreement.
15. 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 Participant.
16. Governing
Law and Venue.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Texas. The courts in Xxxxxx County, Texas shall be the exclusive
venue for any dispute regarding the Plan or this Agreement.
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IN
WITNESS WHEREOF,
the
Company has caused this Agreement to be duly executed by its
officer thereunto duly authorized, and Participant has executed this Agreement,
all as of the day and
year
first above written.
ROWAN
COMPANIES, INC.
By:_____________________________________________ Date:___________________________
Xxxxxx
X.
Xxxxxx,
Vice
Chairman and Chief Administrative Officer
PARTICIPANT:
________________________________________________ Date:___________________________
Address:
__________________________________________
__________________________________________
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Exhibit
A
STOCK
POWER
FOR
VALUE
RECEIVED, ___________
(“Transferor”)
hereby
sells, assigns and transfers unto Rowan Companies, Inc., ____________ shares
of
the common stock, $.125 par value (“Common
Stock”),
of
Rowan Companies, Inc., a Delaware corporation (the “Company”),
which
shares of Common Stock are represented by certificate no(s).____________, and
hereby irrevocably appoints X. X. Xxxxx as attorney-in-fact to transfer such
shares of Common Stock on the books of the Company, with full power of
substitution on the premises.
Dated:
TRANSFEROR:
Printed
Name:
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