March 5, 2013 Performance Share Grant Agreement

Exhibit 10.32

March 5, 2013 Performance Share Grant Agreement

2009 XxXxxxxxx International, Inc. Long-Term Incentive Plan

On February 27, 2013, the Compensation Committee of the Board of Directors (the “Committee”) of XxXxxxxxx International, Inc. (“McDermott” or the “Company”) selected you to receive a grant of performance shares (“Performance Shares”) under the 2009 XxXxxxxxx International, Inc. Long-Term Incentive Plan (the “Plan”) on March 5, 2013 (the “Date of Grant”). The provisions of the Plan are incorporated herein by reference.

Any reference or definition contained in this Performance Share Grant Agreement (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 beneficiaries, estate or personal representatives. The term “Company,” as used in this Agreement with reference to employment or service, shall include subsidiaries of McDermott. 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 any 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, they shall be deemed to include any such person or estate. This Agreement shall be subject to the Company’s Clawback Policy, which is attached hereto as Exhibit A and is incorporated herein by reference.

Performance Shares

Grant of Performance Shares. You have been awarded an initial grant of Performance Shares (the “Initial Performance Shares”) shown on the Notice of Grant dated March 5, 2013, which is incorporated herein by reference. This grant represents a right to receive shares of common stock of the Company, calculated as described below, provided the applicable performance measures and vesting requirements set forth in this Agreement have been satisfied. No shares of common stock are awarded or issued to you on the Date of Grant.

Vesting Requirements. Except as provided below, the Initial Performance Shares do not provide you with any rights or interest therein until they become vested, if at all, on the third anniversary of the Date of Grant (the “Vesting Date”), provided you are then still employed by the Company.

• Reduction in Force. In the event you terminate employment prior to the third anniversary of the Date of Grant due to a “Reduction in Force,” then: 33% of the Initial Performance Shares will continue to vest, provided your termination date is on or after the first anniversary of the Date of Grant; and 66% of the Initial Performance Shares will continue to vest, provided your termination date is on or after the second anniversary of the Date of Grant. The number of Performance Shares that will vest pursuant to the preceding sentence will be determined by multiplying (a) the applicable percentage from the preceding sentence by (b) the total number of Performance Shares that would have vested, if any, based on actual performance had you remained employed with the Company until the third anniversary of the Date of Grant, as determined in accordance with the schedules set forth under “Earned Award” below.

For this purpose, the term “Reduction in Force” means an involuntary termination of employment with the Company due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of facilities or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force.

• Death or Disability. 100% of the Initial Performance Shares shall vest on the third anniversary of the Date of Grant in the event of the prior occurrence of either (1) the termination of your employment with the Company due to death or (2) your disability (as defined in the Plan), in each case subject to achievement of the applicable performance measures for vesting. The number of Performance Shares that will vest pursuant to the preceding sentence will be the total number of Performance Shares that would have vested, if any, based on actual performance had you remained employed with the Company until the third anniversary of the Date of Grant, as determined in accordance with the schedules set forth under “Earned Award” below.

• Change in Control. If a Change in Control (as defined in the Plan) of the Company occurs, the number of Performance Shares that shall immediately vest on the date such Change in Control occurs shall be the greater of (i) 100% of the Initial Performance Shares or (ii) the vested percentage of Initial Performance Shares determined in accordance with the schedules set forth under “Earned Award” below determined as of the date the Change in Control occurs, with a Vesting Date as of the date such Change in Control occurs. Shares shall be distributed as soon as administratively practicable after the date of the Change in Control, but in any event no later than 30 days following the date of the Change in Control.

Forfeiture of Performance Shares. Except as provided above, Performance Shares which are not vested as of the date of your termination of employment with the Company shall, coincident therewith, terminate and be of no further force or effect.

In the event that, while you are employed by the Company or are performing services for or on behalf of the Company under any consulting agreement, (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of the Company, as determined in the sole judgment of the Committee, then all Performance Shares and all rights or benefits awarded to you under this Agreement shall be forfeited, terminated and withdrawn immediately upon (1) notice to the Committee of such conviction pursuant to (a) above or (2) final determination pursuant to (b) above by the Committee. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters.

Earned Award. Except as otherwise provided above, the number of Performance Shares of your Initial Performance Shares in which you will vest, if any (the “Earned Award”), shall be determined as follows:

• Return on Invested Capital (“ROIC”). The Company’s ROIC (as determined based on the equation set forth in Schedule A) shall be calculated on a yearly basis over the period beginning on January 1, 2013 and ending on December 31, 2015 (the “Measurement Period”). The average of the Company’s yearly ROIC over the Measurement Period shall be used to determine the ROIC Award Percentage, as set forth in the schedule below:

Performance		Average ROIC				ROIC  Award Percentage
Superior			³16%				150%
Target			13%				100%
Threshold			10%				50%
< Threshold			<10%				0%

ROIC Award Percentages between the amounts shown will be calculated by linear interpolation.

• Total Shareholder Return Modifier (“TSR Modifier”). The ROIC Award Percentage shall then be adjusted based on the Company’s Total Shareholder Return (“TSR”) (as determined based on the equation set forth in Schedule A) over the Measurement Period. This adjustment will be accomplished by multiplying the ROIC Award Percentage by the TSR Modifier as set forth in the schedule below, and that amount, when multiplied by the number of your Initial Performance Shares and rounded up or down to the nearest whole number, will result in the Earned Award:

Total Shareholder Return Performance		TSR Modifier
> 15% above Peer Group Average			1.33
Within ±15% of Peer Group Average			1.00
< 15% below Peer Group Average			0.67

Payment of Earned Award. Except as otherwise provided above in the section entitled “Vesting Requirements — Change in Control,” you (or your estate or beneficiaries, if applicable) will receive one share of common stock of the Company for each Performance Share that vests. Shares shall be distributed as soon as administratively practicable after the Vesting Date, but in any event no later than 30 days after the applicable Vesting Date or the date a Change in Control occurs.

Taxes

You will realize income in connection with this grant of Performance Shares in accordance with the tax laws of the jurisdictions applicable to you.

By acceptance of this Agreement, you agree that any amount which the Company is required to withhold on your behalf, including state income tax and FICA withholding, in connection with income realized by you under this Agreement will be satisfied by withholding whole shares having an aggregate fair market value as equal in value but not exceeding the amount of such required tax withholding, unless the Committee determines to satisfy the statutory minimum withholding obligation by another method permitted by the Plan.

Regardless of the withholding method referred to above, you are liable to the Company for the amount of income tax which the Company is required to withhold in connection with the income realized by you in connection with this Agreement and you hereby authorize the Company to withhold such amount, in whole or in part, from subsequent salary payments, without further notice to you if the withholding method referred to above is not utilized or does not completely cover such required tax withholding.

Transferability

Performance Shares granted hereunder are non-transferable other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order.

Securities and Exchange Commission Requirements

If you are a Section 16 insider, this type of transaction must be reported on a Form 4. Please be aware that if you intend to reject the grant, you should do so immediately after the Date of Grant to avoid potential Section 16 liability. Please advise Xxxxxx Xxxx and Xxx Xxxxxxx immediately by e-mail, fax or telephone if you intend to reject this grant. Absent such notice of rejection, the Company will prepare and file the required Form 4 on your behalf.

If you are currently subject to these requirements, you will have already been advised of your status. If you become a Section 16 insider at some future date, reporting will be required in the same manner noted above.

Other Information

Neither the action of the Company in establishing the Plan, nor any provision of the Plan, nor any action taken by the Company, your employer, the Committee or the Board of Directors under the Plan, nor any provision of this Agreement shall be construed as giving to you the right to be retained in the employ of the Company or any of its subsidiaries or affiliates.

This award is intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and ambiguous provisions, if any, shall be construed in a manner that is compliant with or exempt from the application of Section 409A, as appropriate.

Schedule A

Return on Invested Capital:

The Company’s ROIC, for each applicable year in the Measurement Period, shall be determined by the following equation, inclusive of continuing operations only:

Net Income before Non-controlling Interest Expense

Invested Capital

Where:

• Net Income before Non-controlling Interest Expense (as determined from the audited consolidated financial statements of the Company and its subsidiaries for such year)

• Invested Capital = ((Total Assets – Assets Held For Sale) – Current Liabilities), with such amount being determined as the average of five points in time (beginning of the year and end of each of the four quarters of the year) from the audited or reviewed (in the case of quarterly amounts) consolidated balance sheet of the Company and its subsidiaries as of each applicable date; and

• Invested Capital is adjusted such that:

• Average Board of Directors approved investments (less amounts capitalized) (“BAUDA”) are not included;

• Available cash at the end of such year above minimum available cash reserved for BAUDA is not included.

Total Shareholder Return:

The Company’s TSR means the rate of return (expressed as a percentage) achieved with respect to the common stock of the Company and the common stock of each company in the Peer Group (as set forth in Exhibit B) for the Measurement Period if:

• $100 were invested in the common stock of each such company at the beginning of the Measurement Period based on the average closing price of such common stock for the last twenty (20) consecutive trading days occurring on or before December 31, 2012;

• All dividends declared with respect to a particular common stock during the Measurement Period are reinvested in such common stock as of the payment date for such dividends (using the closing price of such common stock on such payment date); and

• The valuation of such common stock at the end of the Measurement Period is based on the average closing price for the last twenty (20) consecutive trading days occurring on or before the last day of the Measurement Period.

Exhibit A

POLICY & PROCEDURE NO. 1405-003 — EFFECTIVE DATE: 03/01/11

SUBJECT:		Clawback Policy
AFFECTS:		XxXxxxxxx International, Inc. and its subsidiaries and affiliated companies (hereinafter referred to as “the Company”)
PURPOSE:		To comply with the provisions of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Xxxx-Xxxxx Act”) or any other “clawback” provision required by law or the New York Stock Exchange.
GENERAL:		On July 21, 2010, the Xxxx-Xxxxx Act was signed into law, which requires the Securities and Exchange Commission to issue final rules which require issuers to develop and implement a policy providing for the “clawback” of certain compensation. This policy expresses the Company’s intent to comply with the Xxxx-Xxxxx Act or any other “clawback” provision required by applicable law or regulation.
POLICY:		The Company shall seek to recover any incentive-based award granted to any executive officer of the Company as required by the provisions of the Xxxx-Xxxxx Act or any other “clawback” provision required by law or the listing standards of the New York Stock Exchange. The Company may amend this policy at any time as necessary.

Interpretation Contacts for the above policy are the Senior Vice President, Chief Administration Officer and the Senior Vice President, General Counsel and Corporate Secretary.

Exhibit B

Peer Group:

• Xxxxx Xxxxxx Incorporated

• Cal Dive International, Inc.

• Cameron International Corporation

• Chicago Bridge & Iron Company N.V.

• Dresser-Rand Group, Inc.

• Xxxxxx Xxxxxxx AG

• FMC Technologies, Inc.

• Halliburton Company

• Helix Energy Solutions Group, Inc.

• Xxxxxx Engineering Group, Inc.

• KBR, Inc.

• National Oilwell Varco, Inc.

• Noble Corporation

• Oceaneering International, Inc.

• Oil States International, Inc.

• The Xxxx Group Inc.

• Tidewater Inc.

Provided that each company included in the Peer Group has had its primary common equity security continuously listed or traded on a national securities exchange throughout the Measurement Period.