NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • November 12th, 2013 • Icahn Carl C
This Nomination and Standstill Agreement (this “Agreement”) dated as of November 10, 2013, is by and among the persons and entities listed on Exhibit A hereto (collectively, the “Shareholders”, and individually each a “Shareholder”), Samuel Merksamer, Vincent Intrieri (each, an “Icahn Designee” and collectively, the “Icahn Designees”; in addition, the terms “Icahn Designee” and “Icahn Designees” shall include and be deemed to refer to, any “Replacement” who is an “Acceptable Person” (each as defined in Section 1.3(b) below)) and Transocean Ltd. (the “Company”).
November 10, 2013Nomination and Standstill Agreement • November 12th, 2013 • Icahn Carl C
TRANSOCEAN LTD.Nomination and Standstill Agreement • November 12th, 2013 • Icahn Carl C
You have requested information concerning Transocean Ltd. and/or its subsidiaries, affiliates or divisions (collectively, the “Company”), and you have requested that the Icahn Designees (as defined in the Nomination and Standstill Agreement, dated as of November 10, 2013, among the parties thereto (the “Standstill Agreement”)), who are currently Samuel Merksamer, a director of the Company, and Vincent Intrieri, a nominee for a director of the Company at the Company's 2014 annual general meeting of shareholders, each an employee of an affiliate of the Icahn Group, be permitted to discuss with you certain information concerning the Company. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, any Icahn Designee may, and/or the Company may, if and to the extent they desire to do so (in their sole and absolute discretion, subject to the limitations set forth herein) disclose information that any Icahn Designee obtains while a memb
