0001193125-16-491639 Sample Contracts

McDERMOTT INTERNATIONAL, INC. Restricted Stock Unit Grant Agreement (February 26, 2016)
Restricted Stock Unit Grant Agreement • March 3rd, 2016 • McDermott International Inc • Fabricated plate work (boiler shops)

The Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (“McDermott” or the “Company”) has selected you to receive a grant of Restricted Stock Units (“RSUs”) under the 2014 McDermott International, Inc. Long-Term Incentive Plan (the “Plan”) on February 26, 2016 (the “Date of Grant”). The provisions of the Plan are incorporated herein by reference.

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AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 3rd, 2016 • McDermott International Inc • Fabricated plate work (boiler shops)

This Amendment to the Change In Control Agreement (this “Amendment”) is entered into as of [●] by and between McDermott International, Inc. (the “Company”), [●] (the “Employer”) and the undersigned (the “Executive”) and amends the Change In Control Agreement dated as of [●] (the “CIC Agreement”) between the Company, the Employer and the Executive. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the CIC Agreement after giving effect to this Amendment.

McDERMOTT INTERNATIONAL, INC. Performance Unit Grant Agreement (February 26, 2016)
Performance Unit Grant Agreement • March 3rd, 2016 • McDermott International Inc • Fabricated plate work (boiler shops)

The Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (“McDermott” or the “Company”) has selected you to receive a grant of performance units (“Performance Units”) under the 2014 McDermott International, Inc. Long-Term Incentive Plan (the “Plan”) on February 26, 2016 (the “Date of Grant”). The provisions of the Plan are incorporated herein by reference.

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