Long-Term Incentive Plan - Transocean Sedco Forex Inc.
LONG-TERM INCENTIVE PLAN
OF
TRANSOCEAN SEDCO FOREX INC.
(As Amended and Restated Effective January 1, 2000)
Second Amendment
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Transocean Sedco Forex Inc., a Cayman Islands exempted company (the
"Company"), having reserved the right under Section 6.3(a) of the Long-Term
Incentive Plan of Transocean Sedco Forex Inc., as amended and restated effective
January 1, 2000, and as thereafter amended (the "Plan"), to amend the Plan, does
hereby amend Article IV of the Plan, effective as of May 11, 2001, as follows:
1. Section 4.1 of the Plan is hereby amended in its entirety to read
as follows:
"4.1 GRANT OF OPTIONS OR FREESTANDING SARS
Each person who becomes an Eligible Director (other than a person who
first becomes an Eligible Director on the date of an annual meeting of the
Company's shareholders) shall be granted, effective as of the date such
person becomes an Eligible Director, (i) an Option to purchase 4,000
Ordinary Shares (the "Initial Option"), if such person is not then residing
in Norway, or (ii) a freestanding SAR with respect to 4,000 Ordinary Shares
(the "Initial SAR"), if such person is then residing in Norway. Each person
who is or becomes an Eligible Director on the date of an annual meeting of
the Company's shareholders and whose service on the Board of Directors will
continue after such meeting shall be granted, effective as of the date of
such meeting, (i) an Option to purchase 6,000 Ordinary Shares (the "Annual
Option"), if such person is not then residing in Norway, or (ii) a
freestanding SAR with respect to 6,000 Ordinary Shares (the "Annual SAR"),
if such person is then residing in Norway."
2. The first sentence in Section 4.2(c) of the Plan is hereby amended
in its entirety to read as follows:
"Subject to Section 4.2(g) and the remainder of this paragraph, the Annual
Option shall become exercisable in installments as follows: (1) a total of
2,000 Ordinary Shares may be purchased through exercise of the Annual
Option on or after the
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first anniversary of the date of grant; (2) a total of 4,000 Ordinary
Shares may be purchased through exercise of the Annual Option on or after
the second anniversary of the date of grant; and (3) a total of 6,000
Ordinary Shares may be purchased through exercise of the Annual Option on
or after the third anniversary of the date of grant."
3. Section 4.2(c) of the Plan is hereby amended by adding the
following new sentence before the first sentence in Section 4.2(c):
"Subject to Section 4.2(g) and the remainder of this paragraph, the Initial
Option shall become exercisable in installments as follows: (1) a total of
1,333 Ordinary Shares may be purchased through exercise of the Initial
Option on or after the first anniversary of the date of grant; (2) a total
of 2,666 Ordinary Shares may be purchased through exercise of the Initial
Option on or after the second anniversary of the date of grant; and (3) a
total of 4,000 Ordinary Shares may be purchased through exercise of the
Initial Option on or after the third anniversary of the date of grant."
4. The first sentence in Section 4.3(c) of the Plan is hereby amended in
its entirety to read as follows:
"Subject to Section 4.3(f) and the remainder of this paragraph, the Annual
SAR shall become exercisable in installments as follows: (1) the Annual SAR
shall be exercisable with respect to a total of 2,000 Ordinary Shares on or
after the first anniversary of the date of grant; (2) the Annual SAR shall
be exercisable with respect to a total of 4,000 Ordinary Shares on or after
the second anniversary of the date of grant; and (3) the Annual SAR shall
be exercisable with respect to a total of 6,000 Ordinary Shares on or after
the third anniversary of the date of grant."
5. Section 4.3(c) of the Plan is hereby amended by adding the following new
sentence before the first sentence in Section 4.3(c):
"Subject to Section 4.3(f) and the remainder of this paragraph, the Initial
SAR shall become exercisable in installments as follows: (1) the Initial
SAR shall be exercisable with respect to a total of 1,333 Ordinary Shares
on or after the first anniversary of the date of grant; (2) the Initial SAR
shall be exercisable with respect to a total of 2,666 Ordinary Shares on or
after the second anniversary of the date of grant; and (3) the Initial SAR
shall be exercisable with respect to a total of 4,000 Ordinary Shares on or
after the third anniversary of the date of grant."
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IN WITNESS WHEREOF, this Second Amendment has been executed effective
as of May 11, 2001.
TRANSOCEAN SEDCO FOREX INC.
By: /s/ Eric B. Brown
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Eric B. Brown
Corporate Secretary
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