UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): May 12, 2005
TRANSOCEAN
INC.
(Exact
name of registrant as specified in its charter)
|
Cayman
Islands |
333-75899 |
66-0582307 |
|
(State
or other jurisdiction of
incorporation
or organization) |
(Commission
File
Number) |
(I.R.S.
Employer
Identification
No.) |
4
Greenway Plaza
Houston,
Texas 77046
(Address
of principal executive offices and zip code)
Registrant's
telephone number, including area code: (713)
232-7500
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
1
ITEM
1.01. ENTRY INTO A DEFINITIVE AGREEMENT.
On
May 12, 2005, the shareholders of Transocean Inc. (the “Company”) approved the
amendment of the Company’s Amended and Restated Employee Stock Purchase Plan
(the “Plan”) to increase the number of ordinary shares reserved for issuance
under the Plan from 2,500,000 to 3,500,000.
Attached
hereto as Exhibit 10.1 and incorporated herein by reference is a copy of the
Plan, as amended and restated.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is furnished pursuant to Item 1.01:
|
Exhibit
Number |
Description | |
|
10.1 |
Amended
and Restated Employee Stock Purchase Plan |
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| TRANSOCEAN INC. | ||
| |
|
|
| Date: May 16, 2005 | By: | /s/ William E. Turcotte |
|
William E. Turcotte | ||
| Associate General Counsel | ||
3
INDEX
TO EXHIBITS
|
Exhibit
Number |
Description | |
|
10.1
|
Amended
and Restated Employee Stock Purchase Plan
|
4
Exhibit
10.1
TRANSOCEAN
INC.
AMENDED
AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(As
Amended and Restated Effective May 12, 2005)
|
1. |
Purpose |
The
Transocean Inc. Employee Stock Purchase Plan (the “Plan”) is designed to
encourage and assist all eligible
employees of Transocean Inc., a Cayman Islands exempted company limited by
shares (“Transocean”) and Subsidiaries (as defined in Section 4) (hereinafter
collectively referred to as the “Company”), where permitted by applicable laws
and regulations, to acquire an equity interest in Transocean through the
purchase of ordinary shares, par value US$.01 per share, of Transocean
(“Ordinary Shares”). It is intended that this Plan shall constitute an “employee
stock purchase plan” within the meaning of Section 423 of the Internal Revenue
Code of 1986, as amended (the “Code”).
|
2. |
Administration
of the Plan |
The
Plan shall be administered and interpreted by the Administrative Committee (the
“Committee”) appointed by the Finance and Benefits Committee of the Board of
Directors of Transocean (the “Board”), which Committee shall consist of at least
two (2) persons. The Committee shall supervise the administration and
enforcement of the Plan according to its terms and provisions and shall have all
powers necessary to accomplish these purposes and discharge its duties hereunder
including, but not by way of limitation, the power to (i) employ and
compensate agents of the Committee for the purpose of administering the accounts
of participating employees; (ii) construe or interpret the Plan;
(iii) determine all questions of eligibility; and (iv) compute the
amount and determine the manner and time of payment of all benefits according to
the Plan.
The
Committee may act by decision of a majority of its members at a regular or
special meeting of the Committee or by decision reduced to writing and signed by
a majority of the
members of the Committee without holding a formal meeting. The Committee may
delegate its duties and authority under this Plan to one or more officers of the
Company, and actions taken by such duly authorized officers shall be deemed to
be actions of the Committee.
|
3. |
Nature
and Number of Shares |
The
Ordinary Shares subject to issuance under the terms of the Plan shall be shares
of Transocean’s authorized but unissued Ordinary Shares, previously issued
Ordinary Shares reacquired and held by or on behalf of the Company
or Ordinary Shares purchased on the open market. The aggregate number of
Ordinary Shares which may be issued under the Plan shall not exceed three
million five hundred thousand (3,500,000) Ordinary Shares. All Ordinary Shares
purchased under the Plan, regardless of source, shall be counted against the
three million five hundred thousand (3,500,000) Ordinary Share
limitation.
In
the event of any scheme of arrangement, reorganization, share split, reverse
share split, share dividend, combination of shares, merger, consolidation,
offering of rights or other similar change in the capital structure of
Transocean, the Committee may make such adjustment, if any, as it deems
appropriate in the number, kind and purchase price of the Ordinary Shares
available for purchase under the Plan and in the maximum number of Ordinary
Shares which may be issued under the Plan, subject to the approval of the Board
and in accordance with Section 19.
|
4. |
Eligibility
Requirements |
Each
“Employee” (as hereinafter defined), except as described in the next following
paragraph, shall become eligible to participate in the Plan in accordance with
Section 5 on the first “Enrollment Date” (as defined therein) following
employment by the Company. Participation in the Plan is voluntary.
1
The following Employees are not eligible to participate in the
Plan:
(i) Employees
who would, immediately upon enrollment in the Plan, own directly or indirectly,
or hold options or rights to acquire, an aggregate of five percent (5%) or more
of the total combined voting power or value of all outstanding shares of all
classes of the Company or any Subsidiary (in determining share ownership of an
individual, the rules of Section 424(d) of the Code shall be applied, and
the Committee may rely on representations of fact made to it by the employee and
believed by it to be true);
(ii) Employees
of Transocean who are customarily employed for less than twenty (20) hours per
week or less than five (5) months in any calendar year;
(iii) Employees
of any Subsidiary who are excluded under the terms of any agreement evidencing
the adoption of the Plan;
(iv) Employees
who reside in a country in which the Plan fails to meet applicable legal and
regulatory requirements or in a country whose laws make participation
impractical; and
(v) Employees
who are not employed by a Participating Subsidiary (as listed in Appendix
A).
“Employee”
shall mean any individual employed by Transocean or any Subsidiary (as
hereinafter defined). “Eligible
Employee” shall mean any Employee who has met the eligibility requirements in
this Section 4 and is eligible to participate in the Plan. “Subsidiary”
shall mean any corporation (a) which is in an unbroken chain of corporations
beginning with Transocean if
each of the corporations other than the last corporation in the chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.
“Participating Subsidiary”
shall mean a Subsidiary that has adopted the Plan with the approval of the
Committee (as listed in Appendix A).
“Non-Participating Subsidiary”
shall mean a Subsidiary that has not adopted the Plan.
|
5. |
Enrollment |
Each
Eligible
Employee
of Transocean or a Participating Subsidiary
may enroll in the Plan on the first January 1 following the date he first
meets the eligibility requirements of Section 4.
Any
Eligible
Employee
not enrolling in the Plan when first eligible may enroll in the Plan on any
subsequent January 1. Any Eligible
Employee may enroll or re-enroll in the Plan on the dates hereinabove prescribed
or such other specific dates established by the Committee from time to time
(“Enrollment Dates”). In order to enroll, an Eligible Employee must complete the
enrollment procedures designated by the Committee as of the designated date for
the following Purchase Period (as
defined in Section 6).
|
6. |
Method
of Payment |
Payment
for shares is to be made as of the applicable “Purchase Date” (as defined in
Section 9) through payroll deductions on an after-tax basis (with no right
of prepayment) over the Purchase Period, with the first such deduction
commencing with the first payroll period ending or as soon as administratively
possible, after the Enrollment Date.
“Purchase
Period”
under the Plan shall mean
each period of one (1) year beginning on each January 1 and ending on the
following December 31 or such other period as the Committee may prescribe.
Each Eligible
Employee who
is enrolled in the Plan (hereinafter
referred to as a “Participant”) will authorize such deductions from his pay for
each month during the Purchase Period, and such amounts will be deducted in
conformity with his employer’s payroll deduction schedule.
Each
Participant may elect to make contributions each pay period in amounts not less
than two percent (2%) of the Participant’s monthly compensation (with no dollar
minimum), not to exceed a monthly contribution equal to twenty percent (20%) of
the Participant’s monthly compensation (or
such other dollar amounts as the Committee may establish from time to time
before an Enrollment Date for all purchases to occur during the relevant
Purchase Period). A
Participant’s monthly compensation includes base pay and overtime pay associated
with base pay, but excludes bonus pay, premium and any type of special pay and
overtime associated with premium or special pay. In
establishing other dollar amounts of permitted contributions, the Committee may
take into account the “Maximum Share Limitation” (as defined in Section 8).
The rate of contribution shall be designated by the Participant in the
enrollment form or other
media approved
by the Committee.
2
A
Participant may elect to increase or decrease the rate of contribution effective
as of the first day of the Purchase Period by giving prior notice to the person
or
entity designated
by the Committee on the appropriate form or other media
approved by the Committee.
A Participant may not elect to increase or decrease the rate of contribution
during a Purchase Period.
A
Participant may suspend payroll deductions at any time during the Purchase
Period by giving prior notice to the person or entity designated by the
Committee on the appropriate form or other media
approved by the Committee.
If a Participant elects to suspend his payroll deductions, such Participant’s
account will continue to accrue interest and will be used to purchase shares at
the end of the Purchase Period. A Participant may also elect to withdraw his
entire contributions for the current Purchase Period in accordance with Section
8 by giving prior notice to the person or entity designated by the Committee on
the appropriate form or other media
approved by the Committee.
Any Participant who withdraws his contributions will receive, as soon as
practicable, his entire account balance, including interest and dividends, if
any. Any Participant who suspends payroll deductions or withdraws contributions
during any Purchase Period cannot resume payroll deductions during such Purchase
Period and must re-enroll in the Plan in order to participate in the next
Purchase Period.
Except
in the case of cancellation of election to purchase, death, resignation or other
terminating event, the amount in a Participant’s account at the end of the
Purchase Period will be applied to the purchase of Ordinary Shares.
|
7. |
Crediting
of Contributions, Interest and
Dividends |
Contributions
shall be credited to a Participant’s account as soon as administratively
feasible after payroll withholding. Unless otherwise prohibited by laws and
regulations, Participant contributions will receive interest at a rate realized
for the investment vehicle or vehicles designated by the Committee for purposes
of the Plan. Interest will be credited to a Participant’s account from the first
date on which such Participant’s contributions are deposited with the investment
vehicle until the earlier of (i) the end of the Purchase Period or
(ii) in the event of cancellation, death, resignation or other terminating
event, the last day for which interest is allocated for such investment vehicle
prior to the date on which such contributions are returned to the
Participant.
Dividends
on shares held in a Participant’s account in the Plan will be invested in
Ordinary Shares under the Company’s Shareholder Dividend Reinvestment
Plan.
Any such contributions, interest and dividends shall be deposited in or held by
a bank or financial institution designated by the Committee for this purpose
(the “Custodian”).
|
8. |
Grant
of Right to Purchase Shares on
Enrollment |
Enrollment
in the Plan by an Eligible
Employee
on an Enrollment Date will constitute the grant by the Company to the
Participant of the right to purchase Ordinary Shares under the Plan.
Re-enrollment by a Participant in the Plan will constitute a grant by the
Company to the Participant of a new opportunity to purchase shares on the
Enrollment Date on which such re-enrollment occurs. A Participant who has not
(a) terminated employment, (b) withdrawn his contributions from the
Plan, or (c) notified the Company in writing, by December 1 (or such date
as the Committee shall establish), of his election to withdraw his payroll
deductions plus interest as of December 31, will have Ordinary Shares
purchased for him on the applicable Purchase Date. In addition, a Participant
who has not (a) terminated employment, (b) withdrawn his contributions from the
Plan, (c)
notified the Company in writing to stop his contributions to the Plan or (d)
transferred to a Non-Participating
Subsidiary, will automatically be re-enrolled in the Plan on the Enrollment Date
immediately following the Purchase Date on which such purchase has occurred,
unless each Participant notifies the person designated by the Committee on the
appropriate form or other
media
approved by the Committee
that he elects not to re-enroll.
3
Each right to purchase Ordinary Shares under the Plan during a Purchase
Period shall have the following terms:
(i) the
right to purchase Ordinary Shares during a particular Purchase Period shall
expire on the earlier of: (A) the completion of the purchase of shares on
the Purchase Date occurring in the Purchase Period, or (B) the date on
which participation of such Participant in the Plan terminates for any
reason;
(ii) payment
for shares purchased will be made through payroll withholding and the crediting
of interest and dividends, if applicable, in accordance with Sections 6 and
7;
(iii) purchase
of shares will be accomplished only in accordance with
Section 9;
(iv) the
price per share will be determined as provided in Section 9;
(v) the
right to purchase shares (taken together with all other such rights then
outstanding under this Plan and under all other similar stock purchase plans of
Transocean or any Subsidiary) will in no event give the Participant the right to
purchase a number of shares during a calendar year in excess of the number of
Ordinary Shares derived by dividing twenty-five thousand dollars (US$25,000) by
the fair market value of the Ordinary Shares (the “Maximum Share Limitation”) on
the applicable Grant Date determined in accordance with Section 9;
and
(vi) the
right to purchase shares will in all respects be subject to the terms and
conditions of the Plan, as interpreted by the Committee from time to
time.
|
9. |
Purchase
of Shares |
The
right to purchase Ordinary Shares granted by the Company under the Plan is for
the term of a Purchase Period. The fair market value of the Ordinary Shares
(“Fair Market Value”) to be purchased during such Purchase Period will be the
closing composite sales price per Ordinary Share in the New York Stock Exchange
Composite Transactions Quotations on the first trading day of the calendar month
of January, or such other trading date designated by the Committee (the “Grant
Date).
The
Fair Market Value of the Ordinary Shares will again be determined in the same
manner on the last trading day of the calendar month of December, or such other
trading date designated by the Committee (the “Purchase Date”); however, in no
event shall the Committee, in the exercise of its discretion, designate a
Purchase Date beyond twelve (12) months from the related Enrollment Date or
otherwise fail to meet the requirements of Section 423(b)(7) of the Code.
These dates constitute the date of grant and the date of exercise for valuation
purposes of Section 423 of the Code.
As
of the Purchase Date, the Committee shall apply the funds then credited to each
Participant’s account to the purchase of Ordinary Shares. The cost to the
Participant for the shares purchased during a Purchase Period shall be the lower
of:
(i) eighty-five
percent (85%) of the Fair Market Value of Ordinary Shares on the Grant Date;
or
(ii) eighty-five
percent (85%) of the Fair Market Value of Ordinary Shares on the Purchase
Date.
Certificates
evidencing shares purchased shall be delivered to the Custodian or to any other
bank or financial institution designated by the Committee for this purpose or
delivered to the Participant (if the Participant has terminated employment for
any reason and has elected by notice to the Committee to receive the
certificate) as soon as administratively feasible after the Purchase Date;
however, certificates shall not be delivered to the Participant within one (1)
year of the Purchase Date of the underlying shares, except as otherwise provided
herein. Notwithstanding the foregoing, Participants shall be treated as the
record owners of their shares effective as of the Purchase Date. Shares that are
held by the Custodian, or any other designated bank or financial institution,
shall be held in book entry form. Until such certificates are distributed to the
Participant, the Participant will not be permitted to transfer ownership of the
certificates except as contemplated by Section 10 or Section 14 of the Plan. Any
Participant who terminates employment will receive a certificate for the number
of shares held in his account and a cash refund attributable to amounts equal to
less than the price of a whole share, and any accumulated contributions,
dividends and interest.
4
If
for any reason the purchase of shares with a Participant’s allocations to the
Plan exceeds or would exceed the Maximum Share Limitation, such excess amounts
shall be refunded to the Participant as soon as practicable after such excess
has been determined to exist.
If
as of any Purchase Date the shares authorized for purchase under the Plan are
exceeded, enrollments shall be reduced proportionately to eliminate the excess.
Any funds that cannot be applied to the purchase of shares due to excess
enrollment shall be refunded as soon as administratively feasible, including
interest determined in accordance with Section 7. The Committee in its
discretion may also provide that excess enrollments may be carried over to the
next Purchase Period under this Plan or any successor plan according to the
regulations set forth under Section 423 of the Code.
|
10. |
Withdrawal
of Shares and Sale of Shares |
(a) A
Participant may elect to withdraw at any time (without withdrawing from
participation in the Plan) shares which have been held in his account for at
least one (1) year by giving notice to the person or entity designated by the
Committee on the appropriate form or other media
approved by the Committee.
Upon receipt of such notice from the person designated by the Committee, the
Custodian, bank or other financial institution designated by the Committee for
this purpose will arrange for the issuance and delivery of such shares held in
the Participant’s account as soon as administratively feasible.
(b) Notwithstanding
anything in the Plan to the contrary, a Participant may sell shares which are
held in his account, including shares which have been held in his account for
less than one (1) year,
by giving notice to the person or entity designated by the Committee on the
appropriate form or other media
approved
by the Committee (the
Committee
reserves
the right to require a 3-month
holding period on all shares). Upon receipt of such notice from the person
or
entity designated
by the Committee, the Custodian, bank or other financial institution designated
by the Committee for this purpose will arrange for the sale of such
Participant’s shares. Any sale will be deemed to occur as soon as practicable
after the Participant provides such notice to the person
or entity
designated by the Committee. The proceeds of any sale under this subsection
10(b), less any associated commissions or required withholding for taxes, shall
be paid to the Participant as soon as practicable after the sale.
|
11. |
Termination
of Participation |
The
right to participate in the Plan terminates immediately when a Participant
ceases to be employed by the Company or
a Participating Subsidiary for
any reason whatsoever (including death, resignation or other terminating event).
As soon as administratively feasible after termination of participation due to
cessation of employment, the Committee shall pay to the Participant or his
beneficiary or legal representative all amounts credited to his account,
including interest and dividends, if applicable, determined in accordance with
Section 7, and shall cause a certificate for the number of shares held in his
account to be delivered to the Participant, subject to the restrictions in
Section 9. If a Participant ceases to be employed by the Company or
a Participating Subsidiary and
is rehired, he must wait for the next Enrollment Date
to enroll again.
Participation
also terminates immediately when the Participant voluntarily withdraws his
contributions from the Plan.
Participation
terminates immediately after the Purchase Date if the Participant becomes
ineligible for any reason, other than termination of employment, during the
Purchase Period or the Participant suspended payroll deductions during the
Purchase Period and has not re-enrolled in the Plan for the next Purchase
Period.
5
For
purposes of the Plan, a Participant is not deemed to have terminated his
employment if he transfers employment from Transocean to a Subsidiary, or vice
versa, or transfers employment between Subsidiaries including a Non-Participating
Subsidiary. A Participant who transfers to a Non-Participating
Subsidiary may elect to withdraw his contributions from the Plan at that time or
allow the contributions to remain
in
the Plan, accruing interest until the end of the Purchase Period. If the
Participant elects to leave his contributions in the Plan, they will be used to
purchase shares at the end of the Purchase Period and participation terminates
immediately after the Purchase Date.
|
12. |
Unpaid
Leave of Absence and Saving Plan
Suspension |
Unless
the Participant has voluntarily withdrawn his contributions from the Plan,
shares will be purchased for his account on the Purchase Date next following
commencement of an unpaid leave of absence or suspension due to a hardship
withdrawal from the Transocean U.S. Savings Plan by such Participant, provided
such leave or suspension does not constitute a termination of employment. The
number of shares to be purchased will be determined by applying to the purchase
the amount of the Participant’s contributions made up to the commencement of
such unpaid leave of absence or suspension plus interest on such contributions
and dividends, if applicable, both determined in accordance with Section 7.
In addition, the Participant will automatically resume payroll deductions when
eligible employment is resumed or the suspension ends (unless he has elected to
stop contributions to the Plan) provided such leave or suspension did not
constitute a termination of employment.
|
13. |
Designation
of Beneficiary |
Each
Participant may designate one or more beneficiaries in the event of death and
may, in his sole discretion, change such designation at any time. Any such
designation shall be effective upon receipt by the person or entity designated
by the Committee and shall control over any disposition by will or
otherwise.
As
soon as administratively feasible after the death of a Participant, amounts
credited to his account, including interest and dividends, if applicable,
determined in accordance with Section 7, shall be paid in cash and a certificate
for any shares shall be delivered to the Participant’s designated beneficiaries
or, in the absence of such designation,
to the Participant’s surviving spouse. If the Participant has
not designated a beneficiary and is
not married at the time of death, the cash and certificate shall be delivered to
his surviving child(ren) or to the
executor, administrator or other legal representative of the Participant’s
estate
if the Participant has no surviving child(ren).
Such payment shall relieve the Company of further liability to the deceased
Participant with respect to the Plan. If more than one beneficiary is
designated, each beneficiary shall receive an equal portion of the account
unless the Participant has given express contrary instructions.
|
14. |
Assignment |
Except
as provided in Section 13, the rights of a Participant under the Plan will not
be assignable or otherwise transferable by the Participant, other than by will
or the laws of descent and distribution or pursuant to a “qualified domestic
relations order,” as defined in Section 414(p) of the Code. No purported
assignment or transfer of such rights of a Participant under the Plan, whether
voluntary or involuntary, by operation of law or otherwise, shall vest in the
purported assignee or transferee any interest or right therein whatsoever, but
immediately upon such assignment or transfer, or any attempt to make the same,
such rights shall terminate and become of no further effect. If this provision
is violated, the Participant’s election to purchase Ordinary Shares shall
terminate, and the only obligation of the Company remaining under the Plan will
be to pay to the person entitled thereto the amount then credited to the
Participant’s account. No Participant may create a lien on any funds,
securities, rights or other property held for the account of the Participant
under the Plan, except to the extent that there has been a designation of
beneficiaries in accordance with the Plan, and except to the extent permitted by
will or the laws of descent and distribution if beneficiaries have not been
designated. A Participant’s right to purchase shares under the Plan shall be
exercisable only during the Participant’s lifetime and only by him.
6
|
15. |
Costs |
All
costs and expenses incurred in administering this Plan shall be paid by the
Company. Any brokerage fees for the sale of shares purchased under the Plan
shall be paid by the Participant.
|
16. |
Reports |
At
the end of each Purchase Period, the Company shall provide or cause to be
provided to each Participant a report of his contributions, including interest
earned, and the number of Ordinary Shares purchased with such contributions by
that Participant on each Purchase Date.
|
17. |
Equal
Rights and Privileges |
All
Eligible
Employees shall have equal rights and privileges with respect to the Plan to the
extent necessary to enable the Plan to qualify for U.S. tax purposes as an
“employee stock purchase plan” within the meaning of Section 423 or any
successor provision of the Code and related regulations. Any provision of the
Plan which is inconsistent with Section 423 or any successor provision of the
Code shall without further act or amendment by the Company be reformed to comply
with the requirements of Section 423. This Section 17 shall take precedence over
all other provisions in the Plan.
|
18. |
Rights
as Shareholders |
A
Participant will have no rights as a shareholder under the election to purchase
until he becomes a shareholder as herein provided. A Participant will become a
shareholder with respect to shares for which payment has been completed as
provided in Section 9 at the close of business on the last business day of the
Purchase Period.
|
19. |
Modification
and Termination |
The
Company, by action of the Board or by action of the Finance and Benefits
Committee of the Board, may at any time and from time to time amend or terminate
this Plan. Notwithstanding the foregoing, the Committee may amend the Plan by
its own action if any such amendment is necessary for the Plan to meet
applicable legal requirements, to modify the administrative provisions of the
Plan or to make any other change which does not materially increase Plan costs
or substantially modify the eligibility, vesting or benefit provisions of the
Plan.
No
amendment shall be effective unless within one (1) year after it is adopted by
the Board, it is approved by the holders of Transocean’s outstanding shares if
and to the extent such amendment is required to be approved by shareholders in
order to cause the rights granted under the Plan to purchase Ordinary Shares to
meet the requirements of Section 423 of the Code (or any successor
provision).
The
Plan shall terminate after all Ordinary Shares issued under the Plan have been
purchased, unless terminated earlier by the Board or unless additional Ordinary
Shares are issued under the Plan with the approval of the shareholders. In the
event the Plan is terminated, the Committee may elect to terminate all
outstanding rights to purchase shares under the Plan either immediately or upon
completion of the purchase of shares on the next Purchase Date, unless the
Committee has designated that the right to make all such purchases shall expire
on some other designated date occurring prior to the next Purchase Date. If the
rights to purchase shares under the Plan are terminated prior to expiration, all
funds contributed to the Plan which have not been used to purchase shares shall
be returned to the Participants as soon as administratively feasible, including
interest and dividends, if applicable, determined in accordance with
Section 7.
|
20. |
Board
and Shareholder Approval; Effective
Date |
The
Plan was originally adopted by the Board on March 12, 1998 and was effective
immediately on such date. The Plan was originally approved by shareholders at
the 1998 annual meeting. The Plan was amended and restated effective
January 1, 2000. The
Plan was again amended and restated effective May 8, 2003, subject to
shareholder approval (which was obtained at the shareholder’s meeting held on
May 8, 2003) of an increase in the number of Ordinary Shares reserved for
issuance under the Plan. This
amendment and restatement of the Plan shall be effective as of May
12, 2005,
subject to shareholder approval (which was obtained at the shareholder’s meeting
held on May 12, 2005).
7
|
21. |
Governmental
Approvals or Consents |
This
Plan and any offering or sale made to Eligible
Employees
under it are subject to any governmental approvals or consents that may be or
become applicable in connection therewith. Subject to the provisions of
Section 19, the Board may make such changes in the Plan and include such
terms in any offering under the Plan as may be desirable to comply with the
rules or regulations of any governmental authority.
|
22. |
Listing
of Shares and Related Matters |
If
at any time the Board or the Committee shall determine, based on opinion of
legal counsel, that the listing, registration or qualification of the shares
covered by the Plan upon any national securities exchange or reporting system or
under any state or federal law is necessary or desirable as a condition of, or
in connection with, the sale or purchase of shares under the Plan, no shares
will be sold, issued or delivered unless and until such listing, registration or
qualification shall have been effected or obtained, or otherwise provided for,
free of any conditions not acceptable to legal counsel.
|
23. |
Employment
Rights |
The
Plan shall neither impose any obligation on Transocean or on any Subsidiary to
continue the employment of any Participant, nor impose any obligation on any
Participant to remain in the employ of Transocean or of any
Subsidiary.
|
24. |
Withholding
of Taxes |
The
Committee may make such provisions as it may deem appropriate for the
withholding of any taxes which it determines is required in connection with the
purchase of Ordinary Shares under the Plan.
|
25. |
Subsidiary
Terms |
In
addition to changes in eligibility requirements, the Participating Subsidiaries
may make changes in the terms of this Plan applicable to their Eligible Employees
as shall be acceptable to the Committee, provided that such changes do not cause
the Plan to fail to comply with the requirements of Section 423 of the Code, to
the extent it is applicable. All changes must be approved by the Committee and
added as an Appendix to this document.
|
26. |
Governing
Law |
The
Plan and rights to purchase shares that may be granted hereunder shall be
governed by and construed and enforced in accordance with the laws of the State
of Texas.
|
27. |
Use
of Gender |
The
gender of words used in the Plan shall be construed to include whichever may be
appropriate under any particular circumstances of the masculine, feminine or
neuter genders.
|
28. |
Other
Provisions |
The
agreements to purchase Ordinary Shares under the Plan shall contain such other
provisions as the Committee and the Board shall deem advisable, provided that no
such provision shall in any way be in conflict with the terms of the
Plan.
8
IN
WITNESS WHEREOF, this document has been executed effective as of May 12,
2005.
| TRANSOCEAN INC. | ||
| |
|
|
| By: | /s/ Eric B. Brown | |
|
Eric B. Brown | ||
| Senior Vice President, General Counsel & Corporate Secretary | ||
9