Exhibit 10.24
DIAMOND OFFSHORE DRILLING, INC.
EXECUTIVE PERFORMANCE-VESTING
RESTRICTED STOCK UNIT AWARD AGREEMENT
This EXECUTIVE PERFORMANCE-VESTING RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of January 15, 2024 (the “Grant Date”) between Diamond Offshore Drilling, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), and is made pursuant to the terms of the Company’s 2021 Long-Term Stock Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
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For purposes hereof, unless otherwise determined by the Committee, a “Qualifying Termination” means the termination of the Participant’s Service (i) by the Company without Cause, (ii) by the Participant for Good Reason, or (iii) by reason of the Participant’s death or Disability (as defined below).
For purposes hereof, “Disability” means the Participant’s inability to perform the essential duties, responsibilities and functions of the Participant’s position with the Company for a period of 90 consecutive days or for a total of 180 days during any 12-month period as a result of any mental or physical illness, disability or incapacity even with reasonable accommodations for such illness, disability or incapacity provided by the Company or if providing such accommodations would be unreasonable, all as determined by the Committee in its reasonable good faith judgment; provided that if any such Disability would not be a “disability” within the meaning of Code Section 409A, no payment shall be made hereunder as a result of any such Disability that would be deferred compensation for purposes of Code Section 409A. The Participant shall cooperate in all respects with the Company if a question arises as to whether the Participant has become disabled (including submitting to reasonable examinations by one or more medical doctors and other health care specialists and authorizing such medical doctors and other health care specialists to discuss the Participant’s condition with the Company).
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DIAMOND OFFSHORE DRILLING, INC.
By:
Name:
Title:
PARTICIPANT
__________________________________________
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Annex A
Performance Matrix
| Relative TSR Percentile Ranking | ||||
| <25th Percentile | 25th Percentile | 50th Percentile | ≥75th Percentile | |
Absolute TSR | 20% | 75% | 100% | 150% | 200% |
15% | 50% | 75% | 125% | 175% | |
10% | 0% | 50% | 100% | 150% | |
7.5% | 0% | 25% | 75% | 100% | |
<7.5% | 0% | 0% | 50% | 75% | |
Note: Points in between each level will be calculated using straight-line interpolation |
“Performance Period” shall be January 15, 2024 through January 14, 2027.
“TSR” means the total shareholder return measured over the Performance Period.
TSR= (A*B)C-1
where:
“A” represents the Ending Price.
“B” represents the Reinvestment Factor.
“C” represents the Starting Price.
For purposes of determining TSR:
“Starting Price” means the volume-weighted average price of one share of common stock on the applicable stock exchange during the 30 trading days immediately preceding the first day of the Performance Period. The Starting Price for a Share is $[•].
“Ending Price” means the volume-weighted average price of one share of common stock on the applicable stock exchange during the 30 trading days immediately preceding and including the last day of the Performance Period; provided, that in the case of a Change in Control, the Ending Price for the Company shall be the fair market value of a Share immediately prior to the Change in Control, and the Ending Price for all other companies in the Comparison Group shall be the volume-weighted average price of one share of common stock on the applicable stock exchange during the 30 trading days immediately preceding the date of the Change in Control.
“Reinvestment Factor” means the Share Count at the end of the Performance Period.
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“Share Count” equals one share of common stock of the applicable entity on the first day of the Performance Period, which is adjusted cumulatively for any dividends declared over the Performance Period, in accordance with the following formula:
F=G+(G* HIJ )
where:
“F” represents the new Share Count following adjustment to account for the applicable dividend.
“G” represents the Current Share Count.
“H” represents the aggregate dollar value of the declared dividend.
“I” represents the aggregate number of shares of common stock outstanding participating in the dividend, including equity-based awards that are entitled to dividends or dividend equivalents.
“J” represents the closing price of one share of common stock of the applicable entity on the dividend payment date.
“Current Share Count” means the Share Count before each dividend adjustment, if any.
P=1-R-1N-1
where:
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“P” represents the percentile which will be rounded, if necessary, to the nearest whole percentile by application of regular rounding.
“N” represents the total number of entities in the Comparison Group (including the Company, but after removal of any entities in accordance with the calculation of the rank).
“R” represents Company’s rank (as determined above).
Company Name |
Dril-Quip, Inc. |
Forum Energy Technologies, Inc. |
Helix Energy Solutions Group, Inc. |
Helmerich & Payne, Inc. |
National Energy Services Reunited Corp. |
Newpark Resources, Inc. |
Noble Corporation Plc |
Oil States International, Inc. |
Patterson-UTI Energy, Inc. |
Precision Drilling Corporation |
ProPetro Holding Corp. |
RPC, Inc. |
Seadrill Limited |
Transocean Ltd. |
Valaris Limited |
The Committee shall be permitted to adjust or modify the Comparison Group and calculations set forth above as it deems appropriate, including pursuant to any adjustments under Sections 4(b) and 11(c) of the Plan.
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Performance Matrix Illustration
Below is an example of how the TSR of an entity would be determined in accordance with this Performance Matrix.
Assumptions:
Starting Price: $10
Ending Price: $20
Number of shares outstanding prior to any dividend: 100
Number of RSUs outstanding prior to any dividend: 10
Dividend declared of $1 for each outstanding share and RSU (in the form of dividend equivalents)
Closing price of one share on dividend payment date: $9 (assumes no growth from starting price)
First, determine the Reinvestment Factor using the formula above (reproduced below).
F=G+(G* HIJ )
where:
“F” represents the new Share Count following adjustment to account for the applicable dividend.
“G” represents the Current Share Count.
“H” represents the aggregate dollar value of the declared dividend.
“I” represents the aggregate number of shares of common stock outstanding participating in the dividend, including equity-based awards that are entitled to dividends or dividend equivalents.
“J” represents the closing price of one share of common stock of the applicable entity on the dividend payment date.
Based on the assumed facts of this illustration, the immediately above formula with the assumed numbers plugged in looks as follows:
F=1+(1* 1101109 )
This simplifies as follows:
F=1+(1* 19 )
F=1+(0.111 )
F=1.111
Assuming there is only one dividend during the Performance Period for this entity, the 1.111 is the Reinvestment Factor which equals B in the below.
To find the TSR for this entity we use the following formula.
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TSR= (A*B)C-1
where:
“A” represents the Ending Price.
“B” represents the Reinvestment Factor.
“C” represents the Starting Price.
Based on the assumed facts of this illustration, the immediately above formula with the assumed numbers plugged in looks as follows:
TSR= (20*1.111)10-1
This simplifies as follows:
TSR= 2.222-1
TSR= 1.222
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