<PAGE>
As filed with the Securities and Exchange Commission on January 12, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
TRANSOCEAN SEDCO FOREX INC.
(Exact Name of Registrant as Specified in Its Charter)
CAYMAN ISLANDS [N/A]
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(Address of Principal Executive Offices)
______________________________
LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
______________________________
NICOLAS J. EVANOFF
TRANSOCEAN SEDCO FOREX INC.
ASSOCIATE GENERAL COUNSEL AND
ASSISTANT CORPORATE SECRETARY
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(Name and Address of Agent for Service)
(713) 232-7500
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
=============================================================================================================================
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title Of Securities Offering Price Per Aggregate Offering Amount of
To Be Registered Amount To Be Registered Share(2) Price(2) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares, par 7,000,000(1) $30.06 $210,420,000 $55,551
value $.01 per share
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus such additional number of shares as may be issuable by reason of the
anti-dilution provisions of the Plan.
(2) Estimated pursuant to Rules 457(c) and (h) solely for the purpose of
computing the registration fee and based upon the average of the high and
low sales prices reported on the New York Stock Exchange Composite Tape on
January 5, 2000.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus to which
this registration statement relates is a combined prospectus that also relates
to the following Registration Statements on Form S-8: Reg. No. 33-64776, filed
by the registrant's predecessor entity, Sonat Offshore Drilling Inc., on
June 21, 1993; Reg. No. 333-12475, filed by the registrant's predecessor entity,
Transocean Offshore Inc., on September 20, 1996; and Reg. No. 333-58211, filed
by the registrant's predecessor entity, Transocean Offshore Inc., on June 30,
1998, each as amended by the registrant's filing of a post-effective amendment
pursuant to Rule 414 under the Securities Act on May 17, 1999.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The registrant will maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant will furnish to the Commission or its staff a copy of any or all of
the documents included in such file.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which the registrant and its predecessor
registrant, Transocean Offshore Inc., a Delaware corporation ("Transocean-
Delaware"), have filed with the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated in this
registration statement by reference and shall be deemed to be a part hereof:
1. the registrant's prospectus filed pursuant to Rule 424(b)(3) under the
Securities Act on November 1, 1999;
2. the registrant's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1999 and June 30, 1999, respectively, and Transocean-Delaware's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
3. the registrant's Current Reports on Form 8-K filed on January 12, 2000,
November 9, 1999, July 27, 1999 and May 17, 1999 and Transocean-Delaware's
Current Report on Form 8-K filed on March 15, 1999; and
4. the description of the registrant's ordinary shares, par value US$.01 per
share, contained in the registrant's Registration Statement on Form S-4, Reg.
No. 333-89727, filed on October 26, 1999.
All documents filed by Transocean Sedco Forex Inc. ("Transocean") with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the date of this registration statement and prior to the
filing of a post-effective amendment to this registration statement, which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated in this
registration statement by reference and to be a part hereof from the date of
filing of such documents.
Any statement contained in this registration statement, in any
amendment to this registration statement or in a document incorporated by
reference in this registration statement shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in this registration statement or in any subsequently filed
supplement to this registration statement, or in any document that also is
incorporated by reference in this registration statement, modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities.
Not applicable.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the Transocean ordinary shares to be issued will be
passed upon for Transocean by Walkers, Cayman Islands.
Item 6. Indemnification of Directors and Officers.
Section 34.1 of Transocean's Articles of Association provides that:
No Director shall be personally liable to the Company or, if any, its
Members for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty
to the Company or, if any, to its Members, (ii) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing violation
of law or (iii) for any transaction from which the Director derived an
improper personal benefit.
The Company shall indemnify, to the fullest extent permitted by the laws of
the Cayman Islands as from time to time in effect, if any, any person who
was or is a party or is threatened to be made a party to, or otherwise
requires representation by counsel in connection with, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not an action by or in the
right of the Company) by reason of the fact that he is or was a Director or
officer of the Company, or, while serving as a Director or officer of the
Company, is or was serving at the request of the Company, as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged to
have been taken or omitted in such capacity. The right to indemnification
conferred by Section 34.1 also includes the right of such persons to be
paid in advance by the Company for their expenses to the fullest extent
permitted by the laws of the Cayman Islands as from time to time in effect.
Unless otherwise determined by the Company's Board of Directors, the
Company shall indemnify to the fullest extent permitted by the laws of the
Cayman Islands as from time to time in effect, if any, any person who was
or is a party or is threatened to be made a party to, or otherwise requires
representation by counsel in connection with, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not an action by or in the
right of the Company), by reason of the fact that he is or was an employee
(other than an officer) or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
or by reason of any action alleged to have been taken or omitted in such
capacity.
The rights and authority conferred by Section 34.1 are not exclusive of any
other right that any person has or hereafter acquires under any law,
provision of these Articles or the Memorandum of Association, agreement,
vote of Members or of the Board of Directors or otherwise.
II-2
<PAGE>
Transocean also has directors and officers liability insurance that would
indemnify its directors and officers against damages arising out of certain
kinds of claims that might be made against them based on their negligent acts or
omissions while acting in their capacity as such.
The Agreement and Plan of Merger dated as of July 12, 1999 by and among
Schlumberger Limited, Sedco Forex Holdings Limited ("Sedco Forex"), Transocean
and Transocean SF Limited provides that, following the merger described in that
agreement, Transocean will indemnify, defend and hold harmless, to the fullest
extent permitted under applicable law, (1) each person who is, or has been at
any time prior to the effective time of the merger, an officer or director of
Sedco Forex or any of its subsidiaries or divisions and (2) each person who
served as a director, officer, trustee or fiduciary of another corporation,
partnership, joint venture, trust, pension or other employee benefit plan or
enterprise at the request of Sedco Forex against all losses, claims, damages,
liabilities, costs or expenses, including attorneys' fees, judgments, fines,
penalties and amounts paid in settlement in connection with any claim, action,
suit, proceeding or investigation that arises out of or pertains to actual or
alleged acts or omissions by them in the capacities set forth in (1) and (2)
above. Transocean's duty to indemnify, defend and hold harmless applies whether
or not such actions were commenced, asserted or claimed prior to the effective
time of the merger. In the event of such claim, action, suit, proceeding or
investigation, Transocean is required to pay the fees and expenses of counsel
selected by the party to be indemnified, to the fullest extent permitted by
applicable law in advance of the final disposition of any such action and
cooperate in the defense of any such matter.
The merger agreement also provides that these rights to indemnification
will survive the merger and continue in full force and effect for six years
after the effective time of the merger. The merger agreement provides that for
a period of six years after the effective time of the merger, Transocean will
maintain officers' and directors' liability insurance covering those individuals
described in (1) and (2) of the preceding paragraph who were covered prior to
the effective time of the merger by officers' and directors' liability insurance
policies maintained by Sedco Forex on terms substantially no less advantageous
to those individuals than the existing Sedco Forex insurance, provided that such
insurance is available at a reasonable cost.
Item 7. Exemptions From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following documents are filed as a part of this registration statement
or incorporated by reference herein:
<TABLE>
<CAPTION>
Exhibit No. Description
- ------------- -------------
<C> <S>
*4.1 Memorandum of Association of Transocean Sedco Forex Inc., as amended
(incorporated by reference to the registrant's Current Report on Form 8-K filed
on January 12, 2000)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
*4.2 Articles of Association of Transocean Sedco Forex Inc., as amended (incorporated
by reference to the registrant's Current Report on Form 8-K filed on January 12,
2000)
4.3 Long-Term Incentive Plan, as amended and restated effective January 1, 2000
5.1 Opinion of Walkers, regarding the legality of securities to be issued by
Transocean Sedco Forex Inc.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Walkers (included in Exhibit 5.1)
24.1 Powers of Attorney
</TABLE>
_______________
* Incorporated herein by reference as indicated.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be
II-4
<PAGE>
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Houston, state of Texas, on January 12, 2000.
TRANSOCEAN SEDCO FOREX INC.
By: /s/ Robert L. Long
--------------------
Robert L. Long
Executive Vice President
Pursuant to the requirements of the Securities Act, this registration
statement has been signed on January 12, 2000 by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -------
<S> <C>
/s/ J. Michael Talbert President and Chief Executive Officer and Director (Principal
------------------------------ Executive Officer)
J. Michael Talbert
/s/ Robert L. Long Executive Vice President and Chief Financial Officer (Principal
------------------------------ Financial Officer)
Robert L. Long
/s/ Barbara S. Koucouthakis Vice President (Principal Accounting Officer)
------------------------------
Barbara S. Koucouthakis
* Chairman of the Board
------------------------------
Victor E. Grijalva
* Director
------------------------------
Richard D. Kinder
* Director
------------------------------
Ronald L. Kuehn, Jr.
Director
------------------------------
Arthur Lindenauer
* Director
------------------------------
Martin B. McNamara
Director
------------------------------
Roberto Monti
* Director
------------------------------
Alain Roger
Director
----------------------------
Kristian Siem
* Director
----------------------------
Ian C. Strachan
</TABLE>
*By: /s/ Nicolas J. Evanoff
- ----------------------------
Nicolas J. Evanoff
(Attorney-in-Fact)
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ------------- -----------
<C> <S>
*4.1 Memorandum of Association of Transocean Sedco Forex Inc., as amended
(incorporated by reference to the registrant's Current Report on Form 8-K filed
on January 12, 2000)
*4.2 Articles of Association of Transocean Sedco Forex Inc., as amended (incorporated
by reference to the registrant's Current Report on Form 8-K filed on January 12,
2000)
4.3 Long-Term Incentive Plan, as amended and restated effective January 1, 2000
5.1 Opinion of Walkers, regarding the legality of securities to be issued by
Transocean Sedco Forex Inc.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Walkers (included in Exhibit 5.1)
24.1 Powers of Attorney
</TABLE>
_______________
* Incorporated herein by reference as indicated.
II-7
<PAGE>
EXHIBIT 4.3
LONG-TERM INCENTIVE PLAN
OF
TRANSOCEAN SEDCO FOREX INC.
(As Amended and Restated Effective January 1, 2000)
I. GENERAL
1.1 PURPOSE OF THE PLAN
The Long-Term Incentive Plan (the "Plan") of Transocean Sedco Forex Inc., a
Cayman Islands exempted company (the "Company"), is intended to advance the best
interests of the Company and its subsidiaries by providing Directors and
employees with additional incentives through the grant of options ("Options") to
purchase ordinary shares, par value US $0.01 per share of the Company ("Ordinary
Shares"), share appreciation rights ("SARs"), restricted Ordinary Shares
("Restricted Shares") and cash performance awards ("Cash Awards"), thereby
increasing the personal stake of such Directors and employees in the continued
success and growth of the Company.
1.2 ADMINISTRATION OF THE PLAN
(a) The Plan shall be administered by the Executive Compensation Committee or
other designated committee (the "Committee") of the Board of Directors of
the Company (the "Board of Directors") which shall consist of at least two
Directors, all of whom (i) are not eligible for awards under Articles II
and III of the Plan, (ii) are "non-employee directors" within the meaning
of Rule 16b-3 under the Securities Exchange Act of 1934, and (iii) are
outside directors satisfying the requirements of Section 162(m) of the
Internal Revenue Code of 1986, as amended, or any successor thereto ("the
Code"). The Committee shall have authority to interpret conclusively the
provisions of the Plan, to adopt such rules and regulations for carrying
out the Plan as it may deem advisable, to decide conclusively all questions
of fact arising in the application of the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan.
Notwithstanding the foregoing, the Committee shall have no power or
discretion to vary the amount or terms of awards under Article IV of the
Plan, except as provided in Section 6.2. All decisions and acts of the
Committee shall be final and binding upon all affected Plan participants.
(b) The Committee shall designate the eligible employees, if any, to be granted
awards under Articles II and III and the type and amount of such awards and
the time when awards will be granted. All awards granted under the Plan
shall be on the terms and subject to the conditions hereinafter provided.
1.3 ELIGIBLE PARTICIPANTS
Employees, including officers, of the Company and its subsidiaries, and of
partnerships or joint ventures in which the Company and its subsidiaries have a
<PAGE>
significant ownership interest as determined by the Committee (all of such
subsidiaries, partnerships and joint ventures being referred to as
"Subsidiaries") shall be eligible for awards under Articles II, III and V of the
Plan. Directors who are not employees of the Company or its Subsidiaries shall
not be eligible for awards under Articles II, III and V.
Each Director of the Company who is not an officer or employee of the
Company or any of its subsidiaries (an "Eligible Director") shall automatically
be granted awards under Article IV of the Plan. Each Eligible Director to whom
Options or SARs are granted under Article IV is hereinafter referred to as a
"Participant."
1.4 AWARDS UNDER THE PLAN
Awards to employees under Articles II and III may be in the form of (i)
Options to purchase Ordinary Shares, (ii) Share Appreciation Rights which may be
either freestanding or issued in tandem with Options, (iii) Restricted Ordinary
Shares, (iv) Supplemental Payments which may be awarded with respect to Options,
Share Appreciation Rights and Restricted Ordinary Shares, or (v) any combination
of the foregoing. Awards to employees under Article V will be in the form of
performance awards payable in cash.
Awards to Eligible Directors under Article IV shall be in the form of (i)
Options to purchase Ordinary Shares and Supplemental Payments with respect
thereto, or (ii) solely in the case of Eligible Directors residing in Norway,
freestanding SARs.
1.5 SHARES SUBJECT TO THE PLAN
The aggregate number of Ordinary Shares which may be issued with respect to
awards made under Articles II and III shall not exceed 12,900,000 shares,
reduced by the number of shares which have been issued pursuant to such Articles
prior to the date of this Amendment and Restatement. In addition, the aggregate
number of Ordinary Shares which may be issued with respect to awards made under
Article IV shall not exceed 400,000, reduced by the number of shares which have
been issued pursuant to such Article prior to the date of this Amendment and
Restatement. At no time shall the number of shares issued plus the number of
shares estimated by the Committee to be ultimately issued with respect to
outstanding awards under the Plan exceed the number of shares that may be issued
under the Plan. No employee shall be granted Share Options, freestanding Share
Appreciation Rights, or Restricted Ordinary Shares, or any combination of the
foregoing, with respect to more than 600,000 Ordinary Shares in any fiscal year
(subject to adjustment as provided in Section 6.2). No employee shall be
granted a Supplemental Payment in any fiscal year with respect to more than the
number of Ordinary Shares covered by Share Options, freestanding Share
Appreciation Rights or Restricted Ordinary Shares awards granted to such
employee in such fiscal year. Shares distributed pursuant to the Plan may
consist of authorized but unissued shares or treasury shares of the Company, as
shall be determined from time to time by the Board of Directors.
2
<PAGE>
If any Option under the Plan shall expire, terminate or be canceled
(including cancellation upon the holder's exercise of a related Share
Appreciation Right) for any reason without having been exercised in full, or if
any Restricted Ordinary Shares shall be forfeited to the Company, the
unexercised Options and forfeited Restricted Ordinary Shares shall not count
against the above limit and shall again become available for grants under the
Plan (regardless of whether the holder of such Options or shares received
dividends or other economic benefits with respect to such Options or shares).
Ordinary Shares equal in number to the shares surrendered in payment of the
option price, and Ordinary Shares which are withheld in order to satisfy
federal, state or local tax liability, shall not count against the above limit
and shall again become available for grants under the Plan. Only the number of
Ordinary Shares actually issued upon exercise of a Share Appreciation Right or
payment of a Supplemental Payment shall count against the above limit, and any
shares which were estimated to be used for such purposes and were not in fact so
used shall again become available for grants under the Plan.
Freestanding Share Appreciation Rights which may be settled solely in cash
shall be issued with respect to no more than an aggregate of 250,000 underlying
shares. Such SARs shall not count against the limits set forth above on the
number of Ordinary Shares which may be issued under the Plan. If any
freestanding SAR shall expire, terminate, or be canceled for any reason without
having been exercised in full, the unexercised SARs shall not count against this
limit and shall again become available for grants under the Plan.
1.6 OTHER COMPENSATION PROGRAMS
The existence and terms of the Plan shall not limit the authority of the
Board of Directors in compensating Directors and employees of the Company and
its subsidiaries in such other forms and amounts, including compensation
pursuant to any other plans as may be currently in effect or adopted in the
future, as it may determine from time to time.
II. SHARE OPTIONS AND SHARE APPRECIATION RIGHTS
2.1 TERMS AND CONDITIONS OF OPTIONS
Subject to the following provisions, all Options granted under the Plan to
employees of the Company and its Subsidiaries shall be in such form and shall
have such terms and conditions as the Committee, in its discretion, may from
time to time determine.
(a) Option Price. The option price per share shall not be less than the fair
market value of the Ordinary Shares (as determined by the Committee) on the
date the Option is granted. Notwithstanding the foregoing, the option
price per share with respect to any Option granted by the Committee within
90 days of the closing of the initial public offering of the Company's
Ordinary Shares shall be at the initial public offering price for such
Shares.
3
<PAGE>
(b) Term of Option. The term of an Option shall not exceed ten years from the
date of grant, except as provided pursuant to Section 2.1(g) with respect
to the death of an optionee. No Option shall be exercised after the
expiration of its term.
(c) Exercise of Options. Options shall be exercisable at such time or times
and subject to such terms and conditions as the Committee shall specify in
the Option grant. The Committee shall have discretion to at any time
declare all or any portion of the Options held by any optionee to be
immediately exercisable. An Option may be exercised in accordance with its
terms as to any or all shares purchasable thereunder.
(d) Payment for Shares. The Committee may authorize payment for shares as to
which an Option is exercised to be made in cash, Ordinary Shares or in such
other manner as the Committee in its discretion may provide.
(e) Nontransferability of Options. No Option or any interest therein shall be
transferable by the optionee other than by will or by the laws of descent
and distribution. During an optionee's lifetime, all Options shall be
exercisable only by such optionee or by the guardian or legal
representative of the optionee.
(f) Shareholder Rights. The holder of an Option shall, as such, have none of
the rights of a shareholder.
(g) Termination of Employment. The Committee shall have discretion to specify
in the Option grant or an amendment thereof, provisions with respect to the
period during which the Option may be exercised following the optionee's
termination of employment. Notwithstanding the foregoing, the Committee
shall not permit any Option to be exercised beyond the term of the Option
established pursuant to Section 2.1(b), except that the Committee may
provide that, notwithstanding such Option term, an Option which is
outstanding on the date of an optionee's death shall remain outstanding and
exercisable for up to one year after the optionee's death.
(h) Change of Control. Notwithstanding the exercisability schedule governing
any Option, upon the occurrence of a Change of Control (as defined in
Section 6.10) all Options outstanding at the time of such Change of Control
and held by optionees who are employees of the Company or its Subsidiaries
at the time of such Change of Control shall become immediately exercisable
and, unless the optionee agrees otherwise in writing, shall remain
exercisable for the remainder of the Option term.
2.2 SHARE APPRECIATION RIGHTS IN TANDEM WITH OPTIONS
(a) The Committee may, either at the time of grant of an Option or at any time
during the term of the Option, grant Share Appreciation Rights with respect
to all or any portion of the Ordinary Shares covered by such Option. A
tandem Share Appreciation Right may be exercised at any time the Option to
which it relates is then exercisable, but only to the extent the Option to
which it relates is exercisable, and shall be subject to the conditions
applicable to such Option. When a tandem Share Appreciation Right is
4
<PAGE>
exercised, the Option to which it relates shall cease to be exercisable to
the extent of the number of shares with respect to which the tandem Share
Appreciation Right is exercised. Similarly, when an Option is exercised,
the tandem Share Appreciation Rights relating to the shares covered by such
Option exercise shall terminate. Any tandem Share Appreciation Right which
is outstanding on the last day of the term of the related Option (as
determined pursuant to Section 2.1(b)) shall be automatically exercised on
such date for cash without any action by the optionee.
(b) Upon exercise of a tandem Share Appreciation Right, the holder shall
receive, for each share with respect to which the tandem Share Appreciation
Right is exercised, an amount (the "Appreciation") equal to the amount by
which the fair market value (as defined below) of an Ordinary Share on the
date of exercise of the Share Appreciation Right exceeds the option price
per share of the Option to which the tandem Share Appreciation Right
relates. For purposes of the preceding sentence, the fair market value of
an Ordinary Share shall be the average of the high and low prices of such
share as reported on the consolidated reporting system. The Appreciation
shall be payable in cash, Ordinary Shares, or a combination of both, at the
option of the Committee, and shall be paid within 30 days of the exercise
of the tandem Share Appreciation Right.
(c) Notwithstanding the foregoing, if a tandem Share Appreciation Right is
exercised within 60 days of the occurrence of a Change of Control, (i) the
Appreciation and any Supplemental Payment (as defined in Section 2.4) to
which the holder is entitled shall be payable solely in cash, and (ii) in
addition to the Appreciation and the Supplemental Payment (if any), the
holder shall receive, in cash, (1) the amount by which the greater of (a)
the highest market price per Ordinary Share during the 60-day period
preceding exercise of the tandem Share Appreciation Right or (b) the
highest price per Ordinary Share (or the cash-equivalent thereof as
determined by the Board of Directors) paid by an acquiring person during
the 60-day period preceding a Change of Control, exceeds the fair market
value of an Ordinary Share on the date of exercise of the tandem Share
Appreciation Right, plus (2) if the holder is entitled to a Supplemental
Payment, an additional payment, calculated under the same formula as used
for calculating such holder's Supplemental Payment, with respect to the
amount referred to in clause (1) of this sentence.
2.3 FREESTANDING SHARE APPRECIATION RIGHTS
The Committee may grant Freestanding Share Appreciation Rights to employees
of the Company and its Subsidiaries, in such form and having such terms and
conditions as the Committee, in its discretion, may from time to time determine,
subject to the following provisions.
(a) Base Price and Appreciation. Each freestanding SAR shall be granted with a
base price, which shall not be less than the fair market value of the
Ordinary Shares (as determined by the Committee) on the date the SAR is
granted. Upon exercise of a freestanding SAR, the holder shall receive,
for each share with respect to which the SAR is exercised, an amount (the
"Appreciation") equal to the amount by which the fair
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market value (as defined below) of an Ordinary Share on the date of
exercise of the SAR exceeds the base price of the SAR. For purposes of the
preceding sentence, the fair market value of an Ordinary Share shall be the
average of the high and low prices of such share as reported on the New
York Stock Exchange composite tape. The Appreciation shall be payable in
cash and shall be paid within 30 days of the exercise of the SAR.
(b) Term of SAR. The term of a freestanding SAR shall not exceed ten years
from the date of grant, except as provided pursuant to Section 2.3(f) with
respect to the death of the grantee. No SAR shall be exercised after the
expiration of its term. Any freestanding SAR which is outstanding on the
last day of its term (as such term may be extended pursuant to Section
2.3(f)) and as to which the Appreciation is a positive number on such date
shall be automatically exercised on such date for cash without any action
by the grantee.
(c) Exercise of SARs. Freestanding SARs shall be exercisable at such time or
times and subject to such terms and conditions as the Committee may specify
in the SAR grant. The Committee shall have discretion to at any time
declare all or any portion of the freestanding SARs then outstanding to be
immediately exercisable. A freestanding SAR may be exercised in accordance
with its terms in whole or in part.
(d) Nontransferability of SARs. No SAR or any interest therein shall be
transferable by the grantee other than by will or by the laws of descent
and distribution. During a grantee's lifetime, all SARs shall be
exercisable only by such grantee or by the guardian or legal representative
of the grantee.
(e) Shareholder Rights. The holder of an SAR shall, as such, have none of the
rights of a shareholder.
(f) Termination of Employment. The Committee shall have discretion to specify
in the SAR grant or an amendment thereof, provisions with respect to the
period during which the SAR may be exercised following the grantee's
termination of employment. Notwithstanding the foregoing, the Committee
shall not permit any SAR to be exercised beyond the term of the SAR
established pursuant to Section 2.3(b), except that the Committee may
provide that, notwithstanding such SAR term, an SAR which is outstanding on
the date of a grantee's death shall remain outstanding and exercisable for
up to one year after the grantee's death.
(g) Change of Control. Notwithstanding the exercisability schedule governing
any SAR, upon the occurrence of a Change of Control (as defined in Section
6.10) all SARs outstanding at the time of such Change of Control and held
by grantees who are employees of the Company or its Subsidiaries at the
time of such Change of Control shall become immediately exercisable and,
unless the grantee agrees otherwise in writing, shall remain exercisable
for the remainder of the SAR term. In addition, the Committee may provide
that if a freestanding SAR is exercised within 60 days of the occurrence of
a Change of Control, in addition to the Appreciation the holder shall
receive, in cash, the amount by which the greater of (a) the highest market
price per
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Ordinary Share during the 60-day period preceding exercise of the SAR or
(b) the highest price per Ordinary Share (or the cash equivalent thereof as
determined by the Board of Directors) paid by an acquiring person during
the 60-day period preceding a Change of Control, exceeds the fair market
value of an Ordinary Share on the date of exercise of the SAR.
2.4 SUPPLEMENTAL PAYMENT ON EXERCISE OF OPTIONS OR SHARE APPRECIATION RIGHTS
The Committee, either at the time of grant or at the time of exercise of
any Option or tandem Share Appreciation Right, may provide for a supplemental
payment (the "Supplemental Payment") by the Company to the optionee with respect
to the exercise of any Option or tandem Share Appreciation Right. The
Supplemental Payment shall be in the amount specified by the Committee, which
shall not exceed the amount necessary to pay the income tax payable to the
national government with respect to both exercise of the Option or tandem Share
Appreciation Right and receipt of the Supplemental Payment, assuming the
optionee is taxed at the maximum effective income tax rate applicable thereto.
The Committee shall have the discretion to grant Supplemental Payments that are
payable solely in cash or Supplemental Payments that are payable in cash,
Ordinary Shares, or a combination of both, as determined by the Committee at the
time of payment. The Supplemental Payment shall be paid within 30 days of the
date of exercise of an Option or Share Appreciation Right (or, if later, within
30 days of the date on which income is recognized for federal income tax
purposes with respect to such exercise).
2.5 STATUTORY OPTIONS
Subject to the limitations on Option terms set forth in Section 2.1, the
Committee shall have the authority to grant (i) incentive stock options within
the meaning of Section 422 of the Code and (ii) Options containing such terms
and conditions as shall be required to qualify such Options for preferential tax
treatment under the Code as in effect at the time of such grant. Options
granted pursuant to this Section 2.4 may contain such other terms and conditions
permitted by Article II of this Plan as the Committee, in its discretion, may
from time to time determine (including, without limitation, provision for Share
Appreciation Rights and Supplemental Payments), to the extent that such terms
and conditions do not cause the Options to lose their preferential tax
treatment. To the extent the Code and Regulations promulgated thereunder
require a plan to contain specified provisions in order to qualify options for
preferential tax treatment, such provisions shall be deemed to be stated in this
Plan.
III. RESTRICTED ORDINARY SHARES
3.1 TERMS AND CONDITIONS OF RESTRICTED ORDINARY SHARES AWARDS
Subject to the following provisions, all awards of Restricted Ordinary
Shares under the Plan to employees of the Company and its Subsidiaries shall be
in such form and shall have such terms and conditions as the Committee, in its
discretion, may from time to time determine.
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(i) The Restricted Ordinary Shares award shall specify the number of Restricted
Ordinary Shares to be awarded, the price, if any, to be paid by the
recipient of the Restricted Ordinary Shares, and the date or dates on which
the Restricted Ordinary Shares will vest. The vesting of Restricted
Ordinary Shares may be conditioned upon the completion of a specified
period of service with the Company or its Subsidiaries, upon the attainment
of specified performance goals, or upon such other criteria as the
Committee may determine in its sole discretion.
(ii) Share certificates representing the Restricted Ordinary Shares granted to
an employee shall be registered in the employee's name. Such certificates
shall either be held by the Company on behalf of the employee, or delivered
to the employee bearing a legend to restrict transfer of the certificate
until the Restricted Ordinary Shares have vested, as determined by the
Committee. The Committee shall determine whether the employee shall have
the right to vote and/or receive dividends on the Restricted Ordinary
Shares before they have vested. No Restricted Ordinary Shares may be sold,
transferred, assigned, or pledged by the employee until they have vested in
accordance with the terms of the Restricted Ordinary Shares award. In the
event of an employee's termination of employment before all of his
Restricted Ordinary Shares have vested, or in the event other conditions to
the vesting of Restricted Ordinary Shares have not been satisfied prior to
any deadline for the satisfaction of such conditions set forth in the
award, the Restricted Ordinary Shares which have not vested shall be
forfeited and any purchase price paid by the employee shall be returned to
the employee. At the time Restricted Ordinary Shares vest (and, if the
employee has been issued legended certificates of Restricted Ordinary
Shares, upon the return of such certificates to the Company), a certificate
for such vested shares shall be delivered to the employee (or the
Beneficiary designated by the employee in the event of death), free of all
restrictions.
(iii) Notwithstanding the vesting conditions set forth in the Restricted
Ordinary Shares award, (i) the Committee may in its discretion accelerate
the vesting of Restricted Ordinary Shares at any time, and (ii) all
Restricted Ordinary Shares shall vest upon a Change of Control of the
Company.
3.2 PERFORMANCE AWARDS UNDER SECTION 162(M) OF THE CODE
The Committee shall have the right to designate awards of Restricted
Ordinary Shares as "Performance Awards." Notwithstanding any other provisions
of this Article III, awards so designated shall be granted and administered in a
manner designed to preserve the deductibility of the compensation resulting from
such awards in accordance with Section 162(m) of the Code. The grant or vesting
of a Performance Award shall be subject to the achievement of performance
objectives (the "Performance Objectives") established by the Committee based on
one or more of the following criteria, in each case applied to the Company on a
consolidated basis and/or to a business unit, and either as an absolute measure
or as a measure of comparative performance relative to a peer group of
companies: sales, operating profits, operating profits before interest expense
and taxes, net earnings, earnings per share, return on equity, return on assets,
return on invested
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capital, total shareholder return, cash flow, debt to equity ratio, market
share, share price, economic value added, and market value added.
The Performance Objectives for a particular Performance Award relative to a
particular fiscal year shall be established by the Committee in writing no later
than 90 days after the beginning of such year. The Committee shall have the
authority to determine whether the Performance Objectives and other terms and
conditions of the award are satisfied, and the Committee's determination as to
the achievement of Performance Objectives relating to a Performance Award shall
be made in writing. The Committee shall have discretion to modify or waive the
Performance Objectives or conditions to the grant or vesting of a Performance
Award only to the extent that the exercise of such discretion would not cause
the Performance Award to fail to qualify as "performance-based compensation"
within the meaning of Section 162(m) of the Code.
3.3 SUPPLEMENTAL PAYMENT ON VESTING OF RESTRICTED ORDINARY SHARES
The Committee, either at the time of grant or at the time of vesting of
Restricted Ordinary Shares, may provide for a Supplemental Payment by the
Company to the employee in an amount specified by the Committee which shall not
exceed the amount necessary to pay the federal income tax payable with respect
to both the vesting of the Restricted Ordinary Shares and receipt of the
Supplemental Payment, assuming the employee is taxed at the maximum effective
federal income tax rate applicable thereto and has not elected to recognize
income with respect to the Restricted Ordinary Shares before the date such
Restricted Ordinary Shares vest. The Supplemental Payment shall be paid within
30 days of each date that Restricted Ordinary Shares vest. The Committee shall
have the discretion to grant Supplemental Payments that are payable solely in
cash or Supplemental Payments that are payable in cash, Ordinary Shares, or a
combination of both, as determined by the Committee at the time of payment.
IV. SHARE OPTIONS OR FREESTANDING SHARE APPRECIATION RIGHTS
FOR DIRECTORS
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, if such
person is not then residing in Norway, or (ii) a freestanding SAR with respect
to 4,000 Ordinary Shares, 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 4,000 Ordinary Shares, if such person is not
then residing in Norway, or (ii) a freestanding SAR with respect to 4,000
Ordinary Shares, if such person is then residing in Norway.
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4.2 TERMS AND CONDITIONS OF OPTIONS
Each Option granted under this Article shall have the following terms and
conditions:
(a) Option Price. The option price per share shall be the closing sales price
of an Ordinary Share on the date the Option is granted (or, if the Ordinary
Shares are not traded on such date, on the immediately preceding date on
which the Ordinary Shares are traded).
(b) Term of Option. Each Option shall expire ten years from the date of grant,
except as provided in Section 4.2(c) with respect to the death of an
optionee. No Option shall be exercised after the expiration of its term.
(c) Exercise of Options. Subject to Section 4.2(g) and the remainder of this
paragraph, each Option shall become exercisable in installments as follows:
(1) a total of 1,333 Ordinary Shares may be purchased through exercise of
the 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
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
Option on or after the third anniversary of the date of grant. If a
Participant ceases to be a Director of the Company as a result of death,
disability, or retirement from the Board of Directors on his Retirement
Date (as defined in Section 4.2(i)), each Option shall immediately become
fully exercisable and shall remain exercisable for the remainder of its
term, except that an Option which is outstanding on the date of an
optionee's death shall remain outstanding and exercisable for a term of the
greater of ten years from the date of grant or one year after the
optionee's death. If a Participant ceases to be a Director of the Company
for any reason not set forth in the preceding sentence, no additional
portions of the Option will become exercisable, and the portion of the
Option that is then exercisable shall expire if not exercised within 60
days after cessation of service as a Director. An Option may be exercised
in accordance with its terms as to any or all shares purchasable
thereunder.
(d) Payment for Shares. Payment for shares as to which an Option is exercised
shall be made in cash, Ordinary Shares or a combination thereof, in the
discretion of the Participant, or in such other manner as the Committee in
its discretion may provide. Ordinary Shares delivered in payment of the
Option price shall be valued at the average of the high and low prices of
such Shares on the date of exercise (or, if the Ordinary Shares are not
traded on such date, at the weighted average of the high and low prices on
the nearest trading dates before and after such date).
(e) Nontransferability of Options. No Option or any interest therein shall be
transferable by the Participant other than by will or by the laws of
descent and distribution. During a Participant's lifetime, all Options
shall be exercisable only by such Participant or by the guardian or legal
representative of the Participant.
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(f) Shareholder Rights. The holder of an Option shall, as such, have none of
the rights of a shareholder.
(g) Change of Control. Notwithstanding any other provisions of the Plan, upon
the occurrence of a Change of Control (as defined in Section 6.10) all
Options outstanding at the time of such Change of Control shall become
immediately exercisable and shall remain exercisable for the remainder of
their term.
(h) Tax Status. The Options granted under this Article shall be "non-
qualified" options, and shall not be incentive stock options as defined in
Section 422 of the Code.
(i) Retirement Date. For purposes of this Article, a Participant's Retirement
Date shall mean the date on which the Participant shall be required to
retire from the Board of Directors under the retirement policies of the
Board of Directors as in effect on the date of the Participant's
retirement.
4.3 TERMS AND CONDITIONS OF FREESTANDING SHARE APPRECIATION RIGHTS
Each Freestanding Share Appreciation Right granted under this Article shall
have the following terms and conditions:
(a) Base Price and Appreciation. The base price of the SAR shall be the
closing sales price of an Ordinary Share on the date the SAR is granted
(or, if the Ordinary Shares are not traded on such date, on the immediately
preceding date on which the Ordinary Shares are traded). Upon exercise of
an SAR, the holder shall receive, for each share with respect to which the
SAR is exercised, an amount (the "Appreciation") equal to the amount by
which the fair market value of an Ordinary Share on the date of exercise of
the SAR exceeds the base price of the SAR. For purposes of the preceding
sentence, the fair market value of an Ordinary Share shall be the average
of the high and low prices of such share as reported on the New York Stock
Exchange composite tape. The Appreciation shall be payable in cash and
shall be paid within 30 days of the exercise of the SAR.
(b) Term of SAR. Each SAR shall expire ten years from the date of grant,
except as provided in Section 4.3(c) with respect to the death of a
Participant. No SAR shall be exercised after the expiration of its term.
(c) Exercise of SARs. Subject to Section 4.3(f) and the remainder of this
paragraph, each SAR shall become exercisable in installments as follows:
(1) the 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 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 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. If a Participant ceases to be
a Director of the Company as a result of death, disability, or retirement
from the Board of Directors on his
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Retirement Date (as defined in Section 4.2(i)), each SAR shall immediately
become fully exercisable and shall remain exercisable for the remainder of
its term, except that notwithstanding the term of the SAR, an SAR which is
outstanding on the date of a Participant's death shall remain outstanding
and exercisable for a term of the greater of ten years from the date of
grant or one year after the Participant's death. If a Participant ceases to
be a Director of the Company for any reason not set forth in the preceding
sentence, no additional portions of the SAR will become exercisable, and
the portion of the SAR that is then exercisable shall expire if not
exercised within 60 days after cessation of service as a Director. An SAR
may be exercised in accordance with its terms in whole or in part.
(d) Nontransferability of SARs. No SAR or any interest therein shall be
transferable by the Participant other than by will or by the laws of
descent and distribution. During a Participant's lifetime, all SARs shall
be exercisable only by such Participant or by the guardian or legal
representative of the Participant.
(e) Shareholder Rights. The holder of an SAR shall, as such, have none of the
rights of a shareholder.
(f) Change of Control. Notwithstanding any other provisions of the Plan, upon
the occurrence of a Change of Control (as defined in Section 6.10) all SARs
outstanding at the time of such Change of Control shall become immediately
exercisable and shall remain exercisable for the remainder of their term.
(g) Special Provisions. Notwithstanding the foregoing provisions of Section
4.3, the freestanding SARs granted to Eligible Directors residing in Norway
who were first elected to the Board of Directors in 1996 (and who waived
the grant of an Option to which they were then entitled under the terms of
the Plan as then in effect) with respect to their initial election to the
Board of Directors (i) shall have a base price equal to the closing sales
price of the Ordinary Shares on the date of their initial election, and
(ii) shall have exercise and expiration dates determined as if such SARs
had been granted on the date of their initial election.
4.4 SUPPLEMENTAL PAYMENT ON EXERCISE OF PRIOR AWARDS OF OPTIONS OR SARS
(a) Supplemental Payments. Within 30 days of each date that an Option or SAR
granted prior to the date of this Amendment and Restatement is exercised, a
Supplemental Payment shall be paid to the Participant (or to the
Participant's Beneficiary in the event of death), in cash, in an amount
equal to the amount necessary to pay the income tax payable to the national
government where the Director resides with respect to both the exercise of
such Option or SAR and receipt of the Supplemental Payment, assuming the
Participant is taxed at the maximum effective income tax rate applicable
thereto; provided, however, that no such payment shall be made if the
Participant has waived his right to the payment pursuant to Section 4.4(b).
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(b) Waiver. The Committee may grant an additional Option or SAR, as
applicable, to any Participant who agrees in writing to waive the right to
receive a supplemental cash payment under Section 4.4(a). Such Option or
SAR shall be immediately exercisable. All other provisions of Section 4.2
or 4.3 will apply as though the date of acceptance of the Option or SAR
were the date of grant. Notwithstanding the foregoing, however, in no
event shall (i) the number of Ordinary Shares subject to this Section
4.4(b) exceed 50,000, or (ii) the number of SARs subject to this Section
4.4(b) exceed 50,000.
V. CASH PERFORMANCE AWARDS
5.1 TERMS AND CONDITIONS OF CASH PERFORMANCE AWARDS
A "Cash Award" is a cash bonus paid solely on account of the attainment of
one or more objective performance goals that have been preestablished by the
Committee. Each Cash Award shall be subject to such terms and conditions,
restrictions and contingencies, if any, as the Committee shall determine.
Restrictions and contingencies limiting the right to receive a cash payment
pursuant to a Cash Award shall be based on the achievement of single or multiple
performance goals over a performance period established by the Committee. No
employee shall receive Cash Awards during any calendar year aggregating in
excess of $1 million.
5.2 PERFORMANCE OBJECTIVES UNDER SECTION 162(M) OF THE CODE
The Committee shall have the right to designate Cash Awards as "Cash
Performance Awards." Notwithstanding any other provisions of this Article V,
awards so designated shall be granted and administered in a manner designed to
preserve the deductibility of the compensation resulting from such awards in
accordance with Section 162(m) of the Code. The payment of a Cash Performance
Award shall be subject to the achievement of performance objectives (the
"Performance Objectives") established by the Committee based on one or more of
the following criteria, in each case applied to the Company on a consolidated
basis and/or to a business unit, and either as an absolute measure or as a
measure of comparative performance relative to a peer group of companies: sales,
operating profits, operating profits before interest expense and taxes, net
earnings, earnings per share, return on equity, return on assets, return on
invested capital, total shareholder return, cash flow, debt to equity ratio,
market share, share price, economic value added, and market value added.
The Performance Objectives for a particular Cash Performance Award relative
to a particular fiscal year shall be established by the Committee in writing no
later than 90 days after the beginning of such year. The Committee shall have
the authority to determine whether the Performance Objectives and other terms
and conditions of the award are satisfied, and the Committee's determination as
to the achievement of Performance Objectives relating to a Cash Performance
Award shall be made in writing.
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VI. ADDITIONAL PROVISIONS
6.1 GENERAL RESTRICTIONS
Each award under the Plan shall be subject to the requirement that, if at
any time the Committee shall determine that (i) the listing, registration or
qualification of the Ordinary Shares subject or related thereto upon any
securities exchange or under any state or federal law, or (ii) the consent or
approval of any government regulatory body, or (iii) an agreement by the
recipient of an award with respect to the disposition of Ordinary Shares is
necessary or desirable (in connection with any requirement or interpretation of
any federal or state securities law, rule or regulation) as a condition of, or
in connection with, the granting of such award or the issuance, purchase or
delivery of Ordinary Shares thereunder, such award may not be consummated in
whole or in part unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any
conditions not acceptable to the Committee.
6.2 ADJUSTMENTS FOR CHANGES IN CAPITALIZATION
In the event of a scheme of arrangement, reorganization, recapitalization,
Ordinary Share split, Ordinary Share dividend, combination of shares, rights
offer, liquidation, dissolution, merger, consolidation, spin-off, sale of
assets, payment of an extraordinary cash dividend, or any other change in or
affecting the corporate structure or capitalization of the Company, the
Committee shall make appropriate adjustment in the number and kind of shares
authorized by the Plan (including any limitations on individual awards), in the
number, price or kind of shares covered by the awards and in any outstanding
awards under the Plan; provided, however, that no such adjustment shall increase
the aggregate value of any outstanding award.
6.3 AMENDMENTS
(a) The Board of Directors may amend the Plan from time to time. No such
amendment shall require approval by the shareholders unless shareholder
approval is required to satisfy Rule 16b-3 under the Securities Exchange
Act of 1934 or Section 162(m) of the Code, or by applicable law or Stock
exchange requirements.
(b) The Committee shall have the authority to amend any grant to include any
provision which, at the time of such amendment, is authorized under the
terms of the Plan; however, no outstanding award may be revoked or altered
in a manner unfavorable to the holder without the written consent of the
holder.
(c) If a Participant has ceased or will cease to be a Director of the Company
for the convenience of the Company (as determined by the Board of
Directors), the Board of Directors may amend all or any portion of such
Participant's Options or SARs so as to make such Options or SARs fully
exercisable and/or specify a schedule upon which they become exercisable,
and/or permit all or any portion of such Options or SARs to remain
exercisable for such period designated by it, but not beyond the expiration
of the term
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established pursuant to Section 4.2(b) or 4.3(b). A Participant shall not
participate in the deliberations or vote by the Board of Directors under
this paragraph with respect to his Options or SARs. The exercise periods of
Options or SARs established by the Board of Directors pursuant to this
paragraph shall override the provisions of Section 4.2(c) or 4.3(c) to the
extent inconsistent therewith.
6.4 CANCELLATION OF AWARDS
Any award granted under Articles II and III of the Plan may be canceled at
any time with the consent of the holder and a new award may be granted to such
holder in lieu thereof, which award may, in the discretion of the Committee, be
on more favorable terms and conditions than the canceled award; provided,
however, that the Committee may not reduce the exercise or base price of
outstanding Options or SARs where the existing exercise or base price is higher
than the then current market price of the Ordinary Shares.
6.5 BENEFICIARY
An employee or Participant may file with the Company a written designation
of Beneficiary, on such form as may be prescribed by the Committee, to receive
any Options, SARs, Restricted Shares, Ordinary Shares and Supplemental Payments
that become deliverable to the employee or Participant pursuant to the Plan
after the employee's or Participant's death. An employee or Participant may,
from time to time, amend or revoke a designation of Beneficiary. If no
designated Beneficiary survives the employee or Participant, the executor or
administrator of the employee's or Participant's estate shall be deemed to be
the employee's or Participant's Beneficiary.
6.6 WITHHOLDING
(a) Whenever the Company proposes or is required to issue or transfer Ordinary
Shares under the Plan, the Company shall have the right to require the
award holder to remit to the Company an amount sufficient to satisfy any
applicable withholding tax liability prior to the delivery of any
certificate for such shares. Whenever under the Plan payments are to be
made in cash, such payments shall be net of an amount sufficient to satisfy
any withholding tax liability.
(b) An employee entitled to receive Ordinary Shares under the Plan who has not
received a cash Supplemental Payment may elect to have the withholding tax
liability (or a specified portion thereof) with respect to such Ordinary
Shares satisfied by having the Company withhold from the shares otherwise
deliverable to the employee Ordinary Shares having a value equal to the
amount of the tax liability to be satisfied with respect to the Ordinary
Shares. An election to have all or a portion of the tax liability
satisfied using Ordinary Shares shall comply with such requirements as may
be imposed by the Committee.
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6.7 NON-ASSIGNABILITY
Except as expressly provided in the Plan, no award under the Plan shall be
assignable or transferable by the holder thereof except by will or by the laws
of descent and distribution. During the life of the holder, awards under the
Plan shall be exercisable only by such holder or by the guardian or legal
representative of such holder.
6.8 NON-UNIFORM DETERMINATIONS
Determinations by the Committee under the Plan (including, without
limitation, determinations of the persons to receive awards under Articles II
and III; the form, amount and timing of such awards; the terms and provisions of
such awards and the agreements evidencing same; and provisions with respect to
termination of employment) need not be uniform and may be made by it selectively
among persons who receive, or are eligible to receive, awards under the Plan,
whether or not such persons are similarly situated.
6.9 NO GUARANTEE OF EMPLOYMENT OR DIRECTORSHIP
The grant of an award under the Plan shall not constitute an assurance of
continued employment for any period or any obligation of the Board of Directors
to nominate any Director for re-election by the Company's shareholders.
6.10 CHANGE OF CONTROL
A "Change of Control" means:
(a) The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either (i) the then outstanding ordinary shares of the Company (the
"Outstanding Company Ordinary Shares") or (ii) the combined voting power of
the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this subsection (a),
the following acquisitions shall not constitute a Change of Control: (i)
any acquisition directly from the Company, (ii) any acquisition by the
Company, (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation or other
entity controlled by the Company or (iv) any acquisition by any corporation
or other entity pursuant to a transaction which complies with clauses (i),
(ii) and (iii) of subsection (c) of this Section 6.10; or
(b) Individuals who, as of the date hereof, constitute the Board of the Company
(the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board of the Company; provided, however, that for purposes
of this Section 6.10 any individual becoming a director subsequent to the
date hereof whose election, or
16
<PAGE>
nomination for election by the Company's shareholders, was approved by a
vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board of the Company; or
(c) Consummation of a scheme of arrangement, reorganization, merger or
consolidation or sale or other disposition of all or substantially all of
the assets of the Company (a "Business Combination"), in each case, unless,
following such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of
the Outstanding Company Ordinary Shares and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of, respectively, the then
outstanding ordinary shares or shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
corporation or other entity resulting from such Business Combination
(including, without limitation, a corporation or other entity which as a
result of such transaction owns the Company or all or substantially all of
the Company's assets either directly or through one or more subsidiaries)
in substantially the same proportions as their ownership, immediately prior
to such Business Combination of the Outstanding Company Ordinary Shares and
Outstanding Company Voting Securities, as the case may be, (ii) no Person
(excluding any corporation or other entity resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company
or such corporation or other entity resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding ordinary shares or shares of common
stock of the corporation or other entity resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation or other entity except to the extent that
such ownership existed prior to the Business Combination and (iii) at least
a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent
Board at the time of the action of the Board of the Company providing for
such Business Combination; or
(d) Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.
6.11 DURATION AND TERMINATION
(a) The Plan shall be of unlimited duration. Notwithstanding the foregoing, no
incentive Share option (within the meaning of Section 422 of the Code)
shall be granted under the Plan, and no Options or SARs shall be granted
under the Plan to Eligible Directors under Article IV, after May 1, 2003,
but awards granted prior to such dates may extend beyond such dates, and
the terms of this Plan shall continue to apply to all awards granted
hereunder.
17
<PAGE>
(b) The Board of Directors may discontinue or terminate the Plan at any time.
Such action shall not impair any of the rights of any holder of any award
outstanding on the date of the Plan's discontinuance or termination without
the holder's written consent.
6.12 EFFECTIVE DATE
The Plan was originally effective May 1, 1993. The Plan was amended and
restated effective March 13, 1997 and March 12, 1998 and amended effective May
14, 1999. This amendment and restatement of the Plan was adopted by the
Compensation Committee of the Board of Directors effective January 1, 2000, and
the increase in the number of Ordinary Shares reserved for issuance under the
Plan and the increase in the aggregate number of Ordinary Shares subject to
awards of freestanding SARs to employees was approved by the holders of a
majority of issued and outstanding Ordinary Shares at the extraordinary general
shareholders' meeting held on December 10, 1999.
IN WITNESS WHEREOF, this document has been executed effective as of
January 1, 2000.
TRANSOCEAN SEDCO FOREX INC.
By: /s/ Eric B. Brown
-------------------------
Eric B. Brown
Corporate Secretary
18
<PAGE>
EXHIBIT 5.1
WALKERS
Attorneys-at-Law
P.O. Box 265GT, Walker House,
Grand Cayman, Cayman Islands
Tel: (345) 949-0100 Fax: (345) 949-7886
Email: [email protected]
TRANSOCEAN SEDCO FOREX INC.
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
UNITED STATES OF AMERICA
January 11, 2000
Gentlemen,
VALIDITY OF ISSUE OF ORDINARY SHARES OF TRANSOCEAN SEDCO FOREX INC., A CAYMAN
ISLANDS EXEMPTED COMPANY.
We have acted as special Cayman Islands counsel to Transocean Sedco Forex Inc.,
a Cayman Islands exempted company ("TRANSOCEAN"), in connection with its
amendment of its Long-Term Incentive Plan (the "LTIP") and its Employee Stock
Purchase Plan (the "ESPP"), including a reservation of additional Transocean
ordinary shares, of a par or nominal value of US$0.01 per share ("ORDINARY
SHARES"), to be issued under the terms of the LTIP and the ESPP. Under the
amendment to the LTIP, Transocean reserved an additional 7,000,000 Ordinary
Shares for issuance, including increases of 200,000 Ordinary Shares subject to
issuance to outside directors and of 150,000 Ordinary Shares subject to awards
of freestanding share appreciation rights. Under the amendment to the ESPP,
Transocean reserved an additional 500,000 Ordinary Shares for issuance.
We have been asked to provide this legal opinion to you in connection
with Transocean's filing of the Registration Statements on Form S-8, pursuant to
the Securities Act of 1933, as amended, to register the additional shares
issuable under the LTIP and the ESPP and any additional registration statements
or post-effective amendments thereto filed by Transocean pursuant to Rule 462(b)
under the Securities Act of 1933, as amended ("462(b) REGISTRATION STATEMENTS").
For the purposes of giving this opinion, we have examined the documents listed
in Schedule 1.
In giving this opinion we have relied upon the assumptions set out in Schedule 2
hereto, which we have not independently verified.
<PAGE>
We are Attorneys-at-Law in the Cayman Islands and express no opinion as to any
laws other than the laws of the Cayman Islands in force and as interpreted at
the date hereof.
Based upon the foregoing examinations and assumptions and upon such searches as
we have conducted and having regard to legal considerations which we deem
relevant, we are of the opinion that under the laws of the Cayman Islands:
When issued and sold pursuant to the provisions of the LTIP and the ESPP,
as applicable, the Ordinary Shares will be recognized as having been duly
authorised, and validly issued, fully paid and non-assessable.
This opinion is limited to the matters referred to herein and shall not be
construed as extending to any other matter or document not referred to herein.
This opinion is given solely for your benefit, the benefit of your legal
advisers acting in that capacity in relation to this transaction and the
shareholders of Transocean and may not be relied upon by any other person
without our prior written consent. This opinion is governed by and shall be
construed in accordance with the laws of the Cayman Islands.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statements on Form S-8 that are referred to herein and any related
462(b) Registration Statement. In giving this consent we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the SEC
thereunder.
Yours faithfully,
/s/Walkers
WALKERS
2
<PAGE>
SCHEDULE 1
LIST OF DOCUMENTS EXAMINED
1. The Memorandum and Articles of Association of Transocean.
2. The Resolutions adopted by the Board of Directors of Transocean pursuant to
their meeting of September 9, 1999.
3. The Resolutions adopted by the shareholders of Transocean at an
extraordinary general meeting of Transocean shareholders held on December 10,
1999.
4. Such other documents as we have considered necessary for the purposes of
rendering this opinion.
The documents at paragraphs 2 and 3 above are referred to in this opinion as the
"RESOLUTIONS".
3
<PAGE>
SCHEDULE 2
ASSUMPTIONS
The opinions hereinbefore given are based upon the following assumptions insofar
as each such assumption may relate to the opinions given:
1. All original documents are authentic, that all signatures and seals are
genuine, that all documents purporting to be sealed have been so sealed and that
all copies conform to their originals.
2. The Minute Book of Transocean supplied to us on January 4, 2000 by
Transocean contain a complete record of the business transacted by it.
3. The corporate records of Transocean supplied to us on January 4, 2000 by
Transocean constitute its complete corporate records and that all matters
required by law to be recorded therein are so recorded.
4. From the date of the Resolutions, no corporate or other action has been
taken by Transocean to amend, alter or repeal the Resolutions.
4
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Transocean Sedco Forex Inc. of our report dated
August 6, 1999 relating to the financial statements of Sedco Forex Holdings
Limited, which appears in the registrant's prospectus filed pursuant to Rule
424(b)(3) under the Securities Act on November 1, 1999.
PricewaterhouseCoopers LLP
New York, NY
January 7, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Long-Term Incentive Plan of Transocean Sedco Forex Inc.
of our report dated January 26, 1999, with respect to the consolidated financial
statements of Transocean Offshore Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Houston, Texas
January 7, 2000
<PAGE>
EXHIBIT 24.1
TRANSOCEAN SEDCO FOREX
FORMS S-8
TRANSOCEAN SEDCO FOREX INC.
Power of Attorney
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands corporation
(the "Company"), intends to file with the U.S. Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder,
(i) a post-effective amendment on Form S-8 to the Company's registration
statement on Form S-4 filed October 26, 1999 for the registration of ordinary
shares issuable to Sedco Forex employees pursuant to options to be granted such
employees in connection with the Company's merger with Sedco Forex Holdings
Limited, such options to be granted under the Sedco Forex Employees Option Plan,
(ii) a registration statement on Form S-8 for the registration of 7,000,000
additional ordinary shares issuable under the Company's Long-Term Incentive
Plan, and (iii) a registration statement on Form S-8 for the registration of
500,000 additional ordinary shares issuable under the Company's Employee Stock
Purchase Plan, together in each case with any and all exhibits, documents and
other instruments and documents necessary, advisable or appropriate in
connection therewith, including any amendments thereto (the "Forms S-8");
NOW, THEREFORE, the undersigned, in his capacity as Chairman of the
Board of the Company, does hereby appoint Eric B. Brown, Nicolas J. Evanoff,
William E. Turcotte, Ricardo Rosa and Brenda S. Masters, and each of them
severally, his true and lawful attorney or attorneys with power to act with or
without the other, and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as Chairman of the Board
of the Company, the Forms S-8 and any and all amendments thereto, including any
and all exhibits and other instruments and documents said attorney or attorneys
shall deem necessary, appropriate or advisable in connection therewith, and to
file the same with the Commission and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 10th day of January, 2000.
/s/ Victor E. Grijalva
--------------------------
Victor E. Grijalva
<PAGE>
TRANSOCEAN SEDCO FOREX
FORMS S-8
TRANSOCEAN SEDCO FOREX INC.
Power of Attorney
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands corporation
(the "Company"), intends to file with the U.S. Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder,
(i) a post-effective amendment on Form S-8 to the Company's registration
statement on Form S-4 filed October 26, 1999 for the registration of ordinary
shares issuable to Sedco Forex employees pursuant to options to be granted such
employees in connection with the Company's merger with Sedco Forex Holdings
Limited, such options to be granted under the Sedco Forex Employees Option Plan,
(ii) a registration statement on Form S-8 for the registration of 7,000,000
additional ordinary shares issuable under the Company's Long-Term Incentive
Plan, and (iii) a registration statement on Form S-8 for the registration of
500,000 additional ordinary shares issuable under the Company's Employee Stock
Purchase Plan, together in each case with any and all exhibits, documents and
other instruments and documents necessary, advisable or appropriate in
connection therewith, including any amendments thereto (the "Forms S-8");
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Eric B. Brown, Nicolas J. Evanoff, William E.
Turcotte, Ricardo Rosa and Brenda S. Masters, and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other, and with full power of substitution and resubstitution, to execute in his
name, place and stead, in his capacity as a director of the Company, the Forms
S-8 and any and all amendments thereto, including any and all exhibits and other
instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 10th day of January, 2000.
/s/ Richard D. Kinder
-----------------------
Richard D. Kinder
2
<PAGE>
TRANSOCEAN SEDCO FOREX
FORMS S-8
TRANSOCEAN SEDCO FOREX INC.
Power of Attorney
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands corporation
(the "Company"), intends to file with the U.S. Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder,
(i) a post-effective amendment on Form S-8 to the Company's registration
statement on Form S-4 filed October 26, 1999 for the registration of ordinary
shares issuable to Sedco Forex employees pursuant to options to be granted such
employees in connection with the Company's merger with Sedco Forex Holdings
Limited, such options to be granted under the Sedco Forex Employees Option Plan,
(ii) a registration statement on Form S-8 for the registration of 7,000,000
additional ordinary shares issuable under the Company's Long-Term Incentive
Plan, and (iii) a registration statement on Form S-8 for the registration of
500,000 additional ordinary shares issuable under the Company's Employee Stock
Purchase Plan, together in each case with any and all exhibits, documents and
other instruments and documents necessary, advisable or appropriate in
connection therewith, including any amendments thereto (the "Forms S-8");
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Eric B. Brown, Nicolas J. Evanoff, William E.
Turcotte, Ricardo Rosa and Brenda S. Masters, and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other, and with full power of substitution and resubstitution, to execute in his
name, place and stead, in his capacity as a director of the Company, the Forms
S-8 and any and all amendments thereto, including any and all exhibits and other
instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 10th day of January, 2000.
/s/ Ronald L. Kuehn, Jr.
--------------------------
Ronald L. Kuehn, Jr.
3
<PAGE>
TRANSOCEAN SEDCO FOREX
FORMS S-8
TRANSOCEAN SEDCO FOREX INC.
Power of Attorney
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands corporation
(the "Company"), intends to file with the U.S. Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder,
(i) a post-effective amendment on Form S-8 to the Company's registration
statement on Form S-4 filed October 26, 1999 for the registration of ordinary
shares issuable to Sedco Forex employees pursuant to options to be granted such
employees in connection with the Company's merger with Sedco Forex Holdings
Limited, such options to be granted under the Sedco Forex Employees Option Plan,
(ii) a registration statement on Form S-8 for the registration of 7,000,000
additional ordinary shares issuable under the Company's Long-Term Incentive
Plan, and (iii) a registration statement on Form S-8 for the registration of
500,000 additional ordinary shares issuable under the Company's Employee Stock
Purchase Plan, together in each case with any and all exhibits, documents and
other instruments and documents necessary, advisable or appropriate in
connection therewith, including any amendments thereto (the "Forms S-8");
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Eric B. Brown, Nicolas J. Evanoff, William E.
Turcotte, Ricardo Rosa and Brenda S. Masters, and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other, and with full power of substitution and resubstitution, to execute in his
name, place and stead, in his capacity as a director of the Company, the Forms
S-8 and any and all amendments thereto, including any and all exhibits and other
instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 10th day of January, 2000.
/s/ Martin B. McNamara
----------------------------
Martin B. McNamara
4
<PAGE>
TRANSOCEAN SEDCO FOREX
FORMS S-8
TRANSOCEAN SEDCO FOREX INC.
Power of Attorney
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands corporation
(the "Company"), intends to file with the U.S. Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder,
(i) a post-effective amendment on Form S-8 to the Company's registration
statement on Form S-4 filed October 26, 1999 for the registration of ordinary
shares issuable to Sedco Forex employees pursuant to options to be granted such
employees in connection with the Company's merger with Sedco Forex Holdings
Limited, such options to be granted under the Sedco Forex Employees Option Plan,
(ii) a registration statement on Form S-8 for the registration of 7,000,000
additional ordinary shares issuable under the Company's Long-Term Incentive
Plan, and (iii) a registration statement on Form S-8 for the registration of
500,000 additional ordinary shares issuable under the Company's Employee Stock
Purchase Plan, together in each case with any and all exhibits, documents and
other instruments and documents necessary, advisable or appropriate in
connection therewith, including any amendments thereto (the "Forms S-8");
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Eric B. Brown, Nicolas J. Evanoff, William E.
Turcotte, Ricardo Rosa and Brenda S. Masters, and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other, and with full power of substitution and resubstitution, to execute in his
name, place and stead, in his capacity as a director of the Company, the Forms
S-8 and any and all amendments thereto, including any and all exhibits and other
instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 10th day of January, 2000.
/s/ Alain Roger
------------------------
Alain Roger
5
<PAGE>
TRANSOCEAN SEDCO FOREX
FORMS S-8
TRANSOCEAN SEDCO FOREX INC.
Power of Attorney
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands corporation
(the "Company"), intends to file with the U.S. Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder,
(i) a post-effective amendment on Form S-8 to the Company's registration
statement on Form S-4 filed October 26, 1999 for the registration of ordinary
shares issuable to Sedco Forex employees pursuant to options to be granted such
employees in connection with the Company's merger with Sedco Forex Holdings
Limited, such options to be granted under the Sedco Forex Employees Option Plan,
(ii) a registration statement on Form S-8 for the registration of 7,000,000
additional ordinary shares issuable under the Company's Long-Term Incentive
Plan, and (iii) a registration statement on Form S-8 for the registration of
500,000 additional ordinary shares issuable under the Company's Employee Stock
Purchase Plan, together in each case with any and all exhibits, documents and
other instruments and documents necessary, advisable or appropriate in
connection therewith, including any amendments thereto (the "Forms S-8");
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Eric B. Brown, Nicolas J. Evanoff, William E.
Turcotte, Ricardo Rosa and Brenda S. Masters, and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other, and with full power of substitution and resubstitution, to execute in his
name, place and stead, in his capacity as a director of the Company, the Forms
S-8 and any and all amendments thereto, including any and all exhibits and other
instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 10th day of January, 2000.
/s/ Ian C. Strachan
------------------------
Ian C. Strachan
6
