<PAGE>
As filed with the Securities and Exchange Commission on January 12, 2000
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT ON FORM S-8
TO FORM S-4 REGISTRATION STATEMENT
AND
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)
SEDCO FOREX EMPLOYEES OPTION 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 Amount To Be Offering Price Per Aggregate Offering Amount of
To Be Registered Registered(1) Share(2) Price(2) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares, par 206,660 $30.06 $6,212,200 $1,640
value $.01 per share
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act, this registration statement
also covers such indeterminate number of additional ordinary shares as is
necessary to eliminate any dilutive effect of any future stock split or
stock dividend.
(2) Estimated pursuant to Rules 457(c) and (h) of the Securities Act 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.
THE POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO THE REGISTRANT'S REGISTRATION
STATEMENT ON FORM S-4 (REG. NO. 333-89727) RELATES TO 303,340 PREVIOUSLY
REGISTERED ORDINARY SHARES, PAR VALUE $.01 PER SHARE, OF TRANSOCEAN FOR ISSUANCE
PURSUANT TO THE SEDCO FOREX EMPLOYEE OPTION PLAN.
- --------------------------------------------------------------------------------
<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)
*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
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
on January 12, 2000)
*4.3 Agreement and Plan of Merger dated as of July 12, 1999 among Schlumberger
Limited, Sedco Forex Holdings Limited, Transocean Offshore Inc. and Transocean
SF Limited (incorporated by reference to Annex A to the joint proxy
statement/prospectus included in the registrant's registration statement on Form
S-4 (Registration No. 333-89727) dated October 26, 1999)
4.4 Employee Matters Agreement dated as of December 13, 1999 among Schlumberger
Limited, Sedco Forex Holdings Limited and Transocean Offshore Inc.
4.5 Sedco Forex Employees Option Plan of Transocean Sedco Forex Inc.
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
II-4
<PAGE>
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 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.
SIGNATURE TITLE
--------- -----
/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
*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 Agreement and Plan of Merger dated as of July 12, 1999 among Schlumberger
Limited, Sedco Forex Holdings Limited, Transocean Offshore Inc. and Transocean
SF Limited (incorporated by reference to Annex A to the joint proxy
statement/prospectus included in the registrant's registration statement on Form
S-4 (Registration No. 333-89727) dated October 26, 1999)
4.4 Employee Matters Agreement dated as of December 13, 1999 among Schlumberger
Limited, Sedco Forex Holdings Limited and Transocean Offshore Inc.
4.5 Sedco Forex Employees Option Plan of Transocean Sedco Forex Inc.
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 4.4
EMPLOYEE MATTERS AGREEMENT
(Dated as of December 13, 1999)
<PAGE>
EMPLOYEE MATTERS AGREEMENT
INDEX
<TABLE>
<CAPTION>
Page
------
<S> <C>
ARTICLE I ALLOCATION OF EMPLOYEES...................................................................................... 2
1.1 Identification of Sedco Forex Employees........................................................................ 2
1.2 Transfer of Employees.......................................................................................... 2
1.3 Certain Employees.............................................................................................. 2
ARTICLE II BENEFITS OBLIGATIONS FOLLOWING THE DISTRIBUTION DATE........................................................ 3
2.1 In General..................................................................................................... 3
2.2 Sedco Forex Participation In Schlumberger Plans................................................................ 4
2.3 Employee Stock Purchase Plans.................................................................................. 5
2.4 Continued Eligibility for Certain Schlumberger Benefits........................................................ 6
2.5 Service Accrual for Benefit Eligibility under Schlumberger Plans............................................... 7
2.6 Local Law And Union Exceptions................................................................................. 7
2.7 Sedco Forex Plan Sponsorship................................................................................... 7
2.8 Administrative Obligations..................................................................................... 7
2.9 Certain Taxes.................................................................................................. 8
ARTICLE III DISPOSITION OF CERTAIN ACCRUED SCHLUMBERGER BENEFITS....................................................... 8
3.1 Discounted Stock Purchase Plan................................................................................. 8
3.2 Deferred Medical Plan.......................................................................................... 9
3.3 IS Plans....................................................................................................... 9
3.4 Sedco Forex Resources Savings and Profit Sharing Plan and Sedco Forex Profit Sharing Plan for
Citizens of the United States of America Employed Abroad...................................................... 9
3.5 Qualified Plans............................................................................................... 10
3.6 Foreign Pension or Savings Plans.............................................................................. 10
3.7 Schlumberger Incentive Compensation Plan for 1999............................................................. 10
ARTICLE IV STOCK OPTIONS.............................................................................................. 11
4.1 Vested Options................................................................................................ 11
4.2 Non-Vested Options............................................................................................ 11
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
ARTICLE V ALLOCATION OF LIABILITIES................................................................................... 12
5.1 Liabilities Assumed By Sedco Forex............................................................................ 12
5.2 Liabilities Retained By Schlumberger.......................................................................... 13
ARTICLE VI GENERAL................................................................................................... 14
6.1 Cooperation.................................................................................................. 14
6.2 Payment of and Accounting Treatment for Balance Sheet Amounts................................................ 14
6.3 Plan Audits.................................................................................................. 14
6.4 Requests For Internal Revenue Service Rulings And United States Department Of Labor Opinions................. 15
6.5 Consent Of Third Parties..................................................................................... 15
6.6 Effect If Distribution Does Not Occur........................................................................ 16
6.7 Relationship Of Parties...................................................................................... 16
6.8 Affiliates................................................................................................... 16
6.9 Survival..................................................................................................... 16
6.10 Notices...................................................................................................... 16
6.11 Interpretation............................................................................................... 17
6.12 Governing Law................................................................................................ 18
6.13 No Assignment................................................................................................ 18
6.14 No Right To Continued Employment............................................................................. 18
6.15 No Third Party Beneficiaries; No Amendment Limitation........................................................ 18
6.16 Indemnification.............................................................................................. 18
6.17 Entire Agreement............................................................................................. 18
6.18 Counterparts................................................................................................. 18
6.19 Headings..................................................................................................... 19
6.20 Severability................................................................................................. 19
6.21 Amendment.................................................................................................... 19
6.22 Waiver....................................................................................................... 19
ARTICLE VII DEFINITIONS.............................................................................................. 19
Agreement.......................................................................................................... 19
Benefits Maintenance Period........................................................................................ 19
COBRA.............................................................................................................. 19
Contribution Period............................................................................................... 19
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Covered Countries................................................................................................. 20
CSI Plan.......................................................................................................... 20
CTI Plan.......................................................................................................... 20
Distribution...................................................................................................... 20
Distribution Agreement............................................................................................ 20
Distribution Date................................................................................................. 20
DM Plan........................................................................................................... 20
DSPP.............................................................................................................. 20
Employed Abroad Plan.............................................................................................. 20
Excluded Plans.................................................................................................... 21
Final Employee List............................................................................................... 21
French Sedco Forex Employees...................................................................................... 21
Home Country National............................................................................................. 21
IS Pension Plan................................................................................................... 21
IS Plans.......................................................................................................... 21
IS Profit Sharing Plan............................................................................................ 21
Liabilities....................................................................................................... 21
New Options....................................................................................................... 21
Non-Vested Options................................................................................................ 21
Plan.............................................................................................................. 21
Proposed Final Employee List...................................................................................... 22
Schlumberger...................................................................................................... 22
Schlumberger Common Stock......................................................................................... 22
Schlumberger Employees............................................................................................ 22
Schlumberger Funded Plan.......................................................................................... 22
Schlumberger Group................................................................................................ 22
Schlumberger Liabilities.......................................................................................... 22
Schlumberger Plans................................................................................................ 22
Sedco Forex....................................................................................................... 23
Sedco Forex Employees............................................................................................. 23
Sedco Forex Group................................................................................................. 23
Sedco Forex Liabilities........................................................................................... 23
</TABLE>
iii
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Shared Resources Employees........................................................................................ 23
Transocean........................................................................................................ 23
Transocean 423 Plan............................................................................................... 24
US Employee Profit Sharing Plans.................................................................................. 24
US Plan........................................................................................................... 24
Vested Options.................................................................................................... 24
</TABLE>
iv
<PAGE>
EMPLOYEE MATTERS AGREEMENT
RECITALS
WHEREAS, Schlumberger and Sedco Forex have entered into a Distribution
Agreement (the "Distribution Agreement") dated as of July 12, 1999 pursuant to
which Schlumberger has agreed to spin off the Sedco Forex Business (as defined
in the Distribution Agreement) by distributing the capital stock of Sedco Forex
to Schlumberger's shareholders; and
WHEREAS, Schlumberger, Sedco Forex and Transocean have entered into an
Agreement and Plan of Merger (the "Merger Agreement") dated as of July 12, 1999
pursuant to which a wholly owned subsidiary of Transocean will merge with and
into Sedco Forex directly following the spin-off (the "Merger"); and
WHEREAS, as provided in the Distribution Agreement, Schlumberger,
Transocean and Sedco Forex (collectively, the "Parties") are entering into this
Agreement for the purpose of allocating current and former employees and assets,
liabilities and responsibilities with respect to employee compensation, benefits
and other matters; and
WHEREAS, this Agreement is intended to embody and formalize the "Terms
of Employee Matters Agreement" attached as Exhibit A to the Distribution
Agreement and to supercede such terms in their entirety;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and in the Distribution Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
<PAGE>
ARTICLE I
ALLOCATION OF EMPLOYEES
1.1 IDENTIFICATION OF SEDCO FOREX EMPLOYEES
Schlumberger has previously provided Transocean a schedule of
projected Sedco Forex Employees. Transocean and Schlumberger shall consult and
mutually agree with respect to the headquarters or division staff employees of
Schlumberger (known as "Shared Resources" employees at Schlumberger, and
hereinafter referred to as "Shared Resources Employees") who shall be Sedco
Forex Employees. Such mutual agreement shall take into account the staffing
needs of both Transocean and Schlumberger following the Merger. Any unresolved
disputes regarding the identification of Shared Resources Employees as Sedco
Forex Employees shall be resolved by referral to the Chairman and Chief
Executive Officer of Transocean and the Vice Chairman of Schlumberger. Not
later than 15 days prior to the Distribution Date, Schlumberger shall provide a
final projected list of Sedco Forex Employees (a "Proposed Final Employee List")
to Transocean, which list shall be consistent with the mutual agreement
described above.
(a) Notwithstanding the foregoing, the Proposed Final Employee List
shall not be considered final until it is reconciled against the Sedco
Forex Employee payroll as of the Distribution Date, so as to determine that
all individuals listed in the Proposed Final Employee List were actively
employed in the Sedco Forex Business immediately preceding the Distribution
Date. For this purpose, (i) any person on long-term disability shall not be
considered an "active" employee and (ii) any person listed on Exhibit A,
which exhibit shall be delivered by Schlumberger to Transocean not later
than 15 days prior to the Distribution Date, who takes "Special Early
Retirement" under the Sedco Forex Resources, Inc. Pension Plan between
December 10, 1999 and the Distribution Date shall be treated as an "active"
employee on the Sedco Forex Employee payroll as of the Distribution Date
and as actively employed in the Sedco Forex Business immediately preceding
the Distribution Date. Upon reconciliation against the payroll as described
above, the Proposed Final Employee List shall be final (the "Final Employee
List").
1.2 TRANSFER OF EMPLOYEES
Effective on or prior to the Distribution Date, Schlumberger shall
transfer all employees on the Final Employee List to Sedco Forex or its
Subsidiaries (to the extent such employees are not previously employed by Sedco
Forex or its Subsidiaries) and Sedco Forex shall transfer all Schlumberger
Employees then employed by Sedco Forex or any of its Subsidiaries to
Schlumberger or its Subsidiaries (excluding Sedco Forex and its Subsidiaries).
1.3 CERTAIN EMPLOYEES
Effective as of the Distribution Date, all persons who have taken
Special Early Retirement as described in Section 1.1(b) shall be offered
employment by Sedco Forex.
2
<PAGE>
ARTICLE II
BENEFITS OBLIGATIONS FOLLOWING THE DISTRIBUTION DATE
2.1 IN GENERAL
During the Benefits Maintenance Period, Sedco Forex shall provide
benefits to or in respect of Sedco Forex Employees that, in the aggregate, are
substantially comparable to the benefits provided to or in respect of Sedco
Forex Employees under Schlumberger Plans as in effect on July 12, 1999,
excluding benefits provided under the CTI Plan, the CSI Plan, the DM Plan and
the DSPP (provided, however, that the DSPP benefits shall be excluded for the
determination of "substantial comparability" only in countries other than the
Covered Countries and, subject to Section 2.3, France) (together, the "Excluded
Plans"). Notwithstanding the foregoing, for a period of six months following
the Distribution Date, Sedco Forex shall provide severance benefits for each
Sedco Forex Employee that are not less than the employer-provided severance
benefits applicable to such employee immediately prior to the Distribution Date,
excluding benefits under the Excluded Plans.
In addition, Sedco Forex shall, from and after the Distribution Date:
(a) grant Sedco Forex Employees credit for service with Schlumberger
and its Subsidiaries during periods on or before the Distribution Date (or
the date that the employee transfers to employment by Sedco Forex or one of
its Subsidiaries, if later) for purposes of eligibility and vesting (but
not benefit accrual) under all Plans of Sedco Forex and its Subsidiaries
(including vacation and severance) in which such employees are eligible to
participate, including any Schlumberger Plan that Sedco Forex adopts
pursuant to Section 2.2;
(b) waive any limitations regarding pre-existing conditions of each
Sedco Forex Employee and his or her eligible dependents under any welfare
or other Plans in which they participate after the Distribution Date
(except to the extent that such limitations would have applied under the
corresponding Plan of the employee's employer immediately prior to the
Distribution Date); and
(c) provide that any expenses incurred by or on behalf of any Sedco
Forex Employee, on or before the Distribution Date (or the date that the
employee transfers to employment by Sedco Forex or one of its Subsidiaries,
if later) and during the coverage period including the applicable such
date, shall be taken into account under the Plans referred to in
subparagraph (b) above for purposes of satisfying applicable deductible,
coinsurance and maximum out-of-pocket provisions.
Subject to the provisions of Section 2.2 and Section 2.3, Sedco Forex may elect,
in its sole discretion, the means by which to provide all benefits contemplated
by this Section 2.1 during the Benefits Maintenance Period, including adoption
of Schlumberger Plans as contemplated by Section 2.2.
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2.2 SEDCO FOREX PARTICIPATION IN SCHLUMBERGER PLANS
(a) PARTICIPATION IN IS PENSION PLAN AND IS PROFIT SHARING PLAN:
Effective as of the Distribution Date, Sedco Forex shall adopt the IS Plans
as a participating employer for the benefit of all eligible Sedco Forex
Employees (including those who are participating in such Plans immediately
prior to the Distribution Date). Sedco Forex shall maintain its status as a
participating employer in the IS Plans, including all rights and
responsibilities associated with such status, through December 31, 2000,
and shall terminate its participation effective January 1, 2001, or in the
case of the IS Profit Sharing Plan, the earlier of January 1, 2001 or the
effective date pay harmonization is otherwise achieved. During the time
Sedco Forex continues to be a participating employer in the IS Profit
Sharing Plan, the profit-sharing contribution to be made by Sedco Forex
shall be determined by Sedco Forex in its sole discretion to reflect the
performance of the Sedco Forex business. Treatment of benefits accrued as
of December 31, 2000 under such plans is addressed in Article III. For the
avoidance of doubt, no person who commences employment with the Sedco Forex
Group on or after the Distribution Date, other than a Sedco Forex Employee,
shall be eligible to participate in any IS Plan, unless otherwise
determined in the sole discretion of Sedco Forex.
(b) PARTICIPATION IN OTHER SCHLUMBERGER PLANS: Effective as of the
Distribution Date, Sedco Forex shall continue to participate in each of the
Schlumberger Plans set forth in Schedule 1 hereto for the benefit of Sedco
Forex Employees, including the IS Plans as described in Section 2.2(a).
Sedco Forex shall cease participation effective as of the Merger Date for
those Schlumberger Plans listed in Schedule 2. Subject to the requirements
of this Section 2.2, with respect to those Schlumberger Plans listed in
Schedule 1 and not listed in Schedule 2, Sedco Forex may maintain status as
a participating employer, including all rights and responsibilities
associated with such status, through December 31, 2000, or such earlier
date as it may determine, subject to Schlumberger receiving at least 30
days' prior written notice of such earlier date, and shall in all events
terminate its participation in such Schlumberger Plans effective January 1,
2001. Nothing in this paragraph (b) shall reduce the obligations otherwise
applicable to Sedco Forex under Section 2.1.
(c) HOME COUNTRY NATIONALS: Subject to the provisions of any applicable
legal requirements, Sedco Forex (i) may assume sponsorship of each of the
Schlumberger Plans covering Home Country Nationals, a list of which is
attached as Schedule 3 hereto, with respect to areas or jurisdictions in
which Schlumberger Employees do not continue to be covered by any such plan
following the Distribution Date, or (ii) may elect in lieu of such
assumption of sponsorship to provide the same or better benefits during the
Benefit Maintenance Period. In areas or jurisdictions where Schlumberger
Employees continue to be covered by such plans following the Distribution
Date, Sedco Forex shall adopt each such Schlumberger Plan covering Home
Country Nationals as a participating employer for the benefit of all
eligible Home Country Nationals. On or before the Distribution Date,
Schlumberger shall provide Transocean a list of the areas or jurisdictions,
if any, on Schedule 3 in which Schlumberger Employees will not continue to
be covered by the plans listed for such areas or jurisdictions following
the Distribution
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Date. Sedco Forex shall have 60 days following the Distribution Date in
which to elect to assume sponsorship of the listed plans in such areas or
jurisdictions, if any. For the period from the Distribution Date through
such election Sedco Forex shall adopt each of the listed plans in such
areas or jurisdictions as a participating employer, and Schlumberger shall
maintain its sponsorship of such plans. If Sedco Forex assumes the
sponsorship of a Schlumberger Plan pursuant to this paragraph, Schlumberger
and its affiliates shall have no further interest in any such plan. If
Sedco Forex adopts a Schlumberger Plan pursuant to this paragraph, it shall
maintain its status as a participating employer, including all rights and
responsibilities associated with such status, through the Benefits
Maintenance Period and shall end its participation upon the expiration of
the Benefits Maintenance Period.
(d) SEDCO FOREX'S GENERAL OBLIGATIONS AS PARTICIPATING EMPLOYER: With
respect to any Schlumberger Plan (other than the IS Pension Plan) in which
Sedco Forex participates after the Distribution Date pursuant to this
Section 2.2, Sedco Forex shall be responsible for and shall timely pay the
employer and employee contributions or costs required under the Plans
attributable to the Sedco Forex Employees for the Contribution Period as
required under the terms of the applicable Plan document. With respect to
the IS Pension Plan, Sedco Forex shall be responsible for and shall timely
pay the employer contributions or costs required under the plan
attributable to the Sedco Forex Employees for the Contribution Period as
required to fund the normal cost of providing plan benefits, after taking
into consideration employee contributions. To the extent that Sedco Forex
is a participating employer in any Schlumberger Plans, Schlumberger shall
invoice Sedco Forex for its contributions and costs relating to such plan
participation, on a monthly basis, with such invoice providing adequate
disclosure for the calculation of the amount invoiced. Sedco Forex shall
perform with respect to its participation in the Schlumberger Plans, and
shall cause each other member of the Sedco Forex Group that is a
participating employer in any Schlumberger Plan to perform, the duties of a
participating employer as set forth in such Plans or any procedures adopted
pursuant thereto, but Sedco Forex shall have no responsibility for
administration of any Schlumberger Plan.
2.3 EMPLOYEE STOCK PURCHASE PLANS
Effective as of January 1, 2000 or the date of the Merger, whichever
is later, Transocean shall permit Sedco Forex Employees employed in countries in
which the employee stock purchase plan maintained by Transocean pursuant to
Internal Revenue Code Section 423 (the "Transocean 423 Plan") is offered to
Transocean employees generally, currently the United States, the United Kingdom
and Norway (the "Covered Countries"), to participate in the Transocean 423 Plan
to the extent such persons would be eligible to participate in such plan
pursuant to the terms thereof were such persons employees of Transocean.
Transocean shall amend the terms of the Transocean 423 Plan to permit
participating Sedco Forex Employees to elect that refunded DSPP contributions
for the DSPP plan year commencing July 1, 1999 be deposited in the Transocean
423 Plan for the plan year beginning January 1, 2000, subject to applicable plan
limitations and Section 3.1.
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Subject to approval of the French securities regulatory authorities
and any other applicable regulatory authorities, Transocean shall offer to Sedco
Forex Employees who are residents of France for French income tax purposes the
opportunity to participate in the Transocean 423 Plan, including the ability to
deposit refunded DSPP contributions as described in the preceding paragraph. As
soon as practicable, Transocean shall make such filings and take such other
actions as may be required in order to seek such approval from such regulatory
authorities, and shall make the Transocean 423 Plan available to such Sedco
Forex Employees as promptly as practicable after such approval is obtained.
Transocean agrees that any liability incurred by Schlumberger as a
result of payroll deductions from Sedco Forex Employees for Transocean 423 Plan
contributions that arises solely as a result of any failure of the Transocean
423 Plan to meet any applicable legal requirement shall be a Sedco Forex
Liability.
2.4 CONTINUED ELIGIBILITY FOR CERTAIN SCHLUMBERGER BENEFITS
Following the Distribution Date, Schlumberger shall continue to make
certain benefits under the DM Plan, the CTI Plan and the CSI Plan available to
eligible Sedco Forex Employees, to the extent provided below:
(a) DEFERRED MEDICAL PLAN: Sedco Forex Employees who, on or before
December 31, 1999, have attained age 50 and are credited with at least 15
years of service with Schlumberger or any Schlumberger Subsidiary, shall
continue to be eligible for the benefits provided under the DM Plan. Each
such employee shall be eligible to continue to accrue benefits in
accordance with the terms of the DM Plan during employment with Sedco Forex
or any Sedco Forex Subsidiary through December 31, 2000, but shall not be
entitled to accrue any further benefit with respect to such employment
following December 31, 2000. On or before December 1, 1999, Schlumberger
shall provide appropriate notices to affected Sedco Forex Employees
regarding their continued eligibility for benefits under the DM Plan.
(b) CTI PLAN AND CSI PLAN: Each Sedco Forex Employee who, on the
Distribution Date (or, if later, the date of transfer to employment by
Sedco Forex or any of its Subsidiaries) is eligible for benefits under the
CTI Plan or the CSI Plan, shall continue to be eligible to receive CTI Plan
or CSI Plan benefits, as applicable, while employed by Sedco Forex or any
of its Subsidiaries. Each such employee shall also be eligible to continue
to accrue benefits in accordance with the terms of the applicable plan
during employment with Sedco Forex or any Sedco Forex Subsidiary through
December 31, 2000, but shall not be entitled to accrue any further benefit
for such Sedco Forex service following December 31, 2000. Notwithstanding
the foregoing, solely for purposes of eligibility for conversion of accrued
CTI Plan or CSI Plan benefits to pension benefits as provided for under the
applicable plan, each such employee shall be credited with service with
Sedco Forex or any of its Subsidiaries as though such service were service
with Schlumberger. On or before December 31, 1999, Schlumberger shall
provide appropriate notices to affected Sedco Forex Employees regarding
their continued eligibility under the CSI Plan or the CTI Plan, as
applicable. Sedco Forex shall pay
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Schlumberger for the accrual of additional benefits by Sedco Forex
Employees under the CTI Plan or the CSI Plan between the Distribution Date
and December 31, 2000 at the rate of 4% of Total Payroll (salary plus
coefficient, if any) for the CTI Plan and 3.5% of Admissible Compensation
(salary plus coefficient plus Performance Incentive Program payments) for
the CSI Plan. If any applicable law requires the payment of mandatory
severance benefits to any Sedco Forex Employee who is covered under the CSI
or CTI Plans, to the extent that such applicable law requires payment of
mandatory severance that is not satisfied by CSI or CTI Plan payments to
such employees, such mandatory severance for such employees shall be a
Sedco Forex Liability.
2.5 SERVICE ACCRUAL FOR BENEFIT ELIGIBILITY UNDER SCHLUMBERGER PLANS
Except as provided in Section 3.2, following the Distribution Date,
all benefit-related liabilities under Schlumberger Funded Plans with respect to
Sedco Forex Employees shall be calculated based upon employment and compensation
through the Distribution Date with vesting and eligibility for such benefits
calculated based upon combined employment with Schlumberger and its
Subsidiaries, Sedco Forex and its Subsidiaries and with Transocean and its
Subsidiaries (without regard to whether Sedco Forex Employees participate in any
such Plan after the Distribution Date).
2.6 LOCAL LAW AND UNION EXCEPTIONS
To the extent that any provision of this Article II is inconsistent
with any local law or regulation as it applies to any Sedco Forex Employee, the
inconsistent provision shall not apply. To the extent any provision of this
Article II is contrary to the provisions of any applicable collective bargaining
agreement to which Schlumberger or any affiliate of Schlumberger is a party, as
it applies to any Sedco Forex Employee, the terms of such collective bargaining
agreement shall prevail. The parties shall work together in order to
disassociate for purposes of all collective bargaining agreements as soon as
practicable following the Distribution Date.
2.7 SEDCO FOREX PLAN SPONSORSHIP
Except as otherwise agreed in writing by Schlumberger and Transocean
prior to the Distribution Date, all Schlumberger Funded Plans that are sponsored
by Sedco Forex or its Subsidiaries shall be transferred to the sponsorship of
Schlumberger prior to the Distribution Date.
2.8 ADMINISTRATIVE OBLIGATIONS
(a) FOR SCHLUMBERGER PLANS: Schlumberger shall provide or make
available all administrative or professional services (including services
involving the payment of premiums and benefits) required for the operation
of any Schlumberger Plan that Sedco Forex adopts pursuant to Section 2.2(a)
through (c) above for the Benefits Maintenance Period, and Sedco Forex
shall promptly reimburse Schlumberger for the reasonable cost of any such
services to the extent such services are not payable by the applicable
employee benefit plans or employee benefit arrangements.
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(b) COBRA AND HIPAA: Schlumberger shall be responsible for
administering compliance with the continuation coverage requirements for
"group health plans" under Title X of the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA"), and the portability
requirements under the Health Insurance Portability and Accountability Act
of 1996 with respect to Sedco Forex Employees whose coverage under the
Schlumberger group health plans terminates, regardless of whether such
termination takes place prior or subsequent to the Distribution Date. Sedco
Forex shall be responsible for administering compliance under COBRA and
HIPAA for those Sedco Forex Employees who terminate subsequent to their
becoming eligible to participate in the group health plans of Transocean
Sedco Forex. The parties agree that no "qualifying event" within the
meaning of COBRA shall occur by reason of the transfer of employees between
the parties as described herein in connection with the transactions
contemplated by the Distribution Agreement or the Merger Agreement.
(c) Workers' Compensation Program: Workers' compensation liability for
all Sedco Forex Employees shall be assessed by Sedco Forex at and following
the Distribution Date. Schlumberger shall administer workers' compensation
and/or job related personal injury claims for a period of five years
following the Distribution Date with respect to injuries incurred by Sedco
Forex Employees resulting from an accident or other event that occurred
prior to the Distribution Date; provided, however, that Sedco Forex may
terminate such administration upon 30 days' written notice to Schlumberger.
Sedco Forex shall pay (or reimburse Schlumberger) for all Liabilities
(including expenses) for workers' compensation relating to payments that
become due after the Distribution Date. In determining any such Liabilities
and expenses, Schlumberger shall give Sedco Forex credit for any Liability
reimbursed through insurance or otherwise on behalf of Sedco Forex
Employees relating to payments that become due after the Distribution Date.
Sedco Forex shall be entitled to review the status of workers' compensation
claims with Schlumberger periodically and to participate in the annual
review of self-insured reserves with respect to workers' compensation. No
individual workers' compensation claim relating to a Sedco Forex Employee
shall be settled for more than $50,000 without Sedco Forex's prior written
approval.
2.9 CERTAIN TAXES
Certain personal income taxes in respect of Sedco Forex Employees
shall be paid as described in Exhibit B hereto.
ARTICLE III
DISPOSITION OF CERTAIN ACCRUED SCHLUMBERGER BENEFITS
3.1 DISCOUNTED STOCK PURCHASE PLAN
Each Sedco Forex Employee who is a participant in the Schlumberger
Discounted Stock Purchase Plan ("DSPP") for the plan year commencing July 1,1999
shall be permitted to elect, as soon as practicable following the date of the
Merger but effective as of January 1, 2000
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or the date of the Merger, whichever is later, (a) to receive a refund of his or
her contributions to the DSPP for the 1999 plan year, together with interest as
provided for under the DSPP or (b) if employed in a Covered Country or, subject
to Section 2.3, in France, to direct a transfer of all or any part of such
refunded contributions and interest to the Transocean 423 Plan, subject to
applicable plan limitations, which contribution shall be treated as any other
employee contribution to the Transocean 423 Plan for the 2000 plan year and
which funds shall be paid directly by Schlumberger (and not by any employees) to
Transocean as soon as practicable following interest allocation to DSPP
accounts, which allocation is anticipated to occur during February 2000.
3.2 DEFERRED MEDICAL PLAN
Each Sedco Forex Employee who has not, as of December 31, 1999, both
attained age 50 and been credited with at least 15 years of Schlumberger
service, shall be entitled to a refund of his or her contributions to the DM
Plan, together with accrued interest. On or before December 31, 1999,
Schlumberger shall provide appropriate notices to affected Sedco Forex Employees
regarding their termination of participation and scheduled refunds under the DM
Plan.
3.3 IS PLANS
Sedco Forex presently is a participating employer in the IS Pension
Plan and the IS Profit Sharing Plan (together, the "IS Plans") and shall
continue to be a participating employer in the IS Plans through December 31,
2000, as provided in Section 2.2(a). However, service by Sedco Forex Employees
with Schlumberger and its Subsidiaries, Sedco Forex and its Subsidiaries and
Transocean and its Subsidiaries (without regard to whether Sedco Forex Employees
participate in any such Plan after the Distribution Date) shall be considered in
calculating service for the purpose of vesting and benefit eligibility in
accordance with Section 2.5 of this Agreement. Effective as of January 1, 2001,
Sedco Forex and Schlumberger, as appropriate, shall cause Sedco Forex to
withdraw as a participating employer in the IS Plans and amend the IS Plans to
provide no future accruals to Sedco Forex Employees. From and after January 1,
2001, Sedco Forex shall have no interest in, responsibility for, or Liability
with respect to the IS Plans, except for the contributions and costs
contemplated by Section 2.2(d) that are accrued and unpaid as of that date.
Schlumberger agrees to cause each Sedco Forex Employee to have a fully vested
and nonforfeitable interest in each such employee's accrued benefit or account
balance in the applicable IS Plan as of January 1, 2001. Schlumberger agrees to
cause the IS Pension Plan to permit participants who are employees of Sedco
Forex as of January 1, 2001 to elect to receive a distribution of their accrued
benefit in the IS Pension Plan as soon as practicable after January 1, 2001.
3.4 SEDCO FOREX RESOURCES SAVINGS AND PROFIT SHARING PLAN AND SEDCO FOREX
PROFIT SHARING PLAN FOR CITIZENS OF THE UNITED STATES OF AMERICA EMPLOYED ABROAD
Sedco Forex presently is a participating employer in the Sedco Forex
Resources Savings and Profit Sharing Plan (the "US Plan") and the Sedco Forex
Profit Sharing Plan for Citizens of the United States Employed Abroad (the
"Employed Abroad Plan") (together, the
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"US Employee Profit Sharing Plans"). Sedco Forex shall continue to be a
participating employer in the Employed Abroad Plan through December 31, 2000.
Effective as of January 1, 2000, Sedco Forex and Schlumberger, as appropriate,
shall cause Sedco Forex to withdraw as a participating employer in the US Plan
and amend the US Plan to provide no future accruals to Sedco Forex Employees.
Effective as of January 1, 2001, Sedco Forex and Schlumberger, as appropriate,
shall cause Sedco Forex to withdraw as a participating employer in the Employed
Abroad Plan and amend the Employed Abroad Plan to provide no future accruals to
Sedco Forex Employees. From and after the applicable date of withdrawal, Sedco
Forex shall have no interest in, responsibility for, or Liability with respect
to the US Employee Profit Sharing Plans, except for the contributions and costs
contemplated by Section 2.2(d) that are accrued and unpaid as of the applicable
withdrawal date. Schlumberger agrees to cause each Sedco Forex Employee to have
a fully vested and nonforfeitable interest in each such employee's accrued
benefit or account balance in the US Employee Profit Sharing Plans as of the
applicable withdrawal date. Schlumberger agrees to cause the US Employee Profit
Sharing Plans to permit participants who are employees of Sedco Forex as of the
applicable withdrawal date to elect to receive a distribution of their accrued
benefit in the US Employee Profit Sharing Plans as soon as practicable after
such date. Sedco Forex agrees to permit Sedco Forex Employees to make rollovers
(including direct rollovers) of their account balances in the US Plan to a Sedco
Forex Plan to the extent that the distributions of such account balances
constitute "eligible rollover distributions" as described in Section 402(c) of
the Code.
3.5 QUALIFIED PLANS
To the extent that Sedco Forex elects to adopt any Schlumberger Plan
that is a pension plan intended to qualify under Section 401(a) of the Code for
calendar year 2000, the provisions of Section 3.3 shall apply equally to such
plan. Otherwise, the provisions of Section 3.3 (starting with the third
sentence) shall apply to such plan, but substituting the words "the Distribution
Date" for "January 1, 2001" each place such date appears.
3.6 FOREIGN PENSION OR SAVINGS PLANS
All pension credits and/or account balances (both Liabilities and
related plan assets, if applicable) credited to Sedco Forex Employees under any
pension or savings type employee benefit plan that is not addressed in Section
3.3, 3.4 or 3.5 shall remain in such plan, each of which is listed on Schedule 4
hereto. The Liability for payment of benefits thereunder shall be (a) a Sedco
Forex Liability if Sedco Forex assumes sponsorship of such plan as contemplated
by Section 2.2(c) and (b) a Schlumberger Liability if Sedco Forex does not
assume sponsorship of such plan as contemplated by Section 2.2(c).
3.7 SCHLUMBERGER INCENTIVE COMPENSATION PLAN FOR 1999
At the time and on the terms and conditions otherwise applicable under
the Schlumberger Incentive Compensation Plan for 1999, Schlumberger shall make
payments thereunder to Sedco Forex Employees based on (1) the number of days
elapsed in the 1999 performance period as of the Distribution Date (or the date
that the employee transfers to
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employment by Sedco Forex or one of its subsidiaries, if later) and (2) the
extent to which performance goals are actually achieved as of December 31, 1999.
ARTICLE IV
STOCK OPTIONS
4.1 VESTED OPTIONS
Any vested options held by Sedco Forex Employees to purchase common
stock of Schlumberger shall lapse, in accordance with their provisions,
following the Distribution Date.
4.2 NON-VESTED OPTIONS
(a) At the Distribution Date all nonvested options (the "Nonvested
Options") held by Sedco Forex Employees to purchase Schlumberger common
stock shall terminate.
(b) As of the Effective Time, fully vested options to purchase
Transocean Ordinary Shares ("New Options") shall be granted to Sedco Forex
Employees, as follows:
(i) The number of Transocean Ordinary Shares for which the New
Options shall be issued shall be the number of shares of Schlumberger
common stock subject to the Nonvested Option times a fraction, the
numerator of which is the closing price of Schlumberger common stock at the
close of trading on the day immediately prior to the Distribution Date
(determined without regard to the distribution of Sedco Forex) and the
denominator of which is the price of a Transocean Ordinary Share at the
close of trading on the day immediately prior to the Distribution Date.
Notwithstanding the foregoing, the number of Transocean Ordinary Shares
that may be purchased upon exercise of a New Option shall not include any
fractional share and, upon exercise of such New Options, a cash payment
shall be made in lieu of delivery of any fractional share.
(ii) The exercise price of each New Option shall be the price of
a Transocean Ordinary Share at the close of trading on the day immediately
prior to the Distribution Date times a fraction, the numerator of which is
the exercise price of the Nonvested Option for a share of Schlumberger
common stock and the denominator of which is the price of Schlumberger
common stock at the close of trading on the day immediately prior to the
Distribution Date (determined without regard to the distribution of Sedco
Forex).
(iii) Notwithstanding any other provision of this Article IV to
the contrary, Sedco Forex Employees who hold outstanding Nonvested Options
to acquire Schlumberger stock and who are residents of France for French
income tax purposes ("French Sedco Forex Employees") shall receive New
Options determined as follows:
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(A) the outstanding Nonvested Options of each French Sedco Forex
Employee shall be valued according to the Black Scholes valuation method
(with respect to Schlumberger common stock, valued as of the
Distribution Date); and
(B) New Options shall be granted to each French Sedco Forex
Employee which have an equivalent value to the amount determined in (A)
above, when based on an exercise price equal to the fair market value of
Transocean Ordinary Shares on the date the New Options are granted.
(c) Each New Option shall be subject generally to the same terms and
conditions applicable under the Transocean Long-Term Incentive Plan, except that
the provisions of the Transocean Long-Term Incentive Plan relating to issuance
of options at a below-market exercise price shall not be applicable and the New
Options shall have the same remaining term as remained under the applicable
Nonvested Options.
ARTICLE V
ALLOCATION OF LIABILITIES
5.1 LIABILITIES ASSUMED BY SEDCO FOREX
Sedco Forex hereby assumes, effective on the Distribution Date, and
agrees to pay, perform, fulfill and discharge, in accordance with their
respective terms, all Liabilities to or in respect of Sedco Forex Employees that
are not expressly retained by or allocated to Schlumberger pursuant to Section
5.2, regardless of when or where such Liabilities arose or arise or were or are
incurred (collectively, the "Sedco Forex Liabilities"), including but not
limited to:
(a) All severance benefits Liability that arises after the
Distribution Date with respect to Sedco Forex Employees, excluding
Liability under the CTI Plan or the CSI Plan under Section 2.4(b).
(b) All Liability related to worker's compensation for Sedco
Forex Employees to the extent that payments become due after the
Distribution Date under Section 2.8(c).
(c) All Liability related to the performance of, or the failure
to perform, the obligations assigned to Sedco Forex under Section 2.8.
(d) Liabilities in the form of any contributions required of
Sedco Forex under Section 2.2(d) or Section 2.4(b) of this Agreement.
(e) Liabilities assigned to Sedco Forex under Section 3.6 with
respect to plans it assumes.
(f) All Liability with respect to New Options.
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(g) Liability assigned to Sedco Forex under Section 2.3 related
to the Transocean 423 Plan.
5.2 LIABILITIES RETAINED BY SCHLUMBERGER
The following Liabilities shall be retained by Schlumberger, and
Schlumberger agrees to pay, perform, fulfill and discharge, in accordance with
their respective terms, all of such Liabilities, regardless of when or where
such Liabilities arose or arise or were or are incurred ("Schlumberger
Liabilities"):
(a) All Liabilities to or in respect of Schlumberger Employees,
including Liabilities under the Schlumberger Plans.
(b) All Liabilities under Schlumberger Funded Plans, other than the DM
Plan, the CTI Plan and the CSI Plan, which are addressed in Section 5.2(d)
below, with respect to Sedco Forex Employees when:
(i) the Liabilities for accrued benefits are calculated based
upon employment and compensation through the Distribution Date, with
vesting and eligibility for such benefits calculated based upon combined
employment with Schlumberger and its Subsidiaries and with Transocean
and its Subsidiaries, without regard to whether Sedco Forex Employees
participate in any such Plan after the Distribution Date; and
(ii) with respect to Schlumberger Plans in which Sedco Forex
participates after the Distribution Date and as to which Sedco Forex has
fulfilled its obligations to pay employer contributions and costs as
provided in Article II, the accrued benefits referred to in subsection
(i) above are calculated through the earlier of (A) the end of the
Contribution Period or (B) the date that the Sedco Forex Employee
terminates employment with Transocean and its Subsidiaries.
(c) Any Liabilities incurred by Schlumberger or its Subsidiaries with
respect to Sedco Forex Employees for severance or termination benefits
arising as a result of actions required to structure Sedco Forex and its
Subsidiaries prior to the Distribution Date to effectuate the transactions
contemplated by the Transaction Agreements.
(d) All Liabilities under the CTI Plan and the CSI Plan, subject to
receipt of required payments from Sedco Forex as expressly provided for
under Section 2.4(b).
(e) All Liabilities under the DM Plan.
(f) Liability for payments under the Schlumberger Incentive Compensation
Plan for 1999 to the extent provided under Section 3.7.
(g) Liabilities in the form of accrued and unpaid employer
contributions, if any, through the Distribution Date with respect to Sedco
Forex Employees for all Schlumberger Funded Plans.
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(h) All Liability related to workers' compensation for Sedco Forex
Employees to the extent that payments become due before the Distribution
Date.
(i) Liabilities assigned to Schlumberger under Section 3.6.
(j) All liability related to the performance of, or the failure to
perform, the obligations assigned to Schlumberger under Section 2.8.
ARTICLE VI
GENERAL
6.1 COOPERATION
(a) The parties to this Agreement shall cooperate with each other (and
shall cause their Subsidiaries and Affiliates to so cooperate) in carrying
out the terms of this Agreement. Each party shall exchange such information
with the other party as may be requested by the other party with respect to
the matters addressed in this Agreement. On at least an annual basis, Sedco
Forex and Transocean shall provide Schlumberger with a written list of the
Sedco Forex Employees who have separated from service with Sedco Forex and
Transocean. Schlumberger and Sedco Forex and their respective authorized
agents shall, subject to applicable laws on confidentiality, be given
reasonable and timely access to, and may make copies of, all information
relating to the subjects of this Agreement in the custody of the other
party (including, but not limited to, plan documents and records), to the
extent necessary for administration of the matters addressed in this
Agreement. The parties shall endeavor in good faith to amend, modify and/or
terminate existing Plans, and/or create new Plans, to accomplish the
successful transition of Sedco Forex Employees as contemplated by this
Agreement and to accomplish the transactions contemplated by the
Distribution Agreement and the Merger Agreement in a manner consistent with
the provisions of this Agreement.
(b) Schlumberger shall provide employee personnel and employment records
for all Sedco Forex Employees as defined by this Agreement and those
employees who were employed by Sedco Forex at the time of their
termination. Schlumberger shall also provide access to or copies of
compensation and payroll records of the above-defined Sedco Forex Employees
as required in the normal course of business.
6.2 PAYMENT OF AND ACCOUNTING TREATMENT FOR BALANCE SHEET AMOUNTS
The Sedco Forex Liabilities shall be reflected as liabilities on the
Sedco Forex balance sheet in accordance with U.S. generally accepted accounting
principles.
6.3 PLAN AUDITS
(a) AUDIT RIGHTS WITH RESPECT TO THE ALLOCATION OR TRANSFER OF PLAN
ASSETS: The allocation of Schlumberger Funded Plan assets and Liabilities,
if any, pursuant to this Agreement shall, at the election of Sedco Forex,
be audited on behalf of both
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Schlumberger and Sedco Forex by such actuarial and benefit consulting firm
as may be mutually selected by the parties. The actuarial and benefit
consulting firm shall provide its written report to both Schlumberger and
Sedco Forex. Each of Schlumberger and Sedco Forex, and their respective
advisors and consultants, shall have the right to make such presentations
and present such information to such actuarial and benefit consulting firm
as each deems appropriate. Sedco Forex and Schlumberger shall equally pay
or shall be responsible for the payment of the costs of such audit. To the
extent such audit recommends a change to the value of assets allocated to a
Plan of Sedco Forex, such recommendation shall be conclusive and binding on
Sedco Forex and Schlumberger.
(b) AUDIT RIGHTS WITH RESPECT TO INFORMATION PROVIDED:
(i) Each of Schlumberger and Sedco Forex, and their duly
authorized representatives, shall have the right to conduct audits at
any time upon reasonable prior notice, at its own expense, with respect
to all information provided to it or to any Plan record keeper or third
party administrator by the other party; provided that audits with
respect to the allocation or transfer of Plan assets and Liabilities
shall be subject only to Section 6.3(a). The auditing party shall have
the right to make copies of any records at its expense, subject to the
confidentiality provisions set forth in the Distribution Agreement,
which are incorporated by reference herein. The party being audited
shall provide the auditing party's representatives with reasonable
access during normal business hours to its operations, computer systems
and paper and electronic files, and provide work space to its
representatives. After any audit is completed, the party being audited
shall have the right to review a draft of the audit findings and to
comment on those findings in writing within five business days after
receiving such draft.
(ii) The auditing party's audit rights under this Section 6.3(b)
shall include the right to audit, or participate in an audit facilitated
by the party being audited, of any Subsidiaries and Affiliates of the
party being audited and of any benefit providers and third parties with
whom the party being audited has a relationship, or agents of such
party, to the extent any such persons are affected by or addressed in
this Agreement. The party being audited shall, upon written request from
the auditing party, provide an individual (at the auditing party's
expense) to supervise any audit of any such benefit provider or third
party. The auditing party shall be responsible for supplying, at its
expense, additional personnel sufficient to complete the audit in a
reasonably timely manner.
6.4 REQUESTS FOR INTERNAL REVENUE SERVICE RULINGS AND UNITED STATES DEPARTMENT
OF LABOR OPINIONS
Sedco Forex and Schlumberger shall cooperate on any issue relating to
the transactions contemplated by this Agreement for which Schlumberger or Sedco
Forex elects to seek a determination letter or private letter ruling from the
Internal Revenue Service or an advisory opinion from the United States
Department of Labor.
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6.5 CONSENT OF THIRD PARTIES
If any provision of this Agreement is dependent on the consent of any
third party (such as a union) and such consent is withheld, Schlumberger and
Sedco Forex shall use their reasonable best efforts to implement the applicable
provisions of this Agreement to the full extent practicable. If any provision
of this Agreement cannot be implemented due to the failure of such third party
to consent, Schlumberger and Sedco Forex shall negotiate in good faith to
implement the provision in a mutually satisfactory manner. The phrase
"reasonable best efforts" as used in this Agreement shall not be construed to
require any party to incur any non-routine or unreasonable expense or liability
or the waiver of any right.
6.6 EFFECT IF DISTRIBUTION DOES NOT OCCUR
If the Distribution does not occur, then all actions and events that
are, under this Agreement, to be taken or occur effective as of the Distribution
Date, immediately after the Distribution Date, or otherwise in connection with
the Distribution, shall not be taken or occur except to the extent specifically
agreed by Sedco Forex and Schlumberger.
6.7 RELATIONSHIP OF PARTIES
Nothing in this Agreement shall be deemed or construed by the parties
or any third party as creating the relationship of principal and agent,
partnership or joint venture between the parties, it being understood and agreed
that no provision contained herein, and no act of the parties, shall be deemed
to create any relationship between the parties other than the relationship set
forth herein.
6.8 AFFILIATES
Each of Schlumberger and Sedco Forex shall cause to be performed, and
hereby guarantees the performance of, all actions, agreements and obligations
set forth in this Agreement to be performed by members of the Schlumberger Group
or members of the Sedco Forex Group and their Affiliates, respectively, where
relevant.
6.9 SURVIVAL
This Agreement shall survive the Distribution Date.
6.10 NOTICES
Any notice, demand, claim or other communication under this Agreement
shall be deemed to have been duly given and made if in writing and: (a) if
served by personal delivery upon the party for whom it is intended, on the day
so delivered; (b) if mailed by registered or certified mail, return receipt
requested, on the third Business Day following such mailing; (c) if deposited
for delivery by a reputable courier service, on the business day following
deposit with such courier; or (d) if sent by electronic facsimile transmission,
on the day the facsimile is transmitted electronically, or if not a Business
Day, the next succeeding Business Day; provided that the facsimile transmission
is promptly confirmed by telephone confirmation thereof, to the
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person at the address set forth below, or such other address as may be
designated in writing hereafter, in the same manner, by such person:
if to Schlumberger:
Schlumberger
277 Park Avenue, 41st Floor
New York, NY 10172
Attention: General Counsel
Facsimile: (212) 350-8127
with a copy to:
Baker & Botts, LLP
One Shell Plaza
910 Louisiana
Houston, TX 77002-4995
Attention: J. David Kirkland, Jr., Esq.
Facsimile: (713) 229-1522
if to Transocean:
Transocean
4 Greenway Plaza
Houston, TX 77046
Attention: Eric Brown, General Counsel
Facsimile: (713) 232-7600
with a copy to:
Weil, Gotshal & Manges, LLP
700 Louisiana, Suite 1600
Houston, TX 77002
Attention: James L. Rice, III, Esq.
Facsimile: (713) 224-9511
6.11 INTERPRETATION
Words in the singular shall be held to include the plural and vice
versa, words of one gender shall be held to include the other gender as the
context requires, and words denoting natural persons shall include corporations
and partnerships and vice versa. The terms "hereof," "herein," and "herewith"
and words of similar import shall, unless otherwise stated, be construed to
refer to this Agreement as a whole (including all Exhibits hereto) and not to
any particular provision of this Agreement. The word "including" and words of
similar import when used in this Agreement shall mean "including, without
limitation," unless the context otherwise requires or unless otherwise
specified. The word "or" shall not be exclusive.
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6.12 GOVERNING LAW
This agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to its rules of conflict of
laws.
6.13 NO ASSIGNMENT
This Agreement may not be assigned by either party (except by
operation of law) without the written consent of the other, and shall bind and
inure to the benefit of the parties hereto (including each member of the
Schlumberger Group and the Sedco Forex Group and each Affiliate of Schlumberger
or Sedco Forex) and their respective successors and permitted assignees.
6.14 NO RIGHT TO CONTINUED EMPLOYMENT
Nothing contained in this Agreement or the Distribution Agreement
shall confer on any Sedco Forex Employee or Schlumberger Employee any right to
continued employment.
6.15 NO THIRD PARTY BENEFICIARIES; NO AMENDMENT LIMITATION
No provision in this Agreement or in the Distribution Agreement shall
confer upon any person other than the signatories hereto any rights, remedies,
obligations or liabilities with respect to the employment, compensation,
benefits or other terms or conditions of employment of any persons, or
otherwise. Nothing herein shall prevent Sedco Forex from amending or
terminating any Plan after the Benefit Maintenance Period or as otherwise
permitted hereunder.
6.16 INDEMNIFICATION
Indemnification by any party to this Agreement for Schlumberger
Liability or Sedco Forex Liability, as the case may be, shall be in accordance
with the procedure set forth in the Distribution Agreement.
6.17 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings, oral or written, with respect to such matters.
6.18 COUNTERPARTS
This Agreement may be executed by the Parties hereto in one or more
counterparts, each of which, when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument. Each counterpart may consist of a number of copies hereof each
signed by less than all, but together signed by all of the Parties hereto.
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6.19 HEADINGS
Headings used in this Agreement are for the convenience of the parties
only and shall be given no substantive or interpretive effect whatsoever.
6.20 SEVERABILITY
Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms of the Agreement or affecting the validity
or enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is
enforceable.
6.21 AMENDMENT
The Agreement may not be amended except by a written instrument signed
on behalf of each of the parties hereto.
6.22 WAIVER
The waiver by any party hereto of a breach of any provision hereunder
shall not operate or be construed as a waiver of any prior or subsequent breach
of the same or any other provision hereunder.
ARTICLE VII
DEFINITIONS
For purposes of this Agreement, capitalized terms used herein shall
have the following respective meanings:
AGREEMENT
means this Employee Matters Agreement and all attachments hereto.
BENEFITS MAINTENANCE PERIOD
means a period beginning on the day following the Distribution Date
and ending on December 31, 2000.
COBRA
has the meaning given in Section 2.8.
CONTRIBUTION PERIOD
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means the period following the Distribution Date that Sedco Forex
participates in a Schlumberger Plan pursuant to Article II hereof, but in no
event longer than the Benefits Maintenance Period.
COVERED COUNTRIES
has the meaning given in Section 2.3.
CSI PLAN
means the Schlumberger International Cash Separation Indemnity Plan,
as in effect on the Distribution Date or as thereafter amended.
CTI PLAN
means the Schlumberger International Cash Termination Indemnity Plan,
as in effect on the Distribution Date or as thereafter amended.
DISTRIBUTION
means distribution of all issued and outstanding shares of Sedco Forex
Common Stock as contemplated by the Distribution Agreement.
DISTRIBUTION AGREEMENT
means the Distribution Agreement related to the Agreement and Plan of
Merger of Schlumberger Limited, Sedco Forex Holdings Limited and Transocean
Offshore, Inc., dated as of July 12, 1999.
DISTRIBUTION DATE
means the date and time as of which the Distribution shall be
effected, to be determined by, or under the authority of, the Board of Directors
of Schlumberger consistent with the Distribution Agreement and as provided for
in the Merger Agreement.
DM PLAN
means the Schlumberger Deferred Medical Plan, as in effect on the
Distribution Date or as thereafter amended.
DSPP
means the Schlumberger Discounted Stock Purchase Plan, as in effect on
the Distribution Date or as thereafter amended.
EMPLOYED ABROAD PLAN
has the meaning given in Section 3.4.
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EXCLUDED PLANS
has the meaning given in Section 2.1.
FINAL EMPLOYEE LIST
has the meaning given in Section 1.1.
FRENCH SEDCO FOREX EMPLOYEES
has the meaning given in Section 4.2.
HOME COUNTRY NATIONAL
means a Sedco Forex Employee who is a citizen of, and employed in, a
country other than the United States of America if Transocean employs no other
citizens of that country in such country on the Distribution Date.
IS PENSION PLAN
means the Sedco Forex International Staff Pension Plan.
IS PLANS
means the IS Pension Plan and the IS Profit Sharing Plan.
IS PROFIT SHARING PLAN
means the Sedco Forex International Staff Profit Sharing Plan.
LIABILITIES
means all employment- or benefit-related debts, liabilities and
obligations, whether absolute or contingent, matured or unmatured, liquidated or
unliquidated, accrued or unaccrued, known or unknown, whenever arising, whether
arising under a Plan, an individual employment contract or similar agreement or
otherwise, and whether or not the same would properly be reflected on a balance
sheet.
NEW OPTIONS
has the meaning given in Section 4.2(b).
NON-VESTED OPTIONS
has the meaning given in Section 4.2(a).
PLAN
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means any plan, policy, program, payroll practice, ongoing arrangement
contract, trust, insurance policy or other agreement or funding vehicle, whether
written or unwritten, providing compensation or benefits to employees, or former
employees, of the Sedco Forex Group or the Schlumberger Group.
PROPOSED FINAL EMPLOYEE LIST
has the meaning given in Section 1.1.
SCHLUMBERGER
means Schlumberger Limited, a company organized under the laws of the
Netherlands Antilles.
SCHLUMBERGER COMMON STOCK
means the common stock of Schlumberger, par value U.S. $.01 per share.
SCHLUMBERGER EMPLOYEES
means all employees and former employees of Schlumberger and its
Subsidiaries other than Sedco Forex Employees. In addition, any Sedco Forex
Employees who, between the period commencing on the day following the
Distribution Date and ending 120 days following the Distribution Date, are
transferred to Schlumberger pursuant to mutual agreement of Schlumberger and
Sedco Forex shall be considered Schlumberger Employees for all purposes of this
Agreement, except with respect to compensation payable and welfare benefits
incurred with respect to the period of employment with Sedco Forex after the
Distribution Date.
SCHLUMBERGER FUNDED PLAN
means any Schlumberger Plan that is funded through employer or
employee contributions and as to which a trust or other funding vehicle is
maintained to provide part or all of the benefits pursuant to such plan, each of
which is listed on Schedule 1 hereto.
SCHLUMBERGER GROUP
means Schlumberger and all direct and indirect Subsidiaries of
Schlumberger immediately after the Distribution Date.
SCHLUMBERGER LIABILITIES
has the meaning given in Section 5.3.
SCHLUMBERGER PLANS
means all benefit and compensation plans, including Schlumberger
Funded Plans, employment and benefit arrangements which cover any Sedco Forex
Employee or former
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employee of the Sedco Forex Business, as set forth in Schedule 6.11 of the Sedco
Forex Disclosure Letter dated as of July 12, 1999.
SEDCO FOREX
means Sedco Forex Holdings Limited, a company organized under the laws
of the British Virgin Islands, prior to the Merger, and Transocean Sedco Forex
Inc., a Cayman Islands company, following the Merger.
SEDCO FOREX EMPLOYEES
means all persons who are on the Final Employee List prepared
pursuant to Article I, provided that (i) such persons are employed by Sedco
Forex or its Subsidiaries on the Distribution Date or have taken Special Early
Retirement as described in Section 1.1(b), (ii) each such person who is on an
approved leave of absence or short-term disability on the Distribution Date
shall only be a Sedco Forex Employee if such person returns to the active
employment of the Sedco Forex Business within 120 days following the
Distribution Date and (iii) any such person who is transferred to employment by
Schlumberger after the Distribution Date as contemplated by the definition of
"Schlumberger Employees" shall not be considered a Sedco Forex Employee except
with respect to compensation payable and benefits incurred with respect to the
period of employment with Sedco Forex or a Sedco Forex Subsidiary after the
Distribution Date. In addition, any Schlumberger Employee who, between the
period commencing on the day following the Distribution Date and ending 120 days
following the Distribution Date, is transferred to Sedco Forex pursuant to
mutual agreement of Schlumberger and Sedco Forex shall be considered a Sedco
Forex Employee for all purposes of this Agreement, except with respect to
compensation payable and benefits incurred with respect to the period of
employment with Schlumberger after the Distribution Date. "Sedco Forex
Employees" shall not include any persons who are employees of independent
contractors that provide services for the Sedco Forex Business or that perform
work on any of the drilling units owned or operated by the Sedco Forex Business.
SEDCO FOREX GROUP
means Sedco Forex and all direct and indirect Subsidiaries of Sedco
Forex immediately after the Distribution Date.
SEDCO FOREX LIABILITIES
has the meaning given in Section 5.2.
SHARED RESOURCES EMPLOYEES
has the meaning given in Section 1.1.
TRANSOCEAN
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means Transocean Offshore Inc., a Cayman Islands company, prior to the
Merger, and Transocean Sedco Forex Inc., a Cayman Islands company, following the
Merger.
TRANSOCEAN 423 PLAN
has the meaning given in Section 2.3.
US EMPLOYEE PROFIT SHARING PLANS
has the meaning given in Section 3.4.
US PLAN
means the Sedco Forex Resources Savings and Profit Sharing Plan.
VESTED OPTIONS
means all options to purchase Schlumberger Common Stock held by Sedco
Forex Employees to the extent that such options are exercisable on the
Distribution Date.
Capitalized terms used and not otherwise defined herein are used with
the meaning given thereto in the Distribution Agreement or the Merger Agreement.
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IN WITNESS WHEREOF, the parties have caused this Employee Matters
Agreement to be duly executed as of the day and year first above written.
SCHLUMBERGER LIMITED
By /s/ Victor E. Grijalva
----------------------
Name: Victor E. Grijalva
Title: Vice Chairman
SEDCO FOREX HOLDINGS LIMITED
By /s/ M.I. Unsworth
----------------------
Name: Michael Ian Unsworth
Title: President S.F.H.L.
TRANSOCEAN OFFSHORE INC.
By /s/ Robert L. Long
------------------
Name: Robert L. Long
Title: Executive Vice President
<PAGE>
EXHIBIT 4.5
SEDCO FOREX EMPLOYEES OPTION PLAN
(Effective December 31, 1999)
WHEREAS, Schlumberger Limited, a company organized under the laws of the
Netherlands Antilles ("Schlumberger"), and Sedco Forex Holdings Limited, a
British Virgin Islands company ("Sedco Forex"), entered into that certain
Distribution Agreement dated as of July 12, 1999 (the "Distribution Agreement"),
pursuant to which Schlumberger agreed to spin off its offshore contract drilling
business by distributing the capital stock of Sedco Forex to Schlumberger
stockholders; and
WHEREAS, Schlumberger, Sedco Forex, Transocean Offshore Inc., a Cayman
Islands exempted company (the "Company"), and Transocean SF Limited, a British
Virgin Islands company and a wholly owned subsidiary of the Company ("Merger
Sub"), entered into that certain Agreement and Plan of Merger dated as of July
12, 1999 (the "Merger Agreement"), pursuant to the terms of which Merger Sub
merged with and into Sedco Forex on the date hereof (the "Merger"), with Sedco
Forex surviving the Merger; and
WHEREAS, upon completion of the Merger, the Company changed its name to
"Transocean Sedco Forex Inc.; and
WHEREAS, as provided for in the Distribution Agreement, Schlumberger, the
Company and Sedco Forex entered into an Employee Matters Agreement dated as of
December 13, 1999 (the "EMA"); and
WHEREAS, the EMA provides that as of the Distribution Date (as defined in
the EMA), all nonvested options to purchase Schlumberger common stock held by
Sedco Forex Employees (as defined in the EMA) were terminated (the "Nonvested
Options"); and
WHEREAS, the EMA provides that as of the effective time of the Merger,
fully vested options to purchase Transocean ordinary shares shall be granted to
Sedco Forex Employees whose Nonvested Options were terminated (the "New
Options"); and
WHEREAS, the Company desires to establish a separate share option plan to
provide for the New Options in accordance with the EMA;
NOW, THEREFORE, the Company adopts this Sedco Forex Employees Option Plan
(the "Plan"), as set forth below (capitalized terms used herein or in the Plan
but not defined shall have the meanings assigned thereto in the EMA, the
Distribution Agreement or the Merger Agreement).
<PAGE>
SEDCO FOREX EMPLOYEES OPTION PLAN
(Effective as of December 31, 1999)
I. GENERAL
1.1 PURPOSE OF THE PLAN
The Sedco Forex Employees Option Plan (the "Plan") of Transocean Sedco
Forex Inc. (the "Company") is intended to provide Sedco Forex Employees who held
nonvested options for the purchase of Schlumberger Limited common stock (the
"Nonvested Options"), which were cancelled in accordance with the terms of
Employee Matters Agreement dated as of December 13, 1999 (the "EMA"), with
fully vested options to purchase ordinary shares, par value $.01 per share, of
the Company ("Transocean Ordinary Shares") on substantially the same terms as
provided under the Company's Long-Term Incentive Plan ("New Options").
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"), which shall consist of at least two
Directors all of whom (i) are not eligible for awards under 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").
(b) 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 the Plan under
Article II of the Plan, except as provided in Article III. All decisions
and acts of the Committee shall be final and binding upon all affected Plan
participants.
1.3 ELIGIBLE PARTICIPANTS
"Eligible Participants" are Sedco Forex Employees who held outstanding
Nonvested Options that were cancelled as of the Distribution Date. "Eligible
French Participants" are Eligible Participants who are residents of France for
French income tax purposes.
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1.4 AWARDS UNDER THE PLAN
Awards to Eligible Participants under the Plan shall be in the form of
New Options.
1.5 SHARES SUBJECT TO THE PLAN
The aggregate number of Transocean Ordinary Shares that may be issued
with respect to awards made under the Plan shall not exceed 510,000.
1.6 OTHER COMPENSATION PROGRAMS
The existence and terms of the Plan shall not limit the authority of
the Board 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. ORDINARY SHARE OPTION AWARDS
Subject to the following provisions, New Options shall be awarded to
Eligible Participants as of the Effective Time for the number of Transocean
Ordinary Shares, calculated under Section 2.1 below, and for the option price
set forth in Section 2.2 below.
2.1 CALCULATION OF SHARES UNDERLYING NEW OPTIONS
(a) Calculation of New Options for Eligible Participants. Each
Eligible Participant who is not an Eligible French Participant shall be issued
New Options for the purchase of a number of Transocean Ordinary Shares based on
the number of shares of Schlumberger common stock subject to the cancelled
Nonvested Options held by the Eligible Participant times a fraction, the
numerator of which is the closing price of Schlumberger common stock at the
close of trading on the day immediately prior to the Distribution Date (which
shall be determined without regard to the Distribution of Sedco Forex) and the
denominator of which is the price of a Transocean Ordinary Share at the close of
trading on the day immediately prior to the Distribution Date.
(b) Calculation of New Options for Eligible French Participants.
Eligible French Participants shall receive New Options determined as follows:
(A) the Nonvested Options held by each Eligible French
Participant shall be valued according to the Black Scholes valuation
method (with respect to Schlumberger common stock, valued as of the
Distribution Date); and
(B) New Options shall be granted to each Eligible French
Participant which have an equivalent value to the amount determined in
(A) above, when based on an exercise price equal to the fair market
value of Transocean Ordinary Shares on the date the New Options are
granted.
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(c) Fractional Shares. Notwithstanding the foregoing, the number of
Transocean Ordinary Shares that may be purchased upon exercise of a New Option
shall not include any fractional share and, upon exercise of such New Options, a
cash payment shall be made in lieu of delivery of any fractional share.
2.2 TERMS AND CONDITIONS OF OPTIONS
Subject to the following provisions, all New Options granted under the
Plan to Eligible Participants 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 for New Options held by Eligible Participants. The
exercise price of each New Option granted to an Eligible Participant who is not
an Eligible French Participant shall be the price of a Transocean Ordinary Share
at the close of trading on the day immediately prior to the Distribution Date
times a fraction, the numerator of which is the exercise price of the Nonvested
Option for a share of Schlumberger common stock and the denominator of which is
the price of Schlumberger common stock at the close of trading on the day
immediately prior to the Distribution Date (determined without regard to the
distribution of Sedco Forex).
(b) Option Price for New Options held by Eligible French Participants.
The exercise price of each New Option provided to Eligible French Participants
shall be the fair market value of a Transocean Ordinary Share on the date the
New Options are granted.
(c) Term of Option. Unless otherwise determined by the Committee, the
term of New Options granted under the Plan shall be the remaining term of the
applicable cancelled Nonvested Option at the time of the Distribution. Unless
otherwise determined by the Committee, no option granted hereunder shall have a
term that exceeds the term of the applicable cancelled Nonvested Option. No New
Option shall be exercised after the expiration of its term, except as provided
pursuant to Section 2.2(h) with respect to the death of an optionee.
(d) Exercise of Options. New Options granted under the Plan shall be
immediately exercisable except as otherwise set forth in or provided under the
Plan or any New Option grant agreement.
(e) Payment for Shares. The Committee may authorize payment for shares
as to which a New Option is exercised to be made in cash, Ordinary Shares or in
such other manner as the Committee in its discretion may provide.
(f) Nontransferability of New Options. No New 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 New Options
shall be exercisable only by such optionee or by the guardian or legal
representative of the optionee.
(g) Shareholder Rights. The holder of a New Option shall, as such,
have none of the rights of a shareholder.
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(h) Termination of Employment. The Committee shall have discretion to
specify in the New Option grant or an amendment thereof, provisions with respect
to the period during which the New Option may be exercised following the
optionee's termination of employment. Notwithstanding the foregoing, the
Committee shall not permit any New Option to be exercised beyond the term of the
Option established pursuant to Section 2.2(c), except that the Committee may
provide that, notwithstanding such New Option term, a New 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.
III. ADDITIONAL PROVISIONS
3.1 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.
3.2 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.
3.3 AMENDMENTS
(a) The Board may amend the Plan at any time and from time to time. No
such amendment shall require approval by the stockholders unless stockholder
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 New Option
grant to include any provision which, at the time of such amendment, is
authorized under the terms of the Plan. However, except as set forth in Section
3.4, no outstanding award may be revoked or altered in a manner unfavorable to
the holder without the written consent of the holder.
5
<PAGE>
3.4 CANCELLATION OF AWARDS
Any award granted under 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 price of outstanding New Options where
the existing exercise or base price is higher than the then current market price
of the Ordinary Shares. Notwithstanding the foregoing, the Committee may, in
its sole discretion, cancel any outstanding New Option without the consent of
the option holder, by providing such New Option holder with Ordinary Shares
equal to the number of Ordinary Shares covered by such option, less any
applicable withholding, or by providing the New Option holder with a cash
payment equal to the difference between the exercise price of the New Option and
the fair market value of the covered Ordinary Shares on the date such payment is
made, less any applicable withholding.
3.5 BENEFICIARY
An Eligible Participant may file with the Company a written
designation of Beneficiary, on such form as may be prescribed by the Committee,
to receive any New Options or Ordinary Shares that become deliverable to the
Eligible Participant pursuant to the Plan after the Eligible Participant's
death. An Eligible Participant may, from time to time, amend or revoke a
Beneficiary designation. If no designated Beneficiary survives the Eligible
Participant, the executor or administrator of the Eligible Participant's estate,
acting on behalf of the estate, shall be deemed to be the Eligible Participant's
Beneficiary.
3.6 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 may
elect to have a minimum statutory withholding tax liability 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 the tax liability satisfied using Ordinary Shares
shall comply with such requirements as may be imposed by the Committee.
3.7 NON-UNIFORM DETERMINATIONS
Determinations by the Committee under the Plan (including, without
limitation, determinations of the persons to receive awards under the Plan; 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
<PAGE>
3.8 NO GUARANTEE OF EMPLOYMENT
The grant of an award under the Plan shall not constitute an assurance
of continued employment for any period.
3.9 DURATION AND TERMINATION
(a) The Plan shall terminate upon the expiration and/or exercise of
all New Options awarded hereunder.
(b) The Board may discontinue or terminate the Plan at any time.
Except as set forth in Section 3.4, 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.
3.10 EFFECTIVE DATE
The effective date of the Plan is December 31, 1999.
IN WITNESS WHEREOF, this document has been executed effective as of
December 31, 1999.
TRANSOCEAN SEDCO FOREX INC.
By: /s/ Eric B. Brown
-----------------------
Eric B. Brown
Corporate Secretary
7
<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 merger
with Sedco Forex Holdings Limited, a British Virgin Islands company ("SEDCO
FOREX"). Under the merger, Transocean has reserved 510,000 ordinary shares, of a
par or nominal value of US$0.01 per share of Transocean pursuant to the Sedco
Forex Employees Option Plan (the "PLAN").
We have been asked to provide this legal opinion to you in connection
with the filing of the Post-Effective Amendment on Form S-8 to Form S-4
Registration Statement and Form S-8 Registration Statement, pursuant to the
Securities Act of 1933, as amended, to register the shares issuable under the
Plan (the "FORM S-8 REGISTRATION STATEMENTS") 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.
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:
<PAGE>
That the ordinary shares of Transocean to be offered in accordance with the
Plan will be recognized when issued 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 Form S-8
Registration Statements 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 July 11, 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 Post-Effective Amendment
No. 1 on Form S-8 to Registration Statement on Form S-4 and Form S-8
Registration Statement pertaining to the Sedco Forex Employees Option 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
