<PAGE>
As filed with the Securities and Exchange Commission on January 12, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
TRANSOCEAN SEDCO FOREX INC.
(Exact Name of Registrant as Specified in Its Charter)
CAYMAN ISLANDS [N/A]
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(Address of Principal Executive Offices)
- --------------------------------------------------------------------------------
EMPLOYEE STOCK PURCHASE 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title Of Securities Amount To Be Registered Offering Price Per Aggregate Offering Amount of
To Be Registered Share(2) Price(2) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares, par 500,000(1) $30.06 $15,030,000 $3,968
value $.01 per share
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus such additional number of shares as may be issuable by reason of the
anti-dilution provisions of the Plan.
(2) Estimated pursuant to Rules 457(c) and (h) solely for the purpose of
computing the registration fee and based upon the average of the high and
low sales prices reported on the New York Stock Exchange Composite Tape on
January 5, 2000.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus to which
this registration statement relates is a combined prospectus that also relates
to the Registration Statement on Form S-8, Reg. No. 333-58203, filed by the
registrant's predecessor entity, Transocean Offshore Inc., on June 30, 1998, as
amended by the registrant's filing of a post-effective amendment pursuant to
Rule 414 under the Securities Act on May 17, 1999.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The registrant will maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant will furnish to the Commission or its staff a copy of any or all of
the documents included in such file.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which the registrant and its predecessor
registrant, Transocean Offshore Inc., a Delaware corporation ("Transocean-
Delaware"), have filed with the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated in this
registration statement by reference and shall be deemed to be a part hereof:
1. the registrant's prospectus filed pursuant to Rule 424(b)(3) under
the Securities Act on November 1, 1999;
2. the registrant's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1999 and June 30, 1999, respectively, and
Transocean-Delaware's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999;
3. the registrant's Current Reports on Form 8-K filed on January 12,
2000, November 9, 1999, July 27, 1999 and May 17, 1999 and
Transocean-Delaware's Current Report on Form 8-K filed on March 15,
1999; and
4. the description of the registrant's ordinary shares, par value
US$.01 per share, contained in the registrant's Registration
Statement on Form S-4, Reg. No. 333-89727, filed on October 26,
1999.
All documents filed by Transocean Sedco Forex Inc. ("Transocean") with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the date of this registration statement and prior to the
filing of a post-effective amendment to this registration statement, which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated in this
registration statement by reference and to be a part hereof from the date of
filing of such documents.
Any statement contained in this registration statement, in any
amendment to this registration statement or in a document incorporated by
reference in this registration statement shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in this registration statement or in any subsequently filed
supplement to this registration statement, or in any document that also is
incorporated by reference in this registration statement, modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities.
Not applicable.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the Transocean ordinary shares to be issued will be
passed upon for Transocean by Walkers, Cayman Islands.
Item 6. Indemnification of Directors and Officers.
Section 34.1 of Transocean's Articles of Association provides that:
No Director shall be personally liable to the Company or, if any, its
Members for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty
to the Company or, if any, to its Members, (ii) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing violation
of law or (iii) for any transaction from which the Director derived an
improper personal benefit.
The Company shall indemnify, to the fullest extent permitted by the laws of
the Cayman Islands as from time to time in effect, if any, any person who
was or is a party or is threatened to be made a party to, or otherwise
requires representation by counsel in connection with, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not an action by or in the
right of the Company) by reason of the fact that he is or was a Director or
officer of the Company, or, while serving as a Director or officer of the
Company, is or was serving at the request of the Company, as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged to
have been taken or omitted in such capacity. The right to indemnification
conferred by Section 34.1 also includes the right of such persons to be
paid in advance by the Company for their expenses to the fullest extent
permitted by the laws of the Cayman Islands as from time to time in effect.
Unless otherwise determined by the Company's Board of Directors, the
Company shall indemnify to the fullest extent permitted by the laws of the
Cayman Islands as from time to time in effect, if any, any person who was
or is a party or is threatened to be made a party to, or otherwise requires
representation by counsel in connection with, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not an action by or in the
right of the Company), by reason of the fact that he is or was an employee
(other than an officer) or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
or by reason of any action alleged to have been taken or omitted in such
capacity.
The rights and authority conferred by Section 34.1 are not exclusive of any
other right that any person has or hereafter acquires under any law,
provision of these Articles or the Memorandum of Association, agreement,
vote of Members or of the Board of Directors or otherwise.
II-2
<PAGE>
Transocean also has directors and officers liability insurance that would
indemnify its directors and officers against damages arising out of certain
kinds of claims that might be made against them based on their negligent acts or
omissions while acting in their capacity as such.
The Agreement and Plan of Merger dated as of July 12, 1999 by and among
Schlumberger Limited, Sedco Forex Holdings Limited ("Sedco Forex"), Transocean
and Transocean SF Limited provides that, following the merger described in that
agreement, Transocean will indemnify, defend and hold harmless, to the fullest
extent permitted under applicable law, (1) each person who is, or has been at
any time prior to the effective time of the merger, an officer or director of
Sedco Forex or any of its subsidiaries or divisions and (2) each person who
served as a director, officer, trustee or fiduciary of another corporation,
partnership, joint venture, trust, pension or other employee benefit plan or
enterprise at the request of Sedco Forex against all losses, claims, damages,
liabilities, costs or expenses, including attorneys' fees, judgments, fines,
penalties and amounts paid in settlement in connection with any claim, action,
suit, proceeding or investigation that arises out of or pertains to actual or
alleged acts or omissions by them in the capacities set forth in (1) and (2)
above. Transocean's duty to indemnify, defend and hold harmless applies whether
or not such actions were commenced, asserted or claimed prior to the effective
time of the merger. In the event of such claim, action, suit, proceeding or
investigation, Transocean is required to pay the fees and expenses of counsel
selected by the party to be indemnified, to the fullest extent permitted by
applicable law in advance of the final disposition of any such action and
cooperate in the defense of any such matter.
The merger agreement also provides that these rights to indemnification
will survive the merger and continue in full force and effect for six years
after the effective time of the merger. The merger agreement provides that for
a period of six years after the effective time of the merger, Transocean will
maintain officers' and directors' liability insurance covering those individuals
described in (1) and (2) of the preceding paragraph who were covered prior to
the effective time of the merger by officers' and directors' liability insurance
policies maintained by Sedco Forex on terms substantially no less advantageous
to those individuals than the existing Sedco Forex insurance, provided that such
insurance is available at a reasonable cost.
Item 7. Exemptions From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following documents are filed as a part of this registration statement
or incorporated by reference herein:
<TABLE>
<CAPTION>
Exhibit No. Description
- ------------- ---------------------------------------------------------------------------------
<C> <S>
*4.1 Memorandum of Association of Transocean Sedco Forex Inc., as amended
(incorporated by reference to the registrant's Current Report on Form 8-K filed
on January 12, 2000)
*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)
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <S>
4.3 Employee Matters Agreement dated as of December 13, 1999 among Schlumberger
Limited, Sedco Forex Holdings Limited and Transocean Offshore Inc.
4.4 Employee Stock Purchase Plan, as amended and restated effective January 1, 2000
5.1 Opinion of Walkers, regarding the legality of securities to be issued by
Transocean Sedco Forex Inc.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Walkers (included in Exhibit 5.1)
24.1 Powers of Attorney
</TABLE>
________________
*Incorported herein by reference as indicated.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement
II-4
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ J. Michael Talbert President and Chief Executive Officer and Director (Principal
- ---------------------------- Executive Officer)
J. Michael Talbert
/s/ Robert L. Long Executive Vice President and Chief Financial Officer (Principal
- ---------------------------- Financial Officer)
Robert L. Long
/s/ Barbara S. Koucouthakis Vice President (Principal Accounting Officer)
- ----------------------------
Barbara S. Koucouthakis
* Chairman of the Board
- ----------------------------
Victor E. Grijalva
* Director
- ----------------------------
Richard D. Kinder
* Director
- ----------------------------
Ronald L. Kuehn, Jr.
Director
- ----------------------------
Arthur Lindenauer
* Director
- ----------------------------
Martin B. McNamara
Director
- ----------------------------
Roberto Monti
* Director
- ----------------------------
Alain Roger
Director
- ----------------------------
Kristian Siem
* Director
- ----------------------------
Ian C. Strachan
*By: /s/ Nicolas J. Evanoff
- ----------------------------
Nicolas J. Evanoff
(Attorney-in-Fact)
</TABLE>
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 Employee Matters Agreement dated as of December 13, 1999 among Schlumberger
Limited, Sedco Forex Holdings Limited and Transocean Offshore Inc.
4.4 Employee Stock Purchase Plan, as amended and restated effective January 1, 2000
5.1 Opinion of Walkers, regarding the legality of securities to be issued by
Transocean Sedco Forex Inc.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Walkers (included in Exhibit 5.1)
24.1 Powers of Attorney
</TABLE>
________________
*Incorporated herein by reference as indicated.
II-7
<PAGE>
EXHIBIT 4.3
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......
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
ARTICLE V ALLOCATION OF LIABILITIES........................... 12
5.1 Liabilities Assumed By Sedco Forex................... 12
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
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........................................ 17
6.13 No Assignment........................................ 17
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............................................. 18
6.20 Severability......................................... 18
6.21 Amendment............................................ 19
6.22 Waiver............................................... 19
ARTICLE VII DEFINITIONS....................................... 19
Agreement................................................... 19
Benefits Maintenance Period................................. 19
COBRA....................................................... 19
Contribution Period......................................... 19
Covered Countries........................................... 19
CSI Plan.................................................... 19
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CTI Plan.................................................... 20
Distribution................................................ 20
Distribution Agreement...................................... 20
Distribution Date........................................... 20
DM Plan..................................................... 20
DSPP........................................................ 20
Employed Abroad Plan........................................ 20
Excluded Plans.............................................. 20
Final Employee List......................................... 20
French Sedco Forex Employees................................ 20
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................................ 21
Schlumberger................................................ 21
Schlumberger Common Stock................................... 22
Schlumberger Employees...................................... 22
Schlumberger Funded Plan.................................... 22
Schlumberger Group.......................................... 22
Schlumberger Liabilities.................................... 22
Schlumberger Plans.......................................... 22
Sedco Forex................................................. 22
Sedco Forex Employees....................................... 22
Sedco Forex Group........................................... 23
Sedco Forex Liabilities..................................... 23
Shared Resources Employees.................................. 23
Transocean.................................................. 23
</TABLE>
iii
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Transocean 423 Plan......................................... 23
US Employee Profit Sharing Plans............................ 23
US Plan..................................................... 23
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.
3
<PAGE>
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 Date. Sedco Forex shall have 60 days following the
Distribution Date in which to elect
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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.
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
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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 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
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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.
(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
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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 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
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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 "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
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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 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.
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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:
(A) the outstanding Nonvested Options of each French Sedco Forex
Employee shall be valued according to the Black Scholes
valuation
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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.
(g) Liability assigned to Sedco Forex under Section 2.3 related to the
Transocean 423 Plan.
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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.
(h) All Liability related to workers' compensation for Sedco Forex Employees to
the extent that payments become due before the Distribution Date.
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(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 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
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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.
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
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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 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:
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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.
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
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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.
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
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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
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.
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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.
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.
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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
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.
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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 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
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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
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.
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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
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EXHIBIT 4.4
TRANSOCEAN SEDCO FOREX INC.
EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated Effective January 1, 2000)
1. PURPOSE
The Transocean Sedco Forex Inc. Employee Stock Purchase Plan (the
"Plan") is designed to encourage and assist all employees of Transocean Sedco
Forex Inc., a Cayman Islands exempted company limited by shares ("Transocean")
and Subsidiaries (as defined in Section 4) (hereinafter collectively referred
to as the "Company"), where permitted by applicable laws and regulations, to
acquire an equity interest in Transocean through the purchase of ordinary
shares, par value US$.01 per share, of Transocean ("Ordinary Shares"). It is
intended that this Plan shall constitute an "employee stock purchase plan"
within the meaning of Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered and interpreted by the Finance and
Benefits Committee (the "Committee") appointed by the Board of Directors of
Transocean (the "Board"), which Committee shall consist of at least two (2)
persons. The Committee shall supervise the administration and enforcement of
the Plan according to its terms and provisions and shall have all powers
necessary to accomplish these purposes and discharge its duties hereunder
including, but not by way of limitation, the power to (i) employ and compensate
agents of the Committee for the purpose of administering the accounts of
participating employees; (ii) construe or interpret the Plan; (iii) determine
all questions of eligibility; and (iv) compute the amount and determine the
manner and time of payment of all benefits according to the Plan.
The Committee may act by decision of a majority of its members at a
regular or special meeting of the Committee or by decision reduced to writing
and signed by all members of the Committee without holding a formal meeting.
The Committee may delegate its duties and authority under this Plan to one or
more officers of the Company, and actions taken by such duly authorized officers
shall be deemed to be actions of the Committee.
3. NATURE AND NUMBER OF SHARES
The Ordinary Shares subject to issuance under the terms of the Plan
shall be shares of Transocean's authorized but unissued Ordinary Shares,
previously issued Ordinary Shares reacquired and held by Transocean or Ordinary
Shares purchased on the open market. The aggregate number of Ordinary Shares
which may be issued under the Plan shall not exceed seven hundred fifty thousand
(750,000) Ordinary Shares. All
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Ordinary Shares purchased under the Plan, regardless of source, shall be counted
against the seven hundred fifty thousand (750,000) Ordinary Share limitation.
In the event of any scheme of arrangement, reorganization, share
split, reverse share split, share dividend, combination of shares, merger,
consolidation, offering of rights or other similar change in the capital
structure of Transocean, the Committee may make such adjustment, if any, as it
deems appropriate in the number, kind and purchase price of the Ordinary Shares
available for purchase under the Plan and in the maximum number of Ordinary
Shares which may be issued under the Plan, subject to the approval of the Board
and in accordance with Section 19.
4. ELIGIBILITY REQUIREMENTS
Each "Employee" (as hereinafter defined), except as described in the
next following paragraph, shall become eligible to participate in the Plan in
accordance with Section 5 on the first "Enrollment Date" (as defined therein)
following employment by the Company. Participation in the Plan is voluntary.
The following Employees are not eligible to participate in the Plan:
(i) Employees who would, immediately upon enrollment in the Plan, own
directly or indirectly, or hold options or rights to acquire, an aggregate of
five percent (5%) or more of the total combined voting power or value of all
outstanding shares of all classes of the Company or any subsidiary (in
determining share ownership of an individual, the rules of Section 424(d) of the
Code shall be applied, and the Committee may rely on representations of fact
made to it by the employee and believed by it to be true); and
(ii) Employees of Transocean who are customarily employed for less than
twenty (20) hours per week or less than five (5) months in any calendar year;
and
(iii) Employees of any Subsidiary who are excluded under the terms of
any agreement evidencing the adoption of the Plan; and
(iv) Employees who reside in a country in which the Plan fails to meet
applicable legal and regulatory requirements or in a country whose laws make
participation impractical.
"Employee" shall mean any individual employed by Transocean or any
Subsidiary (as hereinafter defined). "Subsidiary" shall mean any corporation
(a) which is in an unbroken chain of corporations beginning with Transocean if,
on or after the Effective Date, each of the corporations other than the last
corporation in the chain owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in the chain and (b) which has adopted the Plan with the approval
of the Committee.
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5. ENROLLMENT
Each eligible Employee of Transocean or any Subsidiary as of May 14,
1998, (the "Effective Date" herein) may enroll in the Plan as soon as
administratively feasible after the Effective Date, as determined by the
Committee. Each other eligible Employee of Transocean or a participating
Subsidiary who thereafter becomes eligible to participate may enroll in the Plan
on the first January 1 following the date he first meets the eligibility
requirements of Section 4. Notwithstanding the foregoing, with respect to the
Plan's designated purchase period (the "Purchase Period") ending December 31,
2000, an eligible employee must enroll in the Plan prior to the first to occur
of (i) January 1, 2000 or, if later, the date of the consummation of the merger
transaction contemplated by the July 12, 1999 Agreement and Plan of Merger
between Schlumberger Limited, Sedco Forex Holdings Limited, and the Company (the
"Merger") or (ii) February 29, 2000. Any eligible Employee not enrolling in the
Plan when first eligible may enroll in the Plan on any subsequent January 1.
Any eligible Employee may enroll or re-enroll in the Plan on the dates
hereinabove prescribed or such other specific dates established by the Committee
from time to time ("Enrollment Dates"). In order to enroll, an eligible
Employee must complete, sign and submit the appropriate form to the person
designated by the Committee.
6. METHOD OF PAYMENT
Payment for shares is to be made as of the applicable "Purchase Date"
(as defined in Section 9) through payroll deductions on an after-tax basis (with
no right of prepayment) over the Purchase Period, with the first such deduction
commencing with the first payroll period ending after the Enrollment Date. Each
Purchase Period under the Plan shall be a period of one (1) year beginning on
each January 1 and ending on the following December 31 or such other period as
the Committee may prescribe. Each participating Employee (hereinafter referred
to as a "Participant") will authorize such deductions from his pay for each
month during the Purchase Period, and such amounts will be deducted in
conformity with his employer's payroll deduction schedule; provided, however,
that payroll withholding during the initial Purchase Period will begin as soon
as administratively feasible, after the Effective Date, as is determined by the
Committee in its discretion.
Each Participant may elect to make contributions each pay period in
amounts not less than two percent (2%) of the Participant's monthly compensation
(with no dollar minimum), not to exceed a monthly contribution equal to twenty
percent (20%) of the Participant's monthly compensation (base pay and overtime
pay associated with base pay, but excluding premium or special pay and overtime
associated therewith) (or such other dollar amounts as the Committee may
establish from time to time before an Enrollment Date for all purchases to occur
during the relevant Purchase Period). In establishing other dollar amounts of
permitted contributions, the Committee may take into account the "Maximum Share
Limitation" (as defined in Section 8). The rate of contribution shall be
designated by the Participant in the enrollment form.
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A Participant may elect to increase or decrease the rate of
contribution effective as of the first day of the Purchase Period by giving
prior written notice to the person designated by the Committee on the
appropriate form. A Participant may not elect to increase or decrease the rate
of contribution during a Purchase Period. A Participant may suspend payroll
deductions at any time during the Purchase Period by giving prior written notice
to the person designated by the Committee on the appropriate form. If a
Participant elects to suspend his payroll deductions, such Participant's account
will continue to accrue interest and will be used to purchase shares at the end
of the Purchase Period. A Participant may also elect to withdraw his entire
contributions for the current Purchase Period in accordance with Section 8 by
giving prior written notice to the person designated by the Committee on the
appropriate form. Any Participant who withdraws his contributions will receive,
as soon as practicable, his entire account balance, including interest and
dividends, if any. Any Participant who suspends payroll deductions or withdraws
contributions during any Purchase Period cannot resume payroll deductions during
such Purchase Period and must re-enroll in the Plan in order to participate in
the next Purchase Period.
Any Participant, in accordance with the procedure established by the
Company, can elect to contribute to the Plan by making a cash payment or by
assigning to the Company the right to receive a cash payment. This assignment
or transfer of a cash payment to the Plan must occur after the consummation of
the Merger and not later than February 29, 2000.
Except in case of cancellation of election to purchase, death,
resignation or other terminating event, the amount in a Participant's account at
the end of the Purchase Period will be applied to the purchase of Ordinary
Shares.
7. CREDITING OF CONTRIBUTIONS, INTEREST AND DIVIDENDS
Contributions shall be credited to a Participant's account as soon as
administratively feasible after payroll withholding. Unless otherwise
prohibited by laws and regulations, Participant contributions will receive
interest at a rate realized for the investment vehicle or vehicles designated by
the Committee for purposes of the Plan. Interest will be credited to a
Participant's account from the first date on which such Participant's
contributions are deposited with the investment vehicle until the earlier of (i)
the end of the Purchase Period or (ii) in the event of cancellation, death,
resignation or other terminating event, the last day for which interest is
allocated for such investment vehicle prior to the date on which such
contributions are returned to the Participant. Dividends on shares held in a
Participant's account in the Plan will be invested in Ordinary Shares under the
Company's Shareholder Dividend Reinvestment Plan. Any such contributions,
interest and dividends shall be deposited in or held by a bank or financial
institution designated by the Committee for this purpose (the "Custodian").
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8. GRANT OF RIGHT TO PURCHASE SHARES ON ENROLLMENT
Enrollment in the Plan by an Employee on an Enrollment Date will
constitute the grant by the Company to the Participant of the right to purchase
Ordinary Shares under the Plan. Re-enrollment by a Participant in the Plan will
constitute a grant by the Company to the Participant of a new opportunity to
purchase shares on the Enrollment Date on which such re-enrollment occurs. A
Participant who has not (a) terminated employment, (b) withdrawn his
contributions from the Plan, or (c) notified the Company in writing, by December
1 (or such date as the Committee shall establish), of his election to withdraw
his payroll deductions plus interest as of December 31 will have Ordinary Shares
purchased for him on the applicable Purchase Date, and he will automatically be
re-enrolled in the Plan on the Enrollment Date immediately following the
Purchase Date on which such purchase has occurred, unless each Participant
notifies the person designated by the Committee on the appropriate form that he
elects not to re-enroll.
Each right to purchase Ordinary Shares under the Plan during a
Purchase Period shall have the following terms:
(i) the right to purchase Ordinary Shares during a particular Purchase
Period shall expire on the earlier of: (A) the completion of the purchase of
shares on the Purchase Date occurring in the Purchase Period, or (B) the date on
which participation of such Participant in the Plan terminates for any reason;
(ii) payment for shares purchased will be made through payroll
withholding and the crediting of interest and dividends, if applicable, in
accordance with Sections 6 and 7;
(iii) purchase of shares will be accomplished only in accordance with
Section 9;
(iv) the price per share will be determined as provided in Section 9;
(v) the right to purchase shares (taken together with all other such
rights then outstanding under this Plan and under all other similar stock
purchase plans of Transocean or any Subsidiary) will in no event give the
Participant the right to purchase a number of shares during a calendar year in
excess of the number of Ordinary Shares derived by dividing twenty-five thousand
dollars (US$25,000) by the fair market value of the Ordinary Shares (the
"Maximum Share Limitation") on the applicable Grant Date determined in
accordance with Section 9;
(vi) shares purchased under this Plan may not be sold within three (3)
months of the Purchase Date, unless the Committee, in its sole discretion,
waives this requirement; and
5
<PAGE>
(vii) the right to purchase shares will in all respects be subject to
the terms and conditions of the Plan, as interpreted by the Committee from time
to time.
9. PURCHASE OF SHARES
The right to purchase Ordinary Shares granted by the Company under the
Plan is for the term of a Purchase Period. The fair market value of the
Ordinary Shares ("Fair Market Value") to be purchased during such Purchase
Period will be the closing composite sales price per Ordinary Share in the New
York Stock Exchange Composite Transactions Quotations on the first trading day
of the calendar month of January, or such other trading date designated by the
Committee (the "Grant Date"); provided, however, that for the Purchase Period
which begins on the Effective Date, the Grant Date shall be the Effective Date.
Notwithstanding the foregoing, with respect to the Purchase Period ending
December 31, 2000, the Grant Date shall be the first to occur of (i) January 1,
2000 or, if later, the date of the consummation of the Merger or (ii) February
29, 2000. The Fair Market Value of the Ordinary Shares will again be determined
in the same manner on the last trading day of the calendar month of December, or
such other trading date designated by the Committee (the "Purchase Date");
however, in no event shall the Committee, in the exercise of its discretion,
designate a Purchase Date beyond twelve (12) months from the related Enrollment
Date or otherwise fail to meet the requirements of Section 423(b)(7) of the
Code. These dates constitute the date of grant and the date of exercise for
valuation purposes of Section 423 of the Code.
As of the Purchase Date, the Committee shall apply the funds then
credited to each Participant's account to the purchase of Ordinary Shares. The
cost to the Participant for the shares purchased during a Purchase Period shall
be the lower of:
(i) eighty-five percent (85%) of the Fair Market Value of Ordinary
Shares on the Grant Date; or
(ii) eighty-five percent (85%) of the Fair Market Value of Ordinary
Shares on the Purchase Date.
Certificates evidencing shares purchased shall be delivered to the
Custodian or to any other bank or financial institution designated by the
Committee for this purpose or delivered to the Participant (if the Participant
has elected by written notice to the Committee to receive the certificate) as
soon as administratively feasible after the Purchase Date; however, certificates
shall not be delivered to the Participant within one (1) year of the Purchase
Date of the underlying shares, except as otherwise provided herein.
Notwithstanding the foregoing, Participants shall be treated as the record
owners of their shares effective as of the Purchase Date. Shares that are held
by the Custodian or any other designated bank or financial institution shall be
held in book entry form. Until such certificates are distributed to the
Participant, the Participant will not be permitted to transfer ownership of the
certificates except as contemplated by Section 10 or Section 14 of the Plan.
Any Participant who terminates employment will receive a certificate for the
number of shares held in his account and a cash refund attributable to amounts
equal to
6
<PAGE>
less than the price of a whole share, and any accumulated contributions,
dividends and interest. If for any reason the purchase of shares with a
Participant's allocations to the Plan exceeds or would exceed the Maximum Share
Limitation, such excess amounts shall be refunded to the Participant as soon as
practicable after such excess has been determined to exist.
If as of any Purchase Date the shares authorized for purchase under
the Plan are exceeded, enrollments shall be reduced proportionately to eliminate
the excess. Any funds that cannot be applied to the purchase of shares due to
excess enrollment shall be refunded as soon as administratively feasible,
including interest determined in accordance with Section 7. The Committee in
its discretion may also provide that excess enrollments may be carried over to
the next Purchase Period under this Plan or any successor plan according to the
regulations set forth under Section 423 of the Code.
10. WITHDRAWAL OF SHARES AND SALE OF SHARES
(a) A Participant may elect to withdraw at any time (without withdrawing
from participation in the Plan) shares which have been held in his account for
at least one (1) year by giving notice to the person designated by the Committee
on the appropriate form. Upon receipt of such notice from the person designated
by the Committee, the Custodian, bank or other financial institution designated
by the Committee for this purpose will arrange for the issuance and delivery of
such shares held in the Participant's account as soon as administratively
feasible.
(b) Notwithstanding anything in the Plan to the contrary, a Participant
may sell shares which are held in his account, including shares which have been
held in his account for less than one (1) year, but not less than three (3)
months as provided in Section 8(vi) (unless waived by the Committee), by giving
notice to the person designated by the Committee on the appropriate form. Upon
receipt of such notice from the person designated by the Committee, the
Custodian, bank or other financial institution designated by the Committee for
this purpose will arrange for the sale of such Participant's shares. Any sale
will be deemed to occur as soon as practicable after the Participant provides
such notice to the person designated by the Committee. The proceeds of any sale
under this subsection 10(b), less any associated commissions or required
withholding for taxes, shall be paid to the Participant as soon as practicable
after the sale.
11. TERMINATION OF PARTICIPATION
The right to participate in the Plan terminates immediately when a
Participant ceases to be employed by the Company for any reason whatsoever
(including death, unpaid disability or when the Participant's employer ceases to
be a Subsidiary) or the Participant otherwise becomes ineligible. Participation
also terminates immediately when the Participant voluntarily withdraws his
contributions from the Plan. Participation terminates immediately after the
Purchase Date if the Participant is not re-enrolled in the Plan for the next
Purchase Period or if the Participant has suspended payroll deductions
7
<PAGE>
during any Purchase Period and has not re-enrolled in the Plan for the next
Purchase Period. As soon as administratively feasible after termination of
participation due to cessation of employment, the Committee shall pay to the
Participant or his beneficiary or legal representative all amounts credited to
his account, including interest and dividends, if applicable, determined in
accordance with Section 7, and shall cause a certificate for the number of
shares held in his account to be delivered to the Participant, subject to the
restrictions in Section 9. For purposes of the Plan, a Participant is not deemed
to have terminated his employment if he transfers employment from Transocean to
a Subsidiary, or vice versa, or transfers employment between Subsidiaries.
12. UNPAID LEAVE OF ABSENCE
Unless the Participant has voluntarily withdrawn his contributions
from the Plan, shares will be purchased for his account on the Purchase Date
next following commencement of an unpaid leave of absence by such Participant,
provided such leave does not constitute a termination of employment. The number
of shares to be purchased will be determined by applying to the purchase the
amount of the Participant's contributions made up to the commencement of such
unpaid leave of absence plus interest on such contributions and dividends, if
applicable, both determined in accordance with Section 7. If the Participant's
unpaid leave of absence both commences and terminates during the same Purchase
Period and he has resumed eligible employment prior to the Purchase Date related
to that Purchase Period, he may also resume payroll deductions immediately, and
shares will be purchased for him on such Purchase Date as otherwise provided in
Section 9.
13. DESIGNATION OF BENEFICIARY
Each Participant may designate one or more beneficiaries in the event
of death and may, in his sole discretion, change such designation at any time.
Any such designation shall be effective upon receipt by the person designated by
the Committee and shall control over any disposition by will or otherwise.
As soon as administratively feasible after the death of a Participant,
amounts credited to his account, including interest and dividends, if
applicable, determined in accordance with Section 7, shall be paid in cash and a
certificate for any shares shall be delivered to the Participant's designated
beneficiaries or, in the absence of such designation, to the executor,
administrator or other legal representative of the Participant's estate. Such
payment shall relieve the Company of further liability to the deceased
Participant with respect to the Plan. If more than one beneficiary is
designated, each beneficiary shall receive an equal portion of the account
unless the Participant has given express contrary instructions.
14. ASSIGNMENT
Except as provided in Section 13, the rights of a Participant under
the Plan will not be assignable or otherwise transferable by the Participant,
other than by will or
8
<PAGE>
the laws of descent and distribution or pursuant to a "qualified domestic
relations order," as defined in Section 414(p) of the Code. No purported
assignment or transfer of such rights of a Participant under the Plan, whether
voluntary or involuntary, by operation of law or otherwise, shall vest in the
purported assignee or transferee any interest or right therein whatsoever, but
immediately upon such assignment or transfer, or any attempt to make the same,
such rights shall terminate and become of no further effect. If this provision
is violated, the Participant's election to purchase Ordinary Shares shall
terminate, and the only obligation of the Company remaining under the Plan will
be to pay to the person entitled thereto the amount then credited to the
Participant's account. No Participant may create a lien on any funds,
securities, rights or other property held for the account of the Participant
under the Plan, except to the extent that there has been a designation of
beneficiaries in accordance with the Plan, and except to the extent permitted by
will or the laws of descent and distribution if beneficiaries have not been
designated. A Participant's right to purchase shares under the Plan shall be
exercisable only during the Participant's lifetime and only by him.
15. COSTS
All costs and expenses incurred in administering this Plan shall be
paid by the Company. Any brokerage fees for the sale of shares purchased under
the Plan shall be paid by the Participant.
16. REPORTS
At the end of each Purchase Period, the Company shall provide or cause
to be provided to each Participant a report of his contributions, including
interest earned, and the number of Ordinary Shares purchased with such
contributions by that Participant on each Purchase Date.
17. EQUAL RIGHTS AND PRIVILEGES
All eligible Employees shall have equal rights and privileges with
respect to the Plan to the extent necessary to enable the Plan to qualify for
U.S. tax purposes as an "employee stock purchase plan" within the meaning of
Section 423 or any successor provision of the Code and related regulations. Any
provision of the Plan which is inconsistent with Section 423 or any successor
provision of the Code shall without further act or amendment by the Company be
reformed to comply with the requirements of Section 423. This Section 17 shall
take precedence over all other provisions in the Plan.
18. RIGHTS AS SHAREHOLDERS
A Participant will have no rights as a shareholder under the election
to purchase until he becomes a shareholder as herein provided. A Participant
will become a shareholder with respect to shares for which payment has been
completed as provided in Section 9 at the close of business on the last business
day of the Purchase Period.
9
<PAGE>
19. MODIFICATION AND TERMINATION
The Board may amend or terminate the Plan at any time insofar as
permitted by law. No amendment shall be effective unless within one (1) year
after it is adopted by the Board, it is approved by the holders of Transocean's
outstanding shares if and to the extent such amendment is required to be
approved by shareholders in order to cause the rights granted under the Plan to
purchase Ordinary Shares to meet the requirements of Section 423 of the Code (or
any successor provision).
The Plan shall terminate after all Ordinary Shares issued under the
Plan have been purchased, unless terminated earlier by the Board or unless
additional Ordinary Shares are issued under the Plan with the approval of the
shareholders. In the event the Plan is terminated, the Committee may elect to
terminate all outstanding rights to purchase shares under the Plan either
immediately or upon completion of the purchase of shares on the next Purchase
Date, unless the Committee has designated that the right to make all such
purchases shall expire on some other designated date occurring prior to the next
Purchase Date. If the rights to purchase shares under the Plan are terminated
prior to expiration, all funds contributed to the Plan which have not been used
to purchase shares shall be returned to the Participants as soon as
administratively feasible, including interest and dividends, if applicable,
determined in accordance with Section 7.
20. BOARD AND SHAREHOLDER APPROVAL; EFFECTIVE DATE
The Plan was originally adopted by the Board on March 12, 1998 and was
effective immediately on such date. The Plan was originally approved by
shareholders at the 1998 annual meeting. This amendment and restatement of the
Plan was adopted by the Compensation Committee of the Board of Directors
effective January 1, 2000, and the increase in the aggregate number of Ordinary
Shares reserved for issuance under the Plan was approved by the holders of a
majority of issued and outstanding Ordinary Shares at the extraordinary general
shareholders' meeting held on December 10, 1999.
21. GOVERNMENTAL APPROVALS OR CONSENTS
This Plan and any offering or sale made to Employees under it are
subject to any governmental approvals or consents that may be or become
applicable in connection therewith. Subject to the provisions of Section 19,
the Board may make such changes in the Plan and include such terms in any
offering under the Plan as may be desirable to comply with the rules or
regulations of any governmental authority.
22. LISTING OF SHARES AND RELATED MATTERS
If at any time the Board or the Committee shall determine, based on
opinion of legal counsel, that the listing, registration or qualification of the
shares covered by the Plan upon any national securities exchange or reporting
system or under any state or federal law is necessary or desirable as a
condition of, or in connection with, the sale or purchase of shares under the
Plan, no shares will be sold, issued or delivered
10
<PAGE>
unless and until such listing, registration or qualification shall have been
effected or obtained, or otherwise provided for, free of any conditions not
acceptable to legal counsel.
23. EMPLOYMENT RIGHTS
The Plan shall neither impose any obligation on Transocean or on any
Subsidiary to continue the employment of any Participant, nor impose any
obligation on any Participant to remain in the employ of Transocean or of any
Subsidiary.
24. WITHHOLDING OF TAXES
The Committee may make such provisions as it may deem appropriate for
the withholding of any taxes which it determines is required in connection with
the purchase of Ordinary Shares under the Plan.
25. SUBSIDIARY TERMS
In addition to changes in eligibility requirements, the adopting
Subsidiaries may make any changes in the terms of this Plan applicable to their
Employees as shall be acceptable to the Committee, provided that such changes do
not cause the Plan to fail to comply with the requirements of Section 423 of the
Code, to the extent it is applicable.
26. GOVERNING LAW
The Plan and rights to purchase shares that may be granted hereunder
shall be governed by and construed and enforced in accordance with the laws of
the State of Texas.
27. USE OF GENDER
The gender of words used in the Plan shall be construed to include
whichever may be appropriate under any particular circumstances of the
masculine, feminine or neuter genders.
11
<PAGE>
28. OTHER PROVISIONS
The agreements to purchase Ordinary Shares under the Plan shall
contain such other provisions as the Committee and the Board shall deem
advisable, provided that no such provision shall in any way be in conflict with
the terms of the Plan.
IN WITNESS WHEREOF, this document has been executed effective as of
January 1, 2000.
TRANSOCEAN SEDCO FOREX INC.
By: /s/ Eric B. Brown
-----------------------------
Eric B. Brown
Corporate Secretary
12
<PAGE>
EXHIBIT 5.1
WALKERS
Attorneys-at-Law
P.O. Box 265GT, Walker House,
Grand Cayman, Cayman Islands
Tel: (345) 949-0100 Fax: (345) 949-7886
Email: [email protected]
TRANSOCEAN SEDCO FOREX INC.
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
UNITED STATES OF AMERICA
January 11, 2000
Gentlemen,
VALIDITY OF ISSUE OF ORDINARY SHARES OF TRANSOCEAN SEDCO FOREX INC., A CAYMAN
ISLANDS EXEMPTED COMPANY.
We have acted as special Cayman Islands counsel to Transocean Sedco Forex Inc.,
a Cayman Islands exempted company ("TRANSOCEAN"), in connection with its
amendment of its Long-Term Incentive Plan (the "LTIP") and its Employee Stock
Purchase Plan (the "ESPP"), including a reservation of additional Transocean
ordinary shares, of a par or nominal value of US$0.01 per share ("ORDINARY
SHARES"), to be issued under the terms of the LTIP and the ESPP. Under the
amendment to the LTIP, Transocean reserved an additional 7,000,000 Ordinary
Shares for issuance, including increases of 200,000 Ordinary Shares subject to
issuance to outside directors and of 150,000 Ordinary Shares subject to awards
of freestanding share appreciation rights. Under the amendment to the ESPP,
Transocean reserved an additional 500,000 Ordinary Shares for issuance.
We have been asked to provide this legal opinion to you in connection
with Transocean's filing of the Registration Statements on Form S-8, pursuant to
the Securities Act of 1933, as amended, to register the additional shares
issuable under the LTIP and the ESPP and any additional registration statements
or post-effective amendments thereto filed by Transocean pursuant to Rule 462(b)
under the Securities Act of 1933, as amended ("462(B) REGISTRATION STATEMENTS").
For the purposes of giving this opinion, we have examined the documents listed
in Schedule 1.
In giving this opinion we have relied upon the assumptions set out in Schedule 2
hereto, which we have not independently verified.
<PAGE>
We are Attorneys-at-Law in the Cayman Islands and express no opinion as to any
laws other than the laws of the Cayman Islands in force and as interpreted at
the date hereof.
Based upon the foregoing examinations and assumptions and upon such searches as
we have conducted and having regard to legal considerations which we deem
relevant, we are of the opinion that under the laws of the Cayman Islands:
When issued and sold pursuant to the provisions of the LTIP and the ESPP,
as applicable, the Ordinary Shares will be recognized as having been duly
authorised, and validly issued, fully paid and non-assessable.
This opinion is limited to the matters referred to herein and shall not be
construed as extending to any other matter or document not referred to herein.
This opinion is given solely for your benefit, the benefit of your legal
advisers acting in that capacity in relation to this transaction and the
shareholders of Transocean and may not be relied upon by any other person
without our prior written consent. This opinion is governed by and shall be
construed in accordance with the laws of the Cayman Islands.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statements on Form S-8 that are referred to herein and any related
462(b) Registration Statement. In giving this consent we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the SEC
thereunder.
Yours faithfully,
/s/Walkers
WALKERS
2
<PAGE>
SCHEDULE 1
LIST OF DOCUMENTS EXAMINED
1. The Memorandum and Articles of Association of Transocean.
2. The Resolutions adopted by the Board of Directors of Transocean pursuant to
their meeting of September 9, 1999.
3. The Resolutions adopted by the shareholders of Transocean at an
extraordinary general meeting of Transocean shareholders held on
December 10, 1999.
4. Such other documents as we have considered necessary for the purposes of
rendering this opinion.
The documents at paragraphs 2 and 3 above are referred to in this opinion as the
"RESOLUTIONS".
3
<PAGE>
SCHEDULE 2
ASSUMPTIONS
The opinions hereinbefore given are based upon the following assumptions insofar
as each such assumption may relate to the opinions given:
1. All original documents are authentic, that all signatures and seals are
genuine, that all documents purporting to be sealed have been so sealed and
that all copies conform to their originals.
2. The Minute Book of Transocean supplied to us on January 4, 2000 by
Transocean contain a complete record of the business transacted by it.
3. The corporate records of Transocean supplied to us on January 4, 2000 by
Transocean constitute its complete corporate records and that all matters
required by law to be recorded therein are so recorded.
4. From the date of the Resolutions, no corporate or other action has been
taken by Transocean to amend, alter or repeal the Resolutions.
4
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Transocean Sedco Forex Inc. of our report dated August
6, 1999 relating to the financial statements of Sedco Forex Holdings Limited,
which appears in the registrant's prospectus filed pursuant to Rule 424(b)(3)
under the Securities Act on November 1, 1999.
PricewaterhouseCoopers LLP
New York, NY
January 7, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Employee Stock Purchase 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
