Exhibit 97
EXECUTIVE OFFICER INCENTIVE-BASED COMPENSATION RECOUPMENT POLICY
i. | after beginning service as an Executive Officer, |
ii. | who served as an Executive Officer at any time during the performance period for the applicable Incentive-based Compensation (regardless of whether such individual is serving as an Executive Officer at the time the Erroneously Awarded Compensation is required to be repaid to the Company), |
iii. | while the Company had a class of securities listed on a national securities exchange or a national securities association, and |
iv. | during the applicable Recovery Period. |
Active 104939170.2.DOCX
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ii. | that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. |
i. | the date the Board concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, or |
ii. | the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. |
i. | Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if the payment or grant of the Incentive-based Compensation occurs after the end of that period (but shall not include grants or payments made prior to the Effective Date). |
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iii. | recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder. |
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EXHIBIT A
TRANSOCEAN LTD. EXECUTIVE OFFICER INCENTIVE-BASED COMPENSATION RECOUPMENT POLICY
ACKNOWLEDGEMENT FORM
By signing below, the undersigned acknowledges and confirms the undersigned has received and reviewed a copy of the Executive Officer Incentive-Based Compensation Recoupment Policy (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form shall have the meanings ascribed to such terms in the Policy.
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner permitted by, the Policy. For the avoidance of doubt, any recovery affected under the Policy shall not, in itself, constitute grounds to terminate the undersigned’s employment for “Good Reason” (or any term of similar meaning) under any employment or compensation arrangements, agreements, plans or programs.
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Signed |
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Name (Printed) |
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Date |
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