UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
April 27, 2006
Diamond Offshore Drilling, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-13926
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76-0321760
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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15415 Katy Freeway
Houston, Texas 77094
(Address of Principal Executive Offices and Zip Code)
Registrants telephone number, including area code:
(281) 492-5300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate line below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01.
Other Events
Diamond Offshore Drilling, Inc. (the Company) has filed as Exhibit 10.1 to this Report the
form of the Companys Award Certificate for stock appreciation right grants to the Companys
executive officers, other employees and consultants pursuant to the Second Amended and Restated
Diamond Offshore Drilling, Inc. 2000 Stock Option Plan.
Item 9.01.
Financial Statements and Exhibits
(c) Exhibits.
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Exhibit number
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Description
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10.1
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Form of Award Certificate for stock appreciation right
grants to the Companys executive officers, other employees
and consultants pursuant to the Second Amended and Restated
Diamond Offshore Drilling, Inc. 2000 Stock Option Plan
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DIAMOND OFFSHORE DRILLING, INC.
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By:
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/s/ William C. Long
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William C. Long
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Vice President, General Counsel and Secretary
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Dated: April 27, 2006
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EXHIBIT INDEX
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Exhibit number
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Description
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10.1
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Form of Award Certificate for stock appreciation right
grants to the Companys executive officers, other employees
and consultants pursuant to the Second Amended and Restated
Diamond Offshore Drilling, Inc. 2000 Stock Option Plan
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Exhibit 10.1
[FORM OF]
DIAMOND OFFSHORE DRILLING, INC.
AWARD CERTIFICATE
STOCK APPRECIATION RIGHT
THIS CERTIFICATE, dated as of the ___day of
20___, evidences the grant of the Award set
forth below by Diamond Offshore Drilling, Inc., a Delaware corporation (the Company), to
(the Participant).
Subject to the provisions of this Certificate and the Second Amended and Restated Diamond Offshore
Drilling, Inc. 2000 Stock Option Plan (the Plan), the Company hereby grants to the Participant as
of
(the Grant Date)
Stock Appreciation Rights having an Exercise Price of
$
per Stock Appreciation Right (such grant being herein called the Award). Each Stock
Appreciation Right represents the right to receive an amount, payable in shares of Stock as
provided in Paragraph 3 below, equal in value to the excess, if any, on the date of exercise of the
Fair Market Value of a share of Stock over the Exercise Price of the Stock Appreciation Right. The
Stock Appreciation Rights granted hereby are Free-Standing Stock Appreciation Rights and are not
granted in conjunction with an Option. Unless earlier terminated pursuant to the terms of this
Certificate, the Award shall expire on the tenth anniversary of the date hereof. Capitalized terms
not defined herein shall have the meanings set forth in the Plan.
2.
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Exercisability of the Award
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The Award shall become vested and exercisable with respect to one-quarter (1/4) of the Stock
Appreciation Rights granted hereby on
and as to an additional one-quarter (1/4) of such
shares on each of the next three anniversaries of that date, subject to the prior termination of
the Award.
3.
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Method of Exercise of the Award
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(a) An Award may be exercised at any time after the Award with respect to those Stock Appreciation
Rights vests and before the expiration of the Award Term. To exercise an Award, the Participant
shall give written notice to the Company stating the number of shares with respect to which the
Award is being exercised.
(b) Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive
an amount equal to the product of (i) the excess of the Fair Market Value of one share of Stock on
the date of exercise over the Exercise Price of the applicable Stock Appreciation Right, multiplied
by (ii) the number of shares of Stock in respect of which
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the Stock Appreciation Right has been exercised. Except as otherwise determined by the Board on
not less than thirty (30) days prior written notice to the Participant, the payment shall be made
in shares of Stock based upon the Fair Market Value on the date of exercise. Fractional shares
shall be settled by payment in cash based upon the Fair Market Value on such date.
Except as otherwise determined by the Board after the date of this Certificate, the Award Term
shall end on the earliest of (1) the date on which the Award has been exercised in full, (2) the
date on which the Participant experiences a Termination for Cause or a voluntary Termination, (3)
the one-year anniversary of the date on which the Participant experiences a Termination due to
death or Disability, (4) the three-year anniversary of the date on which the Participant
experiences a Termination due to the Participants Retirement, and (5) the 90th day after the
Participant experiences a Termination for any other reason; provided, that in no event may the
Award Term extend beyond ten years from the date on which the Award is granted. Upon the
occurrence of a Termination of Participant for any reason, the Award Term shall thereupon end with
respect to any portion of the Award that is unvested as of the date of such Termination and such
unvested portion shall be forfeited immediately.
5.
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Nontransferability of the Award.
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The Award is not transferable except (i) as designated by the Participant by will or by the laws of
descent and distribution or (ii) as otherwise expressly permitted by the Board including, if so
permitted, pursuant to a transfer to such Participants immediate family, whether directly or
indirectly or by means of a trust or partnership or otherwise. If any rights exercisable by the
Participant or benefits deliverable to the Participant under this Certificate have not been
exercised or delivered, at the time of the Participants death, such rights shall be exercisable by
the Designated Beneficiary, and such benefits shall be delivered to the Designated Beneficiary, in
accordance with the provisions of this Certificate and the Plan.
6.
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Taxes and Withholdings
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No later than the date of exercise of the Award granted hereunder, the Participant shall pay to the
Company or make arrangements satisfactory to the Board regarding payment of any federal, state or
local taxes of any kind required by law to be withheld upon the exercise of such Award and the
Company shall, to the extent permitted or required by law, have the right to deduct from any
payment of any kind otherwise due to the Participant, federal, state and local taxes of any kind
required by law to be withheld upon the exercise of the Award granted hereunder, as provided in
Section 4.4 of the Plan. In this regard the Participant may elect to pay any tax withholding upon
the exercise of an Award by irrevocably authorizing a third party to sell shares of Stock (or a
sufficient portion of the shares) acquired upon exercise of the Award and remit to the Company a
sufficient portion of the sale proceeds to pay such tax withholding.
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All notices and other communications under this Certificate shall be in writing and shall be given
by hand delivery to the other party or overnight courier, or by postage paid first class mail,
addressed as follows:
If to the Participant:
(First Name) (Last Name)
(Address)
(City,) (State) (Postal Code)
If to the Company:
Diamond Offshore Drilling, Inc.
15415 Katy Freeway, Suite 100
Houston, Texas 77094-1800
Attention: Corporate Secretary
Facsimile: 281-647-2223
or to such other address or facsimile number as any party shall have furnished to the other in
writing in accordance with this Paragraph 7. Notice and communications shall be effective when
actually received by the addressee, if given by hand delivery, when deposited with a courier
service, if given by overnight courier, or two (2) business days following mailing, if delivered by
first class mail.
8.
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Effect of Certificate
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Except as otherwise provided hereunder, this Certificate shall be binding upon and shall inure to
the benefit of any successor or successors of the Company, and to any transferee or successor of
the Participant pursuant to Paragraph 5.
9.
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Conflicts and Interpretation
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The Award is subject to the provisions of the Plan, which are hereby incorporated by reference. In
the event of any conflict between this Certificate and the Plan, the Plan shall control. In the
event of any ambiguity in this Certificate, any term which is not defined in this Certificate, or
any matters as to which this Certificate is silent, the Plan shall govern including, without
limitation, the provisions thereof pursuant to which the Board has the power, among others, to (i)
interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan
and (iii) make all other determinations deemed necessary or advisable for the administration of the
Plan.
The headings of paragraphs herein are included solely for convenience of reference and shall not
affect the meaning or interpretation of any of the provisions of this Certificate.
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This Certificate may not be modified, amended or waived except by an instrument in writing signed
by the Company. The waiver by either party of compliance with any provision of this Certificate
shall not operate or be construed as a waiver of any other provision of this Certificate, or of any
subsequent breach by such party of a provision of this Certificate.
IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Certificate to
be executed on its behalf by a duly authorized officer.
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DIAMOND OFFSHORE DRILLING, INC.
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By: ______________________________________________
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Name:
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Title:
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