EXHIBIT 10.2

2013 ROWAN COMPANIES PLC INCENTIVE PLAN

( Effective April 26, 2013)

EMPLOYEE RESTRICTED SHARE UNIT NOTICE

a) The RSUs shall vest and become non-forfeitable with respect to one-third (1/3rd) of the RSUs on each of the first (1st), second (2nd) and third (3rd) anniversaries of the Grant Date, subject to the Participant’s continued Employment through each applicable vesting date (each date on which RSUs vest in accordance with this sentence, a “ Vesting Date ”). Notwithstanding the foregoing, if (A) (i) the Participant’s Employment terminates by reason of Retirement (as defined below), (ii) the Participant provides the Company with at least thirty (30) days’ notice prior to such Retirement, (iii) the Participant executes such restrictive covenant agreements (including, without limitation, non-compete agreements) as the Company may in its discretion require, and (iv) the Grant Date set forth above is more than six (6) months prior to the date on which the Participant’s Employment terminates by reason of Retirement, or (B) the Participant’s Employment terminates by reason of the Participant’s Disability (as defined below) or death, then, in any case, the RSUs shall become fully vested and non-forfeitable upon the Participant’s termination of Employment (to the extent not then-vested). If the Participant’s Employment terminates other than by reason of Retirement, Disability or death, the RSUs shall (to the extent not then-vested) be forfeited as of the date the Participant’s Employment so terminates, unless otherwise determined by the Committee.

b) Payment to the Participant of amounts due in respect of any RSUs that vest in accordance herewith shall be made in Shares on the earliest to occur of: (i) the Vesting Date on which such RSUs vest, (ii) the Participant’s “separation from service” (within the meaning of Section 409A of the Code) (“ Separation from Service ”) by reason of the Participant’s Retirement or Disability, and (iii) the Participant’s death. The Company shall distribute such Shares to the Participant (or his or her estate, as applicable) on or within ten (10) days after the applicable event requiring such distribution. Notwithstanding anything herein to the contrary, if the Company determines that paying such amounts at the time set forth in this Section 3(b) would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be made to the Participant prior to the expiration of the six (6)-month period following the Participant’s Separation from Service if the Participant is a “specified employee” (within the meaning of Section 409A of the Code) on the date of his or her Separation from Service (as determined by the Company in accordance with Section 409A of the Code). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first (1 ^st ) day following the end of such six (6)-month period, the Company shall pay the Participant the cumulative amounts that would have otherwise been payable to the Participant during such six (6)-month period.

c) For purposes of this Notice, (i) “ Retirement ” of an Employee shall have occurred if, as of the Employee’s date of termination of Employment, the Employee (A) has attained at least sixty (60) years of age and (B) has completed at least five (5) consecutive years of service as an Employee to the Company or an Affiliate thereof; and (ii) “ Disability ” means the Participant is “disabled” within the meaning of Treasury Regulation Section 1.409A-3(i)(4). Determination of the date of termination of Employment by reason of Retirement or Disability and the satisfaction of the requirements for Retirement or Disability, as applicable, shall be based on such evidence as the Committee may require and a determination by the Committee of such date of termination and satisfaction shall be final and controlling on all interested parties.

Any question as to whether and when there has been a termination of the Participant’s Employment shall be based on such evidence as the Committee may require and a determination by the Committee as to the date of such termination of Employment shall be final and controlling on all interested parties.

The Participant acknowledges and agrees that the Company and the Employer shall have the right to require the Participant to satisfy all obligations relating to the Tax-Related Items by one or a combination of the following, as determined in the discretion of the Company and the Employer:

Notwithstanding anything herein to the contrary, unless the Company determines otherwise, any withholding obligations relating to the Tax-Related Items, up to the applicable minimum statutory withholding amount or other applicable amount, will be satisfied by reducing the number of Shares issuable to the Participant in respect of the RSUs. For the avoidance of doubt, if the obligation for Tax-Related Items is satisfied by withholding in Shares otherwise issuable pursuant to the RSUs, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that number of the Shares withheld for the purpose of paying the Tax-Related Items. The Participant acknowledges and agrees that the Company and the Employer shall have the authority and the right to deduct or withhold, or to require the Participant to pay to the Company or the Employer, as applicable, an amount sufficient to satisfy all Tax-Related Items that arise in connection with the RSUs and the Dividend Equivalents.

For Participants subject to tax in the United Kingdom, if payment or withholding of the income tax due in connection with the RSUs is not made within ninety (90) days of any event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “ Due Date ”), the amount of any uncollected income tax shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“ HMRC ”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to herein or otherwise permitted under the Plan. Notwithstanding anything herein to the contrary, if the Participant is a Director or an “executive officer” (within the meaning of Section 13(k) of the Exchange Act), the Participant shall not be permitted to make any payment in respect of the RSUs (including any payment of income tax liability), or to continue any extension of credit with respect to any such payment, with a loan from the Company or arranged by the Company in violation of Section 13(k) of the Exchange Act. In the event the Participant is such a Director or executive officer and the income tax due is not collected from or paid by the Participant by the Due Date, the amount of any uncollected income tax will constitute a benefit to the Participant on which additional income tax (and national insurance contributions (“ NICs ”), to the extent applicable) will be payable. The Company or the Employer may recover any such additional income tax and NICs at any time thereafter by any of the means referred to herein or otherwise permitted under the Plan. The Participant will also be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime.

a) The Participant acknowledges that the Plan and this Notice are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, as well as all applicable state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Notice shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

b) Notwithstanding any other provision of the Plan or this Notice, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the RSUs and this Notice shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Notice shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

a) recoup from the Participant all or a portion of the Shares issued and/or the payments made in respect of Dividend Equivalents under this Notice if the Company’s reported financial or operating results are materially and negatively restated within five (5) years of the issuance of such Shares or payment of such amounts, as applicable; and

b) recoup from the Participant if, in the Committee’s judgment, the Participant engaged in conduct which was fraudulent, negligent or not in good faith, and which disrupted, damaged, impaired or interfered with the business, reputation or employees of the Company or its Affiliates or which caused a subsequent adjustment or restatement of the Company’s reported financial statements, all or a portion of the Shares issued and/or the payments made in respect of Dividend Equivalents under this Notice within five (5) years of such conduct.

In addition, to the extent determined by the Company in its discretion to be applicable to the Participant, the RSUs and/or the Dividend Equivalents, the RSUs and/or the Dividend Equivalents, as applicable, shall be subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any rules and regulations thereunder, (ii) similar rules under the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements.

Any Shares subject to recoupment may be transferred to the employee benefit trust established by the Company, and the Participant agrees to execute any documents necessary to effectuate such transfer.

The Participant understands that Data will be transferred to such Plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The recipients of Data may be located in the United States or elsewhere, and the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant may request a list with the names and addresses of any potential recipients of Data by contacting his or her human resources representative. The Participant authorizes the Company Group and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her human resources representative. Further, the Participant is providing his or her consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, his or her Employment status or service and career with any entity in the Company Group will not be adversely affected; the only adverse consequence of refusing or withdrawing the Participant's consent is that the Company would not be able to grant the RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant’s refusal or withdrawal of his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant may contact his or her human resources representative.

a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

b) the grant of the RSUs and Dividend Equivalents is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, Dividend Equivalents, any other Awards, or benefits in lieu thereof, regardless of whether RSUs, Dividend Equivalents or other Awards have been granted to the Participant in the past;

c) all decisions with respect to grants of future RSUs, Dividend Equivalents or other Awards, if any, will be made in the sole discretion of the Company.

d) the grant of the RSUs and Dividend Equivalents and the Participant's participation in the Plan shall not (i) confer upon the Participant or create any right to continue in Employment or other service with any entity in the Company Group, (ii) be interpreted as forming an Employment or service contract with any entity in the Company Group, or (iii) interfere with the rights of any entity in the Company Group, which rights are hereby expressly reserved, to terminate the Participant's Employment or other service;

e) the Participant is voluntarily participating in the Plan;

f) neither the RSUs nor the Shares subject to the RSUs, nor the Dividend Equivalents, are intended to replace any pension rights or compensation;

g) the RSUs, the Shares subject to the RSUs and the Dividend Equivalents are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long service awards, pension or retirement or welfare benefits or similar payments;

h) the future value of the Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;

i) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs and/or Dividend Equivalents resulting from the Participant's termination of Employment or other service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or engaged or the terms of the Participant's employment or other service agreement, if any), and in consideration of the grant of the RSUs and Dividend Equivalents to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against any entity in the Company Group, waives his or her ability, if any, to bring any such claim, and releases all entities in the Company Group from any such claim. Notwithstanding the foregoing, if any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

j) except as otherwise provided in the Plan or determined by the Committee in its discretion, none of the RSUs, Dividend Equivalents nor any rights under this Notice create any entitlement to have the RSUs, Dividend Equivalents or any such rights transferred to, or assumed by, another company or exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares;

k) if the Participant is employed outside the United States, (i) the RSUs, the Shares subject to the RSUs and the Dividend Equivalents are not part of normal or expected compensation for any purposes; and (ii) no entity in the Company Group shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Shares or of any amounts due to the Participant upon payment of the RSUs or the subsequent sale of any Shares acquired upon payment.

By signing below, the Participant agrees to be bound by the terms and conditions of the Plan and this Notice. The Participant has reviewed the Notice and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice and the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions and/or interpretations of the Committee upon any questions arising under the Plan or relating to the RSUs and the Dividend Equivalents.

[Name]

EXHIBIT 10.3

2013 ROWAN COMPANIES PLC INCENTIVE PLAN

( Effective April 26, 2013)

SHARE APPRECIATION RIGHT NOTICE

Any question as to whether and when there has been a termination of the Participant’s Employment shall be based on such evidence as the Committee may require and a determination by the Committee as to the date of such termination of Employment shall be final and controlling on all interested parties.

The Participant acknowledges and agrees that the Company and the Employer shall have the right to require the Participant to satisfy all obligations relating to the Tax-Related Items by one or a combination of the following, as determined in the discretion of the Company and the Employer:

Notwithstanding anything herein to the contrary, unless the Company determines otherwise, any withholding obligations relating to the Tax-Related Items, up to the applicable minimum statutory withholding amount or other applicable amount, will be satisfied by reducing the number of Shares issuable or amount of cash payable, as applicable, to the Participant in respect of the SAR. For the avoidance of doubt, if the obligation for Tax-Related Items is satisfied by withholding in Shares otherwise issuable upon the exercise of the SAR, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the exercised portion of the SAR, notwithstanding that number of the Shares withheld for the purpose of paying the Tax-Related Items. The Participant acknowledges and agrees that the Company and the Employer shall have the authority and the right to deduct or withhold, or to require the Participant to pay to the Company or the Employer, as applicable, an amount sufficient to satisfy all Tax-Related Items that arise in connection with the SAR.

For Participants subject to tax in the United Kingdom, if payment or withholding of the income tax due in connection with the SAR is not made within ninety (90) days of any event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “ Due Date ”), the amount of any uncollected income tax shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“ HMRC ”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to herein or otherwise permitted under the Plan. Notwithstanding anything herein to the contrary, if the Participant is a Director or an “executive officer” (within the meaning of Section 13(k) of the Exchange Act), the Participant shall not be permitted to make any payment in respect of the SAR (including any payment of income tax liability), or to continue any extension of credit with respect to any such payment, with a loan from the Company or arranged by the Company in violation of Section 13(k) of the Exchange Act. In the event the Participant is such a Director or executive officer and the income tax due is not collected from or paid by the Participant by the Due Date, the amount of any uncollected income tax will constitute a benefit to the Participant on which additional income tax (and national insurance contributions (“ NICs ”), to the extent applicable) will be payable. The Company or the Employer may recover any such additional income tax and NICs at any time thereafter by any of the means referred to herein or otherwise permitted under the Plan. The Participant will also be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime.

In addition, to the extent determined by the Company in its discretion to be applicable to the Participant and/or the SAR, the SAR shall be subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any rules and regulations thereunder, (ii) similar rules under the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements.

Any Shares subject to recoupment may be transferred to the employee benefit trust established by the Company, and the Participant agrees to execute any documents necessary to effectuate such transfer.

a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

b) the grant of the SAR is voluntary and occasional and does not create any contractual or other right to receive future grants of share appreciation rights or any other Awards, or benefits in lieu thereof, regardless of whether share appreciation rights or other Awards have been granted to the Participant in the past;

c) all decisions with respect to grants of future share appreciation rights or other Awards, if any, will be made in the sole discretion of the Company.

d) the grant of the SAR and the Participant's participation in the Plan shall not (i) confer upon the Participant or create any right to continue in Employment or other service with any entity in the Company Group, (ii) be interpreted as forming an Employment or service contract with any entity in the Company Group, or (iii) interfere with the rights of any entity in the Company Group, which rights are hereby expressly reserved, to terminate the Participant's Employment or other service;

e) the Participant is voluntarily participating in the Plan;

f) neither the SAR nor the Shares subject to or cash payable in respect of the SAR are intended to replace any pension rights or compensation;

g) the SAR and the Shares subject to or cash payable in respect of the SAR are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long service awards, pension or retirement or welfare benefits or similar payments;

h) the future value of the Shares underlying the SAR is unknown, indeterminable and cannot be predicted with certainty;

i) no claim or entitlement to compensation or damages shall arise from forfeiture of the SAR resulting from the Participant's termination of Employment or other service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or engaged or the terms of the Participant's employment or other service agreement, if any), and in consideration of the grant of the SAR to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against any entity in the Company Group, waives his or her ability, if any, to bring any such claim, and releases all entities in the Company Group from any such claim. Notwithstanding the foregoing, if any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

j) except as otherwise provided in the Plan or determined by the Committee in its discretion, neither the SAR nor any rights under this Notice create any entitlement to have the SAR or any such rights transferred to, or assumed by, another company or exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and

k) if the Participant is employed outside the United States, (i) the SAR and the Shares subject to or cash payable in respect of the SAR are not part of normal or expected compensation for any purpose; and (ii) no entity in the Company Group shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Shares or of any amounts due to the Participant pursuant to the exercise of the SAR or the subsequent sale of any Shares acquired upon exercise.

By signing below, the Participant agrees to be bound by the terms and conditions of the Plan and this Notice. The Participant has reviewed the Notice and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice and the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions and/or interpretations of the Committee upon any questions arising under the Plan or relating to the SAR.

[Name]

EXHIBIT 10.4

2013 ROWAN COMPANIES PLC INCENTIVE PLAN

( Effective April 26, 2013)

[2013-2015] PERFORMANCE UNIT AWARD NOTICE

For purposes of this Notice, (X) “ Retirement ” of an Employee shall have occurred if, as of the Employee’s date of termination of Employment, the Employee (i) has attained at least sixty (60) years of age and (ii) has completed at least five (5) consecutive years of service as an Employee to the Company or an Affiliate thereof; and (Y) “ Disability ” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than twelve (12) months, receiving disability benefits under the applicable disability plan of the Company (or of an Affiliate); provided, that, notwithstanding anything herein to the contrary, to the extent necessary to comply with the requirements of Section 409A of the Code, “Disability” shall have the meaning set forth in Section 409A of the Code. Determination of the date of termination of Employment by reason of Retirement or Disability and the satisfaction of the requirements for Retirement or Disability, as applicable, shall be based on such evidence as the Committee may require and a determination by the Committee of such date of termination and satisfaction shall be final and controlling on all interested parties.

In addition, to the extent determined by the Company in its discretion to be applicable to the Participant and/or the Grant, the Grant shall be subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any rules and regulations thereunder, (ii) similar rules under the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements.

Any question as to whether and when there has been a termination of the Participant’s Employment shall be based on such evidence as the Committee may require and a determination by the Committee as to the date of such termination of Employment shall be final and controlling on all interested parties.

The Participant acknowledges and agrees that the Company and the Employer shall have the right to require the Participant to satisfy all obligations relating to the Tax-Related Items by one or a combination of the following, as determined in the discretion of the Company and the Employer

Notwithstanding anything herein to the contrary, unless the Company determines otherwise, any withholding obligations relating to the Tax-Related Items will be satisfied by reducing the amount of cash payable to the Participant in respect of the Grant. The Participant acknowledges and agrees that the Company and the Employer shall have the authority and the right to deduct or withhold, or to require the Participant to pay to the Company or the Employer, as applicable, an amount sufficient to satisfy all Tax-Related Items that arise in connection with the Grant.

For Participants subject to tax in the United Kingdom, if payment or withholding of the income tax due in connection with the Grant is not made within ninety (90) days of any event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “ Due Date ”), the amount of any uncollected income tax shall constitute a loan owed by you to the Employer, effective on the Due Date. The loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“ HMRC ”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to herein or otherwise permitted under the Plan. Notwithstanding anything herein to the contrary, if the Participant is a Director or an “executive officer” (within the meaning of Section 13(k) of the Exchange Act), the Participant shall not be permitted to make any payment in respect of the Grant (including any payment of income tax liability), or to continue any extension of credit with respect to any such payment, with a loan from the Company or arranged by the Company in violation of Section 13(k) of the Exchange Act. In the event the Participant is such a director or executive officer and the income tax due is not collected from or paid by the Participant by the Due Date, the amount of any uncollected income tax will constitute a benefit to the Participant on which additional income tax (and national insurance contributions (“ NICs ”), to the extent applicable) will be payable. The Company or the Employer may recover any such additional income tax and NICs at any time thereafter by any of the means referred to herein or otherwise permitted under the Plan. The Participant will also be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime.

a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

b) the Grant is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units or any other Awards, or benefits in lieu thereof, regardless of whether Performance Units or other Awards have been granted to the Participant in the past;

c) all decisions with respect to grants of future Performance Units or other Awards, if any, will be made in the sole discretion of the Company.

d) the Grant and the Participant's participation in the Plan shall not (i) confer upon the Participant or create any right to continue in Employment or other service with any entity in the Company Group, (ii) be interpreted as forming an Employment or service contract with any entity in the Company Group, or (iii) interfere with the rights of any entity in the Company Group, which rights are hereby expressly reserved, to terminate the Participant's Employment or other service;

e) the Participant is voluntarily participating in the Plan;

f) neither the Grant nor the cash payable in respect thereof is intended to replace any pension rights or compensation;

g) the Grant and the cash payable in respect thereof are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long service awards, pension or retirement or welfare benefits or similar payments;

h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Grant resulting from the Participant's termination of Employment or other service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or engaged or the terms of the Participant's employment or other service agreement, if any), and in consideration of the Grant to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against any entity in the Company Group, waives his or her ability, if any, to bring any such claim, and releases all entities in the Company Group from any such claim. Notwithstanding the foregoing, if any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

i) except as otherwise provided in the Plan or determined by the Committee in its discretion, neither the Grant nor any rights under this Notice create any entitlement to have the Grant or any such rights transferred to, or assumed by, another company or exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and

j) if the Participant is employed outside the United States, (i) the Grant and the cash payable in respect thereof are not part of normal or expected compensation for any purpose; and (ii) no entity in the Company Group shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Performance Units or of any amounts payable to the Participant in respect thereof.

By signing below, the Participant agrees to be bound by the terms and conditions of the Plan and this Notice. The Participant has reviewed the Notice and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice and the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions and/or interpretations of the Committee upon any questions arising under the Plan or relating to the Grant.

[Name]

Schedule A to Performance Unit Award Notice

You have been granted Performance Units (“ PUs ”) as of [ grant date ], each of which has a grant date target value of $100. The cash amount ultimately payable for each vested PU granted, if any, is linked to the Company’s relative total shareholder return (“ TSR ”) over the 2013 - 2015 period. Such amount would be payable upon the applicable Distribution Date (as defined in the Performance Unit Award Notice), and may be anywhere from $ 0 to $ 200 per PU, depending on the Company’s TSR ranking during the three (3)-year performance period commencing January 2, 2013 and ending December 31, 2015 (the “ Performance Period ”) relative to a group of peer companies (the “ Peer Group ”). The Peer Group currently consists of Atwood, Diamond Offshore, Ensco, Noble Corp, Seadrill and Transocean, but may be modified as deemed necessary by the Committee.

While there will be no payout until the PUs vest and the Distribution Date occurs, you will be notified of the PU notional value after the end of each year occurring during the Performance Period as follows:

January 1, 20 13 – December 31, 20 13 – 25% of PU value measured

January 1, 20 14 – December 31, 20 14 – 25% of PU value measured

January 1, 20 15 – December 31, 20 15 – 25% of PU value measured

January 1, 20 13 – December 31, 20 15 – remaining 25% of PU value measured

Each value determined above will not be subject to further adjustment, except as permitted by the terms of the Plan (as defined in the Performance Unit Award Notice) and only to the extent such adjustment would not cause the PUs to fail to constitute “qualified performance-based compensation” within the meaning of Code Section 162(m)(4)(C). As an example, if the Company’s TSR ranked at the top of the Peer Group for the 2013 period, the 25% of PU value for the 2013 calendar year occurring during the Performance Period would vest and be measured at $50 (200% of the 25% potential value). If you are still employed with the Company on the Distribution Date (or otherwise eligible to receive such amount pursuant to the terms of the Performance Unit Award Notice), you would receive this value (in cash) upon the Distribution Date (and in any event in accordance with the terms set forth in the Performance Unit Award Notice). If the Company’s 2014 TSR ranked at the bottom of the Peer Group, the 25% of PU value for the 2014 calendar year occurring during the Performance Period would vest and be measured at $0, though no change would be made the value measured for the 2013 calendar year.

TSR is calculated with respect to each year occurring during the Performance Period for the Company as the result of dividing (a) the average closing price of a Share during the last twenty-five (25) trading days of the applicable year (plus any dividends paid per Share by the Company during the applicable year), less the average closing price of a Share during the twenty-five (25) trading days immediately preceding the year, by (b) the average closing price of a Share during the twenty-five (25) trading days immediately preceding the year. TSR is calculated with respect to each year occurring during the Performance Period for the companies in the Peer Group on the same basis as TSR is calculated for the Company. The Company’s TSR will be interpolated between the peer ranked immediately above the Company and the peer ranked immediately below the Company. If the Company is at the bottom of the Peer Group for any year of the Performance Period, there will be no cash value attributable to that year.

The following chart demonstrates the PU value (as a percentage of target) for each level of performance, and illustrates the slope of the payout line.

By way of explanation, if the Company is the fourth (4 ^th ) in the Peer Group in terms of TSR during each year of the Performance Period and for the full three (3)-year Performance Period, the PUs granted would (to the extent such PUs vest) be paid out at target, or $100 per PU (payable in cash).

EXHIBIT 10.5

2013 ROWAN COMPANIES PLC INCENTIVE PLAN

(Effective April 26, 2013)

NON-EMPLOYEE DIRECTOR RESTRICTED SHARE UNIT NOTICE

The Participant acknowledges and agrees that the Company shall have the right to require the Participant to satisfy all obligations relating to the Tax-Related Items by one or a combination of the following, as determined in the discretion of the Company:

Notwithstanding anything herein to the contrary, unless the Company determines otherwise, any withholding obligations relating to the Tax-Related Items, up to the applicable minimum statutory withholding amount or other applicable amount, will be satisfied by reducing the number of Shares issuable to the Participant in respect of the RSUs. For the avoidance of doubt, if the obligation for Tax-Related Items is satisfied by withholding in Shares otherwise issuable pursuant to the RSUs, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that number of the Shares withheld for the purpose of paying the Tax-Related Items. The Participant acknowledges and agrees that the Company shall have the authority and the right to deduct or withhold, or to require the Participant to pay to the Company an amount sufficient to satisfy all Tax-Related Items that arise in connection with the RSUs and the Dividend Equivalents.

For Participants subject to tax in the United Kingdom, if payment or withholding of the income tax due in connection with the RSUs is not made within ninety (90) days of any event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “ Due Date ”), the amount of any uncollected income tax will constitute a benefit to the Participant on which additional income tax (and national insurance contributions (“ NICs ”), to the extent applicable) will be payable. The Company may recover any such additional income tax and NICs at any time thereafter by any of the means referred to herein or otherwise permitted under the Plan. The Participant will also be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime.

a) The Participant acknowledges that the Plan and this Notice are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, as well as all applicable state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Notice shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

b) Notwithstanding any other provision of the Plan or this Notice, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the RSUs and this Notice shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Notice shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

a) recoup from the Participant all or a portion of the Shares issued (or cash paid) and/or the payments made in respect of Dividend Equivalents under this Notice if the Company’s reported financial or operating results are materially and negatively restated within five (5) years of the issuance of such Shares or payment of such amounts, as applicable; and

b) recoup from the Participant if, in the Committee’s judgment, the Participant engaged in conduct which was fraudulent, negligent or not in good faith, and which disrupted, damaged, impaired or interfered with the business, reputation or employees of the Company or its Affiliates or which caused a subsequent adjustment or restatement of the Company’s reported financial statements, all or a portion of the Shares issued (or cash paid) and/or the payments made in respect of Dividend Equivalents under this Notice within five (5) years of such conduct.

In addition, to the extent determined by the Company in its discretion to be applicable to the Participant, the RSUs and/or the Dividend Equivalents, the RSUs and/or the Dividend Equivalents, as applicable, shall be subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any rules and regulations thereunder, (ii) similar rules under the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements.

Any Shares subject to recoupment may be transferred to the employee benefit trust established by the Company, and the Participant agrees to execute any documents necessary to effectuate such transfer.

The Participant understands that Data will be transferred to such Plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The recipients of Data may be located in the United States or elsewhere, and the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant may request a list with the names and addresses of any potential recipients of Data by contacting the Company’s Secretary. The Participant authorizes the Company Group and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Secretary. Further, the Participant is providing his or her consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, his or her service with the Company will not be adversely affected; the only adverse consequence of refusing or withdrawing the Participant's consent is that the Company would not be able to grant the RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant’s refusal or withdrawal of his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant may contact the Company’s Secretary.

By signing below, the Participant agrees to be bound by the terms and conditions of the Plan and this Notice. The Participant has reviewed the Notice and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice and the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions and/or interpretations of the Committee upon any questions arising under the Plan or relating to the RSUs and the Dividend Equivalents.

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