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Transocean Proxy Statement and 2010 Annual Report

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TRANSOCEAN LTD. AND SUBSIDIARIES<br />

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued<br />

December 31, 2009 <strong>and</strong> 2008, respectively. The total grant-date fair value of deferred units that vested was $33 million <strong>and</strong> $3 million for<br />

the years ended December 31, 2009 <strong>and</strong> 2008, respectively.<br />

SARs—The following table summarizes share-settled SARs activity under our incentive plans during the year ended<br />

December 31, <strong>2010</strong>:<br />

AR-112<br />

Number<br />

of<br />

awards<br />

Weighted-average<br />

exercise price<br />

per share<br />

Weighted-average<br />

remaining<br />

contractual term<br />

(years)<br />

Aggregate<br />

intrinsic value<br />

(in millions)<br />

Outst<strong>and</strong>ing at January 1, <strong>2010</strong> 189,139 $ 93.28 6.76 $ —<br />

Outst<strong>and</strong>ing at December 31, <strong>2010</strong> 189,139 $ 93.28 5.76 $ —<br />

Vested <strong>and</strong> exercisable at December 31, <strong>2010</strong> 189,139 $ 93.28 5.76 $ —<br />

At January 1 <strong>and</strong> December 31, <strong>2010</strong>, we have presented the aggregate intrinsic value as zero since the weighted-average<br />

exercise price per share exceeded the market price of our shares on those dates. We did not grant share-settled SARs during the years<br />

ended December 31, <strong>2010</strong>, 2009, <strong>and</strong> 2008. There were no performance-based options exercised during the year ended December 31,<br />

<strong>2010</strong>. There were 224 <strong>and</strong> 315,408 share-settled SARs exercised, with a total pretax intrinsic value of zero, during the years ended<br />

December 31, 2009 <strong>and</strong> 2008, respectively. There were no unvested share-settled SARs outst<strong>and</strong>ing as of December 31, <strong>2010</strong>, 2009 <strong>and</strong><br />

2008.<br />

Performance-Based Awards<br />

Stock options—We grant performance-based stock options (“performance-based options”) that can be earned depending on<br />

the achievement of certain performance targets. The number of options earned is quantified upon completion of the performance period at<br />

the determination date. The following table summarizes vested <strong>and</strong> unvested performance-based option activity under our incentive plans<br />

during the year ended December 31, <strong>2010</strong>:<br />

Number<br />

of shares<br />

under option<br />

Weighted-average<br />

exercise price<br />

per share<br />

Weighted-average<br />

remaining<br />

contractual term<br />

(years)<br />

Aggregate<br />

intrinsic value<br />

(in millions)<br />

Outst<strong>and</strong>ing at January 1, <strong>2010</strong> 179,262 $ 75.30 6.22 $ 1<br />

Outst<strong>and</strong>ing at December 31, <strong>2010</strong> 179,262 $ 75.30 5.22 $ —<br />

Vested <strong>and</strong> exercisable at December 31, <strong>2010</strong> 179,262 $ 75.30 5.22 $ —<br />

At December 31, <strong>2010</strong>, we have presented the aggregate intrinsic value as zero since the weighted-average exercise price per<br />

share exceeded the market price of our shares on that date. We did not grant performance-based options during the years ended<br />

December 31, <strong>2010</strong>, 2009 <strong>and</strong> 2008. There were no performance-based options exercised during the years ended December 31, <strong>2010</strong><br />

<strong>and</strong> 2009. There were 212,840 performance-based options exercised, with a total pretax intrinsic value of $22 million, during the year<br />

ended December 31, 2008. There were no unvested performance-based stock options outst<strong>and</strong>ing as of December 31, <strong>2010</strong>, 2009 <strong>and</strong><br />

2008.<br />

Market-Based Awards<br />

Deferred units—We grant market-based deferred units (“market-based units”) that can be earned depending on the<br />

achievement of certain market conditions. The number of units earned is quantified upon completion of the specified period at the<br />

determination date. The following table summarizes unvested activity for market-based units granted under our incentive plans during the<br />

year ended December 31, <strong>2010</strong>:<br />

Number<br />

of<br />

units<br />

Weighted-average<br />

grant-date fair value<br />

per share<br />

Unvested at January 1, <strong>2010</strong> 330,870 $ 93.70<br />

Granted 122,934 82.55<br />

Forfeited (30,898 ) 84.48<br />

Unvested at December 31, <strong>2010</strong> 422,906 $ 89.14<br />

There were 285,012 <strong>and</strong> 99,464 market-based units granted with a weighted-average grant-date fair value of $75.98 <strong>and</strong><br />

$144.32 per share during the years ended December 31, 2009 <strong>and</strong> 2008, respectively. No market-based units vested in the years ended<br />

December 31, 2009 <strong>and</strong> 2008.

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