Item 8.01. Other events.

On April 21, 2022the Compensation Committee of the Board of Directors of
Diamond Offshore Drilling, Inc. (the “Company”) has approved forms of Restricted Share Unit (“RSU”) grant agreements under the Company’s 2021 Long-Term Equity Incentive Plan to certain of its employees keys, including its executives, with grant dates on or after May 12, 2022. The award agreements provide for time-based awards that vest in equal amounts annually over a three-year period and performance-based awards that vest based on the achievement of a performance goal over a period of three years.

RSU rewards based on time. Time-based RSUs vest and become non-transferable with respect to approximately 1/3 of the RSUs on each of the May 12, 2023, May 12, 2024
and May 12, 2025, subject to the recipient’s continuous service or employment with the Company through the applicable vesting date. If the Recipient is terminated for “cause” (as defined in the Award Agreement), all vested and unvested Fixed-Term RSUs will be immediately forfeited and canceled without compensation. In connection with a “change of control” (as defined in the award agreement) in which the award is maintained, assumed, or replaced with an economically equivalent equity-based award that contains terms and conditions substantially (a “Rollover Award”), the Rollover Award will vest in accordance with the schedule set out above. In the case of a Rollover Award, upon termination of the recipient’s service (i) by the Company without cause, (ii) by the recipient for “good cause” (as defined in the award agreement) or (iii) due to the death or “disability” of the Beneficiary (as defined in the Award Agreement) (a “Qualifying Termination”) during the 12 month period following such Change of Control, such award shall vest 100% and become undecipherable from the date such qualifying termination occurs. In the context of a change of control in which the award does not become a rollover award, a portion prorated to the number of PSUs scheduled to vest on the next vesting date (to the extent that they have not previously vested) will immediately vest in full, subject to the continuation of the Recipient’s services until the change in control is achieved and, to the extent they are not continued, assumed or replaced under of the change of control, all remaining unvested time-based RSUs will be immediately forfeited and canceled without compensation. Upon termination of service for any other reason, all outstanding and unvested fixed term RSUs will be immediately forfeited and canceled without compensation. All vested RSUs can be settled in cash instead of shares.

Performance-based RSU rewards. Performance-based RSUs vest and become non-transferable based on the level of achievement of the measurement VWAP (as defined below) during the three-year period beginning on the grant date (unless terminated earlier in the part of a “Change of Control” (as defined in the award agreement) as set forth in the award agreement) (the “Performance Period”), subject to service or recipient’s continued employment with the Company until the end of the Performance Period. If, during the Performance Period, the 30 highest consecutive trading day volume-weighted average price of the Company’s common stock at any time during the Performance Period (“VWAP Measure”) is equal to the First Threshold (as defined in the award agreement), then 1/3 of the RSUs will vest and become indecipherable. If, during the Performance Period, the highest Measurement VWAP is equal to the Second Threshold (as defined in the award agreement), which exceeds the First Threshold, then 2/3 of the RSUs will vest and will become indecipherable. If during the performance

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During the period, the highest measurement VWAP is equal to or greater than the third threshold (as defined in the award agreement), which exceeds the second threshold, then 100% of the RSUs will vest and become undecipherable. If the highest metric VWAP falls between any of the above thresholds, a linear interpolation will be applied to determine the number of PSUs that will vest and become non-forfeitable. If during the performance period, the highest metric VWAP does not equal or exceed the first threshold, then 0% of the RSUs will vest and become indecipherable, and the performance-based RSUs will be immediately forfeited and canceled without compensation.

If the recipient is terminated for “cause” (as defined in the award agreement), all vested and unvested performance-based RSUs will be immediately forfeited and canceled without compensation. In the event of qualifying termination before the end of the performance period, the performance-based RSUs will vest and become non-transferable as set forth above (disregarding the requirement that the recipient remain in continuous service until the end performance period period) based on the highest measurement VWAP achieved during the performance period prior to qualifying termination, and any unvested performance-based RSUs will be immediately forfeited and canceled without compensation.

In connection with a change of control in which there is a rollover award, the rollover award will vest based on the measurement VWAP as set forth above (subject to equitable adjustment for this change of control). In the case of a rollover award, upon the occurrence of a qualifying termination within the 12 month period following such change of control, such award will vest and become indecipherable as follows:

         •   If the change in control occurred prior to the first anniversary of
             the grant date and the consideration (on a per share basis) that
             holders of the Company's common stock receive in connection with the
             change in control in which the Company is not the surviving entity
             (the "Transaction Share Price") equaled or exceeded the First
             Threshold, then 100% of the Rollover Award will vest and become
             non-forfeitable;



         •   If the change in control occurred on or after the first anniversary
             but prior to the second anniversary of the grant date and the
             Transaction Share Price equaled the First Threshold, then 1/3 of the
             Rollover Award will vest and become non-forfeitable, and if the
             Transaction Share Price equaled or exceeded the Second Threshold, then
             100% of the Rollover Award will vest and become non-forfeitable (if
             the Transaction Share Price falls between either of the above
             thresholds, straight-line interpolation will be applied to determine
             how much of the Rollover Award will vest and become non-forfeitable);
             and



         •   If the change in control occurred on or after the second anniversary
             but prior to the third anniversary of the grant date and the
             Transaction Share Price equaled the First Threshold, then 1/3 of the
             Rollover Award will vest and become non-forfeitable, and if the
             Transaction Share Price equaled or exceeded the Third Threshold, then
             100% of the Rollover Award will vest and become non-forfeitable (if
             the Transaction Share Price falls between either of the above
             thresholds, straight-line interpolation will be applied to determine
             how much of the Rollover Award will vest and become non-forfeitable).



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In the event of a change of control in which the award does not become a rolling award, the performance period will end upon the achievement of the change of control and the performance-based RSUs will vest and become non-transferable upon consummation of the change. control as follows:

         •   If the Transaction Share Price equaled the First Threshold, then 1/3
             of the RSUs will vest and become non-forfeitable;



         •   If the Transaction Share Price equaled the Second Threshold, then 2/3
             of the RSUs will vest and become non-forfeitable;



         •   If the Transaction Share Price equaled or exceeded the Third
             Threshold, then 100% of the RSUs will vest and become non-forfeitable;
             and



         •   Any unvested performance-based RSUs will immediately be forfeited and
             cancelled for zero compensation upon the consummation of the change in
             control.

Upon termination of service for any other reason, all outstanding and unvested performance-based PSUs will be immediately forfeited and canceled without compensation. All vested RSUs can be settled in cash instead of shares.

This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Time Vesting Restricted Share Unit Award Agreement form filed as Exhibit 10.1 to this report and Executive Performance Vesting Restricted Share Unit Form Award Agreement filed as Exhibit 10.2 to this report.

Section 9.01. Financial statements and supporting documents

(d)  Exhibits.

Exhibit
number      Description

10.1          Specimen Time-Vesting Restricted Stock Unit Award Agreement

10.2          Specimen Executive Performance-Vesting Restricted Stock Unit Award
            Agreement

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)



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