Exhibit 10.30

McDERMOTT INTERNATIONAL, INC.

Amended and Restated Performance Share Grant Agreement

(Amended and Restated February 17, 2017)

The Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (“McDermott” or the “Company”) has selected you to receive a grant of performance shares (“Performance Shares”) under the 2009 McDermott International, Inc. Long-Term Incentive Plan (the “Plan”) on March 6, 2014 (the “Date of Grant”).  The provisions of the Plan are incorporated herein by reference.

Any reference or definition contained in this Amended and Restated Performance Share Grant Agreement (this “Amended and Restated Agreement”) shall, except as otherwise specified, be construed in accordance with the terms and conditions of the Plan and all determinations and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive on you and your beneficiaries, successors, assigns, estate or personal representatives.  The term “Company,” as used in this Amended and Restated Agreement with reference to employment or service, shall include subsidiaries of McDermott.  Whenever the words “you” or “your” are used in any provision of this Amended and Restated Agreement under circumstances where the provision should logically be construed to apply to any beneficiary, successors, assigns, estate or personal representative to whom any rights under this Amended and Restated Agreement may be transferred by will or by the laws of descent and distribution, they shall be deemed to include any such person or estate.  This Amended and Restated Agreement shall be subject to the Plan and the Company’s Clawback Policy, which is attached hereto as Exhibit A and is incorporated herein by reference.  Capitalized terms not defined in this Amended and Restated Agreement shall have the meaning ascribed to such terms in the Plan.  

Performance Shares

Grant of Performance Shares.  You have been awarded a grant of Performance Shares shown on the Notice of Grant dated March 6, 2014, which is incorporated herein by reference.  This grant represents a right to receive Shares, calculated as described below, provided the applicable performance measures and vesting requirements set forth in this Amended and Restated Agreement shall have been satisfied.  No Shares are awarded or issued to you on the Date of Grant.

Vesting Requirements.  Except as provided below, the Performance Shares do not provide you with any rights or interest therein until they become vested, if at all, on the third anniversary of the Date of Grant (the “Vesting Date”), provided you are then still employed by the Company.

For this purpose, the term “Reduction in Force” means an involuntary termination of employment with the Company due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of facilities or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Committee, in accordance with standards uniformly applied with respect to similarly situated employees, designates as a reduction in force.  

Forfeiture of Performance Shares.  Except as provided above, Performance Shares which are not vested as of the date of your termination of employment with the Company shall, coincident therewith, terminate and be of no further force or effect.

In the event that, while you are employed by the Company or are performing services for or on behalf of the Company under any consulting agreement, (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of the Company, as determined in the sole judgment of the Committee, then all Performance Shares and all rights or benefits awarded to you under this Amended and Restated Agreement shall be forfeited, terminated and withdrawn immediately upon (1) notice to the Committee of such conviction pursuant to (a) above or (2) final determination pursuant to (b) above by the Committee.  The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters.

Earned Award.  Except as otherwise provided above, the number of Performance Shares in which you will vest, if any (the “Earned Award”), shall be determined based on the Company’s aggregate consolidated operating income for the period beginning January 1, 2014 and ending on December 31, 2016, as set forth below:

*In millions

** Award Percentages between the amounts shown will be calculated by linear interpolation.  For the avoidance of doubt, the maximum Earned Award will be 150% of the Performance Shares shown on your Notice of Grant.  

Payment of Earned Award.  Except as otherwise provided above in the section entitled “Vesting Requirements — Change in Control,” you (or your estate or beneficiaries, if applicable) will receive the value of one Share for each Performance Share that vests as an Earned Award. In the sole discretion of the Committee, Performance Shares shall be paid in (i) Shares, (ii) cash equal to the Fair Market Value of the Shares otherwise deliverable on the Vesting Date, or (iii) any combination thereof, which shall be paid or distributed as soon as administratively practicable after the Vesting Date, but in any event no later than 30 days after the applicable Vesting Date or the date a Change in Control occurs.

Taxes

You will realize income in connection with this grant of Performance Shares in accordance with the tax laws of the jurisdictions applicable to you.  You are solely responsible for the taxes associated with the Performance Shares, and you should consult with and rely on your own tax advisor, accountant or legal advisor as to the tax consequences to you of this grant.

By acceptance of this Amended and Restated Agreement, you agree that any amount which the Company is required to withhold on your behalf, including PAYE, federal or state income tax and employee national insurance contributions or FICA withholding, or pursuant to applicable Company policy, in connection with income realized by you under this Amended and Restated Agreement will be satisfied by withholding cash, whole Shares having an aggregate Fair Market Value equal to but not exceeding the amount of such required tax withholding, unless the Committee determines to satisfy the statutory minimum withholding obligation by another method permitted by the Plan.  

Regardless of the withholding method referred to above, you are liable to the Company for the amount of income tax and employee national insurance contributions or FICA withholding which the Company is required to withhold in connection with the income realized by you in connection with this Amended and Restated Agreement, and you hereby authorize the Company to withhold such amount, in whole or in part, from subsequent salary payments, without further notice to you, if the withholding method referred to above is not utilized or does not completely cover such required tax withholding.

Transferability

Performance Shares granted hereunder are non-transferable other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order.

Securities and Exchange Commission Requirements

If you are a Section 16 insider, this type of transaction must be reported on a Form 4.  Please be aware that if you intend to reject the grant, you should do so immediately after the Date of Grant to avoid potential Section 16 liability.  Please advise Dennis Edge and Kim Wolford immediately by e-mail, fax or telephone if you intend to reject this grant.  Absent such notice of rejection, the Company intends to prepare and file the required Form 4 on your behalf (pursuant to your standing authorization to do so).  

If you are currently subject to these requirements, you will have already been advised of your status.  If you become a Section 16 insider at some future date, reporting will be required in the same manner noted above.

Other Information

Neither the action of the Company in establishing the Plan, nor any provision of the Plan, nor any action taken by the Company, your employer, the Committee or the Board of Directors under the Plan, nor any provision of this Amended and Restated Agreement shall be construed as giving to you the right to be retained in the employ of the Company or any of its subsidiaries or affiliates.

This award is intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and ambiguous provisions, if any, shall be construed in a manner that is compliant with or exempt from the application of Section 409A, as appropriate.  

Exhibit A

POLICY NO. 1405-003 ------- EFFECTIVE DATE: 08/02/13