The Company will provide executives who experience a Qualifying Termination with the severance benefits as defined herein. Whether a termination is a Qualifying Termination will be determined by the Committee in its sole discretion, subject to certain appeal rights as described in Section 6.7(b).
The purpose of this policy is to define the executive severance policy of the Company.
The following terms as used in this policy shall have the following meaning:
“Affiliate” shall mean with respect to the Company, any corporation, partnership, trust, association, limited liability company, joint venture, joint-stock company or any other entity or organization, that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Company.
“Cause” shall mean the executive's (1) willful and continued failure to substantially perform his or her duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), (2) willful engagement in conduct which is materially and demonstrably injurious to the Company or its Subsidiaries, monetarily or otherwise, or (3) indictment of a felony or a misdemeanor involving moral turpitude. For purposes of clauses (1) and (2) of this definition, no act, or failure to act, on the executive's part shall be deemed “willful” unless done, or omitted to be done, by the executive not in good faith and without reasonable belief that such act, or failure to act, was in the best interest of the Company.
“Change of Control” shall have the meaning ascribed to such term in the most recent Transocean Ltd. 2015 Long-Term Incentive Plan, as amended, or any successor plan thereto as in effect immediately prior to the date the Change of Control occurs.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Committee” shall mean the Compensation Committee of the Board of Directors of the Company or the Chief Executive Officer of the Company with respect to determinations related to executives who are not “officers” pursuant to Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended from time to time.
“Company” shall mean Transocean Ltd. or any successor.
“Confidential Information” shall mean information: (1) disclosed to or known by executive as a consequence of or through executive’s employment with the Company or its Affiliates; (2) not generally known outside the Company or its Affiliates; and (3) which relates to any aspect of the Company or its Affiliates or their business, finances, operation plans, budgets, research, or strategic development. “Confidential Information” includes, but is not limited to, the Company’s or its Affiliates’ trade secrets, proprietary information, financial documents, long range plans, customer information, employee compensation, marketing strategy, data bases, pricing and costing data, patent information, computer software developed by the Company or any of its Affiliates, investments made by the Company or any of its Affiliates, and any information provided to the Company or any of its Affiliates by a third party under restrictions against disclosure or use by the Company or any of its Affiliates or others.
“Good Reason” means (1) a diminution of the executive's duties or responsibilities, or a demotion of the executive's position, to such an extent or in such a manner as to relegate the executive to a