June 5, 2026
Simon Johnson
Via Email
Dear Mr. Johnson,
This letter agreement (this “Agreement”) sets forth the terms and conditions pursuant to which certain payments and benefits will be provided to you in connection with the termination of your employment from Seadrill Americas, Inc., a company incorporated in the State of Texas (the “Company”), effective as of March 12, 2026 (the “Termination Date”).
Reference is made herein to the Employment Agreement, dated as of November 21, 2023, as amended as of September 30, 2024 (the “Employment Agreement”), by and among the Company, Seadrill Management Limited, a company incorporated in England, and you. Capitalized terms used but not defined herein have the meanings assigned to them in the Employment Agreement.
1.Termination of Employment and Resignation from All Positions. You acknowledge and agree that (a) your employment with the Company terminated effective as of the Termination Date and (b) by executing this Agreement, you hereby resign, effective as of the Termination Date, from your positions of President and Chief Executive Officer of Seadrill Limited, an exempted company incorporated and existing under the laws of Bermuda (“Seadrill”), and from any and all offices and directorships that you hold in the Group Companies or any affiliated companies of the Group Companies. You agree to execute all instruments and take all actions (including the transfer of any director qualifying shares or similar interests), at the Company’s expense, to evidence and/or effectuate such resignations.
2.Accrued Payments. Regardless of whether you sign this Agreement, you will be entitled to the following payments and benefits (collectively, the “Accrued Payments”): (a) any Base Salary which was accrued but unpaid as of the Termination Date, (b) any reimbursable expenses which were incurred but are unpaid as of the Termination Date, (c) any unexpired vacation days which were accrued but unused under the applicable Group Company vacation policy as of the Termination Date, and (d) any benefits to which you are entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”). You understand and agree that, except as provided in this Agreement, you are not entitled to any compensation or benefits from the Group Companies.
3.Termination Benefits. In exchange for your promises made in this Agreement, including your release of claims in Section 4 and your continued compliance with the terms of this Agreement, including the Covenants (as defined in Section 12), you will receive the payments and benefits set forth in this Section 3 (collectively, the “Termination Benefits”). You acknowledge and agree that the Company is providing you with the Termination Benefits only in exchange for the promises you made in this Agreement, and the Termination Benefits are not otherwise due to you. You acknowledge that, if you do not sign this Agreement, or if you sign this Agreement but subsequently revoke this Agreement pursuant to Section 8, you will not receive the Termination Benefits.
a.Base Salary Continuation. You will continue to receive payment of the Base Salary at the annualized rate of $800,000 for a period of 24 months following the Termination Date in accordance with the Company’s normal payroll practices; provided that any such
payments of the Base Salary that otherwise would be paid prior to the first regularly scheduled payroll date following the Release Effective Date (as defined in Section 8) will be paid to you in a lump sum on such payroll date.
b.COBRA Continuation. If you timely and properly elect continuation of health care coverage under COBRA, you will be reimbursed for the portion of the monthly COBRA premium paid by you that is typically covered by the Company for active employees, for a period beginning on the Termination Date and ending on the earliest of (i) the two-year anniversary of the Termination Date, (ii) the date that you are no longer eligible to receive COBRA coverage and (iii) the date that you become eligible for group medical coverage from another employer or the employer of a spouse, in accordance with the Company’s normal payroll practices; provided that any such reimbursements that otherwise would be paid prior to the first regularly scheduled payroll date following the Release Effective Date will be paid to you in a lump sum on such payroll date.
c.2025 STIP Bonus. You will receive a payment of $721,586, which is the amount of the annual bonus that you earned under the Seadrill Limited 2025 Short Term Incentive Plan, payable on the first regularly scheduled payroll date following the Release Effective Date.
d.2026 Prorated STIP Bonus. You will be entitled to receive a pro rata amount of the annual bonus (if any) that you would have otherwise received for 2026 pursuant to paragraph 5(b) of the Employment Agreement (based on the 71 days that you were employed up to and including the Termination Date), which amount (if any) will be based on the extent to which the applicable performance measures are met but assuming satisfaction of any personal objectives, and which will be payable at the same time as annual bonuses for 2026 are paid to employees generally.
e.2024 MIP Awards. As of immediately prior to the Termination Date, you held the following unvested awards, which were granted to you pursuant to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan (the “MIP”) and the applicable Restricted Stock Unit Award Agreements referenced below:
•30,098 Restricted Stock Units (the “TRSUs”), which were granted pursuant to the Time-Vested Restricted Stock Unit Award Agreement, dated as of April 17, 2024 (the “TRSU Agreement”);
•40,632 Restricted Stock Units (the “TSR PRSUs”), assuming that the applicable TSR Performance Goals are achieved at 100% of target, which were granted pursuant to the Performance-Based Restricted Stock Unit Award Agreement, dated as of April 17, 2024 (the “PRSU Agreement”);
•10,263 Restricted Stock Units (the “2024 CFCF PRSUs”), which were granted pursuant to the PRSU Agreement, and which were earned based on achievement of Cumulative Free Cash Flow Performance Goals for the 2024 Annual Measurement Period; and
•9,029 Restricted Stock Units (the “2026 CFCF PRSUs”), assuming that the applicable Cumulative Free Cash Flow Performance Goals for the 2026 Annual Measurement
Period are achieved at 100% of target, which were granted pursuant to the PRSU Agreement.
Such awards will be treated in accordance with the terms set forth in this Section 3(e). Capitalized terms used but not defined in this Section 3(e) have the meanings assigned to them in the MIP, the TRSU Agreement or the PRSU Agreement, as applicable.
i.TRSUs. On the Release Effective Date, 12,540 of the TRSUs will vest, and the Shares underlying such vested TRSUs will be issued to you as soon as practicable (and in no event later than 70 days) after the Release Effective Date.
ii.TSR PRSUs. On the Release Effective Date, the employment condition for 29,345 of the TSR PRSUs will be deemed satisfied, and such TSR PRSUs will remain outstanding and eligible to vest based on achievement of the applicable TSR Performance Goals, on the terms set forth in the PRSU Agreement. To the extent that such TSR PRSUs vest, the Shares underlying such vested TSR PRSUs will be issued to you as soon as practicable (and in no event later than 70 days) after the applicable vesting date.
iii.2024 CFCF PRSUs. On the Release Effective Date, all 10,263 of the 2024 CFCF PRSUs will vest, and the Shares underlying such vested 2024 CFCF PRSUs will be issued to you as soon as practicable (and in no event later than 70 days) after the Release Effective Date.
iv.2026 CFCF PRSUs. On the Release Effective Date, the employment condition for 1,504 of the 2026 CFCF PRSUs will be deemed satisfied, and such 2026 CFCF PRSUs will remain outstanding and eligible to vest based on achievement of the applicable Cumulative Free Cash Flow Performance Goals for the 2026 Annual Measurement Period, on the terms set forth in the PRSU Agreement. To the extent that such 2026 CFCF PRSUs vest, the Shares underlying such vested CFCF PRSUs will be issued to you as soon as practicable (and in no event later than 70 days) after the applicable vesting date.
You acknowledge and agree that, except as set forth in this Section 3(e), all awards that were granted to you under the MIP and that were outstanding as of immediately prior to the Termination Date were forfeited on the Termination Date. For clarity, such forfeited awards include (A) 17,558 of the TRSUs, (B) 11,287 of the TSR PRSUs, (C) 7,525 of the 2026 CFCF PRSUs, (D) the 91,786 Restricted Stock Units granted to you pursuant to the MIP and the Time-
Vested Restricted Stock Unit Award Agreement, dated as of April 25, 2025, and (E) the 137,677 Restricted Stock Units granted to you pursuant to the MIP and the Performance-Based Restricted Stock Unit Award Agreement, dated as of April 25, 2025.
f.Relocation Benefits. The Company will pay or reimburse you for (i) the costs associated with transporting your household goods and personal effects from the Houston, Texas area to Australia (up to a maximum value of 115% of the shipping costs reimbursed by the Company pursuant to the Employment Agreement for your relocation from London, England to the Houston, Texas area) and (ii) one economy flight for you and each of your dependents from the Houston, Texas area to Australia.
g.Tax Assistance. You will be provided with tax advice and support with preparation of your U.S. tax returns to the extent related to compensation paid to you by the Company on the same basis as was provided to you during your employment. In addition, the
Company will reimburse you for any state income taxes that you incurred in connection with the performance of your duties to the Company.
4.Release. In consideration for the Termination Benefits set forth in Section 3, to which you would not otherwise be entitled, you, for your own self and on behalf of your heirs, executors, administrators, and assigns, agree to and do hereby RELEASE, ACQUIT, WAIVE and FOREVER DISCHARGE (a) the Group Companies; (b) any past or present director, officer, employee or agent of the Group Companies, in their individual and official capacities; (c) the Group Companies’ representatives, predecessors, successors-in-interest, and affiliated companies; and (d) the present and former shareholders, agents, attorneys, fiduciaries, insurers, heirs, administrators, executors, successors and assigns of any of the foregoing entities and persons named in clauses (a)-(c) and any other person, firm or corporation for which any of the foregoing entities and persons named in clauses (a)-(c) may be legally responsible or which may be legally responsible for any of them (all collectively, the “Released Parties”), in each case, from any and all claims, liabilities, demands, and causes of action of whatsoever nature, accrued or unaccrued, known or unknown, fixed or contingent, which you may have or claim to have against any of the Released Parties occurring during, arising out of, or related to your employment and/or termination of employment with the Company and/or as a result of any other matter arising through the date of your signature on this Agreement. This release, acquittal, waiver and discharge includes, but is not limited to, claims arising under federal, state or local laws, whether equitable or legal, causes of action for breach of express or implied written or oral contract, promissory estoppel, tortious interference with contract, claims for personal injury or harm, negligence, intentional infliction of emotional injury, fraud, negligent misrepresentation, negligent supervision, libel, slander, age discrimination, sexual orientation or preference discrimination, race or color discrimination, invasion of privacy, religious discrimination, sex or gender discrimination, national origin discrimination, harassment, wrongful termination, violations of Chapters 21, 61 and 451 of the Texas Labor Code, violations of the Worker Adjustment and Retraining Notification (WARN) Act, violations of Title VII of the Civil Rights Act 1964, violations of the Civil Rights Act of 1866 (42 U.S.C. § 1981), violations of the Age Discrimination in Employment Act, violations of the Older Workers’ Benefit Protection Act, violations of the Genetic Information Nondiscrimination Act, violations of the Occupational Safety and Health Act, violations of the National Labor Relations Act, violations of the Americans with Disabilities Act, violations of the Family Medical Leave Act, violations of Fair Labor Standards Act or Equal Pay Act violations, violations of the Fair Credit Reporting Act, violations of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or the Employee Retirement Income Security Act of 1974, and any similar federal, state, and local laws, worker’s compensation violations, retaliation for exercise of protected rights, employee health or disability benefit compensation violations, disability or handicap discrimination, loss of consortium, mental anguish, pain and suffering, lost past or future wages, lost past or future bonuses or commissions, vacation or sick pay, pension benefits, costs, punitive or exemplary damages, attorney’s fees, and pre- or post-judgment interest (collectively, the “Enumerated Causes of Action”).
5.Settlement. You agree to and hereby accept the Termination Benefits in full compromise and settlement of all claims, demands, causes of action of whatsoever nature accrued or unaccrued, federal, state or other jurisdiction, equitable or legal occurring during, arising out of or related to your employment and/or termination of employment with the Company, including but not limited to the Enumerated Causes of Action.
6.Advised to Seek Consultation. You understand that Section 4 above includes a release of claims under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act. You understand that this Agreement does not waive rights or claims that arise
after the date that you sign this Agreement. Further, you are advised to consult with legal counsel regarding this Agreement.
7.Consideration Period. You acknowledge that you have had adequate time to review and consider this Agreement, and, as a result, enter into this Agreement willingly and voluntarily. You acknowledge that you have until June 26, 2026, which is 21 days after the date that you received this Agreement, to review and consider this Agreement.
8.Revocation Period. You understand that you have a period of seven days after the date that you sign this Agreement during which you may notify the Company that you revoke this Agreement. If you decide to revoke this Agreement, notice of revocation must be made in writing and sent by email to me at [***], and received prior to the expiration of the seven-day revocation period. This Agreement will not become effective until the revocation period expires. If you revoke this Agreement, you will not receive any compensation other than the Accrued Payments. If you timely sign and do not revoke this Agreement, then this Agreement, including your entitlement to the Termination Benefits, will become effective on the eighth day after you sign this Agreement (such eighth day, the “Release Effective Date”).
9.Agreement Not to Sue. You agree not to sue in any local, state or federal court regarding or relating in any way to your employment with, or termination of employment from, the Company, unless suit is necessary to enforce the terms of this Agreement.
10.Exclusions. Excluded from this Agreement are (a) any claims or rights which cannot be waived by law, (b) any claims for vested benefits earned during your employment under Company Group qualified retirement plans, as determined under the terms of such plans, (c) your right to file for workers’ compensation or unemployment compensation, (d) your right to file a charge with an administrative agency or participate in any agency investigation, (e) any rights to indemnification that you may have under the Company’s certificate of incorporation or bylaws, or to liability insurance coverage for seven (7) years following the Termination Date as set forth in Section 5(f) of the Employment Agreement, or (f) the Company’s Non-Disparagement obligations pursuant to Section 8(h) of the Employment Agreement.
11.Acknowledgments. You hereby warrant and represent that you have not (a) filed or caused to be filed any claim against the Released Parties, whether past or present, with any administrative agency, court of law or other tribunal, (b) assigned, sold, delivered, transferred or conveyed any rights you have asserted or may have against any of the aforementioned parties to any person or entity, in each case, with respect to any claims being released hereby, (c) assisted or advised any directors, officers, shareholders, employees or agents of any of the aforementioned parties with respect to the pursuit or evaluation of any claim against any of the aforementioned parties, or (d) engaged in the course of your employment with or services to the Group Companies in (i) any fraudulent, tortious or illegal activity or (ii) any violation of a material policy of the Group Companies that would cause the Group Companies demonstrable material injury.
12.Affirmation of Covenants; Forfeiture and Clawback. You acknowledge and agree that (a) you are bound by, and will abide by, the covenants (collectively, the “Covenants”) set forth in subparagraphs 8(c) (Non-Competition), 8(d) (Non-Solicitation), 8(e) (Non-Interference), 8(f) (Confidential Information), 8(g) (Intellectual Property), 8(h) (Non-Disparagement), 8(j) (Return of Company Property) and 8(l) (Communication of Contents of Agreement) of the Employment Agreement, which will remain in full force and effect following the Termination Date in accordance with their terms, and (b) if you breach any of the Covenants, the Company’s
obligation to pay you any Termination Benefits that have not yet been paid will cease, and you will immediately return to the Company any Termination Benefits that you previously received.
13.Cooperation. At the Company’s reasonable request, you will use good faith efforts to cooperate with the Group Companies and their attorneys or other legal representatives (collectively, the “Attorneys”) in connection with any claim, litigation, audit or other or judicial, arbitral or government proceeding which is material to the Group Companies and is now pending or may hereinafter be brought against any of the Released Parties by any third party. Your duty of cooperation will include, but not be limited to, (a) meeting with Attorneys by telephone or in person at mutually convenient times and places in order to state truthfully your knowledge of matters at issue and recollection of events, (b) appearing at the Group Companies’ and/or the Attorneys’ request (and, to the extent possible, at a time convenient to you that does not conflict with the needs or requirements of your then-current employer) as a witness at depositions or trials, without necessity of a subpoena, in order to state truthfully your knowledge of matters at issue, and (c) signing at the Group Companies’ and/or the Attorneys’ request, declarations or affidavits that truthfully state matters of which you have knowledge. The Company will reimburse you for the reasonable expenses that you incur in the course of your cooperation hereunder.
14.Confidentiality of Agreement. You agree that you will keep all terms of this Agreement confidential, including but not limited to the fact and amounts of the Termination Benefits, except that you may make necessary disclosures to your spouse, attorney or tax advisor; however, you agree to assume responsibility for your spouse’s, representatives’ and tax advisor’s conduct and confidentiality obligations.
15.Withholding Taxes. The Group Companies may withhold from the Termination Benefits and the Accrued Payments all federal, state, local, domestic and foreign taxes as shall be required pursuant to any law or governmental ruling or regulation as reasonably determined by the Company.
16.Non-Admissions. The fact and terms of this Agreement, and the furnishing of consideration for this Agreement, are not an admission by the Group Companies of liability or other wrongdoing under any law, but rather such liability is expressly denied. You acknowledge that the parties contemplate an unequivocal, complete and final dissolution of the employment relationship.
17.Severability. If any provision of this Agreement is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.
18.Entire Agreement. This Agreement sets forth the entire agreement between the parties hereto and fully supersedes any prior agreements or understandings between the parties as to its subject matter. You acknowledge that you have not relied on any representations, promises or agreements of any kind made to you in connection with your decision to accept this Agreement except for those set forth in this Agreement.
19.Binding Agreement. This Agreement shall be binding upon and inure to the benefit of (a) your heirs, successors, personal representatives and legal representatives and (b) any successor of the Company.
20.Choice of Law. This Agreement shall be governed by, and construed in accordance with, the internal, substantive laws of the State of Texas. You agree that the state and federal courts located in the State of Texas shall have jurisdiction in any action, suit or proceeding against you
based on or arising out of this Agreement and you hereby: (a) submit to the personal jurisdiction of such courts; (b) consent to service of process in connection with any action, suit or proceeding against you; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process. The Company’s powers under this Agreement will not be affected if the Company delays in enforcing any provision of this Agreement or you grant time to the Company.
[Signature page follows]
If you accept and agree to the terms herein, within the time frame described in this Agreement, please sign on the appropriate line below and return by email to me at [***].
Sincerely,
SEADRILL AMERICAS, INC.
By:/s/ Ragnhild Anker Bohlin
Ragnhild Anker Bohlin
Vice President, Human Resource
BY SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT I HAVE HAD THE OPPORTUNITY TO CONSULT WITH A LEGAL ADVISOR OF MY CHOICE, THAT I HAVE CAREFULLY REVIEWED AND CONSIDERED THIS AGREEMENT, THAT I UNDERSTAND THE TERMS OF THIS AGREEMENT, AND THAT I VOLUNTARILY AGREE TO THE TERMS OF THIS AGREEMENT.
/s/ Simon Johnson
Simon Johnson
06/19/2026
Date
[Signature Page to Separation Agreement]