-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SS+ijwgx55T02N1ewpAledQDLWqy+/N/z/b6JULVj0YB9uXEw7GxT6dVU/EpXQVU cG3AbtVcinL86oWMtiLXjg== 0001241921-06-000020.txt : 20060313 0001241921-06-000020.hdr.sgml : 20060313 20060313144412 ACCESSION NUMBER: 0001241921-06-000020 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060301 FILED AS OF DATE: 20060313 DATE AS OF CHANGE: 20060313 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MCDERMOTT INTERNATIONAL INC CENTRAL INDEX KEY: 0000708819 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 720593134 STATE OF INCORPORATION: R1 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 777 N. ELDRIDGE PARKWAY CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 281-870-5000 MAIL ADDRESS: STREET 1: 777 N. ELDRIDGE PARKWAY CITY: HOUSTON STATE: TX ZIP: 77079 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lewis James C CENTRAL INDEX KEY: 0001354953 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08430 FILM NUMBER: 06681811 BUSINESS ADDRESS: BUSINESS PHONE: 281-870-5063 MAIL ADDRESS: STREET 1: 777 N. ELDRIDGE PARKWAY STREET 2: 11TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77079 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2006-03-01 0 0000708819 MCDERMOTT INTERNATIONAL INC MDR 0001354953 Lewis James C 777 N. ELDRIDGE PARKWAY HOUSTON TX 77079 0 1 0 0 Vice President, Treasurer Common Stock 550 I 401(K) Stock Options (Right to Buy) 4.225 2006-08-15 2013-08-15 Common Stock 2500 D Stock Options (Right to Buy) 9.01 2006-03-18 2014-03-18 Common Stock 4000 D Stock Options (Right to Buy) 20.18 2006-05-12 2015-05-12 Common Stock 2300 D Deferred Stock Units 0 2006-05-12 2010-05-12 Common Stock 1035 D Performance Units 0 2006-08-15 2006-08-15 Common Stock D Based upon units held in 401(K) Plan and the fair market value of Common Stock as of 3/1/06. 2,000 options become exercisable on March 18, 2006 and the remaining options become exercisable on March 18, 2007. Becomes exercisable in three equal annual installments, with the first installment vesting on this date. Vests in five equal annual installments, with the first installment vesting on this date. Vested units will be paid in cash in an amount equal to the number of vested units multipled by the average stock price on the vesting date. 1-for-1 The performance units vest on a percentage basis determined by the 10 day average stock price of the Issuer prior to such date, in accordance with the following schedule: 1) Avg. Stock Price $8.00 - Vesting Percentage 50%; 2) Avg. Stock Price $14.00 - Vesting Percentage - 100%; and 3) Avg. Stock Price $20.00 - Vesting Percentage - 150%. No performance units vest if the average stock price is less than $8.00. Vested units will be paid in cash in an amount equal to the number of vested units multiplied by the average stock price. Liane K. Hinrichs, Atttorney-in-Fact 2006-03-09 EX-24 2 lewis.txt Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of John T. Nesser, Liane K. Hinrichs, Robert E. Stumpf, Renee Hack, Kathleen A. Peres and Benjamin H. Bash, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of McDermott International, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of March, 2006. Signature: /s/James C. Lewis Print Name: James C. Lewis -----END PRIVACY-ENHANCED MESSAGE-----