EXHIBIT 10.4.2
ATWOOD OCEANICS, INC.
RETENTION PLAN
FOR CERTAIN SALARIED EMPLOYEES
Effective as of January 1, 2005
This Plan will terminate automatically
as of December 31, 2005 if there is no "Effective Date" (as defined in Plan Section 1.5) on or before that date.
1
ATWOOD OCEANICS, INC.
RETENTION PLAN
FOR CERTAIN SALARIED EMPLOYEES
The Company (as defined herein) hereby adopts this Retention Plan for Certain Salaried Employees (the "Plan"),
effective as of the 1st day of January, 2005.
INTRODUCTION
The purpose of this Plan is to secure the interests of the Company's shareholders in the event of a change of
control of the Company. In such an event, this Plan would provide an enhanced severance payment and other
benefits to encourage certain valued employees to remain employed with the Company during that period of
financial uncertainty preceding and following the change of control. If such an event does not occur on or before
December 31, 2005, this Plan will terminate automatically, unless otherwise renewed by the Company's Board of
Directors.
ARTICLE I
DEFINITIONS
Terms defined above and initially capitalized shall have the respective meanings so ascribed. When used in this
Plan and initially capitalized, the following words and phrases shall have the following respective meanings unless
the context clearly requires otherwise:
1.1 "Base Salary" as to any Covered Employee for any period, shall mean the greater of the sum of such
individual's monthly base salary and Bonus as of the Termination of Employment or as of the date immediately
preceding the Effective Date, which is paid to such individual by the Company during employment for such
period, before reduction because of an election between benefits or cash provided under a plan of the Company
maintained pursuant to Section 125 or 401(k) of the Internal Revenue Code of 1986, as amended, and before
reduction for any other amounts contributed by the Company on such individual's behalf to any other employee-
benef