Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Annual Long-Term Incentive Awards



On January 18, 2023, Diamond Offshore Drilling, Inc. (the "Company") granted
awards of restricted stock units ("RSUs") under the Company's 2021 Long-Term
Stock Incentive Plan to certain of its key employees, including the following
awards to the Company's executive officers:

                                                                                          Target
                                                                                       Performance-      Time-Based
                                                                                        Based RSUs          RSUs
         Name                                       Title                              Granted (#)       Granted (#)
  Bernie Wolford, Jr.                         President and CEO                          177,424           118,282
  Dominic A. Savarino         Senior Vice President and Chief Financial Officer           55,445           36,963
    David L. Roland          Senior Vice President, General Counsel and Secretary         43,124           28,749


The awards consist of time-based RSUs that vest in equal amounts annually over a
three-year period and a target number of performance-based RSUs that cliff vest
based on achievement of relative total shareholder return compared to a
designated compensation peer group over a three-year period.

Time-Based RSU Awards. The time-based RSUs vest and become non-forfeitable with
respect to approximately 1/3 of the RSUs on each of January 18, 2024,
January 18, 2025 and January 18, 2026, subject to the recipient's continuous
service or employment with the Company through the applicable vesting date. If
the recipient is terminated for "cause" (as defined in the award agreement), all
vested and unvested time-based RSUs will immediately be forfeited and cancelled
for zero compensation. In connection with a "change in control" (as defined in
the award agreement) in which the award is continued, assumed or replaced with
an economically equivalent equity-based award that contains substantially
comparable terms and conditions (a "Rollover Award"), the Rollover Award will
vest in accordance with the schedule set forth above. In the case of a Rollover
Award, upon the occurrence of a termination of the recipient's service (i) by
the Company without cause, (ii) by the recipient for "good reason" (as defined
in the award agreement) or (iii) by reason of the recipient's death or
"disability" (as defined in the award agreement) (a "Qualifying Termination")
during the 12-month period following such change in control, such award will
100% vest and become non-forfeitable as of the date on which such Qualifying
Termination occurred. In connection with a change in control in which the award
does not become a Rollover Award, such award will 100% vest and become
non-forfeitable as of the consummation of the change in control. Upon a
termination of service for any other reason, all outstanding and unvested
time-based RSUs will immediately be forfeited and cancelled for zero
compensation. Any vested time-based RSUs may be settled by the Company in cash
in lieu of stock.

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Performance-Based RSU Awards. The performance-based RSUs cliff vest and become
non-forfeitable based on the level of achievement of the Company's relative
total shareholder return ("RTSR") during the three-year period commencing on the
grant date (unless terminated earlier as set forth in the award agreement) (the
"Performance Period") compared against a compensation peer group designated in
the award agreement (the "Peer Group"), subject to the recipient's continuous
service or employment with the Company through the end of the Performance
Period. If the Company's RTSR at the end of the Performance Period ranks in the
75th percentile or above compared to the Peer Group, then 150% of the
performance-based RSUs will vest and become non-forfeitable. If the Company's
RTSR at the end of the Performance Period ranks in the 25th percentile compared
to the Peer Group, then 50% of the performance-based RSUs will vest and become
non-forfeitable and the remaining unvested performance-based RSUs will
immediately be forfeited and cancelled for zero compensation. If the Company's
RTSR at the end of the Performance Period falls between the 25th percentile and
75th percentile compared to the Peer Group, straight-line interpolation will be
applied to determine the number of performance-based RSUs that will vest and
become non-forfeitable and the remaining unvested performance-based RSUs will
immediately be forfeited and cancelled for zero compensation. If the Company's
RTSR at the end of the Performance Period does not equal or exceed the 25th
percentile compared to the Peer Group, then 0% of the performance-based RSUs
will vest and become non-forfeitable, and the performance-based RSUs will
immediately be forfeited and cancelled for zero compensation. If the Company's
RTSR at the end of the Performance Period is less than 0%, no more than 100% of
the performance-based RSUs will vest.

If the recipient is terminated for "cause" (as defined in the award agreement),
all vested and unvested performance-based RSUs will immediately be forfeited and
cancelled for zero compensation. Upon the occurrence of a Qualifying Termination
before the end of the Performance Period, a portion of the unvested
performance-based RSUs will remain outstanding and eligible to vest as if the
recipient had remained employed with the Company (without regard for the
requirement that the recipient remain in continuous service through the end of
the Performance Period). Such portion of performance-based RSUs that remain
eligible to vest shall be determined by multiplying the target number of
performance-based RSUs by a fraction, the numerator of which is the number of
days the recipient was employed during the Performance Period and the
denominator of which is the total number of days in the Performance Period. Any
remaining performance-based RSUs that are ineligible to vest will immediately be
forfeited and cancelled for zero compensation.

In connection with a change in control in which there is a Rollover Award, the
Rollover Award will vest based on the achievement of RTSR during the Performance
Period as set forth above (subject to equitable adjustable to account for such
change in control). In the case of a Rollover Award, upon the occurrence of a
Qualifying Termination during the 12-month period following such change in
control, then 100% of the target number of the unvested performance-based RSUs
will vest and become non-forfeitable.

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Upon the occurrence of a change in control in which the award does not become a
Rollover Award, the Performance Period will terminate upon the consummation of
the change in control and 100% of the target number of the unvested
performance-based RSUs will vest and become non-forfeitable.

Upon the occurrence of a termination of service for any reason not described
above, all outstanding and unvested performance-based RSUs will immediately be
forfeited and cancelled for zero compensation. Any vested performance-based RSUs
may be settled in cash in lieu of stock.

This summary does not purport to be complete and is qualified in its entirety by
reference to the complete text of the forms of Time-Vesting Restricted Stock
Unit Award Agreement and Executive Performance-Vesting Restricted Stock Unit
Award Agreement to be filed as exhibits to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2022.

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