SEAHAWK DRILLING, INC. EMPLOYEE STOCK PURCHASE PLAN

Exhibit 10.1

SEAHAWK DRILLING, INC.

EMPLOYEE STOCK PURCHASE PLAN

The Seahawk Drilling, Inc. Employee Stock Purchase Plan (the “Plan”) is designed to encourage and assist all employees of Seahawk Drilling, Inc., a Delaware corporation (“Seahawk”) and Subsidiaries (as defined in Section 4) (hereafter collectively referred to as the “Company”), where permitted by applicable laws and regulations, to acquire an equity interest in Seahawk through the purchase of shares of common stock, par value $.01 per share, of Seahawk (“Common Stock”). It is intended that this Plan shall constitute an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). Any reference to “shares” herein shall be deemed to include only full (if applicable) shares of Common Stock, unless the Compensation Committee exercises its discretion to determine otherwise.

The Plan shall be administered and interpreted by the Compensation Committee (the “Committee”) appointed by the Board of Directors of Seahawk (the “Board”), which Committee of the Board shall consist of at least two (2) persons. The Committee shall supervise the administration and enforcement of the Plan according to its terms and provisions and shall have all powers necessary to accomplish these purposes and discharge its duties hereunder including, but not by way of limitation, the power to (i) employ and compensate agents of the Committee for the purpose of administering the accounts of participating employees; (ii) construe or interpret the Plan; (iii) determine all questions of eligibility; and (iv) compute the amount and determine the manner and time of payment of all benefits according to the Plan.

The Committee may act by decision of a majority of its members at a regular or special meeting of the Committee or by decision reduced to writing and signed by all members of the Committee without holding a formal meeting.

The Common Stock subject to issuance under the terms of the Plan shall be shares of Seahawk’s authorized but unissued shares, previously issued shares reacquired and held by Seahawk or shares purchased on the open market. The aggregate number of shares which may be issued under the Plan shall not exceed four hundred thousand (400,000) shares of Common Stock. All shares purchased under the Plan, regardless of source, shall be counted against the four hundred thousand (400,000) share limitation.

In the event of any reorganization, stock split, reverse stock split, stock dividend, combination of shares, merger, consolidation, offering of rights or other similar change in the capital structure of Seahawk, the Committee may make such adjustment, if any, as it deems appropriate in the number, kind and purchase price of the shares available for purchase under the Plan and in the maximum number of shares which may be issued under the Plan, subject to the approval of the Board and in accordance with Section 19.

Each “Employee” (as hereinafter defined), except as described in the next following paragraph, shall become eligible to participate in the Plan in accordance with Section 5 on the first “Enrollment Date” (as defined therein) following employment by the Company; provided, however, that such Employee must be employed by Seahawk or a participating Subsidiary on the day immediately preceding the Enrollment Date. Participation in the Plan is voluntary.

The following Employees are not eligible to participate in the Plan:

(i) Employees who would, immediately upon enrollment in the Plan, own directly or indirectly, or hold options or rights to acquire, an aggregate of five percent (5%) or more of the total combined voting power or value of all outstanding shares of all classes of Seahawk or any Subsidiary (in determining stock ownership of an individual, the rules of Section 424(d) of the Code shall be applied, and the Committee may rely on representations of fact made to it by the employee and believed by it to be true);

(ii) Employees who are customarily employed by the Company less than twenty (20) hours per week or less than five (5) months in any calendar year; and

(iii) Employees who were not employed by Seahawk or a participating Subsidiary on the day immediately preceding the Enrollment Date.

“Employee” shall mean any individual employed by Seahawk or any Subsidiary (as hereinafter defined). “Subsidiary” shall mean any corporation (a) which is in an unbroken chain of corporations beginning with Seahawk if each of the corporations other than the last corporation in the chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in the chain and (b) which has adopted the Plan with the approval of the Committee. The following Subsidiaries are participating Subsidiaries: Seahawk Drilling Management LLC and Seahawk Offshore Management LLC.

Each eligible Employee of Seahawk or a participating Subsidiary who becomes eligible to participate in the Plan may enroll in the Plan on the first day of the Purchase Period (as defined in Section 6) following the date he first meets the eligibility requirements of Section 4. Any eligible Employee not enrolling in the Plan when first eligible may enroll in the Plan on the first day any subsequent Purchase Period. Any eligible Employee may enroll or re-enroll in the Plan on the dates hereinabove prescribed or such other specific dates established by the Committee from time to time (“Enrollment Dates”). In order to enroll, an eligible Employee must complete, sign and submit the appropriate form to the person designated by the Committee, all of which may be accomplished in electronic format in the form and manner established by the Committee.

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Payment for shares is to be made as of the applicable “Purchase Date” (as defined in Section 9) through payroll deductions on an after-tax basis (with no right of prepayment) over the Plan’s designated purchase period (the “Purchase Period”), with the first such deduction commencing with the first payroll period ending after the Enrollment Date. Each Purchase Period under the Plan shall be a six (6) month period commencing on January 1 or July 1 of each calendar year, or such other period as the Committee may prescribe. The first Purchase Period under the Plan shall be the six (6) month period commencing on January 1, 2010. Each participating Employee (hereinafter referred to as a “Participant”) will authorize such deductions from his pay for each month during the Purchase Period and such amounts will be deducted in conformity with his employer’s payroll deduction schedule.

Each Participant may elect to make contributions each pay period in amounts not less than the greater of $10 or one percent (1%) of “Compensation,” not to exceed an annual contribution equal to ten percent (10%) of “Compensation” (or such other dollar amounts and percentages as the Committee may establish from time to time before an Enrollment Date for all purchases to occur during the relevant Purchase Period). “Compensation” shall mean the Participant’s base earnings or salary plus any wages paid for overtime. In establishing other dollar amounts and percentages of permitted contributions, the Committee may take into account the “Maximum Share Limitation” (as defined in Section 8). The rate of contribution shall be designated by the Participant in the enrollment form.

A Participant may elect to increase or decrease the rate of contribution effective as of the first day of the Purchase Period by giving prior notice to the person designated by the Committee in the form and manner approved by the Committee. A Participant may not elect to increase or decrease the rate of contribution during a Purchase Period. A Participant may suspend payroll deductions at any time during the Purchase Period, by giving prior notice to the person designated by the Committee in the form and manner approved by the Committee. If a Participant elects to suspend his payroll deductions, only the balance of the Participant’s account at the time of such election shall be used to purchase shares, which shall be accomplished at the end of the Purchase Period.

A Participant may also elect to withdraw his entire contributions for the current Purchase Period at any time by giving prior notice to the person designated by the Committee in the form and manner approved by the Committee. Any Participant who withdraws his contributions will receive, as soon as administratively practicable, his entire account balance, including any dividends. Any Participant who suspends payroll deductions or withdraws contributions during any Purchase Period cannot resume payroll deductions during such Purchase Period and must re-enroll in the Plan in order to participate in the next Purchase Period.

Except in case of cancellation of election to purchase, death, resignation or other terminating event, the amount in a Participant’s account at the end of the Purchase Period will be applied to the purchase of the shares.

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Contributions shall be deposited into an account maintained by Seahawk with the financial institution designated by the Committee for this purpose (the “Custodian”) and shall be invested in a money market account or such other investment vehicle or vehicles designated by the Committee for purposes of the Plan. Seahawk shall maintain a record of the amount of contributions allocable to each Participant’s account. As of the end of each Purchase Period or as of such other date as the Committee may establish from time to time, interest accrued on the money market account or such other investment vehicle(s) shall be used to offset administrative expenses associated with maintaining the Plan; however, should such interest exceed administrative expenses, any such excess interest accumulation shall be credited to participant’s accounts based on the balance in the Participant’s account on the last business day of the Purchase Period or on such other date as the Committee may establish from time to time. Dividends on shares held in a Participant’s account in the Plan will also be credited to such Participant’s account. Any such contributions, applicable interest and dividends shall be deposited in Seahawk’s account with the Custodian.

Enrollment in the Plan by an Employee on an Enrollment Date will constitute the grant, as of the Grant Date, by the Company to the Participant of the right to purchase shares of Common Stock under the Plan. Re-enrollment by a Participant in the Plan will constitute a grant by the Company to the Participant of a new opportunity to purchase shares on the Enrollment Date on which such re-enrollment occurs. A Participant who has not (a) terminated employment, (b) withdrawn his contributions from the Plan, or (c) notified the Company, in the form and manner designated by the Committee, by such date as the Committee shall establish (which date shall not be later than the last day of the Purchase Period), of his election to withdraw his payroll deductions as of the last day of the Purchase Period will have shares of Common Stock purchased for him on the applicable Purchase Date, and he will automatically be re-enrolled in the Plan on the Enrollment Date immediately following the Purchase Date on which such purchase has occurred, unless each Participant notifies the person designated by the Committee in the form and manner approved by the Committee that he elects not to re-enroll.

Each right to purchase shares of Common Stock under the Plan during a Purchase Period shall have the following terms:

(i) the right to purchase shares of Common Stock during a particular Purchase Period shall expire on the earlier of: (A) the completion of the purchase of shares on the Purchase Date occurring in the Purchase Period, or (B) the date on which participation of such Participant in the Plan terminates for any reason;

(ii) payment for shares purchased will be made only through payroll withholding and the crediting of other amounts, if applicable, in accordance with Sections 6 and 7;

(iii) purchase of shares will be accomplished only in accordance with Section 9;

(iv) the price per share will be determined as provided in Section 9;

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(v) the right to purchase shares (taken together with all other such rights then outstanding under this Plan and under all other similar stock purchase plans of Seahawk or any Subsidiary) will in no event give the Participant the right to purchase a number of shares during a calendar year in excess of the number of shares of Common Stock derived by dividing $25,000 by the fair market value of the Common Stock (the “Maximum Share Limitation”) on the applicable Grant Date determined in accordance with Section 9;

(vi) the right to purchase shares will in all respects be subject to the terms and conditions of the Plan, as interpreted by the Committee from time to time; and

(vii) Seahawk and the Custodian can agree to limitations on the transfer, gift, or margin of shares held with the Custodian. Such limitation