Exhibit 10.4
Form of Non-Qualified Stock
Option Agreement – Non-Employee Directors
SEAHAWK DRILLING,
INC.
2009 LONG-TERM INCENTIVE
PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
This option agreement (“Option
Agreement” or “Agreement”) executed between
SEAHAWK DRILLING, INC. (the “Company”), and
(the “Optionee”), a non-employee Director of the
Company, regarding a right (the “Option”) awarded to
the Optionee on
(the “Grant Date”) to purchase from the Company up to
but not exceeding in the aggregate
shares of Common Stock (as defined in the Seahawk Drilling, Inc.
2009 Long-Term Incentive Plan (the “Plan”)) at
$ . per share (the
“Grant Price”), such number of shares and such price
per share being subject to adjustment as provided in the Plan, and
further subject to the following terms and conditions:
This Option is subject to all of the
terms, conditions and provisions of the Plan and administrative
interpretations thereunder, if any, which have been adopted by the
Committee and are in effect on the date hereof. Except as defined
herein, capitalized terms shall have the same meanings ascribed to
them under the Plan. For purposes of this Option
Agreement:
(a) “Disability”
has the meaning set forth in Section 1.409A-3(i)(4)(A) of the
Treasury Regulations and shall be determined by the Committee in
its sole discretion.
(b) “Exchange
Act” means the Securities Exchange Act of 1934, as
amended.
(c) “Option
Shares” means the shares of Common Stock covered by this
Option Agreement.
This Option may be exercised in full
on the Grant Date and may be exercised in whole or in part (at any
time or from time to time) until expiration of the Option pursuant
to the terms of this Agreement or the Plan.
The Option hereby granted shall
terminate and be of no force and effect with respect to any shares
of Common Stock not previously purchased by the Optionee at the
earliest time specified below:
(a) the tenth anniversary of the
Grant Date;
(b) if Optionee resigns or is
removed as a Director of the Company for serious misconduct (as
determined by the Committee) at any time after the Grant Date, then
the Option shall terminate immediately upon such termination of
Optionee’s service as a Director;
(c) if Optionee resigns or is
removed as a Director of the Company for any reason other than
death or Disability or serious misconduct, then the Option shall
terminate on the first business day following the expiration of the
60-day period which began on the date of termination of
Optionee’s service as a Director; or
(d) if Optionee resigns or is
removed as a Director of the Company due to (i) death at any
time after the Grant Date and while serving as a Director of the
Company or within 60 days after termination of such service or
(ii) Disability at any time after the Grant Date, then the
Option shall terminate on the first business day following the
expiration of the one-year period which began on the date of
Optionee’s death or Disability, as applicable.
Subject to the limitations set forth
herein and in the Plan, this Option may be exercised by written
notice provided to the Company as set forth in Section 5. Such
written notice shall (a) state the number of shares of Common
Stock with respect to which the Option is being exercised and
(b) be accompanied by cash or shares of Common Stock (not
subject to limitations on transfer) or a combination of cash and
Common Stock payable to Seahawk Drilling, Inc. in the full amount
of the purchase price for any shares of Common Stock being
acquired; provided, however, that any shares of Common Stock
delivered in payment of the option price must be shares that the
Optionee has owned for a period of at least six months prior to the
date of exercise. For the purpose of determining the amount, if
any, of the purchase price satisfied by payment in Common Stock,
such Common Stock shall be valued at its Fair Market Value on the
date of exercise.
In ad
