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SEAHAWK DRILLING, INC. 2009 LONG-TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT

Option Agreement

SEAHAWK DRILLING, INC. 2009 LONG-TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT | Document Parties: SEAHAWK DRILLING, INC. | SEAHAWK DRILLING, INC You are currently viewing:
This Option Agreement involves

SEAHAWK DRILLING, INC. | SEAHAWK DRILLING, INC

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Title: SEAHAWK DRILLING, INC. 2009 LONG-TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Governing Law: Texas     Date: 8/28/2009

SEAHAWK DRILLING, INC. 2009 LONG-TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT, Parties: seahawk drilling  inc. , seahawk drilling  inc
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Exhibit 10.2

Form of Non-Qualified Stock Option Agreement – Employees

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”), an employee of the Company or one of its Subsidiaries, 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:

 

 

1.

Relationship to Plan and Employment Agreement.

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. In addition, the parties agree that notwithstanding any provision herein to the contrary, this Agreement shall be deemed modified by the provisions of any employment agreement between the Optionee and the Company, and vesting of this Award shall occur in the event stock options and other awards specifically vest under such employment agreement. 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) “Early Retirement” means the Optionee’s termination of Employment on or after the date the Optionee has (i) attained age 55 and (ii) completed 15 years of continuous Employment (measured from the Optionee’s last date of hire by the Company or any of its Subsidiaries).

(c) “Employment” means employment with the Company or any of its Subsidiaries.

(d) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(e) “Option Shares” means the shares of Common Stock covered by this Option Agreement.

(f) “Retirement” means the Optionee’s termination of Employment on or after attainment of age 65.


 

2.

Exercise Schedule.

(a) This Option may be exercised in installments in accordance with the following schedule:

 

Date Vested

 

Additional Percentage of Option

Shares Available for Purchase

First anniversary of the Grant Date

 

33  1 / 3 %

Second anniversary of the Grant Date

 

33  1 / 3 %

Third anniversary of the Grant Date

 

33  1 / 3 %

 

100%

Except as provided in subparagraph (c) below, the Optionee must be in continuous Employment from the Grant Date through the date of exercisability in order for the Option to become exercisable with respect to additional shares of Common Stock on such date.

(b) This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, provided that the Optionee has been in continuous Employment since the Grant Date, upon the occurrence of:

(i) a Change in Control;

(ii) the Optionee’s Disability; or

(iii) the Optionee’s termination of Employment by reason of death.

(c) If Optionee’s termination of Employment is due to Retirement, this Option shall continue to become exercisable in accordance with the schedule identified in subparagraph (a) above as if the Optionee had remained in Employment until expiration of the Option.

(d) To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the Plan.

 

 

3.

Termination of Option

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’s Employment is terminated by the Company or a Subsidiary 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 Employment;


(c) if Optionee’s Employment is terminated for any reason other than death, Early Retirement, Retirement, 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 Employment;

(d) if Optionee’s Employment is terminated due to (i) death at any time after the Grant Date and while in the employ of the Company or its Subsidiaries or within 60 days after termination of such Employment 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; or

(e) if Optionee’s Employment is terminated due to Early Retirement or Retirement, then the Option shall terminate on the first business day following the expiration of the three-year period which began on the date of Optionee’s Early Retirement or Retirement, as applicable.

Except as provided in Section 2(c) hereof, in any event in which the Option remains exercisable for a period of time following the date of termination of Optionee’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Optionee’s Employment


 
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