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EXHIBIT 10.1
FORM OF NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK AWARD AGREEMENT
2007 LONG-TERM INCENTIVE
PLAN
This Agreement
is dated the 4th day of September, 2009 , between ATWOOD
OCEANICS, INC. , (the “Company”) and Jack E.
Golden (the “Participant”).
Recitals:
The Company has
adopted a Shareholder approved 2007 Long-Term Incentive Plan (as
amended, modified or restated from time to time, the
“Plan”) which provides for grants of restricted stock
awards of Common Stock to Non-Employee Directors of the Company,
and the Participant is a Non-Employee Director of the
Company. Pursuant to said Plan, the Compensation
Committee has approved and ratified the execution of this Agreement
between the Company and the Participant. All capitalized
terms not defined herein shall have the meaning set forth in the
Plan as in effect on the date hereof.
Agreement:
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The Company
hereby awards to the Participant ________ shares of
restricted Common Stock, equal in value to $60,000, the
(“Restricted Stock Award”). The number of
shares of Common Stock included in the Restricted Stock Award is
based upon the Fair Market Value of _____ of one share of Common
Stock on September 4, 2009 (the “Date of
Grant”).
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The shares of
Common Stock included in the Restricted Stock Award shall vest
thirteen (13) months from the Date of Grant (the “Restriction
Period”); provided, however, the Participant may elect to
defer the delivery of shares of Common Stock included in the
Restricted Stock Award pursuant to the Non-Employee
Directors’ Deferred Compensation Plan. During the
Restriction Period, the Participant may not sell, transfer, pledge,
exchange, hypothecate, or otherwise disposed of the shares of
Common Stock included in the Restricted Stock Award. If the
Participant retires, dies, or resigns prior to the end of the
Restriction Period, 100 percent vesting of the Restricted Stock
Award
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