Exhibit 10.1
Form of Restricted Stock Unit
Agreement – Employees
SEAHAWK DRILLING,
INC.
2009 LONG-TERM INCENTIVE
PLAN
RESTRICTED STOCK UNIT
AGREEMENT
This Restricted Stock Unit Agreement
(“Agreement”) between SEAHAWK DRILLING, INC. (the
“Company”) and
(the “Grantee”), an employee of the Company or one of
its Subsidiaries, regarding an award (“Award”) of
units of Common Stock (as defined in the Seahawk Drilling, Inc.
2009 Long-Term Incentive Plan (the “Plan”), such Common
Stock comprising this Award referred to herein as “Restricted
Stock Units”) awarded to the Grantee on
(the “Grant Date”), such number of Restricted Stock
Units subject to adjustment as provided in Section 16 of the
Plan, and further subject to the following terms and
conditions:
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1.
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Relationship
to Plan and Employment Agreement.
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This Award 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 thereunder 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 Grantee 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 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) “Employment”
means employment with the Company or any of its
Subsidiaries.
(c) “Exchange
Act” means the Securities Exchange Act of 1934, as
amended.
(d) “Dividend”
means any dividend or distribution on the Common Stock.
(e) “Retirement”
means the Grantee’s termination of Employment on or after
attainment of age 65.
(a) This Award shall vest in
installments in accordance with the following schedule:
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Date Vested
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Additional Percentage of
Award Vested
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First anniversary of Grant
Date
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33 1 / 3
%
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Second anniversary of Grant
Date
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33 1 / 3
%
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Third anniversary of Grant
Date
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33 1 / 3
%
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100%
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(b) All shares of Restricted Stock
Units subject to this Award shall vest, irrespective of the
limitations set forth in subparagraph (a) above, provided that
the Grantee has been in continuous Employment since the Grant Date,
upon the occurrence of:
(i) a Change in Control;
(ii) the Grantee’s Disability;
or
(iii) the Grantee’s
termination of Employment by reason of death.
(c) If the Grantee’s
termination of Employment occurs due to Retirement prior to the
date this Award fully vests pursuant to subparagraph
(a) above, the shares of Restricted Stock Units will
thereafter become payable to the same extent and at the same time
as they would have become payable under subparagraph (a) above
or subparagraph (b)(i) above as if the Grantee had remained in
continuous Employment since the Grant Date.
Except as provided in any other
agreement between the Grantee and the Company, if the
Grantee’s Employment terminates other than by reason of
death, Disability or Retirement, all unvested Restricted Stock
Units as of the termination date shall be forfeited.
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4.
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Registration
of Units.
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The Grantee’s right to receive
the Restricted Stock Units shall be evidenced by book entry
registration (or by such other manner as the Committee may
determine).
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5.
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Dividend
Equivalent Payments.
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Dividend equivalents (x) shall
be subject to the same vesting schedule as the Restricted Stock
Unit for which the dividend equivalent is awarded and
(y) shall be paid at the same time as the Restricted Stock
Unit for which the dividend equivalent is awarded is settled.
Dividend equivalents may be paid in the form of cash, stock or
other property, as determined by the Company in its sole
discretion; provided that any dividend equivalent payments shall be
in compliance with Section 409A of the Code and related
Treasury authorities.
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The Grantee shall have no rights of
a shareholder with respect to shares of Common Stock subject to
this Award unless and until such time as the Award has been settled
by the
