Exhibit 10.3
Form of Restricted Stock Unit
Agreement – Non-Employee Directors
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”), a non-employee Director of the
Company, 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
,
20 (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:
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. For purposes of this
Agreement:
(a) “Default Payment
Date” means the first business day on or after the first
anniversary of the Grant Date.
(b) “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.
(c) “Exchange
Act” means the Securities Exchange Act of 1934, as
amended.
(d) “Dividend”
means any dividend or distribution on the Common Stock.
(e) “Payment
Election” shall have the meaning set forth in
Section 6(a) hereof.
(f) “Separation from
Service” shall mean a “separation from
service” within the meaning of Treasury Regulation
Section 1.409A-1(h).
(g) “Transfer Commencement
Date” shall mean either the Default Payment Date, or, if
Grantee makes a Payment Election, the first date of payment
pursuant to such Payment Election. The Transfer Commencement Date
pursuant to a Payment Election shall be either a fixed date or the
date of a Separation from Service, as specified by the
Grantee.
The Grantee shall be fully vested in
the Restricted Stock Units on the Grant Date.
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3.
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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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4.
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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.
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 transfer of shares of Common Stock to the
Grantee.
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6.
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Settlement
and Delivery of Shares.
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(a) Form of Delivery .
Settlement will be made by payment in shares of Common Stock. This
settlement may be made either as a single lump sum transfer of
shares or through the transfer of shares in substantially equal
annual installments over the period selected by the Grantee.
Subject to the provisions of this Restricted Stock Unit Agreement,
the Grantee shall timely elect the form in which the distribution
shall be made and the applicable Transfer Commencement Date in the
form and manner prescribed by the Committee pursuant to the
requirements of Section 409A of the Code (the “Payment
Election”). If the Committee or its designee has not received
the Grantee’s Payment Election by the applicable deadline,
then the Grantee shall receive the Common Stock in a single lump
sum payment on the Default Payment Date.
(b) General Provisions Regarding
Timing of Delivery . Except as specifically set forth in this
Restricted Stock Unit Agreement, distribution of shares subject to
this Award of Restricted Stock Units shall commence on the Transfer
Commencement Date in the following form:
(i) in a single lump sum transfer of
shares; or
(ii) if elected by the Grantee
pursuant to a Payment Election in accordance with
Section 6(a), in a series of substantially equal annual
installments over a period selected by the Grantee commencing on
the Transfer Commencement Date and continuing on the succeeding
anniversaries of such Transfer Commencement Date;
provided, however, that no
distribution of shares shall occur prior to