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SEAHAWK DRILLING, INC. 2009 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT

Shareholder Agreement

SEAHAWK DRILLING, INC. 2009 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT | Document Parties: SEAHAWK DRILLING, INC. | SEAHAWK DRILLING, INC You are currently viewing:
This Shareholder Agreement involves

SEAHAWK DRILLING, INC. | SEAHAWK DRILLING, INC

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

SEAHAWK DRILLING, INC. 2009 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT, Parties: seahawk drilling  inc. , seahawk drilling  inc
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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:

 

 

1.

Relationship to Plan.

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.

 

 

2.

Vesting.

The Grantee shall be fully vested in the Restricted Stock Units on the Grant Date.


 

3.

Registration of Units.

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).

 

 

4.

Dividend Equivalent Payments.

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.

 

 

5.

Shareholder Rights.

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.

 

 

6.

Settlement and Delivery of Shares.

(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


 
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