SECOND AMENDED AND RESTATED HORNBECK OFFSHORE SERVICES, INC. INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT FOR EXECUTIVE OFFICERS

Exhibit 10.9

SECOND AMENDED AND RESTATED

HORNBECK OFFSHORE SERVICES, INC.

INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK UNIT AGREEMENT

FOR EXECUTIVE OFFICERS

(Performance Vesting)

THIS RESTRICTED STOCK UNIT AGREEMENT (this “ Agreement ”) is made effective as of                              (the “ Award Date ”) by and between Hornbeck Offshore Services, Inc. (the “ Company ”) and                                                           (“ Employee ”).

1. GRANT OF RESTRICTED STOCK UNITS . Pursuant to the Second Amended and Restated Hornbeck Offshore Services, Inc. Incentive Compensation Plan, (the “ Plan ”) Employee is hereby awarded (i)                       Restricted Stock Units (the “ Base RS Units ”) of Common Stock and (ii)                       Restricted Stock Units (the “ Bonus RS Units ”) covering, in the aggregate,                      shares of the Common Stock of the Company. On any day, the value of a Restricted Stock Unit shall equal the Fair Market Value of one share of Common Stock of the Company. All of the Restricted Stock Units shall be subject to the Forfeiture Restrictions as set forth in Section 4 of this Agreement.

2. EFFECT OF THE PLAN . The Restricted Stock Units awarded to Employee are subject to all of the terms and conditions of the Plan, which terms and conditions are incorporated herein for all purposes, and of this Agreement together with all rules and determinations from time to time issued by the Committee and by the Board pursuant to the Plan. The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan without the consent of Employee, so long as such amendment, modification, restatement or supplement shall not materially reduce the rights and benefits available to Employee hereunder, and this Award shall be subject, without further action by the Company or Employee, to such amendment, modification, restatement or supplement unless provided otherwise therein. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.

3. DEFINITIONS .

(a) “ Disability ” means permanent and total disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “ Code ”).

(b) “ Forfeiture Restrictions ” means the prohibition on transfer of the Restricted Stock Units and the obligations to forfeit the Restricted Stock Units to the Company as set forth in Section 4 of this Agreement.

(c) “ Measurement Period ” means the period beginning on the Award Date and ending on the                      anniversary of the Award Date.

(d) “ Retirement ” means Employee’s retirement from employment with the Company or any of its Subsidiaries, other than termination for Cause, on or after the date Employee attains age 60 provided Employee has ten (10) years of service as of the date Employee retires from service, or on or after Employee attains age 65.

(e) “ Restricted Stock Unit ” means an Award representing an unfunded, unsecured right to receive one share of the Common Stock of the Company.

[Insert definitions as necessary to describe the performance goal and specific performance measure which will be used as a basis for determining whether any Restricted Stock Units will vest]

4. RESTRICTIONS AND VESTING . Employee hereby accepts the Award of the Restricted Stock Units and agrees with respect thereto as follows:

(a) Transferability . The Restricted Stock Units may be transferred in a manner consistent with Section 15.13 of the Plan. Except as provided in Section 15.13 of the Plan and elsewhere in this Agreement and the Plan, the Restricted Stock Units shall not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred except by will or the laws of descent and distribution. Any attempted assignment of a Restricted Stock Unit in violation of this Agreement shall be null and void. The Company shall not be required to honor the transfer of any Restricted Stock Units that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the Plan.

(b) Mandatory Mediation and Arbitration Procedure . By execution of this Agreement and acceptance of this Award, which is a voluntary benefit provided to Employee by the Company, Employee waives Employee’s right to a jury trial in state or federal court and agrees that (i) the Hornbeck Offshore Operators, LLC Dispute Resolution Agreement Mediation and Arbitration Procedure attached hereto as Exhibit A (“ Dispute Resolution Procedure ”) and Section 15.17 of the Plan shall be the sole and exclusive means of resolving disputes of the parties (including any other persons claiming any rights or having any obligations through the Company or Employee) arising out of or relating to this Agreement, and (ii) the Dispute Resolution Procedure shall be the sole and exclusive means for resolving any other covered dispute between Employee and the Company or any of its Subsidiaries (including any other person(s) claiming any rights or having any obligations through the Company or Employee). By execution of this Agreement, however, Employee does not waive Employee’s right to any normally available remedies Employee may have in connection with any claim Employee may bring against the Company or any of its Subsidiaries, as an arbitrator can award any normal remedies Employee could get in a court proceeding. By execution of this Agreement Employee represents that to the extent Employee considered necessary, Employee has sought, at Employee’s own expense, counsel regarding the terms of this Agreement and the waiver contemplated in this Section 4(b).

(c) Retirement . If Employee terminates service with the Company and its Subsidiaries before the end of the Measurement Period as a result of Employee’s Retirement, then, at the end of the Measurement Period, the Forfeiture Restrictions shall lapse with respect to that percentage of the Base RS Units and that percentage of the Bonus RS Units corresponding to

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the [Insert Performance Measure] as provided in paragraph (f) of this Section 4, determined as of the end of the Measurement Period, that the Employee would have been entitled to receive had Employee remained employed with the Company and its Subsidiaries until the end of the Measurement Period.

(d) Forfeiture of Restricted Stock Units . If Employee terminates service with the Company or its Subsidiaries prior to the                      anniversary of the Award Date for any reason other than the Employee’s death, Disability or Retirement, as herein defined, or if Employee (or Employee’s estate) shall initiate a legal proceeding against the Company other than pursuant to the terms of the Dispute Resolution Procedure, then Employee (or Employee’s estate, as applicable) shall, for no consideration, forfeit all Restricted Stock Units.

Further, if prior to the                      anniversary of the Award Date based upon reasonable investigation and belief, the Committee or its designee, as applicable, determines that Employee should be subject to disciplinary action other than termination of Employee’s service with the Company or any of its Subsidiaries, such disciplinary action can include Employee’s forfeiture of all or any portion of Employee’s Restricted Stock Units awarded under this Agreement, such determination to be made by the Committee or its designee, in the Committee’s or the designee’s sole and absolute discretion, as applicable. For purposes of this paragraph such action can be taken by the Committee or its designee, as applicable, because of (i) any act or omission of Employee that (A) results in the assessment of a criminal penalty against the Company, (B) is otherwise in violation of any federal, state, local or foreign law or regulation (other than traffic violations and other similar misdemeanors), (C) adversely affects or could reasonably be expected to adversely affect the business reputation of the Company, or (D) otherwise constitutes willful misconduct, gross negligence, or any act of dishonesty or disloyalty, (ii) the violation by Employee of policies established by the Company, or (iii) the Company’s determination that Employee’s performance or conduct was unacceptable.

(e) Death or Disability . In the event of the Employee’s death or Disability during the Measurement Period then (i) the Company shall determine the [Insert Performance Measure] on the business day immediately prior to such death or Disability as if such day of determination was the end of the Measurement Period and, if not previously forfeited, the Forfeiture Restrictions shall lapse with respect to the greater of (x) the Base RS Units or (y) that percentage of the Base RS Units and that percentage of the Bonus RS Units corresponding to the [Insert Performance Measure] , as set forth in the table in paragraph (f) of this Section 4, and (ii) Employee shall, for no consideration, forfeit to the Company upon such death or Disability all of the Restricted Stock Units that remain subject to Forfeiture Restrictions at such time.

(f) [Insert Performance Measure] . If Employee provides continuous, eligible service to the company and its subsidiaries, as determined by the Committee or its designee, in the Committee’s or the designee’s sole and absolute discretion, as applicable, until the                      anniversary of the effective date of this Agreement, Employee shall vest in the Restricted Stock Units in accordance with this Section 4 and the Forfeiture Restrictions shall lapse with respect to that percentage of the Base RS Units and that percentage of the Bonus RS Units corresponding to the [Insert Performance Measure] , as set forth in the table below, rounded down to the next whole share in each such case.

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The percentage of the Base RS Units and the percentage of the Bonus RS Units for [Insert Performance Measure ranking or range and explain how the determination of the Base RS Units and Bonus RS Units which vest on the attainment of a performance measure in between the range/percentage noted in the table] shall be determined by the Committee using a curve which is a straight line between the ranges/percentages in the table so that the percentage of the Base RS Units and the percentage of the Bonus RS Units as to which the Forfeiture Restrictions shall lapse is interpolated to the actual [Insert Performance Measure] ranking achieved.

(g) Change of Control . If a Change of Control occurs during the Measurement Period then (i) the Company shall determine the [Insert Performance Measure] on the business day immediately prior to such Change of Control as if such day of determination was the end of the Measurement Period and, if not previously forfeited, the Forfeiture Restrictions shall lapse with respect to the greater of (x) the Base RS Units or (y) that percentage of the Base RS Units and that percentage of the Bonus RS Units corresponding to the [Insert Performance Measure] , as set forth in the table in paragraph (f) of this Section 4, above, and (ii) Employee shall, for no consideration, forfeit to the Company upon such Change of Control all of the Restricted Stock Units that remain subject to Forfeiture Restrictions at such time.

(h) Rights . RS Units represent an unfunded, unsecured promise of the Company to issue shares of Common Stock of the Company as otherwise provided in this Agreement. Other than the rights provided in this Agreement, Employee shall have no rights of a stockholder of the Company until such RS Units h