Common use of Section 409A Compliance Clause in Contracts

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rate.

Section 409A Compliance. Notwithstanding anything contained herein This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the contraryInternal Revenue Code (“Section 409A”). The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A. The preceding provisions, the Executive however, shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes construed as a guarantee by the Company of this Agreement and no payments shall be due any particular tax effect to the Executive Employee under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements Agreement. For purposes of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate right to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to a series of installment payments under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at treated as a specified time or on a fixed schedule relative right to a permissible payment eventseries of separate payments. SpecificallyWith respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the amounts reimbursed Employee, as specified under Sections 4(b)(vthis Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or as part the amount of the Welfare Benefit Continuation during the Executive’s in-kind benefits provided in one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), 2) the reimbursement of an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (3) the right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything No amount payable pursuant to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, Agreement which constitutes a “deferral of compensation” subject to Section 409A shall be paid to Executive during unless and until the six (6)-month period following his termination Employee first incurs a “separation from service” for purposes of employment Section 409A. Further, to the extent that the Company determines Employee is a “specified employee” (as defined in Section 409A) as of the date of Employee’s separation from service, no amount that paying constitutes a deferral of compensation which is payable on account of Employee’s separation from service shall paid to Employee before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Employee’s separation from service or, if earlier, the date of Employee’s death following such separation from service. All such amounts at that would, but for this Section, become payable prior to the time Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. This Amendment does not delete, terminate or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) replace any provision of the Code. If the payment of any such amounts is delayed Agreement except as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime ratespecifically provided herein.

Section 409A Compliance. Notwithstanding anything contained herein The following rules relate to section 409A of the contraryInternal Revenue Code of 1986 and any regulations and Treasury guidance promulgated thereunder (“Section 409A”), which govern deferred compensation: (a) This letter agreement is intended to comply with, or otherwise be exempt from, Section 409A. (b) The Company shall undertake to administer, interpret, and construe this letter agreement in a manner that does not result in the Executive imposition on you of any additional tax, penalty, or interest under Section 409A. (c) The Company and you agree to execute any and all amendments to this letter agreement permitted under applicable law, as mutually agreed in good faith, as may be necessary to ensure that this letter agreement complies with Section 409A. (d) The preceding provisions, however, shall not be considered construed as a guarantee by the Company of any particular tax effect to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive you under this Agreement letter agreement. The Company shall not be liable to you for any payment made under this letter agreement that is determined to result in an additional tax, penalty, or interest under Section 409A, nor for reporting in good faith any policy or plan of Hercules Offshore, Inc. payment made under this letter agreement as an amount includible in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of gross income under Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements 409A. (e) For purposes of Section 409A, the Boardright to a series of installment payments under this letter agreement shall be treated as a right to a series of separate payments. (f) With respect to any reimbursement of expenses of, in its sole discretionor any provision of in-kind benefits to, may unilaterally modify you, as specified under this Agreement in letter agreement, such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board reimbursement of expenses or provision of in-kind benefits shall seek to minimize any adverse economic consequences be subject to the Executive, and following conditions: (i) the Company shall have no liability to expenses eligible for reimbursement or the Executive amount of in-kind benefits provided in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in section 105(b) of the Internal Revenue Code; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), ii) the reimbursement of an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (iii) the right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything . (g) “Termination of employment,” or words of similar import, as used in this letter agreement means, for purposes of any payments under this letter agreement that are payments of deferred compensation subject to Section 409A, your “separation from service” as defined in Section 409A. (h) If a payment obligation under this letter agreement arises on account of your separation from service while you are a “specified employee” (as defined under Section 409A and determined in good faith by the Board), any payment of “deferred compensation” (as defined under Treasury regulation section 1.409A-1(b)(1), after giving effect to the contrary exemptions in this Agreement, no compensation or benefits, including Treasury regulation sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without limitation any severance payments or benefits, interest and shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following within 15 days after the end of such the six-month periodperiod beginning on the date of such separation from service or, if earlier, within 15 days after the Company shall pay Executive a lump-sum amount equal to appointment of the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime ratepersonal representative or executor of your estate following your death.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Premier and Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive under this Agreement or intend that any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a payable hereunder that could constitute “separation from servicedeferred compensation” from Hercules Offshore, Inc. within the meaning of Section 409A of the Code (“Section 409A”), will be compliant with Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, If Premier shall determine that any provision of this Agreement does not, in whole or in part, satisfy not comply with the requirements of Section 409A, Premier may amend the Board, Agreement to the extent necessary (including retroactively) in its sole discretion, may unilaterally modify order to comply with Section 409A (which amendment shall not reduce the amounts payable to Executive under this Agreement). Premier shall also have the discretionary authority to take such other actions to correct any failures to comply in operation with the requirements of Section 409A. Such authority shall include the power to adjust the timing or other details relating to the awards and/or payments described in this Agreement (but not the amounts payable to Executive under this Agreement) if Premier determines that such adjustments are necessary in such manner as it deems appropriate order to comply with or become exempt from the requirements of Section 409A. Notwithstanding the foregoing, to the extent that this Agreement or any payment or benefit (or portion thereof) under this Agreement or the plans referenced herein shall be deemed not to comply with Section 409A; provided, that in making any such modificationsthen Premier and its Related Companies, the Board shall seek to minimize any adverse economic consequences to the Executiveand Compensation Committee, and the Company Premier, Inc. and its Related Companies’ shareholders, owners, board members, officers, employees, and their designees and agents shall have no liability not be liable to the Executive in the event an additional taxany way. However, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, if and the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time Executive incurs any Section 409A related excise taxes, penalties or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed interest charges as a result of the previous sentenceCompany’s breach of this Agreement not otherwise consented to by Executive in writing (e.g., with respect to payment timing), then on Premier shall reimburse Executive in full for the first day following the end amount of such six-month periodexcise taxes, the Company shall pay penalties and interest charges so that Executive a lump-sum amount equal is restored to the cumulative amount that same position in which Executive would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime ratehad Premier’s breach not occurred.

Section 409A Compliance. Notwithstanding anything contained herein a) Section 409A of the Internal Revenue Code (“Section 409A”) imposes payment restrictions on “separation pay” (i.e., payments owed to you upon termination of employment). Failure to comply with these restrictions could result in negative tax consequences to you, including immediate taxation, interest and a 20% penalty tax. It is the contraryCompany’s intent that this Agreement be exempt from the application of, or otherwise comply with, the Executive shall not be considered to have terminated employment with Hercules Offshorerequirements of Section 409A. Specifically, Inc. for purposes of this Agreement and no any taxable benefits or payments shall be due to the Executive provided under this Agreement or are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to Section 409A of the Code, to the maximum extent possible. If neither of these exceptions applies, then notwithstanding any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything provision in this Agreement to the contrary: i. All amounts that would otherwise be paid or provided during the first six months following the date of termination shall instead be accumulated through and paid or provided (together with interest on any delayed payment at the applicable federal rate under the Internal Revenue Code), if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall first business day following the six-month anniversary of your termination of employment. ii. Any expense eligible for reimbursement must be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time incurred, or on a fixed schedule relative any entitlement to a permissible payment eventbenefit must be used, during the Term (or the applicable expense reimbursement or benefit continuation period provided in this Agreement). Specifically, the amounts reimbursed under Sections 4(b)(v) or as part The amount of the Welfare Benefit Continuation reimbursable expense or benefit to which you are entitled during the Executive’s taxable a calendar year may will not affect the amounts reimbursed amount to be provided in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan)calendar year, and your right to receive the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement benefit is not subject to liquidation or exchange for another benefit. Notwithstanding anything to Provided the contrary requisite documentation is submitted, the Company will reimburse the eligible expenses on or before the last day of the calendar year following the calendar year in which the expense was incurred. b) For purposes of this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his “termination of employment employment” or words or phrases to that effect shall mean a “separation from service” within the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under meaning of Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rate.409A.

Section 409A Compliance. Notwithstanding anything contained herein (i) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the contrarymaximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. In no event whatsoever shall Acadia or any of the Subsidiaries be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) A termination of employment shall not be considered deemed to have terminated employment with Hercules Offshore, Inc. occurred for purposes of any provision of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for the payment of any amounts on or benefits upon or following a termination of employment, employment unless the Executive would be considered to have incurred such termination is also a “separation from service” from Hercules Offshore, Inc. within the meaning of Code Section 409A. Notwithstanding anything in this Agreement to the contrary409A and, if the Board determines, upon advice for purposes of counsel, that any such provision of this Agreement does notAgreement, in whole references to a “termination,” “termination of employment,” “termination of the Employment Period” or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board like terms shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax mean “separation from service.” (iii) All expenses or additional penalties are imposed on the Executive pursuant to Section 409A. All other reimbursements pursuant to under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before prior to the last day of the Executive’s taxable year following the taxable year in which such expenses were incurred by Executive (provided that if any such reimbursements constitute taxable income to Executive, such reimbursements shall be paid no later than March 15th of the expense was calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (iv) For purposes of Code Section 409A, Executive’s right to reimbursement is not subject receive any installment payment pursuant to liquidation or exchange for another benefit. this Agreement shall be treated as a right to receive a series of separate and distinct payments. (v) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within fifteen (15) days following the Termination Date”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (vi) Notwithstanding anything any other payment schedule provided herein to the contrary contrary, if Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall be made on the date which is the earlier of (a) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive and (b) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence (whether they otherwise would have been payable in this Agreement, no compensation a single sum or benefits, including without limitation any severance payments or benefits, in installments in the absence of such delay) shall be paid to Executive during in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the six (6)-month period following his termination normal payment dates specified for them herein. In addition, if Executive is a “specified employee,” to the extent that welfare benefits to be provided to Executive pursuant to this Agreement are not “disability pay,” “death benefit” plans or non-taxable medical benefits within the meaning of employment Treasury Regulation Section 1.409A-1(a)(5) or other benefits not considered nonqualified deferred compensation within the meaning of that regulation, such provision of benefits shall be delayed until the end of the Delay Period. Notwithstanding the foregoing, to the extent that the Company determines previous sentence applies to the provision of any ongoing health or welfare benefits that paying such amounts at would not be required to be delayed if the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) premiums were paid by Executive, Executive shall pay the full cost of the Code. If premiums for such benefits during the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, Delay Period and the Company shall pay Executive a lump-sum an amount equal to the cumulative amount that would have otherwise been payable to of such premiums paid by Executive during such six-month period, plus interest at the then-applicable prime rateDelay Period within ten (10) days after the end of the Delay Period.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. The parties intend for purposes of this Agreement either to satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and no payments this Agreement shall be due to the Executive under construed and interpreted accordingly. If this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time either fails to time providing for payment of amounts on termination of employment, unless satisfy the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning requirements of Section 409A. 409A or is not exempt from the application of Section 409A, then the parties hereby agree to amend or to clarify this Agreement in a timely manner so that this Agreement either satisfies the requirements of Section 409A or is exempt from the application of Section 409A. (a) Notwithstanding anything any provision in this Agreement to the contrary, if the Board determinesExecutive is a “specified employee” (as defined in Section 409A), upon advice of counselany Severance Payment, that any provision of severance benefits or other amounts payable under this Agreement does notthat would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) of the Code (together, in whole “Specified Employee Payments”) shall not be paid before the expiration of a period of six (6) months following the date of Executive’s termination of employment (or in partbefore the date of Executive’s death, satisfy if earlier). The Specified Employee Payments to which Executive would otherwise have been entitled during the six-month period following the date of Executive’s termination of employment shall be accumulated and paid as soon as administratively practicable following the first date of the seventh month following the date of Executive’s termination of employment. (b) To ensure satisfaction of the requirements of Section 409A409A(b)(3) of the Code, assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of amounts payable under this Agreement. (c) Notwithstanding anything herein to the contrary, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax reimbursement of expenses or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements in-kind benefits provided pursuant to this Agreement shall be made subject to the following conditions: (i) the expenses eligible for reimbursement or in-kind benefits in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement or in-kind benefits in any other taxable year year; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), ii) the reimbursement of an eligible expense expenses or in-kind benefits shall be made on or before promptly, subject to the last day Company’s applicable policies, but in no event later than the end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (iii) the right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Employer hereby informs Executive that the federal, state, local, and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of this Agreement are complex and subject to change. Notwithstanding anything Executive acknowledges and understands that Executive should consult with his or her own personal tax or financial advisor in connection with this Agreement and its tax consequences. Executive understands and agrees that Employer has no obligation and no responsibility to the contrary provide Executive with any tax or other legal advice in connection with this AgreementAgreement and its tax consequences. Executive agrees that Executive shall bear sole and exclusive responsibility for any and all adverse federal, no compensation or benefitsstate, local, and/or foreign tax consequences (including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination and all tax liability under Section 409A) of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateExecutive.

Section 409A Compliance. Notwithstanding anything contained herein This Agreement is intended not to result in the contraryimposition of any tax, interest charge or other assessment, penalty or addition under Section 409A of the Executive shall not be considered Code. In addition to have terminated employment with Hercules Offshoreany specific references to Section 409A of the Code in this Agreement, Inc. for purposes all terms and conditions of this Agreement are intended, and no payments shall be due interpreted and applied to the Executive under this Agreement or any policy or plan of Hercules Offshoregreatest extent possible in such manner as may be necessary, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless comply with the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning provisions of Section 409A. Notwithstanding anything in this Agreement to 409A of the contraryCode and any rules, if regulations or other regulatory guidance issued under Section 409A of the Board determines, upon advice of counsel, that Code. If any provision modification of this Agreement does not, in whole or in part, satisfy is necessary to comply with the requirements provisions of Section 409A409A of the Code, and the Boardmaking of such modification itself does not fail to comply with any requirement of Section 409A of the Code, in its sole discretion, may unilaterally then the Company and the Employee agree to modify this Agreement in the least restrictive manner necessary to accomplish such manner as it deems appropriate result without causing any diminution in the value of the payments to comply with Section 409A; providedthe Employee. With respect to any reimbursement of expenses of, that in making or any such modificationsprovision of in-kind benefits to, the Board Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall seek to minimize any adverse economic consequences be subject to the Executive, and following conditions: (1) the Company shall have no liability to expenses eligible for reimbursement or the Executive amount of in-kind benefits provided in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), 2) the reimbursement of an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (3) the right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the contrary in Employee under this Agreement, no compensation or benefits, including without limitation . The Company shall not be liable to Employee for any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in payment made under this Agreement would that is determined to result in a prohibited distribution an additional tax, penalty, or interest under Section 409A(a)(2)(b)(i) 409A of the Code. If the , nor for reporting in good faith any payment of any such amounts is delayed made under this Agreement as a result an amount includible in gross income under Section 409A of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateCode.

Section 409A Compliance. (i) Notwithstanding anything contained herein to the contrary, the Executive intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”) and, accordingly, to the maximum extent permitted this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. The Bank shall not be considered liable for any additional tax, interest or penalty that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A. (ii) Termination of Employee’s employment shall not be deemed to have terminated employment with Hercules Offshore, Inc. occurred for purposes of any provision of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for the payment of any amounts on or benefits upon or following a termination of employment, employment unless the Executive would be considered to have incurred such termination is also a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary409A and, if the Board determines, upon advice for purposes of counsel, that any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iii) All expenses or other reimbursements under this Agreement does not, in whole or in part, satisfy the requirements of that would constitute nonqualified deferred compensation subject to Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement (A) shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made paid on or before prior to the last day of the Executive’s taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and the (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect Employee’s right to reimbursement is of any other expenses eligible for reimbursement in any other taxable year, and (C) Employee’s right to reimbursement shall not be subject to liquidation or in exchange for another any other benefit. . (iv) For purposes of Section 409A, Employee’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (v) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) calendar days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Bank in order to comply with Section 409A. (vi) Notwithstanding anything to the contrary in any other provision under this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment solely to the extent that a delay in payment is required in order to avoid the Company determines that paying such amounts at the time or times indicated in imposition of any tax under Section 409A, if a payment obligation under this Agreement would result arises on account of Employee’s “separation from service” (within the meaning of Section 409A) in a prohibited distribution under Section 409A(a)(2)(b)(i) of good faith by the Code. If the Bank’s Board, then payment of any amount or benefit provided under this Agreement that is considered to be non-qualified deferred compensation for purposes of Section 409A and that is scheduled to be paid within six (6) months after such amounts is delayed as a result of the previous sentence, then separation from service shall be paid without interest on the first business day after the date that is six (6) months following the end Employee’s separation from service. (vii) Notwithstanding any other provision of such six-month period, the Company shall pay Executive a lump-sum amount equal this Agreement to the cumulative contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” subject to Section 409A be subject to offset, counterclaim or recoupment by any other amount that would have otherwise been payable to Executive during such six-month periodEmployee unless otherwise permitted by Section 409A. (viii) Employee hereby acknowledges that he has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to Employee of all payments pursuant to this Agreement, plus interest at including any adverse tax consequences or penalty taxes under Section 409A and corresponding provisions of applicable state tax law. Employee hereby acknowledges and agrees that no representations have been made to Employee relating to the then-tax treatment of any payment pursuant to this Agreement under Section 409A and the corresponding provisions of any applicable prime ratestate income tax laws.

Section 409A Compliance. Notwithstanding anything contained herein 15.1 This Agreement is intended to comply with, or otherwise be exempt from, section 409A of the contraryCode. 15.2 The Company shall undertake to administer, the Executive shall not be considered to have terminated employment with Hercules Offshoreinterpret, Inc. for purposes of and construe this Agreement and no payments shall be due to in a manner that does not result in the imposition on Executive of any additional tax, penalty, or interest under this Agreement or any policy or plan section 409A of Hercules Offshore, Inc. as the Code. 15.3 If the Company determines in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, good faith that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate would cause Executive to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event incur an additional tax, earlier penalty, or interest under section 409A of the Code, the Company and Executive shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of section 409A of the Code. 15.4 The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement, at the direction or with the consent of Executive, that is determined to result in an additional penalties are imposed on tax, penalty, or interest under section 409A of the Executive pursuant Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under section 409A of the Code. 15.5 For purposes of section 409A of the Code, the right to Section 409A. All reimbursements pursuant to a series of installment payments under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at treated as a specified time or on a fixed schedule relative right to a permissible payment event. Specificallyseries of separate payments. 15.6 With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the amounts reimbursed under Sections 4(b)(vfollowing conditions: (i) the expenses eligible for reimbursement or as part the amount of the Welfare Benefit Continuation during the Executive’s in-kind benefits provided in one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in section 105(b) of the Code; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), ii) the reimbursement of an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (iii) the right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything . 15.7 If a payment obligation under this Agreement arises on account of Executive’s “separation from service” while Executive is a “specified Executive” (as each such term is defined under section 409A of the Code and determined in good faith by the Company), any payment of “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the contrary exemptions in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, Treasury Regulation sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue with interest and shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following within 15 days after the end of such the six-month periodperiod beginning on the date of such separation from service or, if earlier, within 15 days after the Company appointment of the personal representative or executor of Executive’s estate following his death. For purposes of the preceding sentence, interest shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest accrue at the then-applicable prime raterate of interest published in the northeast edition of The Wall Street Journal on the date of Executive’s separation from service.

Section 409A Compliance. Notwithstanding anything contained herein (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the contrarymaximum extent permitted, the this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) Termination of employment shall not be considered deemed to have terminated employment with Hercules Offshore, Inc. occurred for purposes of any provision of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for the payment of any amounts on or benefits upon or following a termination of employment, employment unless the Executive would be considered to have incurred such termination is also a “separation from service” from Hercules Offshore, Inc. within the meaning of Code Section 409A. Notwithstanding anything in this Agreement to the contrary409A and, if the Board determines, upon advice for purposes of counsel, that any such provision of this Agreement does notAgreement, in whole references to a “termination”, “termination of employment” or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board like terms shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax mean “separation from service.” All expenses or additional penalties are imposed on the Executive pursuant to Section 409A. All other reimbursements pursuant to under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before prior to the last day of the Executive’s taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive (provided that if any such reimbursements constitute taxable income to Executive, and the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to Executive during be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the six expenses eligible for reimbursement in any other taxable year. (6)-month c) For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (d) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following his termination the date of employment termination”), the actual date of payment within the specified period shall be within the sole discretion of Company. Notwithstanding any other provision of this Agreement to the extent that the Company determines that paying such amounts at the time or times indicated contrary, in no event shall any payment under this Agreement would result that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise.” 5. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in a prohibited distribution under Section 409A(a)(2)(b)(i) the Original Agreement. 6. This First Amendment shall be effective as of the Codedate first written above. If the payment of any such amounts is delayed as a result The parties hereby mutually agree that all other terms and conditions of the previous sentence, then on Original Agreement remain the first day following same. Should there be any conflict between the end terms of such six-month periodthe Original Agreement and this First Amendment, the Company terms and conditions of this First Amendment shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime ratecontrol.

Section 409A Compliance. Notwithstanding anything contained herein The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), and, accordingly, to the contrarymaximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. In no event whatsoever shall the Company or any of its respective Affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Code Section 409A or for any damages resulting from failing to comply with Code Section 409A. (i) A termination of employment shall not be considered deemed to have terminated employment with Hercules Offshore, Inc. occurred for purposes of any provision of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for the payment of any amounts on or benefits upon or following a termination of employment, unless the Executive would be considered to have incurred such termination is also a “separation from service” from Hercules Offshore, Inc. within the meaning of Code Section 409A. Notwithstanding anything in this Agreement to the contrary409A, if the Board determinesand, upon advice for purposes of counsel, that any such provision of this Agreement does notAgreement, in whole references to a “termination,” “termination of employment,” “termination of the Employment Period” or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board like terms shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax mean “separation from service.” (ii) All expenses or additional penalties are imposed on the Executive pursuant to Section 409A. All other reimbursements pursuant to under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before prior to the last day of the Executive’s taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive (provided, and the right that, if any such reimbursements constitute taxable income to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this AgreementExecutive, no compensation or benefits, including without limitation any severance payments or benefits, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to Executive during be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the six expenses eligible for reimbursement in any other taxable year. (6)-month period following his termination iii) For purposes of employment Code Section 409A, Executive’s right to the extent that the Company determines that paying such amounts at the time or times indicated in receive any installment payments pursuant to this Agreement would result in shall be treated as a prohibited distribution right to receive a series of separate and distinct payments. (iv) Whenever a payment under Section 409A(a)(2)(b)(ithis Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateCompany.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. The parties intend for purposes of this Agreement either to satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and no payments this Agreement shall be due to the Executive under construed and interpreted accordingly. If this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time either fails to time providing for payment of amounts on termination of employment, unless satisfy the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning requirements of Section 409A. 409A or is not exempt from the application of Section 409A, then the parties hereby agree to amend or to clarify this Agreement in a timely manner so that this Agreement either satisfies the requirements of Section 409A or is exempt from the application of Section 409A. (a) Notwithstanding anything any provision in this Agreement to the contrary, if the Board determinesExecutive is a “specified employee” (as defined in Section 409A), upon advice of counselany Severance Payment, that any provision of severance benefits or other amounts payable under this Agreement does notthat would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) of the Code (together, in whole “Specified Employee Payments”) shall not be paid before the expiration of a period of six (6) months following the date of Executive’s termination of employment (or in partbefore the date of Executive’s death, satisfy if earlier). The Specified Employee Payments to which Executive would otherwise have been entitled during the six-month period following the date of Executive’s termination of employment shall be accumulated and paid as soon as administratively practicable following the first date of the seventh month following the date of Executive’s termination of employment. (b) To ensure satisfaction of the requirements of Section 409A409A(b)(3) of the Code, assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of amounts payable under this Agreement. (c) Notwithstanding anything herein to the contrary, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax reimbursement of expenses or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements in-kind benefits provided pursuant to this Agreement shall be made subject to the following conditions: (i) the expenses eligible for reimbursement or in-kind benefits in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement or in-kind benefits in any other taxable year year; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), ii) the reimbursement of an eligible expense expenses or in-kind benefits shall be made on or before promptly, subject to Company’s applicable policies, but in no event later than the last day end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (iii) the right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Employer hereby informs Executive that the federal, state, local, and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of this Agreement are complex and subject to change. Notwithstanding anything Executive acknowledges and understands that Executive should consult with his or her own personal tax or financial advisor in connection with this Agreement and its tax consequences. Executive understands and agrees that Employer has no obligation and no responsibility to the contrary provide Executive with any tax or other legal advice in connection with this AgreementAgreement and its tax consequences. Executive agrees that Executive shall bear sole and exclusive responsibility for any and all adverse federal, no compensation or benefitsstate, local, and/or foreign tax consequences (including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination and all tax liability under Section 409A) of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateExecutive.

Section 409A Compliance. Notwithstanding anything contained herein to The parties intend that all provisions of this Agreement shall either be exempt from or comply with the contraryrequirements of Section 409A of the Internal Revenue Code of 1986, as amended (the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for “Code”). For purposes of this Agreement Agreement, “termination,” “termination date” and no payments shall be due to “terminate” when used in the Executive under this Agreement or any policy or plan context of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred employment shall mean a “separation from service” with the Company and its affiliates (i.e., generally an entity 50% or more of which is owned or controlled by the Company), as such term is defined in Treasury Regulation Section 1.409A-1(h) (provided, that the reasonably anticipated reduced level of bona fide services, if any, to be performed by Executive after such separation from Hercules Offshoreservice shall be less than 50 percent of the average level of bona fide services provided to the Company and its affiliates by Executive in the immediately preceding 36 month period). Nothing in this Agreement shall be interpreted to permit accelerated payment or further deferral of nonqualified deferred compensation, Inc. within as defined in Section 409A, or any other payment or further deferral in violation of the meaning requirements of Section 409A. Notwithstanding anything Executive does not have any right to make any election regarding the time or form of payment due under this Agreement. Expenses and reimbursement of expenses will be paid by the Company and/or the Bank consistent with their generally applicable policies, and in this Agreement any event no later than the end of the calendar year following the calendar year in which the expenses are incurred. With respect to reimbursements that constitute taxable income to Executive, no such reimbursements or expenses eligible for reimbursement in any calendar year shall in any way affect the contrary, if the Board determines, upon advice of counsel, that expenses eligible for reimbursement in any other calendar year and Executive’s right to reimbursement shall not be subject to liquidation in exchange for any other benefit. No provision of this Agreement does not, shall be operative to the extent that it will result in whole the imposition of the additional tax described in Code Section 409A(a)(1)(B)(i)(II) and the parties agree to revise the Agreement as necessary to comply with Section 409A or in part, satisfy an exemption therefrom and fulfill the purpose of the voided provision. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A409A from Executive or any other individual to the Company or any of its respective affiliates, employees or agents. Except for the Board, in its sole discretion, may unilaterally modify obligation of the Company and/or the Bank under Section 9 of this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek reimburse Executive for certain tax payments he may be required to minimize any adverse economic consequences to the Executive, and make resulting from his receipt of certain change of control payments from the Company shall have no liability and/or the Bank, all taxes associated with payments made to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefitsliability imposed under Section 409A, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateborne by Executive.

Section 409A Compliance. Notwithstanding anything contained herein Solely to the contraryextent necessary to comply with Section 409A of the Code, any amounts payable to you pursuant this Agreement during the Executive period beginning on your Date of Termination and ending on the six-month anniversary of such date shall be delayed and not paid to you until the first business day following such sixth-month anniversary date, at which time such delayed amounts will be considered paid to have terminated employment with Hercules Offshore, Inc. for purposes you in a cash lump sum (the “ Catch-up Amount ”). If payment of an amount is delayed as a result of this Agreement and no payments Section 10, such amount shall be due increased with interest from the date on which such amount would otherwise have been paid to you but for this Section 10 to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement day prior to the contrarydate the Catch-up Amount is paid. The rate of interest shall be the applicable short-term federal rate applicable under Section 7872(f)(2)(A) of the Code for the month in which occurs your Date of Termination. Such interest shall be paid at the same time that the Catch-up Amount is paid. If you die on or after your Date of Termination and prior to the sixth-month anniversary of such date, if any amount delayed pursuant to this Section 10 shall be paid to your estate or beneficiary, as applicable, together with interest, within 30 days following the Board determines, upon advice date of counsel, that your death. The provisions of this Section 10 shall apply notwithstanding any provision of this Agreement does not, related to the timing of payments following your Date of Termination. To the extent a payment under this Agreement is not made with in whole the short-term deferral period or in part, satisfy the requirements another permitted exemption or exception from application of Code Section 409A, the Board, in its sole discretion, may unilaterally modify payments under this Agreement in such manner as it deems appropriate are intended to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executivecomply, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made interpreted as necessary to comply, with Code Section 409A and the regulations promulgated thereunder. Any provision of this Agreement that cannot be so interpreted or applied consistent with Code Section 409A is deemed amended to comply with Code Section 409A or, if such amendment is not possible, is void. In the event you become entitled to indemnification for any Losses or other expenses, costs, fees or in-kind benefits under Section 3 of this Agreement and such Losses, expenses, costs, fees or in-kind benefits are not exempt from Code Section 409A pursuant to Treasury Regulation § (b)(9)(v) because such Losses, expenses, costs, fees or in-kind benefits were not incurred or provided by the last day of the second taxable year following your Involuntary Termination, then the Company will satisfy any such right to indemnification by reimbursement or providing in-kind benefits in accordance with Treasury Regulation §§ 1.409A-3(i)(1)(iv) such that the reimbursements will as follows: (i) Reimbursement or in-kind benefits may be deemed payable at a specified time paid or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation provided during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year period of your lifetime; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement ii) Reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s your taxable year following the taxable year in which the expense was expenses were incurred; (iii) The amount of expenses eligible for reimbursement, and or in-kind benefits provided, during a taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iv) The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in For purposes of Section 10 of this Agreement, no compensation the term “in-kind benefits” refers to services provided to you or benefitson your behalf by the Company, including without limitation any severance payments such as legal or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateaccounting services.”

Section 409A Compliance. Notwithstanding anything contained herein (a) This agreement is intended to comply with, or otherwise be exempt from, Code section 409A. (b) We shall undertake to administer, interpret, and construe this agreement in a manner that does not result in the imposition on you of any additional tax, penalty, or interest under Code section 409A. (c) If the Company determines in good faith that any provision of this agreement would cause you to incur an additional tax, penalty, or interest under Code section 409A, the Company and you shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the contrarymaximum extent practicable the original intent of the applicable provision without violating the provisions of Code section 409A or causing the imposition of such additional tax, penalty, or interest under Code section 409A. (d) The preceding provisions, however, will not be construed as a guarantee by the Executive Company of any particular tax effect to you under this agreement. We shall not be considered liable to have terminated employment with Hercules Offshoreyou for any payment or benefit paid under this agreement that is determined to result in an additional tax, Inc. penalty, or interest under Code section 409A, nor for reporting in good faith any payment or benefit made under this agreement as an amount includible in gross income under Code section 409A. (e) “Termination of employment,” or words of similar import, as used in this agreement means, for purposes of this Agreement and no any payments shall be due to the Executive under this Agreement or any policy or plan agreement that are payments of Hercules Offshoredeferred compensation subject to Code section 409A, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a your “separation from service” as defined in Code section 409A. (f) If a payment obligation under this agreement arises on account of your separation from Hercules Offshoreservice while you are a “specified employee” (as defined under Code section 409A and determined in good faith by the Board), Inc. within the meaning any payment of Section 409A. Notwithstanding anything in this Agreement “deferred compensation” (as defined under Treasury regulation section 1.409A-1(b)(1), after giving effect to the contraryexemptions in Treasury regulation sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service (the “Delayed Payment”) shall, in lieu thereof, be paid, as adjusted for earnings or losses thereon, within 15 days after the end of the six-month period beginning on the date of such separation from service or, if earlier, within 15 days after the Board determines, upon advice appointment of counsel, the personal representative or executor of your estate following your death. In the event that any provision the provisions of this Agreement does notsection 6(f) shall apply to any payment obligation under this agreement, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability make an irrevocable contribution of an amount equal to the Executive Delayed Payment to a grantor trust established consistent with the terms of Revenue Procedure 92-64, 33 I.R.B. 11 (8/17/92) (the “Rabbi Trust”) with a financial institution approved by you, which approval will not be withheld unreasonably, serving as the third-party trustee thereof, under the terms of which the assets of the trust may be used, in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part absence of the Welfare Benefit Continuation during Company’s insolvency, solely for purposes of fulfilling the ExecutiveCompany’s taxable year may not affect obligation to pay the amounts reimbursed Delayed Payment to you in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under compliance with Section 409A(a)(2)(b)(i409A(a)(2)(B)(i) of the Code. If , to the payment of any such amounts is delayed as a result extent permitted under Code section 409A. The Company’s obligation to make the contribution to the Rabbi Trust under the immediately preceding sentence shall arise on the date of the previous sentence, then relevant separation from service and such contribution shall be made by no later than the tenth business day (excluding federal holidays) after such date. You shall be permitted to direct the trustee how to invest the trust assets held on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateyour behalf.

Section 409A Compliance. This Agreement and the payments contemplated hereunder are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), including any regulations and guidance issued thereunder (“Section 409A”), or, if not so exempt, to comply with Section 409A to the extent Section 409A is applicable to this Agreement or any payments contemplated hereunder. Notwithstanding anything contained herein any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered by ANLBC in a manner consistent with such intention and to avoid the Executive pre-distribution inclusion in income of amounts deferred under this Agreement and the imposition of any additional tax or interest with respect thereto. Each payment to be made under this Agreement shall not be considered to have terminated employment with Hercules Offshore, Inc. a separate payment and not one of a series of payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended. Notwithstanding any other provision of this Agreement and no payments shall be due to the Executive contrary, to the extent that any payment under this Agreement or any policy or plan of Hercules Offshoreconstitutes “nonqualified deferred compensation” under Section 409A, Inc. as in effect from time the following shall apply to time providing for the extent Section 409A is applicable to such payment: i. Any payment of amounts on that is triggered upon the Executive’s termination of employment, unless the Executive would employment shall be considered to have incurred paid only if such termination of employment constitutes a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of under Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. ; ii. All reimbursements pursuant to expenses eligible for reimbursement under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time provided by ANLBC or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation incurred by Executive during the Executive’s taxable year may not affect the amounts reimbursed time periods set forth in any other taxable year (except that total this Agreement. All reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and . The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement is not subject to liquidation or exchange for another benefit. ▇▇▇. Notwithstanding anything ▇▇ the event that Executive is deemed on the date of termination to be a “specified employee” as defined in Section 409A, then with regard to any payment or the contrary provision of any benefit that is subject to Section 409A and is payable on account of a separation from service (as defined in this AgreementSection 409A), no compensation such payment or benefitsbenefit shall be delayed for until the earlier of (a) the first business day of the seventh calendar month following such termination of employment, including without limitation any severance or (b) Executive’s death. Any payments or benefits, delayed by reason of the prior sentence shall be paid to Executive during in a single lump sum, without interest thereon, on the six (6)-month period following his termination of employment to date indicated by the extent that the Company determines that paying such amounts at the time or times indicated in previous sentence and any remaining payments due under this Agreement would result in a prohibited distribution shall be paid as otherwise provided herein. iv. Notwithstanding the foregoing, ANLBC makes no representations that payments, awards and benefits described herein shall be exempt from or comply with Section 409A and if this Agreement or the payments, awards or benefits described herein fail to meet the requirements of Section 409A, neither ANLBC nor any of its affiliates, including its parent company, shall have any liability for any tax, penalty or interest imposed on Executive under Section 409A(a)(2)(b)(i) 409A, and Executive shall have no recourse against ANLBC or any of the Code. If the its affiliates, including its parent company, for payment of any such amounts is delayed as a result of the previous sentencetax, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus penalty or interest at the then-applicable prime rate.imposed by Section 409A.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive The following provisions shall not be considered to have terminated employment with Hercules Offshore, Inc. apply for purposes of complying with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunder (“Section 409A”): 10.9.1 This Agreement is intended to comply with the requirements of Section 409A or an applicable exemption. Accordingly, all provisions of this Agreement and no payments shall be due construed and interpreted to comply with Section 409A. In furtherance of that intent, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the Executive earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. 10.9.2 All reimbursements and in-kind benefits provided under this Agreement shall be made or any policy or plan of Hercules Offshore, Inc. as provided in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy accordance with the requirements of Section 409A, including, where applicable, the Boardrequirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), in its sole discretion(ii) the amount of expenses eligible for reimbursement, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; or in-kind benefits provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at during a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable single calendar year may not affect the amounts reimbursed expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year calendar year, (except that total reimbursements may be limited by a lifetime maximum under a group health plan), iii) the reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s taxable calendar year following the taxable year in which the expense was is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance . 10.9.3 No payments or benefits, shall benefits to be paid made to Executive during the six (6)-month period following his Employee under this Agreement upon a termination of employment and that are subject to Section 409A shall be made unless such termination of employment constitutes a “separation from service” as defined in Section 409A. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent that the Company determines that paying such amounts at the time or times indicated in possible. For purposes of Section 409A, each installment payment provided under this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed shall be treated as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateseparate payment.

Section 409A Compliance. Notwithstanding anything contained herein It is intended that the Agreement and this Amendment will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the contraryextent the Agreement is subject thereto, and the Executive shall not Agreement will be considered to have terminated employment interpreted on a basis consistent with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due such intent. If any additional amendments to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing are necessary for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek parties will negotiate in good faith to minimize any adverse economic consequences amend the Agreement in a manner that preserves the original intent of the parties to the Executiveextent reasonably possible. No action or failure to act, pursuant to this Section 5, will subject the Company to any claim, liability, or expense, and the Company shall will not have no liability any obligation to indemnify or otherwise protect the Executive in Employee from the event an additional tax, earlier tax or additional penalties are imposed on the Executive obligation to pay any taxes pursuant to Section 409A. All reimbursements pursuant 409A of the Code. For all purposes under this Agreement, reference to this Agreement shall be made in accordance the Employee’s “Termination of Employment” (and corollary terms) with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements Company will be deemed payable at a specified time or on a fixed schedule relative construed to refer to a permissible payment event“Separation from Service” (as determined under Treas. SpecificallyReg. Section 1.409A-1(h), as uniformly applied by the amounts reimbursed under Sections 4(b)(vCompany) with the Company. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as part permitted by Section 409A of the Welfare Benefit Continuation Code: (i) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during the Executive’s any taxable year may will not affect the amounts reimbursed expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year year, provided that the foregoing clause; (except that total reimbursements may ii) will not be limited violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a lifetime maximum under a group health plan), limit related to the reimbursement of an eligible expense shall period the arrangement is in effect; and (iii) such payments will be made on or before the last day of the ExecutiveEmployee’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rate.

Section 409A Compliance. Notwithstanding anything contained herein (i) This Agreement is intended to comply with, or otherwise be exempt from, Code Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition to the contraryExecutive of additional taxes or interest under Code Section 409A. (ii) The preceding provision, the Executive however, shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes construed as a guarantee by the Company of this Agreement and no payments shall be due any particular tax effect to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Agreement. The Company shall have no liability not be liable to the Executive for any payment made under this Agreement that is determined to result in the event an additional tax, earlier tax penalty, or additional penalties are imposed on interest under Code Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Code Section 409A. Nothing herein shall require the Company to provide the Executive pursuant with any gross-up for any tax, interest or penalty incurred by the Executive under Code Section 409A. (iii) Any payment required to Section 409A. All reimbursements pursuant to be made under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that by the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part later of the Welfare Benefit Continuation during Company’s next regular U.S. payroll date or the first business day of the second calendar year following the termination of the Executive’s employment, shall be deemed timely made if it is made within the time period permitted under Treasury Regulation Section 1.409A-3(d). (iv) With respect to any reimbursement of expenses (including taxes) of the Executive or the provision of in-kind benefits, as specified under this Agreement, such reimbursement of expenses and provision of in-kind benefits shall be subject to the following conditions: (A) the expenses eligible for reimbursement, or in-kind benefits to be provided, in one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year year; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), B) the reimbursement of an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (C) the right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit. . (v) Notwithstanding anything to the contrary herein, to the extent necessary to comply with Code Section 409A, the Executive’s employment shall be considered to have terminated only if the executive has experienced a “separation from service,” as defined in this AgreementCode Section 409A and the regulations thereunder. Further, no compensation or benefitspayment condition on the Executive’s termination of employment shall be made unless and until such a “separation from service” has occurred. (vi) If a payment obligation under this Agreement arises on account of the Executive’s separation from service while the Executive is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee of the Company), including any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall be accumulated without limitation any severance payments or benefits, interest and shall be paid to Executive during the six within fifteen (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i15) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following days after the end of such the six-month periodperiod beginning on the date of such separation from service or, if earlier, within fifteen (15) days after the Company appointment of the personal representative or executor of the Executive’s estate following his death. (vii) Each payment made under this Agreement shall pay Executive be treated as a lump-sum amount equal separate and distinct payment and the full right to the cumulative amount that would have otherwise been payable a series of installment payments under this Agreement shall be treated as a right to Executive during such six-month period, plus interest at the then-applicable prime ratea series of separate and distinct payments.

Section 409A Compliance. Notwithstanding anything contained herein (i) The intent of the parties is that, if, and to the contraryextent, the Executive shall not be considered is subject to have terminated employment with Hercules Offshoretaxation under the United States Internal Revenue Code of 1986, Inc. for purposes as amended (the “Code”) and Section 409A of this Agreement the Code and no the regulations and guidance promulgated thereunder (collectively, “Section 409A”), payments shall be due to the Executive and benefits under this Agreement are exempt from or any policy or plan of Hercules Offshorecomply with Section 409A and, Inc. as in effect from time accordingly, to time providing for payment of amounts on termination of employmentthe maximum extent permitted, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement will be interpreted to be in compliance therewith. To the contrary, if the Board determines, upon advice of counsel, extent that any provision of this Agreement does not, hereof is modified in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate order to comply with Section 409A; provided, that such modification will be made in making any such modificationsgood faith and will, the Board shall seek to minimize any adverse economic consequences to the Executivemaximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company shall have no liability of the applicable provision without violating the provisions of Section 409A. (ii) If the Executive is subject to taxation under the Code and Section 409A, to the Executive in the event an additional tax, earlier tax extent that reimbursements or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to other in-kind benefits under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(ivconstitute “nonqualified deferred compensation” for purposes of Section 409A, (A) such that the all expenses or other reimbursements hereunder will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before prior to the last day of the Executive’s taxable year following the taxable year in which such expenses were incurred by the expense was incurredExecutive, and the (B) any right to reimbursement is or in-kind benefits will not be subject to liquidation or exchange for another benefit. , and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iii) A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit that constitutes deferred compensation upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms will mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, no if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefits, including without limitation any severance payments benefit will not be made or benefits, shall be paid to Executive during provided until the date which is the earlier of (i) the expiration of the six (6)-month period following his termination measured from the date of employment such “separation from service” of the Executive, and (ii) the date of the Executive’s death, to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution required under Section 409A(a)(2)(b)(i) 409A. Upon the expiration of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month foregoing delay period, the Company shall pay Executive a lump-sum amount equal all payments and benefits delayed pursuant to the cumulative amount that this Section 13(b)(iii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to the Executive during such six-month periodin a lump sum, plus interest at and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the then-applicable prime ratenormal payment dates specified for them herein. (iv) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period will be within the sole discretion of the Company. (v) Notwithstanding any other provision of this Agreement to the contrary, in no event will any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

Section 409A Compliance. Notwithstanding anything contained herein (a) This agreement is intended to comply with, or otherwise be exempt from, Code Section 409A. (b) We shall undertake to administer, interpret, and construe this agreement in a manner that does not result in the contraryimposition on you of any additional tax, penalty, or interest under Code Section 409A. (c) If the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as Company determines in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, good faith that any provision of this Agreement does notagreement would cause you to incur an additional tax, in whole penalty, or in part, satisfy the requirements of interest under Code Section 409A, the BoardCompany and you shall use reasonable efforts to reform such provision, if possible, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate a mutually agreeable fashion to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences maintain to the Executivemaximum extent practicable the original intent of the applicable provision without violating the provisions of Code Section 409A or causing the imposition of such additional tax, and penalty, or interest under Code Section 409A. (d) The preceding provisions, however, will not be construed as a guarantee by the Company of any particular tax effect to you under this agreement. We shall have no liability not be liable to the Executive you for any payment or benefit paid under this agreement that is determined to result in the event an additional tax, earlier tax penalty, or additional penalties are imposed on interest under Code Section 409A, nor for reporting in good faith any payment or benefit made under this agreement as an amount includible in gross income under Code Section 409A. (e) Any reimbursement of expenses of or any provision of in-kind benefits to you, as specified under this agreement, is subject to the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s one taxable year may do not affect the amounts reimbursed expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (year, except that total reimbursements may be limited by a lifetime maximum under a group health plan), for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Code Section 105(b); (ii) we shall reimburse an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which you incurred the expense was incurred, expense; and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything . (f) “Termination of employment,” “resignation,” or words of similar import, as used in this agreement means your “separation from service” (as defined under Code Section 409A) for purposes of any payment or benefit under this agreement that is a payment of deferred compensation subject to Code Section 409A. (g) If a payment obligation under this agreement arises on account your separation from service while you are a “specified employee” (as defined under Code Section 409A and determined in good faith by the Board), any payment of “deferred compensation” (as defined under Treasury regulation Section 1.409A-1(b)(1), after giving effect to the contrary exemptions in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall Treasury regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following within 6 months after your separation from service will accrue without interest and will be paid within 15 days after the end of such sixthe 6-month periodperiod beginning on the date of your separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of your estate following your death. (h) Whenever a payment under this agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the Termination Date”), the Company actual date of payment within the specified period shall pay Executive be within the sole discretion of the Company. If under this agreement, an amount is paid in two or more installments, each installment shall be treated as a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateseparate payment.

Section 409A Compliance. Notwithstanding anything contained herein A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the contrary, the Executive shall Code (“Section 409A”). If any payment or benefit cannot be considered provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full no later than two and one-half (2 1/2) months after the end of the later of the fiscal year or the calendar year in which the payment or reimbursement is no longer subject to have terminated employment with Hercules Offshore, Inc. for a substantial risk of forfeiture. For purposes of this Agreement and no Section 409A, (i) all payments shall to be due to the Executive made upon a termination of employment under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would may only be considered to have incurred made upon a “separation from service” from Hercules Offshore, Inc. within the meaning of such term under Section 409A. Notwithstanding anything in 409A, (ii) each payment made under this Agreement shall be treated as a separate payment and (iii) the right to the contrary, if the Board determines, upon advice a series of counsel, that any provision of installment payments under this Agreement does notis to be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the calendar year of payment. B. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in whole or in part, satisfy accordance with the requirements of Section 409A, the Boardincluding, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modificationswhere applicable, the Board shall seek to minimize requirements that (i) any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation reimbursement is for expenses incurred during the Executive’s taxable lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the amounts reimbursed expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year calendar year, (except that total reimbursements may be limited by a lifetime maximum under a group health plan), iii) the reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s taxable calendar year following the taxable year in which the expense was incurred, is incurred and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. . C. Notwithstanding anything any provision in this Agreement to the contrary contrary, if, at the time of the Executive’s separation from service with the Company, the Company has securities which are publicly traded on an established securities market, the Executive is a “specified employee” (as defined in this Agreement, no compensation or benefits, including without limitation Section 409A) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement as a result of such separation from service to prevent any accelerated or benefitsadditional tax under Section 409A, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that then the Company determines that paying such amounts at will postpone the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) commencement of the Code. If the payment of any such amounts payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise exempt from Section 409A until the first payroll date that occurs after the date that is delayed six (6) months following the Executive’s separation from service with the Company (as a result of the previous sentencedetermined under Section 409A). If any payments are postponed pursuant to this Section XIX(C), then such postponed amounts will be paid in a lump sum to the Executive on the first day payroll date that occurs after the date that is six (6) months following the end of such six-month period, Executive’s separation from service with the Company shall pay Company. If the Executive a lump-sum amount equal dies during the postponement period prior to the cumulative payment of any postponed amount, such amount that would have otherwise been payable shall be paid to Executive during such six-month period, plus interest at the then-applicable prime ratepersonal representative of Executive’s estate within sixty (60) days after the date of the Executive’s death.

Section 409A Compliance. Notwithstanding anything contained herein This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the contraryInternal Revenue Code (“Section 409A”). The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A. The preceding provisions, the Executive however, shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes construed as a guarantee by the Company of this Agreement and no payments shall be due any particular tax effect to the Executive Employee under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements Agreement. For purposes of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate right to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to a series of installment payments under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at treated as a specified time or on a fixed schedule relative right to a permissible payment eventseries of separate payments. SpecificallyWith respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the amounts reimbursed Employee, as specified under Sections 4(b)(vthis Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or as part the amount of the Welfare Benefit Continuation during the Executive’s in-kind benefits provided in one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), 2) the reimbursement of an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (3) the right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything No amount payable pursuant to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, Agreement which constitutes a “deferral of compensation” subject to Section 409A shall be paid to Executive during unless and until the six (6)-month period following his termination Employee first incurs a “separation from service” for purposes of employment Section 409A. Further, to the extent that the Company determines Employee is a “specified employee” (as defined in Section 409A) as of the date of Employee’s separation from service, no amount that paying constitutes a deferral of compensation which is payable on account of Employee’s separation from service shall paid to Employee before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Employee’s separation from service or, if earlier, the date of Employee’s death following such separation from service. All such amounts at that would, but for this Section, become payable prior to the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then Delayed Payment Date will be accumulated and paid on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateDelayed Payment Date.

Section 409A Compliance. Notwithstanding anything contained herein Solely to the contraryextent necessary to comply with Section 409A of the Code, any amounts that constitute “nonqualified deferred compensation” within the Executive meaning of Section 409A of the Code and that are payable to you pursuant this Agreement during the period beginning on your Date of Termination and ending on the six-month anniversary of such date shall be delayed and not paid to you until the first business day following such six-month anniversary date (or any earlier time permitted by Section 409A of the Code), at which time such delayed amounts will be considered paid to you in a cash lump sum (the “Catch-up Amount”). If payment of an amount is delayed as a result of this Section 10, such amount shall be increased with interest from the date on which such amount would otherwise have terminated employment been paid to you but for this Section 10 to the day prior to the date the Catch-up Amount is paid. The rate of interest shall be the applicable short-term federal rate applicable under Section 7872(f)(2)(A) of the Code for the month in which occurs your Date of Termination. Such interest shall be paid at the same time that the Catch-up Amount is paid. If you die on or after your Date of Termination and prior to the six-month anniversary of such date, any amount delayed pursuant to this Section 10 shall be paid to your estate or beneficiary, as applicable, together with Hercules Offshoreinterest, Inc. for purposes within 30 days following the date of your death. The provisions of this Section 10 shall apply notwithstanding any provision of this Agreement and no payments shall be due related to the Executive timing of payments following your Date of Termination. To the extent a payment under this Agreement is not made with in the short-term deferral period or any policy another permitted exemption or plan exception from application of Hercules OffshoreSection 409A of the Code, Inc. payments under this Agreement are intended to comply, and this Agreement shall be interpreted as in effect from time necessary to time providing for payment comply, with Section 409A of amounts on the Code and the regulations promulgated thereunder. Any provision of this Agreement that cannot be so interpreted or applied consistent with Section 409A of the Code is deemed amended to comply with Section 409A of the Code or, if such amendment is not possible, is void. All payments to be made upon a termination of employment, unless your employment under this Agreement that constitute “nonqualified deferred compensation” within the Executive would meaning of Section 409A of the Code may only be considered to have incurred made upon a “separation from service” from Hercules Offshoreunder Section 409A of the Code. In no event may you, Inc. within directly or indirectly, designate the meaning calendar year of any payment under this Agreement. For purposes of the limitations on nonqualified deferred compensation under Section 409A. Notwithstanding anything in this Agreement to 409A of the contraryCode, if the Board determines, upon advice each payment of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to compensation under this Agreement shall be made treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A of the Code. In the event you become entitled to indemnification for any Losses or other expenses, costs, fees or in-kind benefits under Section 2, 3 or 6 of this Agreement and such Losses, expenses, costs, fees or in-kind benefits are not exempt from Section 409A of the Code pursuant to Treasury Regulation § 1.409A-1(b)(9)(v) because such Losses, expenses, costs, fees or in-kind benefits were not incurred or provided by the last day of the second taxable year following your Involuntary Termination, then the Company will satisfy any such right to indemnification by reimbursement or providing in-kind benefits in accordance with Treasury Regulation §§ 1.409A-3(i)(1)(iv) such that the reimbursements will as follows: (i) Reimbursement or in-kind benefits may be deemed payable at a specified time paid or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation provided during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year period of your lifetime; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement ii) Reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s your taxable year following the taxable year in which the expense was expenses were incurred; (iii) The amount of expenses eligible for reimbursement, and or in-kind benefits provided, during a taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iv) The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in For purposes of Section 10 of this Agreement, no compensation the term “in-kind benefits” refers to services provided to you or benefitson your behalf by the Company, including without limitation any severance payments such as legal or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateaccounting services.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of The Parties agree that this Agreement and no payments shall be due to the Executive under this Agreement interpreted and administered in a manner so that any amount or any policy benefit payable hereunder shall be paid or plan of Hercules Offshoreprovided in a manner that is exempt from, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contraryor, if the Board determinesthat is not possible, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy then compliant with the requirements of Section 409A409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued there under (and any applicable transition relief under Section 409A of the Code). Nevertheless, the Boardtax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither , in its sole discretionthe Company, may unilaterally modify nor their respective managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement in such manner shall, for purposes of Section 409A of the Code, be treated as it deems appropriate a right to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. a series of separate payments. All reimbursements pursuant to and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part requirements of Section 409A of the Welfare Benefit Continuation Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this letter), (ii) the Executive’s taxable amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the amounts reimbursed expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year calendar year, (except that total reimbursements may be limited by a lifetime maximum under a group health plan), iii) the reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s taxable calendar year following the taxable year in which the expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding Additionally, notwithstanding anything in this Agreement to the contrary in contrary, any separation payments under this Agreement, and any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of Separation from Service in Section 409A of the Code (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant Separation from Service. In the event that You are a “specified employee” (as described in Section 409A of the Code), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A of the Code and would otherwise be payable upon Your Separation from Service (as described in Section 409A of the Code), then no compensation such payment or benefitsbenefit shall be made before the date that is six (6) months after Your Separation from Service (or, including without limitation any severance payments if earlier, the date of Your death). Any payment or benefits, benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time out or times indicated in this Agreement would result provided in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following single lump sum at the end of such six-month period, the Company shall pay Executive a lump-sum amount equal required delay period in order to catch up to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateoriginal payment schedule.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. The parties intend for purposes of this Agreement either to satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and no payments this Agreement shall be due to the Executive under construed and interpreted accordingly. If this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time either fails to time providing for payment of amounts on termination of employment, unless satisfy the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning requirements of Section 409A. 409A or is not exempt from the application of Section 409A, then the parties hereby agree to amend or to clarify this Agreement in a timely manner so that this Agreement either satisfies the requirements of Section 409A or is exempt from the application of Section 409A. (a) Notwithstanding anything any provision in this Agreement to the contrary, if in the Board determinesevent that Executive is a “specified employee” (as defined in Section 409A), upon advice of counselany Severance Payment, that any provision of severance benefits or other amounts payable under this Agreement does notthat would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) of the Code (together, in whole “Specified Employee Payments”) shall not be paid before the expiration of a period of six (6) months following the date of Executive’s termination of employment (or in partbefore the date of Executive’s death, satisfy if earlier). The Specified Employee Payments to which Executive would otherwise have been entitled during the six-month period following the date of Executive’s termination of employment shall be accumulated and paid as soon as administratively practicable following the first date of the seventh month following the date of Executive’s termination of employment. (b) To ensure satisfaction the requirements of Section 409A409A(b)(3) of the Code, assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of amounts payable under this Agreement. (c) Notwithstanding anything herein to the contrary, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax reimbursement of expenses or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements in-kind benefits provided pursuant to this Agreement shall be made subject to the following conditions: (i) the expenses eligible for reimbursement or in-kind benefits in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement or in-kind benefits in any other taxable year year; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), ii) the reimbursement of an eligible expense expenses or in-kind benefits shall be made on or before promptly, subject to Company’s applicable policies, but in no event later than the last day end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (iii) the right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Employer hereby informs Executive that the federal, state, local, and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of this Agreement are complex and subject to change. Notwithstanding anything Executive acknowledges and understands that Executive should consult with his or her own personal tax or financial advisor in connection with this Agreement and its tax consequences. Executive understands and agrees that Employer has no obligation and no responsibility to the contrary provide Executive with any tax or other legal advice in connection with this AgreementAgreement and its tax consequences. Executive agrees that Executive shall bear sole and exclusive responsibility for any and all adverse federal, no compensation or benefitsstate, local, and/or foreign tax consequences (including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination and all tax liability under Section 409A) of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateExecutive.

Section 409A Compliance. Notwithstanding anything contained herein to The parties intend that all provisions of this Agreement shall either be exempt from or comply with the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for requirements of Code Section 409A. For purposes of this Agreement Agreement, “termination,” “termination date” and no payments shall be due to “terminate” when used in the Executive under this Agreement or any policy or plan context of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred employment shall mean a “separation from service” with the Company and its affiliates (i.e., generally an entity 50% or more of which is owned or controlled by the Company), as such term is defined in Treasury Regulation Section 1.409A-1(h) (provided, that the reasonably anticipated reduced level of bona fide services, if any, to be performed by Executive after such separation from Hercules Offshore, Inc. within service shall be less than 50 percent of the meaning average level of Section 409A. Notwithstanding anything bona fide services provided to the Company and its affiliates by Executive in the immediately preceding 36 month period). Nothing in this Agreement shall be interpreted to permit accelerated payment or further deferral of nonqualified deferred compensation, as defined in Code Section 409A, or any other payment or further deferral in violation of the contraryrequirements of Code Section 409A. Executive does not have any right to make any election regarding the time or form of payment due under this Agreement. Expenses and reimbursement of expenses will be paid by the Company and/or the Bank consistent with their generally applicable policies, if and in any event no later than the Board determinesend of the calendar year following the calendar year in which the expenses are incurred. With respect to reimbursements that constitute taxable income to Executive, upon advice of counsel, that no such reimbursements or expenses eligible for reimbursement in any calendar year shall in any way affect the expenses eligible for reimbursement in any other calendar year and Executive’s right to reimbursement shall not be subject to liquidation in exchange for any other benefit. No provision of this Agreement does not, shall be operative to the extent that it will result in whole or the imposition of the additional tax described in part, satisfy Code Section 409A(a)(1)(B)(i)(II) and the requirements of Section 409A, parties agree to revise the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate necessary to comply with Code Section 409A; provided409A or an exemption therefrom and fulfill the purpose of the voided provision, or to comply with any available correction program that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax would eliminate or additional penalties are imposed on the Executive pursuant to mitigate potential sanctions under Code Section 409A. All reimbursements pursuant to No provision of this Agreement shall be made in accordance interpreted or construed to transfer any liability for failure to comply with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time requirements of Code Section 409A from Executive or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything individual to the contrary in Company or any of its respective affiliates, employees or agents. All taxes associated with payments made to Executive pursuant to this Agreement, no compensation or benefits, including without limitation any severance payments or benefitsliability imposed under Code Section 409A, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateborne by Executive.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of The Parties agree that this Agreement and no payments shall be due to the Executive under this Agreement interpreted and administered in a manner so that any amount or any policy benefit payable hereunder shall be paid or plan of Hercules Offshoreprovided in a manner that is exempt from, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contraryor, if the Board determinesthat is not possible, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy then compliant with the requirements of Section 409A409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued there under (and any applicable transition relief under Section 409A of the Code). Nevertheless, the Boardtax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, in its sole discretionmembers, may unilaterally modify officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement in such manner shall, for purposes of Section 409A of the Code, be treated as it deems appropriate a right to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. a series of separate payments. All reimbursements pursuant to and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part requirements of Section 409A of the Welfare Benefit Continuation Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this letter), (ii) the Executiveamount of expenses eligible for reimbursement or in-kind benefit provided during a Employee’s taxable Initials 9777098(GA) calendar year may not affect the amounts reimbursed expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year calendar year, (except that total reimbursements may be limited by a lifetime maximum under a group health plan), iii) the reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s taxable calendar year following the taxable year in which the expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding Additionally, notwithstanding anything in this Agreement to the contrary in contrary, any separation payments under this Agreement, and any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” In the event that You are a “specified employee” (as described in Code Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Code Section 409A and would otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no compensation such payment or benefitsbenefit shall be made before the date that is six (6) months after Your “separation from service” (or, including without limitation any severance payments if earlier, the date of Your death). Any payment or benefits, benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time out or times indicated in this Agreement would result provided in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following single lump sum at the end of such six-month period, the Company shall pay Executive a lump-sum amount equal required delay period in order to catch up to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateoriginal payment schedule.

Section 409A Compliance. Notwithstanding anything contained herein (a) This Agreement is intended to comply with the contraryrequirements of Section 409A of the Internal Revenue Code of 1986, as amended (the Executive shall not be considered to have terminated employment with Hercules Offshore“Code”), Inc. for purposes of this Agreement and no payments shall be due interpreted and construed consistently with such intent. The payments to the Executive under pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4). Notwithstanding any policy or plan provision of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if in the Board determinesevent that the Company determines that any compensation or benefits payable or provided under this Agreement may be subject to Section 409A of the Code, upon advice of counselthe Company shall adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that any provision of the Company reasonably determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement does not, in whole from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or in part, satisfy (ii) comply with the requirements of or correct the Agreement to reduce the penalties under Section 409A, 409A of the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall Code. (b) Any reimbursement payments will be made promptly and in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that Company policy; however, in no event will reimbursement payments be made later than the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part end of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The amounts eligible for reimbursement provided in one taxable year will not affect the amounts eligible for reimbursement provided in any other taxable year, and the right to reimbursement is will not be subject to liquidation or exchange for another benefit. Notwithstanding anything . (c) For purposes of Section 409A of the Code, the Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (d) To the extent any amounts under this Agreement are payable by reference to termination of employment, Date of Termination, or similar terms, such term shall be deemed to refer to a “separation from service,” within the meaning of Section 409A of the Code. (e) Any provision of this Agreement to the contrary in this Agreementnotwithstanding, no compensation or benefitsif at the time of the Executive’s separation from service, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in Executive is a prohibited distribution under “specified employee” (within the meaning of Section 409A(a)(2)(b)(i) 409A of the Code. If ), then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of any such amounts is delayed as a result separation from service would be considered nonqualified deferred compensation under Section 409A of the previous sentenceCode, then on such payment or benefit shall be paid or provided at the first date which is the earlier of (i) six months and one day following after such separation from service and (ii) the end date of such six-month periodthe Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, the Company shall pay Executive a lump-sum amount equal all payments and benefits delayed pursuant to the cumulative amount that this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the 18 Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (f) If the 60-day release timing period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”), then any payments subject to Section 409A of the Code that would otherwise occur during such sixthe portion of the Crossover 60-month period, plus interest at Day Period that falls within the thenfirst year will be delayed and paid in a lump sum during the portion of the Crossover 60-applicable prime rateDay Period that falls within the second year.

Section 409A Compliance. Notwithstanding anything contained herein (i) This Employment Agreement is intended to comply with, or otherwise be exempt from, Code Section 409A. The Company shall undertake to administer, interpret, and construe this Employment Agreement in a manner that does not result in the imposition to the contraryExecutive of additional taxes or interest under Code Section 409A. (ii) The preceding provision, the Executive however, shall not be considered construed as a guarantee by the Company of any particular tax effect to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Employment Agreement. The Company shall have no liability not be liable to the Executive for any payment made under this Employment Agreement that is determined to result in the event an additional tax, earlier tax penalty, or additional penalties are imposed interest under Code Section 409A, nor for reporting in good faith any payment made under this Employment Agreement as an amount includible in gross income under Code Section 409A. Nothing herein shall require the Company to provide Executive with any gross-up for any tax, interest or penalty incurred by Executive under Section 409A. (iii) Any payment required to be made on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement fifty-third (53rd) day following Separation from Service shall be deemed timely made in accordance with if it is made within the time period permitted under Treasury Regulation §1.409A-3(i)(1)(ivSection 1.409A-3(d). (iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative With respect to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(vany reimbursement of expenses (including taxes) or as part of the Welfare Benefit Continuation during Executive, as specified under this Employment Agreement, such reimbursement of expenses shall be subject to the Executive’s following conditions: (A) the expenses eligible for reimbursement in one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement in any other taxable year year; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), B) the reimbursement of an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (C) the right to reimbursement is shall not be subject to liquidation or exchange for another benefit. . (v) Notwithstanding anything in this Employment Agreement to the contrary contrary, any tax gross-up payment under Section 7(b) shall be made no later than the December 31 following the Executive's taxable year in which the Executive remits the related tax. (vi) If a payment obligation under this AgreementEmployment Agreement arises on account of the Executive's Separation from Service while the Executive is a "specified employee" (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee of the Company), no compensation or benefitsany payment of "deferred compensation" (as defined under Treasury Regulation Section 1.409A-1(b)(1), including after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such Separation from Service shall be accumulated without limitation any severance payments or benefits, interest and shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following within 15 days after the end of such the six-month periodperiod beginning on the date of such Separation from Service or, if earlier, within 15 days after the Company shall pay Executive a lump-sum amount equal to appointment of the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at personal representative or executor of the then-applicable prime rateExecutive's estate following his death.

Section 409A Compliance. Notwithstanding anything contained herein (a) This Agreement is intended to comply with the contraryrequirements of Section 409A of the Internal Revenue Code of 1986, as amended (the Executive shall not be considered to have terminated employment with Hercules Offshore“Code”), Inc. for purposes of this Agreement and no payments shall be due interpreted and construed consistently with such intent. The payments to the Executive under pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4). Notwithstanding any policy or plan provision of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if in the Board determinesevent that the Company determines that any compensation or benefits payable or provided under this Agreement may be subject to Section 409A of the Code, upon advice of counselthe Company shall adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that any provision of the Company reasonably determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement does not, in whole from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or in part, satisfy (ii) comply with the requirements of or correct the Agreement to reduce the penalties under Section 409A, 409A of the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall Code. (b) Any reimbursement payments will be made promptly and in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that Company policy; however, in no event will reimbursement payments be made later than the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part end of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The amounts eligible for reimbursement provided in one taxable year will not affect the amounts eligible for reimbursement provided in any other taxable year, and the right to reimbursement is will not be subject to liquidation or exchange for another benefit. Notwithstanding anything . (c) For purposes of Section 409A of the Code, the Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (d) To the extent any amounts under this Agreement are payable by reference to termination of employment, Date of Termination, or similar terms, such term shall be deemed to refer to a “separation from service,” within the meaning of Section 409A of the Code. (e) Any provision of this Agreement to the contrary in this Agreementnotwithstanding, no compensation or benefitsif at the time of the Executive’s separation from service, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in Executive is a prohibited distribution under “specified employee” (within the meaning of Section 409A(a)(2)(b)(i) 409A of the Code. If ), then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of any such amounts is delayed as a result separation from service would be considered nonqualified deferred compensation under Section 409A of the previous sentenceCode, then on such payment or benefit shall be paid or provided at the first date which is the earlier of (i) six months and one day following after such separation from service and (ii) the end date of such six-month periodthe Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, the Company shall pay Executive a lump-sum amount equal all payments and benefits delayed pursuant to the cumulative amount that this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (f) If the 60-day release timing period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”), then any payments subject to Section 409A of the Code that would otherwise occur during such sixthe portion of the Crossover 60-month period, plus interest at Day Period that falls within the thenfirst year will be delayed and paid in a lump sum during the portion of the Crossover 60-applicable prime rateDay Period that falls within the second year.

Section 409A Compliance. Notwithstanding To the extent that the Grantee’s right to receive payment of the RSUs and related dividend equivalents constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and regulatory guidance promulgated thereunder (“Section 409A”), then notwithstanding anything contained herein in the Plan to the contrary, the Executive shares of Common Stock and cash otherwise deliverable under Sections 4 and 6 shall not be considered delivered in accordance with the requirements of Section 409A of the Code because: (a) The shares of Common Stock underlying the vested RSUs and the related dividend equivalents that are to have terminated become vested, and are deliverable, on the first, second and/or third anniversaries of the Award Date (where the Grantee either remains in continuous employment with Hercules Offshorethe Company or an affiliate until such vesting date, Inc. terminates employment prior to the third year anniversary of the Award Date due to retirement, as defined above, is terminated by the Company for purposes any reason other than Good Cause, or terminates employment for Good Reason) shall be delivered to the Grantee, or his personal representative, beneficiary or estate, as applicable, within thirty (30) days following the applicable anniversary of the Award Date. (b) The shares of Common Stock underlying the vested RSUs and the related dividend equivalents that are to become vested, and are deliverable, prior to the applicable anniversary of the Award Date on the Grantee’s death or disability shall be delivered to the Grantee, or his personal representative, beneficiary or estate, as applicable, within thirty (30) days following the Grantee’s death or disability. (c) In the event that any taxes described in Section 7 of this Agreement and no payments are due prior to the distribution of shares of Common Stock or cash underlying the RSUs, then the Grantee shall be due required to satisfy the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as tax obligation in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. cash. (d) Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409AAgreement, the BoardGrantee shall be solely responsible for the tax consequences related to this Award, in and neither the Company nor its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate affiliates shall be responsible if the Award fails to comply with with, or be exempt from, Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) 409A of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rate.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of this This Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate is intended to comply with Section 409A; provided409A of the Internal Revenue Code, that in making any such modificationsas amended, and applicable regulatory guidance thereunder (the Board shall seek to minimize any adverse economic consequences “Code”). Notwithstanding anything to the Executivecontrary in this Agreement, in-kind benefits and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to provided under this Agreement shall be made provided in accordance with the requirements of Treasury Regulation §Section 1.409A-3(i)(1)(iv) ), such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed any in-kind benefits and reimbursement provided under Sections 4(b)(v) or as part of the Welfare Benefit Continuation this Agreement during the Executive’s taxable any calendar year may shall not affect the amounts reimbursed in-kind benefits or reimbursements to be provided in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan)calendar year, other than an arrangement providing for the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year medical expenses referred to in which the expense was incurredCode Section 105(b), and the right to reimbursement is any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefitsreimbursement requests must be timely submitted by Executive and, including without limitation any severance if timely submitted, reimbursement payments or benefits, shall be paid promptly made to Executive during following such submission, but in no event later than December 31st of the six (6)-month period calendar year following his termination the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of employment the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the extent that the Company determines that paying such amounts at the time or times indicated contrary in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentenceAgreement, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been maximum extent permitted by applicable law, amounts payable to Executive during such sixpursuant to the Severance Benefits described in Section 5(b) below are intended to be exempt from treatment as nonqualified differed compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409(A)-1(b)(4) (short-month period, plus interest at the then-term deferrals). Payments provided under this Agreement may only be made in a manner that complies with Code Section 409A or an applicable prime rateexemption.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of The Parties agree that this Agreement and no payments shall be due to the Executive under this Agreement interpreted and administered in a manner so that any amount or any policy benefit payable hereunder shall be paid or plan of Hercules Offshoreprovided in a manner that is exempt from, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contraryor, if the Board determinesthat is not possible, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy then compliant with the requirements of Section 409A409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued there under (and any applicable transition relief under Section 409A of the Code). Nevertheless, the Boardtax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, in its sole discretionmembers, may unilaterally modify officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement in such manner shall, for purposes of Section 409A of the Code, be treated as it deems appropriate a right to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. a series of separate payments. All reimbursements pursuant to and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part requirements of Section 409A of the Welfare Benefit Continuation Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this letter), (ii) the Executive’s taxable amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the amounts reimbursed expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year calendar year, (except that total reimbursements may be limited by a lifetime maximum under a group health plan), iii) the reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s taxable calendar year following the taxable year in which the expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding Additionally, notwithstanding anything in this Agreement to the contrary in contrary, any separation payments under this Agreement, and any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” In the event that You are a “specified employee” (as described in Code Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Code Section 409A and would otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no compensation such payment or benefitsbenefit shall be made before the date that is six (6) months after Your “separation from service” (or, including without limitation any severance payments if earlier, the date of Your death). Any payment or benefits, benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time out or times indicated in this Agreement would result provided in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following single lump sum at the end of such six-month period, the Company shall pay Executive a lump-sum amount equal required delay period in order to catch up to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateoriginal payment schedule.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. The parties intend for purposes of this Agreement either to satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and no payments this Agreement shall be due to the Executive under construed and interpreted accordingly. If this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time either fails to time providing for payment of amounts on termination of employment, unless satisfy the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning requirements of Section 409A. 409A or is not exempt from the application of Section 409A, then the parties hereby agree to amend or to clarify this Agreement in a timely manner so that this Agreement either satisfies the requirements of Section 409A or is exempt from the application of Section 409A. (a) Notwithstanding anything any provision in this Agreement to the contrary, if the Board determinesExecutive is a “specified employee” (as defined in Section 409A), upon advice of counselany Severance Payment, that any provision of severance benefits or other amounts payable under this Agreement does notthat would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) of the Code (together, in whole “Specified Employee Payments”) shall not be paid before the expiration of a period of six (6) months following the date of Executive’s termination of employment (or in partbefore the date of Executive’s death, satisfy if earlier). The Specified Employee Payments to which Executive would otherwise have been entitled during the six-month period following the date of Executive’s termination of employment shall be accumulated and paid as soon as administratively practicable following the first date of the seventh month following the date of Executive’s termination of employment. (b) To ensure satisfaction of the requirements of Section 409A409A(b)(3) of the Code, assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of amounts payable under this Agreement. (c) Notwithstanding anything herein to the contrary, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax reimbursement of expenses or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements in-kind benefits provided pursuant to this Agreement shall be made subject to the following conditions: (i) the expenses eligible for reimbursement or in-kind benefits in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement or in-kind benefits in any other taxable year year; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), ii) the reimbursement of an eligible expense expenses or in-kind benefits shall be made on or before promptly, subject to Company’s applicable policies, but in no event later than the last day end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (iii) the right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Employer hereby informs Executive that the federal, state, local, and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of this Agreement are complex and subject to change. Notwithstanding anything Executive acknowledges and understands that Executive should consult with his or her own personal tax or financial advisor in connection with this Agreement and its tax consequences. Executive understands and agrees that Employer has no obligation and no responsibility to the contrary provide Executive with any tax or other legal advice in connection with this AgreementAgreement and its tax consequences. Executive agrees that Executive shall bear sole and exclusive responsibility for -5- any and all adverse federal, no compensation or benefitsstate, local, and/or foreign tax consequences (including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination and all tax liability under Section 409A) of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateExecutive.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive under this Agreement or This section applies notwithstanding any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any other provision of this Agreement. This Agreement does not, in whole or in part, satisfy is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Board, in its sole discretion, may unilaterally modify Company makes no representations that the payments and benefits provided under this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that 409A and in making any such modifications, the Board no event shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive in the event an additional tax, earlier tax or additional penalties are imposed Consultant on the Executive pursuant to account of non-compliance with Section 409A. All reimbursements pursuant to To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be made provided in accordance with Treasury Regulation §1.409A-3(i)(1)(ivthe following: (i) such that the reimbursements will be deemed payable at a specified time amount of expenses eligible for reimbursement, or on a fixed schedule relative to a permissible payment event. Specificallyin-kind benefits provided, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable each calendar year may cannot affect the amounts reimbursed expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year calendar year; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the ii) any reimbursement of an eligible expense shall be made paid to the Consultant on or before the last day of the Executive’s taxable calendar year following the taxable calendar year in which the expense was incurred, ; and the (iii) any right to reimbursement is reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in Any tax gross-up payments provided under this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, Agreement shall be paid to Executive during the six (6)-month period following his termination Consultant on or before December 31 of employment to the extent that calendar year in which the Company determines that paying such amounts at Consultant remits the time or times indicated in related taxes. A distribution under this Agreement would result in will be treated as made on the designated payment date if the payment is made (i) at such date or a prohibited distribution under Section 409A(a)(2)(b)(i) later date within the same calendar year, or if later, by the 15th day of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day third month following the end date designated in the Agreement or (ii) at a date no earlier than 30 days before the designated payment date. In no event may the Consultant, directly or indirectly, designate the year of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime ratepayment.

Section 409A Compliance. Notwithstanding anything contained herein 2.9.1 In the event that any compensation with respect to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on Executive’s termination of employment, unless the Executive would be considered to have incurred a is “separation from servicedeferred compensation” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to 409A of the contrary, if Code and the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of regulations promulgated thereunder (“Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan”), the reimbursement of an eligible expense shall be made on or before the last day stock of the Executive’s taxable year following the taxable year in which the expense was incurredCorporation or any affiliate is publicly traded on an established securities market or otherwise, and the right Executive is determined to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary be a “specified employee,” as defined in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i409A(a)(2)(B)(i) of the Code. If the , payment of any such amounts is compensation shall be delayed as a result of required by Section 409A. Such delay shall last six months from the previous sentence, then date on the first day which Executive’s employment terminates. Within 30 days following the end of such six-month period, the Company shall pay Corporation will make a catch-up payment to Executive a lump-sum amount equal to the cumulative total amount of such payments that would have otherwise been payable to Executive made during such the six-month period but for this Section 2.9. Such catch-up payment shall bear simple interest at the prime rate of interest as published by the Wall Street Journal’s bank survey as of the first day of the six-month period, plus which such interest at shall be paid with the thencatch-applicable prime rateup payment. Wherever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. 2.9.2 With respect to any reimbursement of expenses or any provision of in-kind benefits to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Code Section 105(b); (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. 2.9.3 Payments conditioned upon execution of the Waiver and Release Agreement referenced in Section 3.1 shall be made within ten days following Executive’s execution of the Waiver and Release Agreement and expiration of the seven-day revocation period set forth therein; provided, however, that if the period during which the Executive has discretion to execute or revoke the Waiver and Release Agreement straddles two taxable years of the Executive, then the Corporation shall make the payments starting in the second of such taxable years, regardless of which taxable year the Executive actually delivers the executed Waiver and Release Agreement to the Corporation.

Section 409A Compliance. Notwithstanding anything contained herein (i) This Agreement is intended to comply with, or otherwise be exempt from, Code Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition to the contraryExecutive of additional taxes or interest under Code Section 409A. (ii) The preceding provision, the Executive however, shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes construed as a guarantee by the Company of this Agreement and no payments shall be due any particular tax effect to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Agreement. The Company shall have no liability not be liable to the Executive for any payment made under this Agreement that is determined to result in the event an additional tax, earlier tax penalty, or additional penalties are imposed on interest under Code Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Code Section 409A. Nothing herein shall require the Company to provide the Executive pursuant with any gross-up for any tax, interest or penalty incurred by the Executive under Section 409A. (iii) Any payment required to Section 409A. All reimbursements pursuant to be made under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that by the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part later of the Welfare Benefit Continuation during Company’s next regular U.S. payroll date or the first business day of the second calendar year following the termination of the Executive’s employment, shall be deemed timely made if it is made within the time period permitted under Treasury Regulation Section 1.409A-3(d). (iv) With respect to any reimbursement of expenses (including taxes) of the Executive or the provision of in-kind benefits, as specified under this Agreement, such reimbursement of expenses and provision of in-kind benefits shall be subject to the following conditions: (A) the expenses eligible for reimbursement, or in-kind benefits to be provided, in one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year year; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), B) the reimbursement of an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (C) the right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything . (v) If a payment obligation under this Agreement arises on account of the Executive’s separation from service while the Executive is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee of the Company), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the contrary exemptions in this Agreement, no compensation or benefits, including Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall be accumulated without limitation any severance payments or benefits, interest and shall be paid to Executive during the six within fifteen (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i15) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following days after the end of such the six-month periodperiod beginning on the date of such separation from service or, if earlier, within fifteen (15) days after the Company appointment of the personal representative or executor of the Executive’s estate following his death. (vi) Each payment made under this Agreement shall pay Executive be treated as a lump-sum amount equal separate and distinct payment and the full right to the cumulative amount that would have otherwise been payable a series of installment payments under this Agreement shall be treated as a right to Executive during such six-month period, plus interest at the then-applicable prime ratea series of separate and distinct payments.

Section 409A Compliance. Notwithstanding anything contained herein to This Agreement will always be interpreted and performed in accordance with the contrary, the Executive shall not requirements of Section 409A. The severance payments under Section 4.2 will be considered to have terminated employment with Hercules Offshore, Inc. deemed separate payments for purposes of this Agreement Section 409A, and no those payments shall be due are in whole or in part intended to satisfy the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time “short-term deferral exception” and the “two-times pay” exception to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in any provision of this Agreement to the contrary, the timing of Executive’s execution of the Release will not, directly or indirectly, result in Executive designating the calendar year of payment, and if a payment that is subject to execution of the Board determines, upon advice of counselRelease could be made in more than one taxable year, that payment will be made in the later taxable year. To the extent any provision of reimbursements or in-kind benefits due to Executive under this Agreement does not, in whole or in part, satisfy the requirements of are subject to Section 409A, (i) the Board, expenses eligible for reimbursement or the in-kind benefits provided in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements calendar year will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed expenses eligible for reimbursement or the in-kind benefits provided in any other taxable year calendar year, (except that total reimbursements may be limited by a lifetime maximum under a group health plan), ii) the reimbursement of an eligible expense shall must be made on or before no later than the last day of the Executive’s taxable calendar year following the taxable calendar year in which the expense was incurred, and (iii) the right to reimbursement reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit. Any action that may be taken (and, to the extent possible, any action actually taken) by Company will not be taken (or will be void and without effect) if that action violates the requirements of Section 409A. Any provision in this Agreement that is determined to violate the requirements of Section 409A will be void and without effect. In addition, any provision that is required to appear in this Agreement in accordance with Section 409A that is not subject expressly set forth in this Agreement will be deemed to liquidation or exchange for another benefit. Notwithstanding anything to the contrary be set forth in this Agreement, no compensation and this Agreement will be administered in all respects as if that provision were expressly set forth. Company will have the authority to delay the commencement of all or benefits, including without limitation any severance a part of the payments or benefits, shall be paid to Executive during the under Section 4 if Executive is a “key employee” of Company (as determined by Company in accordance with procedures established by Company that are consistent with Section 409A) to a date that is six (6)-month 6) months and one (1) day after the Termination Date (and on that date the payments that otherwise would have been made during that six (6) month period following his termination of employment will be made), but only to the extent that delay is required under the provisions of Section 409A to avoid imposition of additional income and other taxes, provided that Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution and Executive agree to take into account any transitional rules and exemption rules available under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rate.409A.

Section 409A Compliance. Notwithstanding anything contained herein This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the contraryInternal Revenue Code of 1986, as amended (the Executive “Code”). The Company shall not be considered undertake to have terminated employment with Hercules Offshoreadminister, Inc. for purposes of interpret, and construe this Agreement and no payments shall be due to in a manner that does not result in the imposition on Executive of any additional tax, penalty, or interest under this Agreement or any policy or plan Section 409A of Hercules Offshore, Inc. as the Code. If the Company determines in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, good faith that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate would cause Executive to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event incur an additional tax, earlier penalty, or interest under Section 409A of the Code, the Company (or its delegate) and Executive shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code or causing the imposition of such additional tax, penalty, or interest under Section 409A of the Code. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement that is determined to result in an additional tax, penalty, or additional penalties are imposed on interest under Section 409A of the Executive pursuant Code, for any such tax, penalty or interest, or for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. For purposes of Section 409A of the Code, the right to Section 409A. All reimbursements pursuant to a series of installment payments under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at treated as a specified time or on a fixed schedule relative right to a permissible payment eventseries of separate payments. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part With respect to any reimbursement of expenses of Executive of provision of in-kind benefits to Executive subject to Section 409A of the Welfare Benefit Continuation during Code, such reimbursement of expenses and provision of in-kind benefits shall be subject to the Executive’s following conditions: (i) the expenses eligible for reimbursement or provision of in-kind benefits in one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement or provision of in-kind benefits in any other taxable year year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), ii) the reimbursement of an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (iii) the right to reimbursement is or provision of in-kind benefit shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no references to the termination or end of Executive’s employment or similar phrases or expressions shall be deemed to mean Executive’s “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h), and, if a payment obligation under this Agreement or other compensation or benefitsarrangement arises on account of Executive’s separation from service while Executive is a “specified employee” as determined by the Company, including any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without limitation any severance payments or benefits, interest and shall be paid to Executive during on the first business day after the end of the six (6)-month 6) month period following beginning on the date of such separation from service or, if earlier, on the date of his termination of employment or her death, to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under necessary for compliance with Section 409A(a)(2)(b)(i) 409A of the Code. If In addition, to the payment extent required for compliance with Section 409A, a Change in Control shall be deemed to occur only to the extent it is also a change in control event within in the meaning of any such amounts is delayed as a result Section 409A of the previous sentenceCode and the regulations thereunder and, then on to the first day following extent the end vesting of the equity-based awards is accelerated, accelerated payment shall occur only to the extent such six-month periodaccelerated payment would not violate Section 409A of the Code and, to the extent such accelerated payment would violate Section 409A of the Code, the Company original time and form of payment shall pay Executive a lump-sum amount equal continue to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateapply.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. The parties intend for purposes of this Agreement either to satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and no payments this Agreement shall be due to the Executive under construed and interpreted accordingly. If this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time either fails to time providing for payment of amounts on termination of employment, unless satisfy the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning requirements of Section 409A. 409A or is not exempt from the application of Section 409A, then the parties hereby agree to amend or to clarify this Agreement in a timely manner so that this Agreement either satisfies the requirements of Section 409A or is exempt from the application of Section 409A. (a) Notwithstanding anything any provision in this Agreement to the contrary, if in the Board determinesevent that Executive is a “specified employee” (as defined in Section 409A), upon advice of counselany severance payment, that any provision of severance benefits or other amounts payable under this Agreement does notthat would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) of the Code (together, in whole “Specified Employee Payments”) shall not be paid before the expiration of a period of six months following the date of Executive’s termination of employment (or in partthe date of Executive’s death, satisfy if earlier). The Specified Employee Payments to which Executive would otherwise have been entitled during the six-month period following the date of Executive’s termination of employment shall be accumulated and paid as soon as administratively practicable following the first date payable without incurring a penalty tax under Section 409A. (b) To ensure satisfaction the requirements of Section 409A(b)(3) of the Code, assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of amounts payable under this Agreement. (c) Company hereby informs Executive that the federal, state, local, and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A, the Board, in its sole discretion, may unilaterally modify ) of this Agreement in such manner as it deems appropriate are complex and subject to comply change. Executive acknowledges and understands that Executive should consult with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier his or her own personal tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to financial advisor in connection with this Agreement and its tax consequences. Executive understands and agrees that Company has no obligation and no responsibility to provide Executive with any tax or other legal advice in connection with this Agreement and its tax consequences. Executive agrees that Executive shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specificallybear sole and exclusive responsibility for any and all adverse federal, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year state, local, and/or foreign tax consequences (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution and all tax liability under Section 409A(a)(2)(b)(i409A) of the Code. If the payment of any such amounts is delayed as a result of the previous sentencethis Agreement, then on the first day following the end of such six-month period, the and fully indemnifies and holds Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateharmless therefor.

Section 409A Compliance. Notwithstanding anything contained herein to (i) It is the contraryintent of the parties that all payments and benefits under this Agreement comply with, or meet an exemption from, Section 409A of the Executive Internal Revenue Code of 1986, as amended (the “Code”). (ii) The preceding provision, however, shall not be considered construed as a guarantee by the Company of any particular tax effect to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments the Executive. The Company shall not be due liable to the Executive under this Agreement for any payment or any policy or plan of Hercules Offshore, Inc. as benefit that is determined to result in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax penalty, or additional penalties are imposed on interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Nothing herein shall require the Company to provide the Executive pursuant with any gross-up for any tax, interest or penalty incurred by the Executive under Section 409A of the Code. (iii) Any payment required to Section 409A. All reimbursements pursuant to be made under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that by the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part later of the Welfare Benefit Continuation during Company’s next regular U.S. payroll date or the first business day of the second calendar year following the termination of the Executive’s employment, shall be deemed timely made if it is made within the time period permitted under Treasury Regulation Section 1.409A-3(d). (iv) With respect to any reimbursement of expenses (including taxes) of the Executive or the provision of in-kind benefits, as specified under this Agreement, such reimbursement of expenses and provision of in-kind benefits shall be subject to the following conditions: (A) the expenses eligible for reimbursement, or in-kind benefits to be provided, in one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year year; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), B) the reimbursement of an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (C) the right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit. . (v) Notwithstanding anything to the contrary in this Agreementherein, to the extent necessary to comply with Section 409A of the Code, the Executive’s employment shall be considered to have terminated only if the executive has experienced a “separation from service.” Further, no compensation or benefitspayment condition on the Executive’s termination of employment shall be made unless and until such a “separation from service” has occurred. (vi) If a payment obligation under this Agreement arises on account of the Executive’s separation from service while the Executive is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee of the Company), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to any applicable exemptions (including in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall be accumulated without limitation any severance payments or benefits, interest and shall be paid to Executive during within fifteen (15) days after the end of the six (6)-month period beginning on the date of such separation from service or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of the Executive’s estate following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in death. (vii) Each payment made under this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed shall be treated as a result separate and distinct payment and the full right to a series of the previous sentence, then on the first day following the end installment payments under this Agreement shall be treated as a right to a series of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateseparate and distinct payments.

Section 409A Compliance. Notwithstanding anything contained herein With respect to any benefits provided under this Agreement that are subject to Section 409A of the contraryInternal Revenue Code of 1986, as amended (“Section 409A”), it is intended that the Executive terms of this Agreement comply with the terms and conditions of Section 409A and the regulations and guidance promulgated thereunder and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. As such: (a) a termination of employment shall not be considered deemed to have terminated employment with Hercules Offshore, Inc. occurred for purposes of any provision of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for any payment of amounts on or distribution upon or following a termination of employment, employment unless the Executive would be considered to have incurred such termination is also a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in 409A and Treas. Reg. §1.409A-1(h) and, for purposes of any such provision of this Agreement, references therein to a “termination,” “termination of employment” or like terms shall mean “separation from service”; (b) if any amount payable under this Agreement is to be paid in two or more installments, for purposes of Section 409A each installment shall be treated as a separate payment; (c) notwithstanding anything herein to the contrary, if except to the Board determines, upon advice extent any expense or reimbursement does not constitute a “deferral of counsel, that any provision of this Agreement does not, in whole or in part, satisfy compensation” within the requirements meaning of Section 409A, the Board, any expense or reimbursement described in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made meet the following requirements: (i) the amount of expenses eligible for reimbursement provided to the undersigned in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements any calendar year will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed amount of expenses eligible for reimbursement provided to the undersigned in any other taxable year calendar year; (except that total ii) the reimbursements may for expenses for which the undersigned is entitled to be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense reimbursed shall be made on or before the last day of the Executive’s taxable calendar year following the taxable calendar year in which the such expense was is incurred, and ; (iii) the right to payment or reimbursement is or in-kind benefits hereunder may not subject to liquidation be liquidated or exchange exchanged for another any other benefit. Notwithstanding anything to ; and (iv) the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, reimbursements shall be paid made pursuant to Executive during the six (6)-month period following his termination of employment to the extent that the objectively determinable and nondiscretionary Company determines that paying policies and procedures regarding such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime ratereimbursements.

Section 409A Compliance. Notwithstanding anything contained herein This Agreement is intended to the contrary, the Executive shall not be considered to have terminated employment comply with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, 409A of the Board, Code or an exemption or exclusion therefrom and shall in its sole discretion, may unilaterally modify all respects be administered in accordance with Section 409A of the Code. Each payment under this Agreement in such manner shall be treated as it deems appropriate a separate payment for purposes of Section 409A of the Code. In no event may you, directly or indirectly, designate the calendar year of any payment to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences be made under this Agreement. If you die following your date of termination and prior to the Executivepayment of any amounts delayed on account of Section 409A of the Code, and the Company such amounts shall have no liability be paid to the Executive in personal representative of your estate within 30 days after the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. date of your death. All reimbursements pursuant to and in-kind benefits provided under this Agreement shall be made or provided in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part requirements of Section 409A of the Welfare Benefit Continuation during Code, including, without limitation, that (a) in no event shall reimbursements by the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum Corporation under a group health plan), the reimbursement of an eligible expense shall this Agreement be made on or before later than the last day end of the Executive’s taxable calendar year next following the taxable calendar year in which the expense was applicable fees and expenses were incurred, provided, that you shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (b) the amount of in-kind benefits that the Corporation is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Corporation is obligated to pay or provide in any other calendar year; (c) your right to reimbursement is have the Corporation pay or provide such reimbursements and in-kind benefits may not subject be liquidated or exchanged for any other benefit; and (d) in no event shall the Corporation's obligations to liquidation make such reimbursements or exchange for another benefitto provide such in-kind benefits apply later than your remaining lifetime (or if longer, through the 20th anniversary of the date of this Agreement). Notwithstanding anything to Within the contrary time period permitted by the applicable Treasury Regulations, the Corporation may, in consultation with you, modify this Agreement, no compensation or benefitsin the least restrictive manner necessary and without any diminution in the value of the payments to you, including without limitation any severance payments or benefits, shall be paid in order to Executive during cause the six (6)-month period following his termination provisions of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under to comply with the requirements of Section 409A(a)(2)(b)(i) 409A of the Code. If , so as to avoid the payment imposition of any such amounts is delayed as a result taxes and penalties on you pursuant to Section 409A of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateCode.

Section 409A Compliance. Notwithstanding anything contained herein (a) This agreement is intended to the contrarycomply with, the Executive shall not or otherwise be considered to have terminated employment with Hercules Offshoreexempt from, Inc. for purposes of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Code Section 409A. Notwithstanding anything US_ACTIVE:\44101127\4\51306.0001 (b) We shall undertake to administer, interpret, and construe this agreement in this Agreement to a manner that does not result in the contraryimposition on you of any additional tax, if penalty, or interest under Code Section 409A. (c) If the Board determines, upon advice of counsel, Company determines in good faith that any provision of this Agreement does notagreement would cause you to incur an additional tax, in whole penalty, or in part, satisfy the requirements of interest under Code Section 409A, the BoardCompany and you shall use reasonable efforts to reform such provision, if possible, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate a mutually agreeable fashion to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences maintain to the Executivemaximum extent practicable the original intent of the applicable provision without violating the provisions of Code Section 409A or causing the imposition of such additional tax, and penalty, or interest under Code Section 409A. (d) The preceding provisions, however, will not be construed as a guarantee by the Company of any particular tax effect to you under this agreement. We shall have no liability not be liable to the Executive you for any payment or benefit paid under this agreement that is determined to result in the event an additional tax, earlier tax penalty, or additional penalties are imposed on interest under Code Section 409A, nor for reporting in good faith any payment or benefit made under this agreement as an amount includible in gross income under Code Section 409A. (e) Any reimbursement of expenses of or any provision of in-kind benefits to you, as specified under this agreement, is subject to the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s one taxable year may do not affect the amounts reimbursed expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (year, except that total reimbursements may be limited by a lifetime maximum under a group health plan), for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Code Section 105(b); (ii) we shall reimburse an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which you incurred the expense was incurred, expense; and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything . (f) “Termination of employment,” “resignation,” or words of similar import, as used in this agreement means your “separation from service” (as defined under Code Section 409A) for purposes of any payment or benefit under this agreement that is a payment of deferred compensation subject to Code Section 409A. (g) If a payment obligation under this agreement arises on account your separation from service while you are a “specified employee” (as defined under Code Section 409A and determined in good faith by the Board), any payment of “deferred compensation” (as defined under Treasury regulation Section 1.409A-1(b)(1), after giving effect to the contrary exemptions in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall Treasury regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following within 6 months after your separation from service will accrue without interest and will be paid within 15 days after the end of such sixthe 6-month periodperiod beginning on the date of your separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of your estate following your death. (h) Whenever a payment under this agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the Termination Date”), the Company actual date of payment within the specified period shall pay Executive be within the sole discretion of the Company. If under this agreement, an amount is paid in two or more installments, each installment shall be treated as a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateseparate payment.

Section 409A Compliance. This Agreement and the payments contemplated hereunder are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), including any regulations and guidance issued thereunder (“Section 409A”), or, if not so exempt, to comply with Section 409A to the extent Section 409A is applicable to this Agreement or any payments contemplated hereunder. Notwithstanding anything contained herein any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered by ANLBC in a manner consistent with such intention and to avoid the Executive pre-distribution inclusion in income of amounts deferred under this Agreement and the imposition of any additional tax or interest with respect thereto. Each payment to be made under this Agreement shall not be considered to have terminated employment with Hercules Offshore, Inc. a separate payment and not one of a series of payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended. Notwithstanding any other provision of this Agreement and no payments shall be due to the Executive contrary, to the extent that any payment under this Agreement or any policy or plan of Hercules Offshoreconstitutes “nonqualified deferred compensation” under Section 409A, Inc. as in effect from time the following shall apply to time providing for the extent Section 409A is applicable to such payment: i. Any payment of amounts on that is triggered upon the Executive’s termination of employment, unless the Executive would employment shall be considered to have incurred paid only if such termination of employment constitutes a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of under Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. ; ii. All reimbursements pursuant to expenses eligible for reimbursement under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time provided by ANLBC or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation incurred by Executive during the Executive’s taxable year may not affect the amounts reimbursed time periods set forth in any other taxable year (except that total this Agreement. All reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and . The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement is not subject to liquidation or exchange for another benefit. ▇▇▇. Notwithstanding anything ▇▇ the event that Executive is deemed on the date of termination to be a “specified employee” as defined in Section 409A, then with regard to any payment or the contrary ​ provision of any benefit that is subject to Section 409A and is payable on account of a separation from service (as defined in this AgreementSection 409A), no compensation such payment or benefitsbenefit shall be delayed for until the earlier of (a) the first business day of the seventh calendar month following such termination of employment, including without limitation any severance or (b) Executive’s death. Any payments or benefits, delayed by reason of the prior sentence shall be paid to Executive during in a single lump sum, without interest thereon, on the six (6)-month period following his termination of employment to date indicated by the extent that the Company determines that paying such amounts at the time or times indicated in previous sentence and any remaining payments due under this Agreement would result in a prohibited distribution shall be paid as otherwise provided herein. iv. Notwithstanding the foregoing, ANLBC makes no representations that payments, awards and benefits described herein shall be exempt from or comply with Section 409A and if this Agreement or the payments, awards or benefits described herein fail to meet the requirements of Section 409A, neither ANLBC nor any of its affiliates, including its parent company, shall have any liability for any tax, penalty or interest imposed on Executive under Section 409A(a)(2)(b)(i) 409A, and Executive shall have no recourse against ANLBC or any of the Code. If the its affiliates, including its parent company, for payment of any such amounts is delayed as a result of the previous sentencetax, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus penalty or interest at the then-applicable prime rate.imposed by Section 409A.

Section 409A Compliance. Notwithstanding anything contained herein (i) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the contrarymaximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company or its subsidiaries be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) A termination of employment shall not be considered deemed to have terminated employment with Hercules Offshore, Inc. occurred for purposes of any provision of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for the payment of any amounts on or benefits upon or following a termination of employment, employment unless the Executive would be considered to have incurred such termination is also a “separation from service” from Hercules Offshore, Inc. within the meaning of Code Section 409A. Notwithstanding anything in this Agreement to the contrary409A and, if the Board determines, upon advice for purposes of counsel, that any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iii) To the extent that reimbursements or other in-kind benefits under this Agreement does not, in whole or in part, satisfy the requirements constitute “nonqualified deferred compensation” for purposes of Code Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in (A) all such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax expenses or additional penalties are imposed on the Executive pursuant to Section 409A. All other reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense hereunder shall be made on or before prior to the last day of the Executive’s taxable year following the taxable year in which such expenses were incurred by Executive, or the expense was incurreddate prescribed herein for reimbursement, and the if earlier, (B) any right to such reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (v) Notwithstanding anything any other provision of this Agreement to the contrary contrary, in this Agreement, no compensation or benefits, including without limitation event shall any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in payment under this Agreement would result in a prohibited distribution under that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A(a)(2)(b)(i) of the Code. If the payment of 409A be subject to offset by any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum other amount equal to the cumulative amount that would have unless otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rate.permitted by Code Section 409A.

Section 409A Compliance. (i) Notwithstanding anything contained herein to the contrary, the Executive intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder (“Section 409A”) and, accordingly, to the maximum extent permitted this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. The Bank shall not be considered liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for failing to comply with Section 409A. (ii) Termination of Executive’s employment shall not be deemed to have terminated employment with Hercules Offshore, Inc. occurred for purposes of any provision of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for the payment of any amounts on or benefits upon or following a termination of employment, employment unless the Executive would be considered to have incurred such termination is also a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary409A and, if the Board determines, upon advice for purposes of counsel, that any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iii) All expenses or other reimbursements under this Agreement does not, in whole or in part, satisfy the requirements of that would constitute nonqualified deferred compensation subject to Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement (A) shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made paid on or before prior to the last day of the Executive’s taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive, and the (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect Executive’s right to reimbursement is of any other expenses eligible for reimbursement in any other taxable year, and (C) Executive’s right to reimbursement shall not be subject to liquidation or in exchange for another any other benefit. . (iv) For purposes of Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (v) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Bank in order to comply with Section 409A. (vi) Notwithstanding anything to the contrary in any other provision under this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment solely to the extent that a delay in payment is required in order to avoid the Company determines that paying such amounts at the time or times indicated in imposition of any tax under Section 409A, if a payment obligation under this Agreement would result arises on account of Executive’s “separation from service” (within the meaning of Section 409A) in a prohibited distribution under Section 409A(a)(2)(b)(i) of good faith by the Code. If the Bank’s Board, then payment of any amount or benefit provided under this Agreement that is considered to be non-qualified deferred compensation for purposes of Section 409A and that is scheduled to be paid within six (6) months after such amounts is delayed as a result of the previous sentence, then separation from service shall be paid without interest on the first business day after the date that is six (6) months following the end Executive’s separation from service. (vii) Notwithstanding any other provision of such six-month period, the Company shall pay Executive a lump-sum amount equal this Agreement to the cumulative contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” subject to Section 409A be subject to offset, counterclaim or recoupment by any other amount that would have otherwise been payable to Executive during such six-month periodunless otherwise permitted by Section 409A. (viii) Executive hereby acknowledges that the Executive has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to Executive of all payments pursuant to this Agreement, plus interest at including any adverse tax consequences or penalty taxes under Section 409A and corresponding provisions of applicable state tax law. Executive hereby acknowledges and agrees that no representations have been made to Executive relating to the then-tax treatment of any payment pursuant to this Agreement under Section 409A and the corresponding provisions of any applicable prime ratestate income tax laws.

Section 409A Compliance. This Agreement is intended to comply with, or be exempt from, the requirements of section 409A of the Code, and shall in all respects be administered in accordance with section 409A. Notwithstanding anything contained herein in the Agreement to the contrary, distributions may only be made under the Executive shall not Agreement upon an event and in a manner permitted by section 409A of the Code or an applicable exemption. All payments to be considered to have terminated made upon a termination of employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would may only be considered to have incurred made upon a “separation from service” from Hercules Offshoreunder section 409A. For purposes of section 409A of the Code, Inc. within the meaning right to a series of Section 409A. Notwithstanding anything in payments under this Agreement shall be treated as a right to a series of separate payments. In no event may ▇▇▇▇▇▇▇, directly or indirectly, designate the contrary, if the Board determines, upon advice calendar year of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. a payment. All reimbursements pursuant to and in-kind benefits provided under this Agreement shall be made or provided in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specificallyrequirements of section 409A of the Code, including, where applicable, the amounts reimbursed under Sections 4(b)(vrequirement that (i) any reimbursement shall be for expenses incurred during ▇▇▇▇▇▇▇’▇ lifetime (or as part during a shorter period of time specified in this Agreement), (ii) the Welfare Benefit Continuation amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Executive’s taxable a calendar year may not affect the amounts reimbursed expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year calendar year, (except that total reimbursements may be limited by a lifetime maximum under a group health plan), iii) the reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s taxable calendar year following the taxable year in which the expense was is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything to If, notwithstanding the contrary in provisions of this AgreementSection 13, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during payment of “non-qualified deferred compensation” (within the six (6)-month period following his termination meaning of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) section 409A of the Code) under the Existing Agreement that is deemed to be made to ▇▇▇▇▇▇▇ pursuant to this Agreement is determined to be subject to the additional 20% tax imposed under section 409A of the Code by the U.S. Internal Revenue Service or a court of competent jurisdiction, then RAI shall pay ▇▇▇▇▇▇▇ an amount equal to such additional 20% tax. If the payment of any ▇▇▇▇▇▇▇ becomes entitled to such amounts is delayed as a result of the previous sentencepayment, then on the first day following such payment will be made to ▇▇▇▇▇▇▇ not later than the end of such six-month period, ▇▇▇▇▇▇▇’▇ taxable year next following the Company shall pay Executive a lump-sum amount equal to taxable year in which ▇▇▇▇▇▇▇ remits the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime ratetaxes.

Section 409A Compliance. Notwithstanding anything contained herein (a) This Agreement is intended to comply with the requirements of Section 409A of the Code (together with the applicable regulations thereunder, “Section 409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A or to the contraryextent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision will be read, or will be modified (with the Executive shall mutual consent of the parties, which consent will not be considered to have terminated employment with Hercules Offshoreunreasonably withheld), Inc. for purposes of this Agreement and no as the case may be, in such a manner so that all payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning will comply with Section 409A. For purposes of Section 409A. Notwithstanding anything in 409A, each payment made under this Agreement to will be treated as a separate payment. In no event may Executive, directly or indirectly, designate the contrary, if the Board determines, upon advice calendar year of counsel, that any provision of payment. (b) All reimbursements provided under this Agreement does not, will be made or provided in whole or in part, satisfy accordance with the requirements of Section 409A, the Boardincluding, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modificationswhere applicable, the Board shall seek to minimize requirement that (i) any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation reimbursement is for expenses incurred during the Executive’s taxable lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the amounts reimbursed expenses eligible for reimbursement in any other taxable year calendar year, (except that total reimbursements may be limited by a lifetime maximum under a group health plan), iii) the reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s taxable calendar year following the taxable year in which the expense was is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. (c) Executive further acknowledges that any tax liability incurred by Executive under Section 409A of the Code is solely the responsibility of Executive. (d) Notwithstanding any provision of this Agreement to the contrary, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees” (as defined in Section 409A) any payment on account of Executive’s separation from service that would otherwise be due hereunder within six months after such separation will nonetheless be delayed until the first business day of the seventh month following Executive’s date of termination and the first such payment will include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction. Notwithstanding anything contained herein to the contrary in this Agreementcontrary, no compensation or benefits, including without limitation any severance payments or benefits, shall Executive will not be paid considered to Executive during the six (6)-month period following his termination of have terminated employment to the extent that with the Company determines that paying such amounts at the time or times indicated in this Agreement for purposes of Section 7 hereof unless he would result in be considered to have incurred a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, “separation from service” from the Company shall pay Executive a lump-sum amount equal to within the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rate.meaning of Section 409A.

Section 409A Compliance. Notwithstanding anything contained herein This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the contraryInternal Revenue Code (“Section 409A”). The Company and you agree to execute any and all amendments to this Agreement as mutually agreed in good faith that may be necessary to ensure compliance with the provisions of Section 409A. The preceding provisions, the Executive however, shall not be considered construed as a guarantee by the Company of any particular tax effect to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive you under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements Agreement. For purposes of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate right to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to a series of installment payments under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at treated as a specified time or on a fixed schedule relative right to a permissible payment eventseries of separate payments. SpecificallyWith respect to any reimbursement of expenses of, or any provision of in-kind benefits to you as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the amounts reimbursed under Sections 4(b)(vfollowing conditions: (1) the expenses eligible for reimbursement or as part the amount of the Welfare Benefit Continuation during the Executive’s in-kind benefits provided in one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), 2) the reimbursement of an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (3) the right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything No amount payable pursuant to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, Agreement which constitutes a “deferral of compensation” subject to Section 409A shall be paid to Executive during the six (6)-month period following his termination unless and until you first incur a “separation from service” for purposes of employment Section 409A. Further, to the extent that you are a specified employee” (as defined in Section 409A) as of the Company determines date of your separation from service, no amount that paying constitutes a deferral of compensation which is payable on account of your separation from service shall paid to you before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of your separation from service or, if earlier, the date of your death following such separation from service. All such amounts at that would, but for this Section, become payable prior to the time Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. This Amendment does not delete, terminate or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) replace any provision of the Code. If the payment of any such amounts is delayed Agreement except as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime ratespecifically provided herein.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his her termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rate.

Section 409A Compliance. Notwithstanding anything contained herein (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the contrarymaximum extent ACTIVE 258225778v.6 possible, under either the Executive shall not be considered separation pay exemption pursuant to have terminated employment with Hercules Offshore, Inc. for purposes Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4). Notwithstanding any provision of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if in the Board determinesevent that the Company determines that any compensation or benefits payable or provided under this Agreement may be subject to Section 409A of the Code, upon advice of counselthe Company shall adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that any provision of the Company reasonably determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement does not, in whole from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or in part, satisfy (ii) comply with the requirements of or correct the Agreement to reduce the penalties under Section 409A, 409A of the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall Code. (b) Any reimbursement payments will be made promptly and in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that Company policy; however, in no event will reimbursement payments be made later than the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part end of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The amounts eligible for reimbursement provided in one taxable year will not affect the amounts eligible for reimbursement provided in any other taxable year, and the right to reimbursement is will not be subject to liquidation or exchange for another benefit. Notwithstanding anything . (c) For purposes of Section 409A of the Code, the Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (d) To the extent any amounts under this Agreement are payable by reference to termination of employment, Date of Termination, or similar terms, such term shall be deemed to refer to a “separation from service,” within the meaning of Section 409A of the Code. (e) Any provision of this Agreement to the contrary in this Agreementnotwithstanding, no compensation or benefitsif at the time of the Executive’s separation from service, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in Executive is a prohibited distribution under “specified employee” (within the meaning of Section 409A(a)(2)(b)(i) 409A of the Code. If ), then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of any such amounts is delayed as a result separation from service would be considered nonqualified deferred compensation under Section 409A of the previous sentenceCode, then on such payment or benefit shall be paid or provided at the first date which is the earlier of (i) six months and one day following after such separation from service and (ii) the end date of such six-month periodthe Executive's death (the “Delay Period”). Upon the expiration of the Delay Period, the Company shall pay Executive a lump-sum amount equal all payments and benefits delayed pursuant to the cumulative amount that this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive in a lump-sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (f) If the 60-day release timing period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”), then any payments subject to Section 409A of the Code that would otherwise occur during such sixthe portion of the Crossover 60-month period, plus interest at Day Period that falls within the thenfirst year will be delayed and paid in a lump sum during the portion of the Crossover 60-applicable prime rate.Day Period that falls within the second year. ACTIVE 258225778v.6

Section 409A Compliance. (a) The intent of the parties is that payments and benefits under this Employment Agreement comply with, or be exempt from, Section 409A and, accordingly, to the maximum extent permitted, this Employment Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefor) that the Executive believes that any provision of this Employment Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with the Executive, reform such provision to try to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Section 409A. (b) Notwithstanding anything contained herein to the contrarycontrary or otherwise, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due except to the Executive under extent any expense or reimbursement described in this Employment Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred does not constitute a “separation from servicedeferral of compensation” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything 409A, any expense or reimbursement described in this Employment Agreement shall meet the following requirements: (i) the amount of expenses eligible for reimbursement provided to the contrary, if Executive during any calendar year will not affect the Board determines, upon advice amount of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability expenses eligible for reimbursement to the Executive in any other calendar year; (ii) the event an additional tax, earlier tax or additional penalties are imposed on reimbursements for expenses for which the Executive pursuant is entitled to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable calendar year following the taxable calendar year in which the applicable expense was is incurred, and ; (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit; and (iv) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses. (c) If the Executive is not a “specified employee” for purposes of Section 409A, any Severance Amount required to be paid pursuant to Section 15(c) which is subject to liquidation or exchange for another benefit. Notwithstanding anything to Section 409A as nonqualified deferred compensation, and not exempt from the contrary in this Agreement, no definition of deferred compensation or benefits, including without limitation any severance payments or benefitsunder Treasury Regulation Section 1.409A-1(b)(9)(iii), shall be paid commence on the day after the first to Executive during occur of (i) the day which is six months from the Termination Date, (6)-month period following his termination of employment to ii) the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) date of the CodeExecutive’s death (the “Delay Period”). If Upon the payment of any such amounts is delayed as a result expiration of the previous sentenceDelay Period, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal all payments and benefits delayed pursuant to the cumulative amount that this Section 16(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive during such six-month periodin a lump sum, plus interest at and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the then-applicable prime ratenormal payment dates specified for them herein. For purposes of this Employment Agreement, the terms “terminate,” “terminated” and “termination” mean a termination of the Executive’s employment that constitutes a “separation from service” within the meaning of the default rules under Section 409A. For purposes of Section 409A, the right to a series of installment payments under this Employment Agreement shall be treated as a right to a series of separate payments.

Section 409A Compliance. Notwithstanding anything contained herein A. This Separation Agreement is intended to comply with the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning requirements of Section 409A. Notwithstanding anything in this Agreement to 409A of the contraryInternal Revenue Code of 1986, if as amended (the Board determines, upon advice of counsel, “Code”) and regulations promulgated thereunder (“Section 409A”). To the extent that any provision in this Separation Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that no payments due under this Separation Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of Executive’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the Expiration Date and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. For purposes of Section 409A, each payment made under this Separation Agreement does not, shall be treated as a separate payment. In no event may the Executive directly or indirectly designate the calendar year of payment. B. All reimbursements provided under this Separation Agreement shall be made or provided in whole or in part, satisfy accordance with the requirements of Section 409A, the Boardincluding, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modificationswhere applicable, the Board shall seek to minimize requirement that (i) any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation reimbursement is for expenses incurred during the Executive’s taxable lifetime (or during a shorter period of time specified in this Separation Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the amounts reimbursed expenses eligible for reimbursement in any other taxable year calendar year, (except that total reimbursements may be limited by a lifetime maximum under a group health plan), iii) the reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s taxable calendar year following the taxable year in which the expense was is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rate.

Section 409A Compliance. Notwithstanding anything contained herein (a) This Agreement is intended to comply with, or otherwise be exempt from, Code Section 409A (together with the contraryTreasury Regulations and other agency guidance promulgated thereunder, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes “Code Section 409A”). (b) All provisions of this Agreement and no payments shall be due administered, interpreted and construed in a manner consistent with the requirements to avoid the Executive imposition of any additional tax, penalty or interest under this Agreement or any policy or plan of Hercules Offshore, Inc. as Code Section 409A. (c) If the Company determines in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, good faith that any provision of this Agreement does notwould cause you to incur an additional tax, in whole penalty or in part, satisfy the requirements of interest under Code Section 409A, the BoardCompany and you shall use reasonable efforts to reform such provision, if possible, in its sole discretiona mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Code Section 409A or causing the imposition of such additional tax, may unilaterally modify penalty or interest under Code Section 409A. (d) Notwithstanding anything herein to the contrary, however, the Company does not guarantee any particular tax effect to you under this Agreement, and we shall not be liable to you for any payment or benefit paid under this Agreement that is determined to result in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax penalty or additional penalties are imposed on the Executive pursuant to interest under Code Section 409A. All reimbursements pursuant to 409A, nor for reporting in good faith any payment or benefit made under this Agreement shall be made as an amount includible in accordance with Treasury Regulation §1.409A-3(i)(1)(ivgross income under Code Section 409A. (e) such that Any reimbursement of expenses of or any provision of in-kind benefits to you, as specified under this Agreement, is subject to the reimbursements will be deemed payable at a specified time following conditions: (i) the expenses eligible for reimbursement or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part amount of the Welfare Benefit Continuation during the Executive’s in-kind benefits provided in one taxable year may do not affect the amounts reimbursed expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (year, except that total reimbursements may be limited by a lifetime maximum under a group health plan), for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Code Section 105(b); (ii) we shall reimburse an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which you incurred the expense was incurred, expense; and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything . (f) “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement means your “separation from service” (as defined under Code Section 409A) for purposes of any payment or benefit under this Agreement that is a payment of deferred compensation subject to Code Section 409A. (g) If a payment obligation under this Agreement arises on account your separation from service while you are a “specified employee” (as defined under Code Section 409A and determined in good faith by the Board), any payment of “deferred compensation” (as defined under Treasury Regulation § 1.409A-1(b)(1), after giving effect to the contrary exemptions in Treasury Regulation § 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid (whether in a lump sum or in installments) within 6 months after your separation from service will, to the extent required by Code Section 409A, be paid within 15 days after the end of the 6-month period beginning on the date of your separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of your estate following your death. Any such amount shall, within five days after your separation from service, be contributed to the trustee of a “rabbi trust” (i.e., an unfunded arrangement designed to comply with Revenue Procedure 92-64), held by the trustee pursuant to the terms of such trust and paid to you in a lump sum, with interest (based on the “prime rate” as published in The Wall Street Journal, such rate calculated as of the first day that payments are made to you out of the trust). (h) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty days following the Termination Date”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If under this Agreement, no compensation an amount is paid in two or benefitsmore installments, including without limitation any severance payments or benefits, each installment shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed treated as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateseparate payment.

Section 409A Compliance. (i) This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither NCI nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of Section 409A of the Code. (ii) Notwithstanding anything contained herein in this Agreement to the contrary, to the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of this Agreement and no payments shall Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be due to the Executive under this Agreement payable or any policy or plan distributable hereunder by reason of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on Executive’s termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to Executive by reason of such circumstance unless the Executive would be considered circumstances giving rise to have incurred a such termination of employment meet any description or definition of “separation from service,” from Hercules Offshorein Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Non-Exempt Deferred Compensation upon a termination of employment, Inc. within however defined. If this provision prevents the meaning payment or distribution of Section 409A. any Non-Exempt Deferred Compensation, such payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event. (iii) Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, any amount or benefit that any provision of would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement does notby reason of Executive’s separation from service during a period in which he is a Specified Employee (as defined below), in whole then, subject to any permissible acceleration of payment by NCI under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or in part, satisfy (j)(4)(vi) (payment of employment taxes): (A) the requirements amount of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, Non-Exempt Deferred Compensation that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall would otherwise be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rate.period immediately following Executive’s separation from service

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of The Parties agree that this Agreement and no payments shall be due to the Executive under this Agreement interpreted and administered in a manner so that any amount or any policy benefit payable hereunder shall be paid or plan of Hercules Offshoreprovided in a manner that is exempt from, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contraryor, if the Board determinesthat is not possible, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy then compliant with the requirements of Section 409A409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued there under (and any applicable transition relief under Section 409A of the Code). Nevertheless, the Boardtax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company, in its sole discretionnor their respective managers, may unilaterally modify members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement in such manner shall, for purposes of Section 409A of the Code, be treated as it deems appropriate a right to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. a series of separate payments. All reimbursements pursuant to and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part requirements of Section 409A of the Welfare Benefit Continuation Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this letter), (ii) the Executive’s taxable amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the amounts reimbursed expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year calendar year, (except that total reimbursements may be limited by a lifetime maximum under a group health plan), iii) the reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s taxable calendar year following the taxable year in which the expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding Additionally, notwithstanding anything in this Agreement to the contrary in contrary, any separation payments under this Agreement, and any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of Separation from Service in Section 409A of the Code (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant Separation from Service. In the event that You are a “specified employee” (as described in Section 409A of the Code), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A of the Code and would otherwise be payable upon Your Separation from Service (as described in Section 409A of the Code), then no compensation such payment or benefitsbenefit shall be made before the date that is six (6) months after Your Separation from Service (or, including without limitation any severance payments if earlier, the date of Your death). Any payment or benefits, benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time out or times indicated in this Agreement would result provided in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following single lump sum at the end of such six-month period, the Company shall pay Executive a lump-sum amount equal required delay period in order to catch up to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateoriginal payment schedule.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. The parties intend for purposes of this Agreement either to satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and no payments this Agreement shall be due to the Executive under construed and interpreted accordingly. If this Agreement either fails to satisfy the requirements of Section 409A or any policy is not exempt from the application of Section 409A, then the parties hereby agree to amend or plan to clarify this Agreement in a timely manner so that this Agreement either satisfies the requirements of Hercules Offshore, Inc. as in effect Section 409A or is exempt from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning application of Section 409A. Executive Employment Agreement – ▇. ▇▇▇▇▇▇ April 14, 2008 (a) Notwithstanding anything any provision in this Agreement to the contrary, if in the Board determinesevent Executive is a “specified employee” as defined in Section 409A, upon advice of counselany Severance Payment, that any provision of severance benefits or other amounts payable under this Agreement does notthat would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) of the Code shall be delayed by six months such that the first payment is made no earlier that the first date of the seventh month following the date of Executive’s termination of employment (or the date of Executive’s death, in whole or in part, satisfy if earlier). (b) To ensure satisfaction of the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i409A(b)(3) of the Code. If , assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of amounts payable under this Agreement. (c) Company hereby informs Executive that the federal, state, local and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of this Agreement are complex and subject to change. Executive hereby acknowledges that Company has advised Executive that Executive should consult with Executive’s own personal tax or financial advisor in connection with this Agreement and its tax consequences. Executive understands and agrees that Company has no obligation and no responsibility to provide Executive with any such amounts is delayed as a result tax or other legal advice in connection with this Agreement. Executive agrees that Executive shall bear sole and exclusive responsibility for any and all adverse federal, state, local and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of the previous sentencethis Agreement, then on the first day following the end of such six-month period, the and fully indemnifies and holds Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateharmless therefor.

Section 409A Compliance. Notwithstanding anything contained herein (i) The intent of the parties is that payments and benefits under this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the contrarymaximum extent permitted, this Agreement shall be interpreted and administered to be exempt from or in compliance therewith. In no event whatsoever shall Acadia or any of the Subsidiaries be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) A termination of employment shall not be considered deemed to have terminated employment with Hercules Offshore, Inc. occurred for purposes of any provision of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for the payment of any amounts on or benefits upon or following a termination of employment, employment unless the Executive would be considered to have incurred such termination is also a “separation from service” from Hercules Offshore, Inc. within the meaning of Code Section 409A. Notwithstanding anything in this Agreement to the contrary409A and, if the Board determines, upon advice for purposes of counsel, that any such provision of this Agreement does notAgreement, in whole references to a “termination,” “termination of employment,” “termination of the Employment Period” or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board like terms shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax mean “separation from service.” (iii) All expenses or additional penalties are imposed on the Executive pursuant to Section 409A. All other reimbursements pursuant to under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before prior to the last day of the Executive’s taxable year following the taxable year in which such expenses were incurred by Executive (provided that if any such reimbursements constitute taxable income to Executive, such reimbursements shall be paid no later than March 15th of the expense was calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the right expenses eligible for reimbursement in any other taxable year. (iv) Whenever a payment under this Agreement specifies a payment period with reference to reimbursement is not subject to liquidation or exchange for another benefit. a number of days (e.g., “payment shall be made within fifteen (15) days following the Termination Date”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (v) Notwithstanding anything any other payment schedule provided herein to the contrary contrary, if Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall be made on the date which is the earlier of (a) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive and (b) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence (whether they otherwise would have been payable in this Agreement, no compensation a single sum or benefits, including without limitation any severance payments or benefits, in installments in the absence of such delay) shall be paid to Executive during in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the six (6)-month period following his termination normal payment dates specified for them herein. In addition, if Executive is a “specified employee,” to the extent that welfare benefits to be provided to Executive pursuant to this Agreement are not “disability pay,” “death benefit” plans or non-taxable medical benefits within the meaning of employment Treasury Regulation Section 1.409A-1(a)(5) or other benefits not considered nonqualified deferred compensation within the meaning of that regulation, such provision of benefits shall be delayed until the end of the Delay Period. Notwithstanding the foregoing, to the extent that the Company determines previous sentence applies to the provision of any ongoing health or welfare benefits that paying such amounts at would not be required to be delayed if the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) premiums were paid by Executive, Executive shall pay the full cost of the Code. If premiums for such benefits during the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, Delay Period and the Company shall pay Executive a lump-sum an amount equal to the cumulative amount that would have otherwise been payable to of such premiums paid by Executive during such six-month period, plus interest at the then-applicable prime rateDelay Period within ten (10) days after the end of the Delay Period.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of this The Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. (as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate amended) is intended to comply with Section 409A; provided409A of the Internal Revenue Code of 1986, that as amended (the “Code”) and the regulations thereunder to the extent such section is applicable. If any ambiguity exists in making any such modificationsthe Agreement (as amended), the Board Agreement shall seek be interpreted to minimize any adverse economic consequences be consistent with this purpose. Notwithstanding anything to the contrary in this Agreement and consistent with the intention to comply with Section 409A of the Code: (a) (i) the amount of Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive ’s expenses eligible for reimbursement during a taxable year pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv5.1 and the continuation of medical, dental and life insurance coverages under Section 6.2(iii) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically(collectively, the amounts reimbursed under Sections 4(b)(v“Reimbursable Expenses”) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed Executive’s expenses eligible for reimbursement in any other taxable year year; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), ii) the reimbursement of an eligible expense shall Reimbursable Expenses must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, ; and the (iii) Executive’s right to reimbursement is or continuation of benefits for Reimbursable Expenses shall not be subject to liquidation or exchange for another benefit; and (b) Executive shall not be entitled to reimbursement of outplacement services pursuant to Section 6.5 commencing on the date that is two years after the effective date of Executive’s separation from service. Neither Executive nor any creditor or beneficiary of Executive shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any affiliate to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. 5. This Amendment, together with the Agreement, contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings, inducements or conditions, express or implied, oral or written, except as expressly herein contained. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof. The Agreement, as amended by this Amendment, may not be modified or amended other than by an agreement in writing. Notwithstanding anything the foregoing, nothing herein shall limit the application of any generally applicable Company policy, practice, plan or the terms of any manual or handbook applicable to the contrary Company’s employees generally. 6. This Amendment and the Agreement shall be governed by and construed and in this accordance with the internal laws of the State of Delaware without regard to conflicts of laws provisions thereof. 7. This Agreement, no compensation as amended by this Amendment, may be amended, modified, superseded, canceled, renewed, or benefits, including without limitation any severance payments extended and the terms or benefits, shall be paid to Executive during the six (6)-month period following his termination covenants of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in may be waived, only by a prohibited distribution under Section 409A(a)(2)(b)(i) written instrument executed by all of the Codeparties hereto, or in the case of a waiver, by the party waiving compliance. 8. If This Amendment may be executed in any number of counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime ratesame instrument.

Section 409A Compliance. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the Executive extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Grantee shall not be considered to have terminated employment separated from service with Hercules Offshore, Inc. the Company or its Subsidiaries for purposes of this Agreement and no payments payment or settlement shall be due to the Executive Grantee under this Agreement or any policy or plan on account of Hercules Offshore, Inc. as in effect a separation from time to time providing for payment of amounts on termination of employment, unless service until the Executive Grantee would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. the Company or its Subsidiaries within the meaning of Section 409A. Notwithstanding anything 409A of the Code. Any payments described in this Agreement to that are due within the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, “short-term deferral period” as defined in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part 409A of the Welfare Benefit Continuation during the Executive’s taxable year may Code shall not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement is not subject to liquidation or exchange for another benefittreated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that any RSUs are payable upon a separation from service and such payment would result in the imposition of any individual income tax and late interest charges imposed under Section 409A of the Code, the settlement and payment of such awards shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company determines makes no representation that paying such amounts at any or all of the time or times indicated payments described in this Agreement would result in a prohibited distribution will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A(a)(2)(b)(i) 409A of the Code. If Notwithstanding any provision in this Agreement or the payment of Plan to the contrary, with respect to any such amounts is delayed as a result Award (or portion thereof) that constitutes deferred compensation under Section 409A of the previous sentenceCode, then to the extent required to avoid additional tax under Section 409A of the Code with respect to such Award, the Change in Control must also be a “change in control event” described in Treasury Regulations Section 1.409A-3(i)(5) or successor guidance. If all or a portion of an Award constitutes deferred compensation under Section 409A of the Code and such Award (or portion thereof) is to be settled, distributed or paid on an accelerated basis due to a Change in Control event that is not a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5) or successor guidance, if such settlement, distribution or payment would result in additional tax under Section 409A of the Code, such Award (or the portion thereof) shall vest at the time of the Change of Control (provided such accelerated vesting will not result in additional tax under Section 409A of the Code), but settlement, distribution or payment, as the case may be, shall not be accelerated. Notifications A2 Terms and Conditions Applicable to All Non-U.S. Jurisdictions A2 Terms and Conditions Applicable to Argentina A4 Terms and Conditions Applicable to Australia A5 Terms and Conditions Applicable to Belgium A5 Terms and Conditions Applicable to Brazil A5 Terms and Conditions Applicable to Canada A5 Terms and Conditions Applicable to Chile A6 Terms and Conditions Applicable to China (For PRC National Grantees) A7 Terms and Conditions Applicable to Colombia A8 Terms and Conditions Applicable to Croatia A8 Terms and Conditions Applicable to Czech Republic A8 Terms and Conditions Applicable to Denmark A8 Terms and Conditions Applicable to Egypt A9 Terms and Conditions Applicable to Finland A9 Terms and Conditions Applicable to France A9 Terms and Conditions Applicable to Germany A9 Terms and Conditions Applicable to Guatemala A9 Terms and Conditions Applicable to Hong Kong A9 Terms and Conditions Applicable to India A10 Terms and Conditions Applicable to Indonesia A10 Terms and Conditions Applicable to Ireland A10 Terms and Conditions Applicable to Italy A11 Terms and Conditions Applicable to Japan A12 Terms and Conditions Applicable to Malaysia A12 Terms and Conditions Applicable to Mexico A15 Terms and Conditions Applicable to the Netherlands A16 Terms and Conditions Applicable to Pakistan A16 Terms and Conditions Applicable to Panama A16 Terms and Conditions Applicable to Philippines A17 Terms and Conditions Applicable to Poland A17 Terms and Conditions Applicable to Russia A17 Terms and Conditions Applicable to Saudi Arabia A17 Terms and Conditions Applicable to Singapore A17 Terms and Conditions Applicable to South Africa A18 Terms and Conditions Applicable to South Korea A19 Terms and Conditions Applicable to Spain A20 Terms and Conditions Applicable to Sweden A22 Terms and Conditions Applicable to ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Terms and Conditions Applicable to Taiwan A22 Terms and Conditions Applicable to Thailand A22 Terms and Conditions Applicable to Turkey A23 Terms and Conditions Applicable to United Kingdom A23 Terms and Conditions Applicable to Venezuela A24 This Appendix includes the following additional terms and conditions that govern the Grantee’s Award Units for all Grantees that reside and/or work outside of the United States. Notifications This Appendix also includes notifications regarding exchange controls and other regulatory issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. The information is based on the first day following securities, exchange control and other laws in effect in the end respective countries as of such six-month periodNovember 2018. Such laws are often complex and change frequently. As a result, the Company shall pay Executive a lump-sum amount equal strongly recommends that the Grantee not rely on the information in this Appendix as the only source of information relating to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest consequences of the Grantee’s participation in the Plan because the information may be out of date at the thentime that the Stock Unit Awards ("Award Units") vest, or shares of Common Stock (“Shares”) are delivered in settlement of the Award Units, or the Grantee sells any Shares acquired under the Plan. In addition, the information contained herein is general in nature and may not apply to the Grantee’s particular situation, further the Company, its Subsidiaries, nor the Company’s stock plan administrator (“Administrator”) is in a position to assure the Grantee of a particular result. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in the Grantee’s country of residence and/or work may apply to the Grantee’s situation. Finally, if the Grantee transfers employment after the Date of Grant, or is considered a resident of another country for local law purposes following the Date of Grant, the notifications contained herein may not be applicable to the Grantee, and the Administrator shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to the Grantee. Terms and Conditions Applicable to All Non-applicable prime rate.U.S. Jurisdictions

Section 409A Compliance. Notwithstanding anything contained herein (i) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the contrarymaximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall Company or any of the Subsidiaries be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) A termination of employment shall not be considered deemed to have terminated employment with Hercules Offshore, Inc. occurred for purposes of any provision of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for the payment of any amounts on or benefits upon or following a termination of employment, employment unless the Executive would be considered to have incurred such termination is also a “separation from service” from Hercules Offshore, Inc. within the meaning of Code Section 409A. Notwithstanding anything in this Agreement to the contrary409A and, if the Board determines, upon advice for purposes of counsel, that any such provision of this Agreement does notAgreement, in whole references to a “termination,” “termination of employment,” “termination of the Term” or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board like terms shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax mean “separation from service.” (iii) All expenses or additional penalties are imposed on the Executive pursuant to Section 409A. All other reimbursements pursuant to under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before prior to the last day of the Executive’s taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive (provided that if any such reimbursements constitute taxable income to Executive, and the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to Executive during be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the six expenses eligible for reimbursement in any other taxable year. (6)-month period following his termination iv) For purposes of employment Code Section 409A, Executive’s right to the extent that the Company determines that paying such amounts at the time or times indicated in receive any installment payment pursuant to this Agreement would result in shall be treated as a prohibited distribution right to receive a series of separate and distinct payments. (v) Whenever a payment under Section 409A(a)(2)(b)(ithis Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within fifteen (15) days following the Termination Date”), the actual date of payment within the specified period shall be within the sole discretion of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateCompany.

Section 409A Compliance. Notwithstanding anything contained herein (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the contrarymaximum extent permitted, the this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) Termination of employment shall not be considered deemed to have terminated employment with Hercules Offshore, Inc. occurred for purposes of any provision of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for the payment of any amounts on or benefits upon or following a termination of employment, employment unless the Executive would be considered to have incurred such termination is also a “separation from service” from Hercules Offshore, Inc. within the meaning of Code Section 409A. Notwithstanding anything in this Agreement to the contrary409A and, if the Board determines, upon advice for purposes of counsel, that any such provision of this Agreement does notAgreement, in whole references to a “termination,” “termination of employment” or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board like terms shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax mean “separation from service.”All expenses or additional penalties are imposed on the Executive pursuant to Section 409A. All other reimbursements pursuant to under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before prior to the last day of the Executive’s taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive (provided that if any such reimbursements constitute taxable income to Executive, and the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to Executive during be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the six expenses eligible for reimbursement in any other taxable year. (6)-month c) For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (d) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g. “payment shall be made within 30 days following his termination the date of employment termination”), the actual date of payment within the specified period shall be within the sole discretion of Company. Notwithstanding any other provision of this Agreement to the extent that the Company determines that paying such amounts at the time or times indicated contrary, in no event shall any payment under this Agreement would result in a prohibited distribution under that constitutes “deferred compensation” for purposes of Code Section 409A(a)(2)(b)(i) of the Code. If the 409A be offset by any other payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal pursuant to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime ratethis Agreement or otherwise.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of The Parties agree that this Agreement and no payments shall be due to the Executive under this Agreement interpreted and administered in a manner so that any amount or any policy benefit payable hereunder shall be paid or plan of Hercules Offshoreprovided in a manner that is exempt from, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contraryor, if the Board determinesthat is not possible, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy then compliant with the requirements of Section 409A409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the Boardtax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, in its sole discretionmembers, may unilaterally modify officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement in such manner shall, for purposes of Section 409A of the Code, be treated as it deems appropriate a right to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. a series of separate payments. All reimbursements pursuant to and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part requirements of Section 409A of the Welfare Benefit Continuation Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this agreement), (ii) the Executive’s taxable amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the amounts reimbursed expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year calendar year, (except that total reimbursements may be limited by a lifetime maximum under a group health plan), iii) the reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s taxable calendar year following the taxable year in which the expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding Additionally, notwithstanding anything in this Agreement to the contrary in contrary, any separation payments under this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six Agreement (6)-month period following his termination of employment to the extent that they constitute “deferred compensation” under Section 409A of the Company determines Code and applicable regulations), and any other amount or benefit that paying would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such amounts at circumstance unless the time circumstances giving rise to such termination meet any description or times indicated definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” In the event that You are a “specified employee” (as described in Code Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Code Section 409A and would result otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no such payment or benefit shall be made before the date that is six (6) months after Your “separation from service” (or, if earlier, the date of Your death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid out or provided in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following single lump sum at the end of such six-month period, the Company shall pay Executive a lump-sum amount equal required delay period in order to catch up to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateoriginal payment schedule.

Section 409A Compliance. Notwithstanding anything contained herein (a) This Agreement is intended to comply with the requirements of Section 409A of the Code (together with the applicable regulations thereunder, “Section 409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A or to the contraryextent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision will be read, or will be modified (with the Executive shall mutual consent of the parties, which consent will not be considered to have terminated employment with Hercules Offshoreunreasonably withheld), Inc. for purposes of this Agreement and no as the case may be, in such a manner so that all payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning will comply with Section 409A. For purposes of Section 409A. Notwithstanding anything in 409A, each payment made under this Agreement to will be treated as a separate payment. In no event may Executive, directly or indirectly, designate the contrary, if the Board determines, upon advice calendar year of counsel, that any provision of payment. (b) All reimbursements provided under this Agreement does not, will be made or provided in whole or in part, satisfy accordance with the requirements of Section 409A, the Boardincluding, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modificationswhere applicable, the Board shall seek to minimize requirement that (i) any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation reimbursement is for expenses incurred during the Executive’s taxable lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the amounts reimbursed expenses eligible for reimbursement in any other taxable year calendar year, (except that total reimbursements may be limited by a lifetime maximum under a group health plan), iii) the reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s taxable calendar year following the taxable year in which the expense was is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. (c) Executive further acknowledges that any tax liability incurred by Executive under Section 409A of the Code is solely the responsibility of Executive. (d) Notwithstanding any provision of this Agreement to the contrary, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees” (as defined in Section 409A) any payment on account of Executive’s separation from service that would otherwise be due hereunder within six months after such separation will nonetheless be delayed until the first business day of the seventh month following Executive’s date of termination and the first such payment will include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the Date of Termination. Notwithstanding anything contained herein to the contrary in this Agreementcontrary, no compensation or benefits, including without limitation any severance payments or benefits, shall Executive will not be paid considered to Executive during the six (6)-month period following his termination of have terminated employment to the extent that with the Company determines that paying such amounts at the time or times indicated in this Agreement for purposes of Section 8 hereof unless he would result in be considered to have incurred a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, “separation from service” from the Company shall pay Executive a lump-sum amount equal to within the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rate.meaning of Section 409A.

Section 409A Compliance. Notwithstanding anything contained herein This Agreement is intended to the contrary, the Executive shall not be considered to have terminated employment comply with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, 409A of the Board, Code or an exemption or exclusion therefrom and shall in its sole discretion, may unilaterally modify all respects be administered in accordance with Section 409A of the Code. Each payment under this Agreement in such manner shall be treated as it deems appropriate a separate payment for purposes of Section 409A of the Code. In no event may you, directly or indirectly, designate the calendar year of any payment to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences be made under this Agreement. If you die following your date of termination and prior to the Executivepayment of any amounts delayed on account of Section 409A of the Code, and the Company such amounts shall have no liability be paid to the Executive in personal representative of your estate within 30 days after the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. date of your death. All reimbursements pursuant to and in-kind benefits provided under this Agreement shall be made or provided in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part requirements of Section 409A of the Welfare Benefit Continuation during Code, including, without limitation, that (a) in no event shall reimbursements by the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum Corporation under a group health plan), the reimbursement of an eligible expense shall this Agreement be made on or before later than the last day end of the Executive’s taxable calendar year next following the taxable calendar year in which the expense was applicable fees and expenses were incurred, provided, that you shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (b) the amount of in-kind benefits that the Corporation is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Corporation is obligated to pay or provide in any other calendar year; (c) your right to reimbursement is have the Corporation pay or provide such reimbursements and in-kind benefits may not subject be liquidated or exchanged for any other benefit; and (d) in no event shall the Corporation’s obligations to liquidation make such reimbursements or exchange for another benefitto provide such in-kind benefits apply later than your remaining lifetime (or if longer, through the 20th anniversary of the date of this Agreement). Notwithstanding anything to Within the contrary time period permitted by the applicable Treasury Regulations, the Corporation may, in consultation with you, modify this Agreement, no compensation or benefitsin the least restrictive manner necessary and without any diminution in the value of the payments to you, including without limitation any severance payments or benefits, shall be paid in order to Executive during cause the six (6)-month period following his termination provisions of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under to comply with the requirements of Section 409A(a)(2)(b)(i) 409A of the Code. If , so as to avoid the payment imposition of any such amounts is delayed as a result taxes and penalties on you pursuant to Section 409A of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateCode.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of The Parties agree that this Agreement and no payments shall be due to the Executive under this Agreement interpreted and administered in a manner so that any amount or any policy benefit payable hereunder shall be paid or plan of Hercules Offshoreprovided in a manner that is exempt from, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contraryor, if the Board determinesthat is not possible, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy then compliant with the requirements of Section 409A409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the Boardtax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, in its sole discretionmembers, may unilaterally modify officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement in such manner shall, for purposes of Section 409A of the Code, be treated as it deems appropriate a right to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. a series of separate payments. All reimbursements pursuant to and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part requirements of Section 409A of the Welfare Benefit Continuation Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this Agreement), (ii) the Executive’s taxable amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the amounts reimbursed expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year calendar year, (except that total reimbursements may be limited by a lifetime maximum under a group health plan), iii) the reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s taxable calendar year following the taxable year in which the expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding __DE____ 4907-7798-1826(NC) Employee’s Initials Additionally, notwithstanding anything in this Agreement to the contrary in contrary, any separation payments under this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six Agreement (6)-month period following his termination of employment to the extent that they constitute “deferred compensation” under Section 409A of the Company determines Code and applicable regulations), and any other amount or benefit that paying would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such amounts at circumstance unless the time circumstances giving rise to such termination meet any description or times indicated definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” In the event that You are a “specified employee” (as described in Code Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Code Section 409A and would result otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no such payment or benefit shall be made before the date that is six (6) months after Your “separation from service” (or, if earlier, the date of Your death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid out or provided in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following single lump sum at the end of such six-month period, the Company shall pay Executive a lump-sum amount equal required delay period in order to catch up to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateoriginal payment schedule.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of The Parties agree that this Agreement and no payments shall be due to the Executive under this Agreement interpreted and administered in a manner so that any amount or any policy benefit payable hereunder shall be paid or plan of Hercules Offshoreprovided in a manner that is exempt from, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contraryor, if the Board determinesthat is not possible, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy then compliant with the requirements of Section 409A409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued there under (and any applicable transition relief under Section 409A of the Code). Nevertheless, the Boardtax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, in its sole discretionmembers, may unilaterally modify officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement in such manner shall, for purposes of Section 409A of the Code, be treated as it deems appropriate a right to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. a series of separate payments. All reimbursements pursuant to and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part requirements of Section 409A of the Welfare Benefit Continuation Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this letter), (ii) the Executiveamount of expenses eligible for reimbursement or in-kind benefit provided during a calendar Employee’s taxable Initials year may not affect the amounts reimbursed expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year calendar year, (except that total reimbursements may be limited by a lifetime maximum under a group health plan), iii) the reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s taxable calendar year following the taxable year in which the expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding Additionally, notwithstanding anything in this Agreement to the contrary in contrary, any separation payments under this Agreement, and any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” In the event that You are a “specified employee” (as described in Code Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Code Section 409A and would otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no compensation such payment or benefitsbenefit shall be made before the date that is six (6) months after Your “separation from service” (or, including without limitation any severance payments if earlier, the date of Your death). Any payment or benefits, benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time out or times indicated in this Agreement would result provided in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following single lump sum at the end of such six-month period, the Company shall pay Executive a lump-sum amount equal required delay period in order to catch up to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateoriginal payment schedule.

Section 409A Compliance. a. Notwithstanding anything contained herein to the contrary, the Executive intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder (“Section 409A”) and, accordingly, to the maximum extent permitted this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. The Bank shall not be considered liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for failing to comply with Section 409A. b. Termination of Executive’s employment shall not be deemed to have terminated employment with Hercules Offshore, Inc. occurred for purposes of any provision of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for the payment of any amounts on or benefits upon or following a termination of employment, employment unless the Executive would be considered to have incurred such termination is also a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary409A and, if the Board determines, upon advice for purposes of counsel, that any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” c. All expenses or other reimbursements under this Agreement does not, in whole or in part, satisfy the requirements of that would constitute nonqualified deferred compensation subject to Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement (A) shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made paid on or before prior to the last day of the Executive’s taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive, and the (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect Executive’s right to reimbursement is of any other expenses eligible for reimbursement in any other taxable year, and (C) Executive’s right to reimbursement shall not be subject to liquidation or in exchange for another any other benefit. . d. For purposes of Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. e. s (e.g., “payment shall be made within thirty (30) calendar days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Bank in order to comply with Section 409A. f. Notwithstanding anything to the contrary in any other provision under this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment solely to the extent that a delay in payment is required in order to avoid the Company determines that paying such amounts at the time or times indicated in imposition of any tax under Section 409A, if a payment obligation under this Agreement would result arises on account of Executive’s “separation from service” (within the meaning of Section 409A) in a prohibited distribution under Section 409A(a)(2)(b)(i) of good faith by the Code. If the Bank’s Board, then payment of any amount or benefit provided under this Agreement that is considered to be non-qualified deferred compensation for purposes of Section 409A and that is scheduled to be paid within six (6) months after such amounts is delayed as a result of the previous sentence, then separation from service shall be paid without interest on the first business day after the date that is six (6) months following the end Executive’s separation from service. g. Notwithstanding any other provision of such six-month period, the Company shall pay Executive a lump-sum amount equal this Agreement to the cumulative contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” subject to Section 409A be subject to offset, counterclaim or recoupment by any other amount that would have otherwise been payable to Executive during such six-month periodunless otherwise permitted by Section 409A. h. Executive hereby acknowledges that the Executive has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to Executive of all payments pursuant to this Agreement, plus interest at including any adverse tax consequences or penalty taxes under Section 409A and corresponding provisions of applicable state tax law. Executive hereby acknowledges and agrees that no representations have been made to Executive relating to the then-tax treatment of any payment pursuant to this Agreement under Section 409A and the corresponding provisions of any applicable prime ratestate income tax laws.

Section 409A Compliance. This Agreement is intended to comply with (or be exempt from, including as a “short-term deferral” under) Internal Revenue Code Section 409A (“Section 409A”), and the provisions of this Agreement shall be construed accordingly. To the extent that any in-kind benefits or reimbursements pursuant to this Agreement are taxable and constitute deferred compensation subject to Section 409A, any reimbursement payment due shall be paid on or before the last day of the Consultant’s taxable year following the taxable year in which the related expense was incurred. In addition, any such in-kind benefit or reimbursement is not subject to liquidation or exchange for another benefit and the amount of such benefit or reimbursement that the Consultant receives in one taxable year shall not affect the amount of such benefits and reimbursements that the Consultant receives in any other taxable year. The Consultant agrees to promptly submit and document any reimbursable expenses in accordance with the ​ ​ Company’s reasonable expense reimbursement policies for consultants in order to facilitate the timely reimbursement of such expenses. Notwithstanding anything contained herein any other provision of this Agreement, (i) the Company makes no representation to the contraryConsultant about the effect of Section 409A on the provisions of this Agreement or any other compensation arrangement of the Consultant, and the Company will have no liability to the Consultant in the event that either of them becomes subject to taxation (including taxes, penalties, and interest) under Section 409A (other than any reporting and/or withholding obligations that the Company may have under applicable tax law) or in the event either of them incurs other expenses on account of non-compliance or alleged non-compliance with Section 409A; (ii) if any other payments of money or provision of other benefits due to the Consultant hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise, such payment or other benefits shall be restructured, to the extent possible, in a manner determined by the Company that does not cause such an accelerated or additional tax; (iii) to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall Consultant will not be considered to have terminated employment services with Hercules Offshore, Inc. the Company for purposes of this Agreement Agreement, and no payments payment shall be due to the Executive Consultant under this Agreement or any policy or plan of Hercules OffshoreAgreement, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless until the Executive Consultant would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. the Company within the meaning of Section 409A. Notwithstanding anything in this Agreement 409A; (iv) each amount to be paid or benefit to be provided to the contraryConsultant pursuant to this Agreement, if the Board determineswhich constitutes deferred compensation subject to Section 409A, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements shall be construed as a separate identified payment for purposes of Section 409A, ; and (v) if the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Consultant is a “specified employee” within the meaning of Section 409A; provided, that in making any such modifications, 409A at the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the ExecutiveConsultant’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan)separation from service, the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated Consultant agrees it is required in this Agreement would result in a prohibited distribution order to avoid accelerated taxation and/or tax penalties under Section 409A(a)(2)(b)(i) of 409A, amounts otherwise payable upon the Code. If Consultant’s separation from service shall be delayed until the payment of any such amounts is delayed as a result of date six months and one day after the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateConsultant’s separation from service.

Section 409A Compliance. Notwithstanding anything contained herein Solely to the contraryextent necessary to comply with Section 409A of the Code, any amounts payable to you pursuant this Agreement during the Executive period beginning on your Date of Termination and ending on the six-month anniversary of such date shall be delayed and not paid to you until the first business day following such sixth-month anniversary date, at which time such delayed amounts will be considered paid to have terminated employment with Hercules Offshore, Inc. for purposes you in a cash lump sum (the “ Catch-up Amount ”). If payment of an amount is delayed as a result of this Agreement and no payments Section 10, such amount shall be due increased with interest from the date on which such amount would otherwise have been paid to you but for this Section 10 to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement day prior to the contrarydate the Catch-up Amount is paid. The rate of interest shall be the applicable short-term federal rate applicable under Section 7872(f)(2)(A) of the Code for the month in which occurs your Date of Termination. Such interest shall be paid at the same time that the Catch-up Amount is paid. If you die on or after your Date of Termination and prior to the sixth-month anniversary of such date, if any amount delayed pursuant to this Section 10 shall be paid to your estate or beneficiary, as applicable, together with interest, within 30 days following the Board determines, upon advice date of counsel, that your death. The provisions of this Section 10 shall apply notwithstanding any provision of this Agreement does not, related to the timing of payments following your Date of Termination. To the extent a payment under this Agreement is not made with in whole the short-term deferral period or in part, satisfy the requirements another permitted exemption or exception from application of Code Section 409A, the Board, in its sole discretion, may unilaterally modify payments under this Agreement in such manner as it deems appropriate are intended to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executivecomply, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made interpreted as necessary to comply, with Code Section 409A and the regulations promulgated thereunder. Any provision of this Agreement that cannot be so interpreted or applied consistent with Code Section 409A is deemed amended to comply with Code Section 409A or, if such amendment is not possible, is void. In the event you become entitled to indemnification for any Losses or other expenses, costs, fees or in-kind benefits under Section 3 of this Agreement and such Losses, expenses, costs, fees or in-kind benefits are not exempt from Code Section 409A pursuant to Treasury Regulation § (b)(9)(v) because such Losses, expenses, costs, fees or in-kind benefits were not incurred or provided by the last day of the second taxable year following your Involuntary Termination, then the Company will satisfy any such right to indemnification by reimbursement or providing in-kind benefits in accordance with Treasury Regulation §§ 1.409A-3(i)(1)(iv) such that the reimbursements will as follows: (i) Reimbursement or in-kind benefits may be deemed payable at a specified time paid or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation provided during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year period of your lifetime; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement ii) Reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s your taxable year following the taxable year in which the expense was expenses were incurred; (i) The amount of expenses eligible for reimbursement, and or in-kind benefits provided, during a taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (ii) The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in For purposes of Section 10 of this Agreement, no compensation the term “in-kind benefits” refers to services provided to you or benefitson your behalf by the Company, including without limitation any severance payments such as legal or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateaccounting services.”

Section 409A Compliance. (i) Notwithstanding anything contained herein to the contrary, the Executive intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”) and, accordingly, to the maximum extent permitted this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. The Bank shall not be considered liable for any additional tax, interest or penalty that may be imposed on ▇▇. ▇▇▇▇▇▇▇ by Section 409A or damages for failing to comply with Section 409A. (ii) Termination of ▇▇. ▇▇▇▇▇▇▇’▇ employment shall not be deemed to have terminated employment with Hercules Offshore, Inc. occurred for purposes of any provision of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for the payment of any amounts on or benefits upon or following a termination of employment, employment unless the Executive would be considered to have incurred such termination is also a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary409A and, if the Board determines, upon advice for purposes of counsel, that any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iii) All expenses or other reimbursements under this Agreement does not, in whole or in part, satisfy the requirements of that would constitute nonqualified deferred compensation subject to Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement (A) shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made paid on or before prior to the last day of the Executive’s taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by ▇▇. ▇▇▇▇▇▇▇, and the (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect his right to reimbursement is of any other expenses eligible for reimbursement in any other taxable year, and (C) ▇▇. ▇▇▇▇▇▇▇’▇ right to reimbursement shall not be subject to liquidation or in exchange for another any other benefit. (iv) For purposes of Section 409A, ▇▇. ▇▇▇▇▇▇▇’▇ right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (v) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Bank in order to comply with Section 409A. (vi) Notwithstanding anything to the contrary in any other provision under this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment solely to the extent that a delay in payment is required in order to avoid the Company determines that paying such amounts at the time or times indicated in imposition of any tax under Section 409A, if a payment obligation under this Agreement would result arises on account of ▇▇. ▇▇▇▇▇▇▇’▇ “separation from service” (within the meaning of Section 409A) in a prohibited distribution under Section 409A(a)(2)(b)(i) of good faith by the Code. If the Bank’s Board, then payment of any amount or benefit provided under this Agreement that is considered to be non-qualified deferred compensation for purposes of Section 409A and that is scheduled to be paid within six (6) months after such amounts is delayed as a result of the previous sentence, then separation from service shall be paid without interest on the first business day after the date that is six (6) months following the end ▇▇. ▇▇▇▇▇▇▇’▇ separation from service. (vii) Notwithstanding any other provision of such six-month period, the Company shall pay Executive a lump-sum amount equal this Agreement to the cumulative contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” subject to Section 409A be subject to offset, counterclaim or recoupment by any other amount that would have otherwise been payable to Executive during such six-month period▇▇. ▇▇▇▇▇▇▇ unless otherwise permitted by Section 409A. (viii) ▇▇. ▇▇▇▇▇▇▇ hereby acknowledges that he has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to him of all payments pursuant to this Agreement, plus interest at including any adverse tax consequences or penalty taxes under Section 409A and corresponding provisions of applicable state tax law. ▇▇. ▇▇▇▇▇▇▇ hereby acknowledges and agrees that no representations have been made to him relating to the then-tax treatment of any payment pursuant to this Agreement under Section 409A and the corresponding provisions of any applicable prime ratestate income tax laws.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. The Parties intend for purposes of this Agreement either to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or to be exempt from the application of Code Section 409A, and no payments this Agreement shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. construed and interpreted accordingly. Notwithstanding anything in this Agreement to the contrary, in the event that the Executive is deemed to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), no payments hereunder that are “deferred compensation” subject to Code Section 409A shall be made to the Executive prior to the date that is six (6) months after the date of the Executive’s “separation from service” (as defined in Code Section 409A) or, if earlier, the Board determinesdate of the Executive’s death. Following any applicable six (6) month delay, upon advice all such delayed payments will be paid in a single lump sum on the earliest date permitted under Code Section 409A that is also a business day. For purposes of counselCode Section 409A, each of the payments that any provision may be made hereunder is designated as a separate payment. For purposes of this Agreement does notAgreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Code Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in whole or in part, satisfy a manner that is consistent with the requirements of Code Section 409A, 409A. To the Board, in its sole discretion, may unilaterally modify extent that any reimbursements under this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences are taxable to the Executive, and the Company shall have no liability any such reimbursement payment due to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on shall be paid to the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance as promptly as practicable consistent with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during Company practice following the Executive’s taxable year may not affect the amounts reimbursed appropriate itemization and substantiation of expenses incurred, and in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made all events on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred, and . The taxable reimbursements under this Agreement that could constitute “deferred compensation” within the right to reimbursement is meaning of Code Section 409A are not subject to liquidation or exchange for another benefit. Notwithstanding anything to , and the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination amount of employment to the extent such benefits and reimbursements that the Company determines that paying such amounts at Executive receives in one taxable year shall not affect the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end amount of such six-month period, benefits or reimbursements that the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime ratereceives in any other taxable year.

Section 409A Compliance. Notwithstanding anything contained herein (a) This agreement is intended to comply with, or otherwise be exempt from, Code Section 409A. (b) We shall undertake to administer, interpret, and construe this agreement in a manner that does not result in the contraryimposition on you of any additional tax, penalty, or interest under Code Section 409A. (c) If the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as Company determines in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, good faith that any provision of this Agreement does notagreement would cause you to incur an additional tax, in whole penalty, or in part, satisfy the requirements of interest under Code Section 409A, the BoardCompany and you shall use reasonable efforts to reform such provision, if possible, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate a mutually agreeable fashion to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences maintain to the Executivemaximum extent practicable the original intent of the applicable provision without violating the provisions of Code Section 409A or causing the imposition of such additional tax, and penalty, or interest under Code Section 409A. (d) The preceding provisions, however, will not be construed as a guarantee by the Company of any particular tax effect to you under this agreement. We shall have no liability not be liable to the Executive you for any payment or benefit paid under this agreement that is determined to result in the event an additional tax, earlier tax penalty, or additional penalties are imposed on interest under Code Section 409A, nor for reporting in good faith any payment or benefit made under this agreement as an amount includible in gross income under Code Section 409A. (e) Any reimbursement of expenses of or any provision of in-kind benefits to you, as specified under this agreement, is subject to the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s one taxable year may do not affect the amounts reimbursed expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (year, except that total reimbursements may be limited by a lifetime maximum under a group health plan), for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Code Section 105(b); (ii) we shall reimburse an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which you incurred the expense was incurred, expense; and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything . (f) “Termination of employment,” “resignation,” or words of similar import, as used in this agreement means your “separation from service” (as defined under Code Section 409A) for purposes of any payment or benefit under this agreement that is a payment of deferred compensation subject to Code Section 409A. (g) If a payment obligation under this agreement arises on account your separation from service while you are a “specified employee” (as defined under Code Section 409A and determined in good faith by the Board), any payment of “deferred compensation” (as defined under Treasury regulation Section 1.409A-1(b)(1), after giving effect to the contrary exemptions in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall Treasury regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following within 6 months after your separation from service will accrue without interest and will be paid within 15 days after the end of such sixthe 6-month periodperiod beginning on the date of your separation from service or, if earlier, within 15 days after the Company shall pay Executive a lump-sum amount equal to appointment of the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime ratepersonal representative or executor of your estate following your death.

Section 409A Compliance. (a) It is the intent of the Company and Employee that the payments and benefits under this Agreement shall comply with Section 409A and applicable regulations and guidance thereunder (collectively, “Section 409A”) of the Internal Revenue Code of 1986, as amended, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Section 409A or for any damages for failing to comply with Section 409A. (b) Notwithstanding anything contained herein to the contrary, a termination of the Executive Employment Period shall not be considered deemed to have terminated employment with Hercules Offshore, Inc. occurred for purposes of any provision of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for the payment of any amounts on or benefits upon or following a termination of employment, employment unless the Executive would be considered to have incurred such termination is also a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in 409A (which, by definition, includes a separation from any other entity that would be deemed a single employer together with the Company for this Agreement to the contrarypurpose under Section 409A), if the Board determines, upon advice and for purposes of counsel, that any such provision of this Agreement, references to a “termination”, “termination of the Employment Period”, “termination of employment” or similar terms shall mean “separation from service.” (c) To the extent any reimbursements or in-kind benefits under this Agreement does not, in whole or in part, satisfy the requirements constitute “non-qualified deferred compensation” for purposes of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in (i) all such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax expenses or additional penalties are imposed on the Executive pursuant to Section 409A. All other reimbursements pursuant to under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before prior to the last day of the Executive’s taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and the (ii) any right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, Employee’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the Company’s sole discretion. Notwithstanding anything any other provision of this Agreement to the contrary contrary, in this Agreement, no compensation or benefits, including without limitation event shall any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in payment under this Agreement would result in a prohibited distribution under that constitutes “non-qualified deferred compensation” for purposes of Section 409A(a)(2)(b)(i) of the Code. If the payment of 409A be subject to offset, counterclaim or recoupment by any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum other amount equal to the cumulative amount that would have unless otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rate.permitted by Section 409A.

Section 409A Compliance. Notwithstanding anything contained herein a. It is intended that all payments and benefits under the Offer Letter, this Agreement, the Annual Bonus Plan, the LTI, the 2010 Stock Incentive Plan, and any other plan under which you receive compensation shall comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, to the contrarymaximum extent permitted, the Executive shall Terms & Conditions Agreement and such other agreements and plans will be interpreted in accordance with such intention. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification will be made in good faith and will, to the maximum extent reasonably possible, avoid any increase to R1’s financial liability or economic cost under this Offer Letter or such other agreements and plans. R1 and you agree to take any action, or refrain from taking any action, reasonably requested by you or R1, as applicable, to comply with the terms of any correction procedure promulgated under Code Section 409A. Notwithstanding the foregoing, R1 makes no representations you about the effect of Code Section 409A on the provisions of this Offer Letter or any other compensation arrangement, and R1 will not have any liability to you in the event that you become subject to taxation (including taxes, penalties, and interest) under Code Section 409A (other than any reporting and/or withholding obligations that R1 may have under applicable tax law) or in the event that you incur other expenses on account of non-compliance or alleged non-compliance with Code Section 409A. b. A termination of employment will not be considered deemed to have terminated employment with Hercules Offshore, Inc. occurred for purposes of this any provision of the Terms & Conditions Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for the payment of amounts on any amount or benefit that is “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment, employment unless the Executive would be considered to have incurred such termination is also a “separation from service” from Hercules Offshore, Inc. within the meaning of Code Section 409A. Notwithstanding anything in this Agreement to the contrary409A and, if the Board determines, upon advice for purposes of counsel, that any such provision of this Agreement does notthe Terms & Conditions Agreement, in whole references to a “termination,” “termination of employment” or in part, satisfy like terms will mean a “separation from service.” If on the requirements date of your termination you are a “specified employee” for purposes of Code Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in any payment or benefit that is “nonqualified deferred compensation” that is payable on account of a “separation from service” (as such manner as it deems appropriate to comply with terms are defined for purposes of Code Section 409A; provided), such payment or benefit will be made or provided at the date that in making is the earliest of (i) the expiration of the six (6)-month period measured from the date of your “separation from service,” (ii) the date of your death, or (iii) such other date that such payment or benefit may be provided without incurring any such modificationsadditional tax or interest under Code Section 409A. Upon the expiration of the foregoing delay period, the Board shall seek to minimize any adverse economic consequences payments and benefits delayed pursuant to the Executive, previous sentence will be paid or made available to you in a lump sum and the Company shall have no liability to the Executive in the event an additional tax, earlier tax all remaining benefits payments and benefits due will be paid or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made provided in accordance with Treasury Regulation §1.409A-3(i)(1)(ivthe normal payment dates specified for them herein. c. With regard to any reimbursement to you of any costs and expenses or the provision of any in-kind benefits, except as otherwise permitted by Code Section 409A, (i) such that the reimbursements right to reimbursement or in-kind benefits will not be deemed payable at a specified time subject to liquidation or on a fixed schedule relative to a permissible payment event. Specificallyexchange for another benefit, (ii) the amounts reimbursed under Sections 4(b)(v) amount of expenses eligible for reimbursement, or as part of the Welfare Benefit Continuation in-kind benefits, provided during the Executive’s any taxable year may will not affect the amounts reimbursed expenses eligible for reimbursement, or in-kind to be provided, in any other taxable year year, and (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall iii) such payments will be made on or before the last day of the Executive’s your taxable year following the taxable year in which the expense was incurred, and the occurred. d. Your right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to receive any installment payments under the contrary in Offer Letter, this Agreement, no the Annual Bonus Plan, the LTI, the 2010 Stock Incentive Plan, or any other plan under which you receive compensation or benefits, including without limitation any severance payments or benefits, shall be paid treated as a right to Executive during the six (6)-month period following his termination receive a series of employment separate payments, and each such payment shall be a separately identified and determinable amount, to the maximum extent that permitted under Code Section 409A. Whenever a payment under the Company determines that paying such amounts at the time or times indicated in this Terms & Conditions Agreement would result in specifies a prohibited distribution under Section 409A(a)(2)(b)(i) payment within a period of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month perioddays, the Company shall pay Executive a lump-sum actual date of payment within such specified period will be within the sole discretion of R1. e. In no event will any payment that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount equal to the cumulative amount that would have unless otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rate.permitted by Code Section 409A.

Section 409A Compliance. Notwithstanding anything contained herein This Agreement is intended to comply with Section 409A of the contraryCode and the treasury regulations and other official guidance promulgated thereunder (“Section 409A”), the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as construed and interpreted in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything accordance with such intent. The Change in Control payments and benefits set forth in this Agreement are intended to fit within the contrary“short-term deferral exception” to Section 409A, if the Board determines, upon advice of counsel, that any provision and shall at all times be interpreted and administered in furtherance of this Agreement does notintent. In no event whatsoever shall the Company (or its officers, in whole directors, employees, agents, advisors or in partrepresentatives) be liable for any additional tax, satisfy interest or penalty that may be imposed on the requirements Employee by Section 409A or damages for failing to comply with Section 409A. For purposes of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate Employee’s right to comply with Section 409A; provided, that in making receive any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements installment payments pursuant to this Agreement shall be made in accordance treated as a right to receive a series of separate and distinct payments. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. Whenever a payment under this Agreement specifies a payment period with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative reference to a permissible payment event. Specificallynumber of days, the amounts reimbursed under Sections 4(b)(v) or as part actual date of payment within the specified period shall be within the sole discretion of the Welfare Benefit Continuation during Company. To the Executive’s taxable year may not affect the amounts reimbursed in any extent that reimbursements or other taxable year in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (except that total A) all expenses or other reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense hereunder shall be made on or before prior to the last day of the Executive’s taxable year following the taxable year in which such expenses were incurred by the expense was incurredEmployee, and the (B) any right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Notwithstanding anything to To the contrary in this Agreement, no extent any compensation or benefitsbenefits under this Agreement constitutes “nonqualified deferred compensation” for purposes of Section 409A, including without limitation any severance payments if required to comply with Section 409A, a Change in Control shall not be deemed to have occurred unless the transaction or benefits, shall be paid to Executive during event constituting the six (6)-month period following his termination Change in Control also constitutes a “change in ownership,” a “change in effective control” or a “change in the ownership of employment to a substantial portion of the extent that assets” of the Company determines that paying such amounts at within the time or times indicated in this Agreement would result in a prohibited distribution under meaning of Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rate.409A.

Section 409A Compliance. Notwithstanding anything contained herein This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the contraryInternal Revenue Code (“Section 409A”). The Company and you agree to execute any and all amendments to this Agreement as mutually agreed in good faith that may be necessary to ensure compliance with the provisions of Section 409A. The preceding provisions, the Executive however, shall not be considered construed as a guarantee by the Company of any particular tax effect to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive you under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements Agreement. For purposes of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate right to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to a series of installment payments under this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at treated as a specified time or on a fixed schedule relative right to a permissible payment eventseries of separate payments. SpecificallyWith respect to any reimbursement of expenses of, or any provision of in-kind benefits to you as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the amounts reimbursed under Sections 4(b)(vfollowing conditions: (1) the expenses eligible for reimbursement or as part the amount of the Welfare Benefit Continuation during the Executive’s in-kind benefits provided in one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), 2) the reimbursement of an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (3) the right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything No amount payable pursuant to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, Agreement which constitutes a “deferral of compensation” subject to Section 409A shall be paid to Executive during the six (6)-month period following his termination unless and until you first incur a “separation from service” for purposes of employment Section 409A. Further, to the extent that you are a specified employee” (as defined in Section 409A) as of the Company determines date of your separation from service, no amount that paying constitutes a deferral of compensation which is payable on account of your separation from service shall paid to you before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of your separation from service or, if earlier, the date of your death following such separation from service. All such amounts at that would, but for this Section, become payable prior to the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then Delayed Payment Date will be accumulated and paid on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateDelayed Payment Date.

Section 409A Compliance. Notwithstanding anything contained herein to (a) To the contraryextent applicable, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of it is intended that this Agreement and no payments shall be due to comply with the Executive under this Agreement or any policy or plan provisions of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Code Section 409A, so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the Boardtaxable year or years in which such amounts or benefits would otherwise actually be distributed, provided or otherwise made available to Employee. This Agreement shall be construed, administered, and governed in its sole discretion, may unilaterally modify a manner consistent with this Agreement in such manner as it deems appropriate to comply with intent and the following provisions of this paragraph shall control over any contrary provisions of this Agreement. (b) For purposes of Code Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to each payment under this Agreement shall be treated as a right to a separate payment for purposes of Code Section 409A. (c) All reimbursements and in kind benefits provided under this Agreement, including, but not limited to, payments under Section 4, shall be made or provided in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specificallyrequirements of Code Section 409A, including, where applicable, the amounts reimbursed under Sections 4(b)(vrequirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or as part during a shorter period of time specified in this Agreement), (ii) the Welfare Benefit Continuation amount of expenses eligible for reimbursement, or in kind benefits provided, during the Executive’s taxable a calendar year may not affect the amounts reimbursed expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year calendar year, (except that total reimbursements may be limited by a lifetime maximum under a group health plan), iii) the reimbursement of an eligible expense shall will be made on or before the last day of the Executive’s taxable calendar year following the taxable year in which the expense was is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything . (d) References in this Agreement to Code Section 409A include both that Section of the Code itself and any guidance promulgated thereunder. (e) The Company makes no representation or warranty and shall have no liability to the contrary in Executive or any other person if any provisions of this Agreement, no compensation or benefits, including without limitation any severance the provision of payments or benefitsbenefits thereunder, shall be paid are determined to Executive during the six (6)-month period following his termination of employment constitute deferred compensation subject to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) 409A of the Code. If Code but do not satisfy an exemption from, or the payment of any conditions of, such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rateSection.

Section 409A Compliance. Notwithstanding To the extent that the Grantee’s right to receive payment of the RSUs and dividend equivalents constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and regulatory guidance promulgated thereunder (“Section 409A”), then notwithstanding anything contained herein in the Plan to the contrary, the Executive shares of Common Stock and/or cash otherwise deliverable under Sections 4 and 7 shall not be considered delivered in accordance with the requirements of Section 409A of the Code because: (a) The shares of Common Stock underlying the vested RSUs and the related dividend equivalents that are to have terminated become vested, and are deliverable, on the first, second and/or third anniversaries of the Award Date (where the Grantee either remains in continuous employment with Hercules Offshorethe Company or an affiliate until such vesting date, Inc. terminates employment prior to the third year anniversary of the Award Date due to retirement, as defined above, is terminated by the Company for purposes any reason other than Good Cause, or terminates employment for Good Reason) shall be delivered to the Grantee, or his personal representative, beneficiary or estate, as applicable, within thirty (30) days following the applicable anniversary of the Award Date. (b) The shares of Common Stock underlying the vested RSUs and the related dividend equivalents that are to become vested, and are deliverable, prior to the applicable anniversary of the Award Date on the Grantee’s death or disability shall be delivered to the Grantee, or his personal representative, beneficiary or estate, as applicable, within thirty (30) days following the Grantee’s death or disability. (c) In the event that any taxes described in Section 8 of this Agreement and no payments are due prior to the distribution of shares of Common Stock or cash underlying the RSUs, then the Grantee shall be due required to satisfy the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as tax obligation in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. cash. (d) Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409AAgreement, the BoardGrantee shall be solely responsible for the tax consequences related to this Award, in and neither the Company nor its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate affiliates shall be responsible if the Award fails to comply with with, or be exempt from, Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits, shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) 409A of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rate.

Section 409A Compliance. Notwithstanding anything contained herein The following rules relate to section 409A of the contraryInternal Revenue Code of 1986 and any regulations and Treasury guidance promulgated thereunder (“Section 409A”), which govern deferred compensation: a. This letter agreement is intended to comply with, or otherwise be exempt from, Section 409A. b. The Company shall undertake to administer, interpret, and construe this letter agreement in a manner that does not result in the Executive imposition on you of any additional tax, penalty, or interest under Section 409A. c. The Company and you agree to execute any and all amendments to this letter agreement permitted under applicable law, as mutually agreed in good faith, as may be necessary to ensure that this letter agreement complies with Section 409A. d. The preceding provisions, however, shall not be considered construed as a guarantee by the Company of any particular tax effect to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive you under this Agreement letter agreement. The Company shall not be liable to you for any payment made under this letter agreement that is determined to result in an additional tax, penalty, or interest under Section 409A, nor for reporting in good faith any policy or plan of Hercules Offshore, Inc. payment made under this letter agreement as an amount includible in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of gross income under Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements 409A. e. For purposes of Section 409A, the Boardright to a series of installment payments under this letter agreement shall be treated as a right to a series of separate payments. f. With respect to any reimbursement of expenses of, in its sole discretionor any provision of in-kind benefits to, may unilaterally modify you, as specified under this Agreement in letter agreement, such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board reimbursement of expenses or provision of in-kind benefits shall seek to minimize any adverse economic consequences be subject to the Executive, and following conditions: (i) the Company shall have no liability to expenses eligible for reimbursement or the Executive amount of in-kind benefits provided in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the Welfare Benefit Continuation during the Executive’s one taxable year may shall not affect the amounts reimbursed expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in section 105(b) of the Internal Revenue Code; (except that total reimbursements may be limited by a lifetime maximum under a group health plan), ii) the reimbursement of an eligible expense shall be made on or before no later than the last day end of the Executive’s taxable year following after the taxable year in which the such expense was incurred, ; and (iii) the right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything . g. “Termination of employment,” or words of similar import, as used in this letter agreement means, for purposes of any payments under this letter agreement that are payments of deferred compensation subject to Section 409A, your “separation from service” as defined in Section 409A. h. If a payment obligation under this letter agreement arises on account of your separation from service while you are a “specified employee” (as defined under Section 409A and determined in good faith by the Board), any payment of “deferred compensation” (as defined under Treasury regulation section 1.409A-1(b)(1), after giving effect to the contrary exemptions in this Agreement, no compensation or benefits, including Treasury regulation sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without limitation any severance payments or benefits, interest and shall be paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following within 15 days after the end of such the six-month periodperiod beginning on the date of such separation from service or, if earlier, within 15 days after the Company shall pay Executive a lump-sum amount equal to appointment of the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime ratepersonal representative or executor of your estate following your death.