0000008411-09-000088 Sample Contracts

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Non-Employee Director Restricted Stock Award Agreement • November 25th, 2009 • Atwood Oceanics Inc • Drilling oil & gas wells • Texas

The Company has adopted a Shareholder approved 2007 Long-Term Incentive Plan (as amended, modified or restated from time to time, the “Plan”) which provides for grants of restricted stock awards of Common Stock to Non-Employee Directors of the Company, and the Participant is a Non-Employee Director of the Company. Pursuant to said Plan, the Compensation Committee has approved and ratified the execution of this Agreement between the Company and the Participant. All capitalized terms not defined herein shall have the meaning set forth in the Plan as in effect on the date hereof.

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