0001193125-12-319136 Sample Contracts

PHANTOM STOCK AGREEMENT HERCULES OFFSHORE
Phantom Stock Agreement • July 27th, 2012 • Hercules Offshore, Inc. • Drilling oil & gas wells • Delaware

This Phantom Stock Agreement (“Agreement”) is made and entered into by and between Hercules Offshore, Inc., a Delaware corporation (the “Company”), and [PARTICIPANT NAME] (the “Participant”) as of [GRANT DATE] (the “Date of Grant”), pursuant to the Amended and Restated Hercules Offshore 2004 Long-Term Incentive Plan (the “Plan”), the terms of which are hereby incorporated by reference. All capitalized terms in this Agreement shall have the meanings ascribed to them in the Plan unless otherwise defined in this Agreement or in the glossary to this Agreement.

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PHANTOM STOCK AND CASH AWARD AGREEMENT HERCULES OFFSHORE
Phantom Stock and Cash Award Agreement • July 27th, 2012 • Hercules Offshore, Inc. • Drilling oil & gas wells • Delaware

This Phantom Stock and Cash Award Agreement (“Agreement”) is made and entered into by and between Hercules Offshore, Inc., a Delaware corporation (the “Company”), and John T. Rynd (the “Participant”) as of [GRANT DATE] (the “Date of Grant”), pursuant to the Amended and Restated Hercules Offshore 2004 Long-Term Incentive Plan (the “Plan”), the terms of which are hereby incorporated by reference. All capitalized terms in this Agreement shall have the meanings ascribed to them in the Plan unless otherwise defined in this Agreement or in the glossary to this Agreement.

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