EX-10.2



 Exhibit 10.2 

RESTRICTED STOCK UNIT AGREEMENT 

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is by and between Gulf Island Fabrication, Inc. (“Gulf Island” or
the “Company”) and <<Participant Name>> (the “Award Recipient”). 
 WHEREAS, the Committee believes
that entering into this Agreement with the Award Recipient is consistent with the purpose for which the Plan was adopted. 
 NOW, THEREFORE,
Gulf Island and the Award Recipient hereby agree as follows: 
 1. 

AWARD OF RESTRICTED STOCK UNITS 

1.1 On <<Grant Date>> (the “Date of Grant”), and upon the terms and conditions of the Plan and this Agreement,
and in consideration of services rendered, Gulf Island awarded (the “RSU Award”) to the Award Recipient <<Grant Amount>> restricted stock units (the “RSUs”), that vest, subject to Sections 2 and 4 hereof, as
follows: 
  

					
	 Scheduled Vesting Date
	  	Amount of
RSUs To Vest	 
		
	 First Anniversary of Date of Grant
	  	 	33	% 
		
	 Second Anniversary of Date of Grant
	  	 	33	% 
		
	 Third Anniversary of Date of Grant
	  	 	Remaining balance	  

 2. 

TERMS OF 
 RESTRICTED STOCK UNITS

 2.1 Each RSU represents the right to receive from Gulf Island, upon vesting, one share of Common Stock, free of any restrictions. 

2.2 The RSUs may not be sold, assigned, donated, transferred, exchanged, pledged, hypothecated or otherwise encumbered. The Award Recipient
shall have no rights, including but not limited to, voting and dividend rights, in the shares of Common Stock underlying the RSUs unless and until such shares are issued to the Award Recipient, or as otherwise provided in this Agreement. 

2.3 If the RSUs have not already vested in accordance with Section 1.1 above, the RSUs shall vest and all restrictions set forth in
Section 2.2 shall lapse, if there has been a Change of Control, and within one year following such Change of Control the Award Recipient’s employment with the Company is terminated by the Company without Cause or by such participant with
Good Reason, as further described in Section 12.10 of the Plan. 

  
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 3. 

ISSUANCE OF SHARES UPON VESTING 

3.1 As soon as practicable after the vesting of the RSUs, but no later than 30 days from such date, Gulf Island will credit the Award
Recipient’s brokerage account with the shares of Common Stock issuable upon vesting. If the Award Recipient has not established a brokerage account, the shares will be held by Gulf Island’s transfer agent until such time as the Award
Recipient opens an account. 
 3.2 Upon issuance of such shares of Common Stock, the Award Recipient is free to hold or dispose of such
shares, subject to applicable securities laws and any internal policy then in effect and applicable to the Award Recipient, such as Gulf Island’s Insider Trading Policy. 

4. 
 TERMINATION OF EMPLOYMENT 

If the Award Recipient’s employment terminates for any reason prior to the vesting of some or all of the RSUs (except in connection with
a Change of Control as described in Section 2.3 above and Section 12.10 of the Plan), all unvested RSUs granted hereunder shall immediately be forfeited. 

5. 
 FORFEITURE OF AWARD 

5.1 If the Award Recipient engages in grossly negligent conduct or intentional misconduct that either (a) requires the Company’s
financial statements to be restated at any time beginning on the Date of Grant and ending on the third anniversary of the end of the final vesting date set forth in Section 1.1 or (b) results in an increase of the value of the RSUs upon
vesting, then the Committee, after considering the costs and benefits to the Company of doing so, may seek recovery for the benefit of the Company of the difference between the shares of Common Stock received upon vesting during the three-year
period following such conduct and the shares of Common Stock that would have been received based on the restated financial statements or absent the increase described in part (b) above (the “Excess Shares”). All determinations
regarding the amount of the Excess Shares shall be made solely by the Committee in good faith. 
 5.2 The RSU Award granted hereunder is
also subject to any clawback policies the Company may adopt in order to conform to the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any resulting rules issued by the United States Securities
and Exchange Commission or national securities exchanges thereunder. 
 5.3 If the Committee determines that the Award Recipient owes any
amount to the Company under Sections 5.1 or 5.2 above, the Award Recipient shall return to the Company the Excess Shares (or the shares recoverable under Section 5.2) acquired by the Award Recipient pursuant to this Agreement (or other
securities into which such shares have been converted or exchanged) or, if no longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest, all cash, securities or other assets received by the Award Recipient
upon the sale or transfer of such shares. The Award Recipient acknowledges that the Company may, to the fullest extent permitted by applicable law, deduct such amount owed from any 

  
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amounts the Company owes the Award Recipient from time to time for any reason (including without limitation amounts owed to the Award Recipient as salary, wages, reimbursements or other
compensation, fringe benefits, retirement benefits or vacation pay). Whether or not the Company elects to make any such set-off in whole or in part, if the Company does not recover by means of set-off the full amount the Award Recipient owes it, the
Award Recipient hereby agrees to pay immediately the unpaid balance to the Company. 
 6. 

WITHHOLDING TAXES; TAX TREATMENT 

6.1 At the time that all or any portion of the RSUs vest, the Award Recipient must deliver to Gulf Island the amount of any taxes required by
law to be withheld. In accordance with the terms of the Plan, the Award Recipient may satisfy the tax withholding obligation by delivering currently owned shares of Common Stock or by electing to have Gulf Island withhold from the shares of the
Award Recipient otherwise would receive hereunder shares of Common Stock having a value equal to the minimum amount required to be withheld (as determined under the Plan). 

6.2 The RSUs are intended to constitute short-term deferrals under Section 409A of the Code (“Section 409A”), and the
regulations and guidance issued thereunder. However, each Award Recipient should consult his or her own tax advisor as to the tax effect of amounts payable to the Award Recipient under the Plan. Gulf Island reserves the right to amend this Agreement
to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of the RSU Award in light of Section 409A and any regulations or other guidance promulgated thereunder. Neither the Company nor the members
of the Committee shall be liable for any determination or action taken or made with respect to this Agreement or the RSU Award granted thereunder. 

7. 
 ADDITIONAL CONDITIONS 

Anything in this Agreement to the contrary notwithstanding, if at any time Gulf Island further determines, in its sole discretion, that the
listing, registration or qualification (or any updating of any such document) of the shares of Common Stock issuable pursuant hereto is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the
consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the issuance of shares of Common Stock pursuant hereto, such shares of Common Stock shall not be issued, in whole or in part,
or the restrictions thereon removed, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to Gulf Island. Gulf Island agrees to use commercially reasonable
efforts to issue all shares of Common Stock issuable hereunder on the terms provided herein. 

  
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 8. 

NO CONTRACT OF EMPLOYMENT INTENDED 

Nothing in this Agreement shall confer upon the Award Recipient any right to continue in the employment of the Company, or to interfere in any
way with the right of the Company to terminate the Award Recipient’s employment relationship with the Company at any time. 
 9. 

BINDING EFFECT 
 This Agreement
may not be transferred, assigned pledged or hypothecated in any manner at law or otherwise, other than by will or by the laws of descent and distribution, if applicable, and shall not be subject to execution, attachment or similar process. This
Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, legal representatives and permitted successors. Without limiting the generality of the foregoing, whenever the term
“Award Recipient” is used in any provision of this Agreement under circumstances where the provision appropriately applies to the heirs, executors, administrators or legal representatives to whom this award may be transferred by will or by
the laws of descent and distribution, the term “Award Recipient” shall be deemed to include such person or persons. 
 10. 

INCONSISTENT PROVISIONS 
 The RSUs
granted hereby are subject to the terms, conditions, restrictions and other provisions of the Plan as fully as if all such provisions were set forth in their entirety in this Agreement. If any provision of this Agreement conflicts with a provision
of the Plan, the Plan provision shall control. The Award Recipient acknowledges that a copy of the Plan and a prospectus summarizing the Plan was distributed or made available to the Award Recipient and that the Award Recipient was advised to review
such materials prior to entering into this Agreement. The Award Recipient waives the right to claim that the provisions of the Plan are not binding upon the Award Recipient and the Award Recipient’s heirs, executors, administrators, legal
representatives and successors. 
 11. 

GOVERNING LAW 
 This Agreement
shall be governed by and construed in accordance with the laws of the State of Texas. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the grant of the RSU Award or this
Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the courts of Harris County, Texas, or the federal courts for the United States for the Southern District of Texas, and no other courts, where this grant is made
and/or to be performed. 

  
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 12. 

MISCELLANEOUS 
 12.1 The Award
Recipient understands and acknowledges that he is one of a limited number of employees of the Company who have been selected to receive grants of RSU Awards and that the grant is considered confidential information. The Award Recipient hereby
covenants and agrees not to disclose the award of RSU Awards pursuant to this Agreement to any other person except (a) the Award Recipient’s immediate family and legal or financial advisors who agree to maintain the confidentiality of this
Agreement, (b) as required in connection with the administration of this Agreement and the Plan as it relates to this award or under applicable law, (c) to the extent the terms of this Agreement have been publicly disclosed by the Company
and (d) as may be required pursuant to Section 16 of the Securities Exchange Act of 1934. 
 12.2 The authority to manage and
control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of this Agreement by the
Committee and any decision made by it with respect to this Agreement shall be final and binding on all persons. 
 12.3 Notwithstanding
anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan, and this Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time
pursuant to the Plan. Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan. 
 12.4 Each notice
relating to this Agreement shall be in writing and delivered in person or by mail to Gulf Island at its office, 16225 Park Ten Place, Suite 280, Houston, Texas 77084, to the attention of the Secretary or at such other address as Gulf Island may
specify in writing to the Award Recipient by a notice delivered in accordance with this Section 12.4. All notices to the Award Recipient shall be delivered to the Award Recipient’s address on file with the Company or at such other address
as the Award Recipient may specify in writing to the Secretary by a notice delivered in accordance with this Section 12.4 and Section 12.6. 

12.5 Gulf Island’s obligation under the Plan and this Agreement is an unsecured and unfunded promise to pay benefits that may be earned
in the future. Gulf Island shall have no obligation to set aside, earmark or invest any fund or money with which to pay its obligations under this Agreement. The Award Recipient or any successor in interest shall be and remain a general creditor of
Gulf Island in the same manner as any other creditor having a general claim for matured and unpaid compensation. 
 12.6 Gulf Island may, in
its sole discretion, deliver any documents related to the Award Recipient’s current or future participation in the Plan by electronic means or request the Award Recipient’s consent to participate in the Plan by electronic means. By
accepting the terms of this Agreement, the Award Recipient hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by Gulf Island or a
third party designated by Gulf Island. 
 12.7 The Award Recipient must expressly accept the terms and conditions of this Agreement by
executing this Agreement in a timely manner. If the Award Recipient does not accept the terms of this Agreement, this RSU Award is subject to cancellation. 

  
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 13. 

ENTIRE AGREEMENT; MODIFICATION; WAIVER 

The Plan and this Agreement contain the entire agreement between the parties with respect to the subject matter contained herein and may not
be modified, except as provided in the Plan, as it may be amended from time to time in the manner provided therein, or in this Agreement, as it may be amended from time to time by a written document signed by each of the parties hereto, including by
electronic means as provided in Section 12.6. Any oral or written agreements, representations, warranties, written inducements, or other communications with respect to the subject matter contained herein made prior to the acceptance of the
Agreement shall be void and ineffective for all purposes. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered on the day and year first above written. 
  

					
	GULF ISLAND FABRICATION, INC.
		
	By:		  

			Name:		
			Title:		
	
	  

	{Insert name}
	Award Recipient



  
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