Exhibit 10.5


 


ENERGY XXI GULF COAST, INC.


2016 LONG TERM INCENTIVE PLAN



NOTICE OF GRANT OF RESTRICTED STOCK UNIT


 





[Name of Grantee]





 


 


You have been awarded
restricted stock units with respect to shares of common stock, par value $0.01 per share (“Stock”), of Energy
XXI Gulf Coast, Inc., a Delaware corporation (the “Company”), pursuant to the terms and conditions of the Energy
XXI Gulf Coast, Inc. 2016 Long Term Incentive Plan (the “Plan”) and the Restricted Stock Unit Agreement attached
hereto (together with this Notice of Grant, the “Agreement”). Capitalized terms not defined herein shall have
the respective meanings specified in the Plan or the Agreement, as applicable.


 


	Restricted Stock Units:	 	You have been awarded a restricted stock unit award with respect to ________ shares of Stock, subject to adjustment as provided in the Plan (the “Award”).
	 	 	 
	Grant Date:	 	________ (“Grant Date”)
	 	 	 
	Vesting Schedule:	 	Except as otherwise provided in the Plan,  the Agreement or any other agreement between you and the Company, the Award shall vest as follows:  (i) 33% of the shares of Stock subject to the Award on the Grant Date shall vest on the first anniversary of the Grant Date; (ii) 33% of the shares of Stock subject to the Award on the Grant Date shall vest on the second anniversary of the Grant Date; and (iii) the remaining 34% of the shares of Stock subject to the Award on the Grant Date shall vest on the third anniversary of the Grant Date, in each case provided you remain continuously in service with the Company through the applicable vesting date (each, a “Vesting Date”) in accordance with Section 5 of the Agreement.
	 	 	 
	Change of Control:	 	Upon a Change of Control prior to the vesting of the Award, the Forfeiture Restrictions shall lapse and the Award shall fully accelerate and be settled in accordance with Section 4 of the Agreement.


 




    	 		 



     


    

 


	 	ENERGY XXI GULF COAST, INC.
	 	 
	 	By:	  
	 	 	Name:
	 	 	Title:


 


Acknowledgment, Acceptance and Agreement:


 


By accepting this Notice of Grant, I
hereby acknowledge receipt of the Agreement and the Plan, accept the Award granted to me and agree to be bound by the terms and
conditions of this Notice of Grant, the Agreement and the Plan.


 


	By:  		 
	 	[Name of Grantee]	 


 





 




    	 		 



     


    

 


ENERGY XXI GULF COAST, INC.


2016 LONG TERM INCENTIVE PLAN



RESTRICTED STOCK UNIT AGREEMENT


 


This Agreement is made
and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock Unit (“Notice of Grant”)
by and between Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”), and you;


 


WHEREAS, the
Company in order to induce you to enter into and to continue and dedicate service to the Company and to materially contribute to
the success of the Company agrees to grant you this restricted stock unit award;


 


WHEREAS, the
Company adopted the Energy XXI Gulf Coast, Inc. 2016 Long Term Incentive Plan, as it may be amended from time to time (the “Plan”),
under which the Company is authorized to grant restricted stock units to certain employees, directors and other service providers
of the Company and certain Affiliates;


 


WHEREAS, a copy
of the Plan has been furnished to you and shall be deemed a part of this Restricted Stock Unit Agreement (“Agreement”)
as if fully set forth herein and the terms capitalized but not defined herein shall have the respective meanings set forth in the
Plan or the Notice of Grant; and


 


WHEREAS, you
desire to accept the restricted stock unit award made pursuant to this Agreement.


 


NOW, THEREFORE,
in consideration of and mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties
agree as follows:


 


1.          The
Grant. Subject to the conditions set forth below, the Company hereby grants you, effective as of the Date of Grant set forth
in the Notice of Grant, an award consisting of an aggregate number of Restricted Stock Units, whereby each Restricted Stock Unit
represents the right to receive one share of Stock, in accordance with the terms and conditions set forth herein and in the Plan
(the “Award”).


 


2.          No
Shareholder Rights. The Restricted Stock Units granted pursuant to this Agreement do not and shall not entitle you to any rights
of a holder of Stock prior to the date shares of Stock are issued to you in settlement of the Award.


 


3.          Restrictions;
Forfeiture. The Restricted Stock Units are restricted in that they (i) may not be sold, transferred or otherwise alienated
or hypothecated until these restrictions are removed or expire as contemplated in Section 5 of this Agreement and as
described in the Notice of Grant and (ii) may be forfeited to the Company (the “Forfeiture Restrictions”).
Your rights with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date on which the Forfeiture
Restrictions lapse.


 




    	 		 



     


    

 


4.          Issuance
of Stock. Except as otherwise set forth in the Notice of Grant, no shares of Stock shall be issued to you prior to the applicable
Vesting Date. The Company shall, promptly and within 60 days of the applicable Vesting Date (or, if earlier, a Change of Control),
cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt by the Company of
any required tax withholding. The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units
in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock
is issued to you in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional
shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear
any interest owing to the passage of time. Neither this Section 4 nor any action taken pursuant to or in accordance
with this Section 4 shall be construed to create a trust or a funded or secured obligation of any kind.


 


5.          Expiration
of Restrictions and Risk of Forfeiture. The restrictions on the Restricted Stock Units granted pursuant to this Agreement,
including the Forfeiture Restrictions, will expire as set forth in the Notice of Grant and shares of Stock that are nonforfeitable
and transferable will be issued to you in payment of your vested Restricted Stock Units as set forth in Section 4,
provided that you remain in the employ of, or a service provider to, the Company or its Subsidiaries until the applicable dates
set forth in the Notice of Grant.


 


6.          Termination
of Services. Subject to Section 31 and your Notice of Grant, if your service relationship with the Company or any
of its Subsidiaries is terminated for any reason, then those Restricted Stock Units for which the Forfeiture Restrictions have
not lapsed as of the date of termination shall become null and void and those Restricted Stock Units shall be forfeited to the
Company. The Restricted Stock Units for which the Forfeiture Restrictions have lapsed as of the date of such termination, including
Restricted Stock Units for which the restrictions lapsed in connection with such termination, shall not be forfeited to the Company
and shall be settled as set forth in Section 4.


 


7.          Leave
of Absence. Subject to Section 409A of the Code, with respect to the Award, the Company may, in its sole discretion, determine
that if you are on an approved leave of absence for any reason you will be considered to still be in the employ of, or providing
services for, the Company, provided that rights to the Restricted Stock Units during a leave of absence will be limited to the
extent to which those rights were earned or vested when the leave of absence began.


 


8.          Payment
of Taxes. The Company may require you to pay to the Company (or the Company’s Subsidiary if you are an employee of a
Subsidiary of the Company) an amount the Company deems necessary or appropriate to satisfy its (or its Subsidiary’s) current
or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect
to any tax withholding, you may (a) direct the Company to withhold from the shares of Stock to be issued to you under this Agreement
the number of shares necessary to satisfy the Company’s obligation to withhold taxes, which determination will be based on
the shares’ Fair Market Value at the time such determination is made; (b) deliver to the Company shares of Stock sufficient
to satisfy the Company’s tax withholding obligations, based on the shares’ Fair Market Value at the time such determination
is made; (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding
through any combination of subparagraphs (a), (b) and (c). If you desire to elect to use the stock withholding
option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes.
If such tax obligations are satisfied under subparagraph (a) or (b), the maximum number of shares of Stock that
may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of
withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates
for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting
treatment with respect to such Award. If you are not subject to Section 16 of the Exchange Act, the Company, in its discretion,
may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b),
or (d). In the event the Company determines that the aggregate Fair Market Value of the shares of Stock withheld as payment
of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must pay to the Company,
in cash, the amount of that deficiency immediately upon the Company’s request.


 




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9.          Compliance
with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock will be subject
to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements
of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance
would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements
of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder
unless (a) a registration statement under the Securities Act is, at the time of issuance, in effect with respect to the shares
issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an
applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT ISSUANCE OF STOCK UPON THE
VESTING OF RESTRICTED STOCK UNITS GRANTED PURSUANT TO THIS AGREEMENT MAY NOT OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED.
The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s
legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any
liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition
to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence
compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as
may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the
actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate
Persons to make shares of Stock available for issuance.


 


10.         Adjustments.
The terms of the Award, including the number and type of shares subject to the Award, shall be subject to adjustment in accordance
with Section 8 of the Plan.


 


11.         Right
of First Refusal. Stock acquired pursuant hereto is subject to the provisions of Section 9(b) of the Plan.


 


12.         Purchase
Option. Stock acquired pursuant hereto is subject to the provisions of Section 9(c) of the Plan.


 




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13.         Legends.
The Company may at any time place legends referencing any restrictions imposed on the shares pursuant to this Agreement on all
certificates representing shares issued with respect to this Award.


 


14.         Right
of the Company and Subsidiaries to Terminate Services. Nothing in this Agreement confers upon you the right to continue in
the employ of or performing services for the Company or any Subsidiary, or interferes in any way with the rights of the Company
or any Subsidiary to terminate your employment or service relationship at any time.


 


15.         Furnish
Information. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting
or other requirements imposed upon the Company by or under any applicable statute or regulation.


 


16.         No
Liability for Good Faith Determinations. The Company and the members of the Board shall not be liable for any act, omission
or determination taken or made in good faith with respect to the Plan, this Agreement or the Restricted Stock Units granted hereunder.


 


17.         Execution
of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Stock or other property to you, or to
your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof,
be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir,
legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such
form as it shall determine.


 


18.         No
Guarantee of Interests. The Board and the Company do not guarantee the Stock of the Company from loss or depreciation.


 


19.         Company
Records. Records of the Company or its Subsidiaries regarding your period of service, termination of service and the reason(s)
therefor, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.


 


20.         Notice.
All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be
deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier
the date it is sent via certified United States mail.


 


21.         Waiver
of Notice. Any person entitled to notice hereunder may waive such notice in writing.


 


22.         Successors.
This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its
successors and assigns.


 


23.         Severability.
If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced
as if the illegal or invalid provision had never been included herein.


 




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24.         Company
Action. Any action required of the Company shall be by resolution of the Board, an authorized committee of the Board or by
a person or entity authorized to act by resolution of the Board.


 


25.         Headings.
The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction
of the provisions hereof.


 


26.         Governing
Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws
of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted
by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval
of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.


 


27.         Consent
to Texas Jurisdiction and Venue. You hereby consent and agree that state courts located in Harris County, Texas and the United
States District Court for the Southern District of Texas each shall have personal jurisdiction and proper venue with respect to
any dispute between you and the Company arising in connection with the Restricted Stock Units or this Agreement. In any dispute
with the Company, you will not raise, and you hereby expressly waive, any objection or defense to such jurisdiction as an inconvenient
forum.


 


28.         Amendment.
This Agreement may be amended the Board or by the Committee at any time (a) without your consent, so long as the amendment does
not materially and adversely affect your rights under the Award, or (b) with your consent. For purposes of clarity, any adjustment
made to the Award pursuant to Section 8 of the Plan will be deemed not to materially and adversely affect your rights under this
Award.


 


29.         Clawback.
This Agreement and your Award is subject to any written clawback policies of the Company. Any such policy may subject your Award
and amounts paid or realized with respect to your Award to reduction, cancelation, forfeiture or recoupment if certain specified
events or wrongful conduct occur, including but not limited to an accounting restatement due to the Company’s material noncompliance
with financial reporting regulations or other events or wrongful conduct specified in any such clawback policy adopted to conform
to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities and
Exchange Commission and that the Company determines should apply to this Award.


 


30.         Nonqualified
Deferred Compensation Rules.


 


(a)          Notwithstanding
any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with the Nonqualified
Deferred Compensation Rules or an exemption therefrom and shall be construed and administered in accordance with such intent. Any
payments under this Agreement that may be excluded from the Nonqualified Deferred Compensation Rules either as separation pay due
to an involuntary separation from service or as a short-term deferral shall be excluded from the Nonqualified Deferred Compensation
Rules to the maximum extent possible. Any payments to be made under this Agreement upon a termination of your employment shall
only be made if such termination of employment constitutes a “separation from service” under the Nonqualified Deferred
Compensation Rules.


 




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(b)          Notwithstanding
any provision in this Agreement to the contrary, (i) if any payment or benefit provided for herein would be subject to additional
taxes and interest under the Nonqualified Deferred Compensation Rules if your receipt of such payment or benefit is not delayed
until the earlier of (A) your death or (B) the date that is six months after the date of your separation from service (such date,
the “Section 409A Payment Date”), then such payment or benefit shall not be provided to you (or your estate,
if applicable) until the Section 409A Payment Date or (ii) if the payments hereunder constitute Nonqualified Deferred Compensation,
then each such payment that is conditioned upon your execution of a release and that is to be paid or provided during a designated
period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable
years. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement
are exempt from, or compliant with, the Nonqualified Deferred Compensation Rules and in no event shall the Company or its Affiliates
be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of
non-compliance with the Nonqualified Deferred Compensation Rules.


 


31.         The
Plan. This Agreement and the Notice of Grant are subject to all the terms, conditions, limitations and restrictions contained
in the Plan. In the event of any conflict or inconsistency between any terms and conditions of this Agreement, the Notice of Grant,
and the terms and provisions of an employment agreement, consulting agreement, severance or change in control agreement, if any,
between you and the Company or any Subsidiary or other Affiliate (the “Employment Agreement”), the terms and
conditions of the Employment Agreement shall be controlling. Taking into account the provisions of Section 6(a) of the Plan, if
there is any conflict or inconsistency between the Plan and the Notice of Grant, this Agreement, or the Employment Agreement, then
you acknowledge and agree that those terms of the Plan shall control and, if necessary, the applicable terms of the Notice of Grant,
this Agreement, or the Employment Agreement shall be deemed amended so as to carry out the purpose and intent of the Plan.


 


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