EX-10.41






SEABULK INTERNATIONAL, INC.




RESTRICTED STOCK AGREEMENT




Pursuant to the Amended and Restated Equity Ownership Plan




AGREEMENT made as of the xxxth day of xxx, between SEABULK INTERNATIONAL, INC., a Delaware
corporation (the “Company”), and      (“Employee”).




1. Award.



(a) Shares. Pursuant to the Amended and Restated Equity Ownership (the “Plan”), the
Company hereby grants      (the “Restricted Shares”) of the Company’s common stock, par
value $0.01 per share (“Stock”), as hereinafter provided in Employee’s name subject to certain
restrictions thereon, as set forth herein.



(b) Issuance of Restricted Shares. The Restricted Shares shall be issued upon
acceptance hereof by Employee and subject to the conditions of this Agreement.



(c) Plan Incorporated. Employee acknowledges receipt of a copy of the Plan, and
agrees that this award of Restricted Shares shall be subject to all of the terms and conditions set
forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof,
which Plan is incorporated herein by reference as a part of this Agreement.



2. Restricted Shares. Employee hereby accepts the Restricted Shares when issued and
agrees with respect thereto as follows:



(a) Forfeiture Restrictions. The Restricted Shares may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent
then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of
termination of Employee’s employment with the Company or employing subsidiary for any reason other
than (i) normal retirement, (ii) death or (iii) disability as determined by the Company or
employing subsidiary, or except as otherwise provided in the last sentence of subparagraph (b) of
this Paragraph 2, Employee shall, for no consideration, forfeit to the Company all Restricted
Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer
and the obligation to forfeit and surrender Restricted Shares to the Company upon termination of
employment are herein referred to as “Forfeiture Restrictions.” The Forfeiture Restrictions shall
be binding upon and enforceable against any transferee of Restricted Shares.



(b) Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to
the Restricted Shares in accordance with the following schedule provided that Employee has been
continuously employed by the Company from the date of this Agreement through the lapse date:



	 	 	 	 	 
	 	 	Percentage of Total
	 	 	Number of Restricted Shares
	 	 	as to which Forfeiture
	Lapse Date	 	Restrictions Lapse
	date
	 	 	—	%
	date
	 	 	—	%
	date
	 	 	—	%







date
—%



date
—%



Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted
Shares on the earlier of (i) the occurrence of a Corporate Change of Control (as such term is
defined in the Plan), or (ii) the date Employee’s employment with the Company is terminated by
reason of death, disability (as determined by the Company or employing subsidiary) or retirement.
In the event Employee’s employment is terminated for any other reason, the Compensation Committee
of the Board of Directors (the “Committee”) may, in the Committee’s sole discretion, approve the
lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to the Forfeiture
Restrictions, such lapse to be effective on the date of such approval or Employee’s termination
date, if later.



(c) Certificates. A certificate evidencing the Restricted Shares shall be issued by
the Company in Employee’s name, pursuant to which Employee shall have voting rights and shall be
entitled to receive all dividends unless and until the Restricted Shares are forfeited pursuant to
the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the
Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the
Secretary of the Company or to such other depository as may be designated by the Company as a
depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse
pursuant to the terms of the Plan and this award. Upon request of the Committee, Employee shall
deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then
subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without
forfeiture, the Company shall cause a new certificate or certificates to be issued without legend
in the name of Employee for the shares upon which Forfeiture Restrictions lapsed. Notwithstanding
any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether
subject to restrictions or unrestricted) may be postponed for such period as may be required to
comply with applicable requirements of any national securities exchange or any requirements under
any law or regulation applicable to the issuance or delivery of such shares. The Company shall not
be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall
constitute a violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange.



3. Withholding of Tax. To the extent that the receipt of the Restricted Shares or the
lapse of any Forfeiture Restrictions results in income to Employee for federal or state income tax
purposes, Employee shall deliver to the Company at the time of such receipt or lapse, as the case
may be, such amount of money or shares of unrestricted Stock as the Company may require to meet its
withholding obligation under applicable tax laws or regulations, and, if Employee fails to do so,
the Company is authorized to withhold from any cash or Stock remuneration then or thereafter
payable to Employee any tax required to be withheld by reason of such resulting compensation
income.



4. Status of Stock. Employee agrees that the Restricted Shares will not be sold or
otherwise disposed of in any manner which would constitute a violation of any applicable federal or
state securities laws. Employee also agrees (i) that the certificates representing the Restricted
Shares may bear such legend or legends as the Company deems appropriate in order to assure
compliance with applicable securities laws, (ii) that the Company may refuse to register the
transfer of the Restricted Shares on the stock transfer records of the Company if such proposed
transfer would be in the opinion of counsel satisfactory to the Company constitute a violation of
any applicable securities law and (iii) that the Company may give related instructions to its
transfer agent, if any, to stop registration of the transfer of the Restricted Shares.



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5. Employment Relationship. For purposes of this Agreement, Employee shall be
considered to be in the employment of the Company as long as Employee remains an employee of either
the Company, any successor corporation or a parent or subsidiary corporation (as defined in section
424 of the Code) of the Company or any successor corporation. Any question as to whether and when
there has been a termination of such employment, and the cause of such termination, shall be
determined by the Committee, and its determination shall be final.



6. Committee’s Powers. No provision contained in this Agreement shall in any way
terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering
any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan or
resolutions adopted in furtherance of the Plan, including, without limitation, the right to make
certain determinations and elections with respect to the Restricted Shares.



7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any successors to the Company and all persons lawfully claiming under Employee.



8. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Florida.



IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer
thereunto duly authorized, and Employee has executed this Agreement, all as of the date first above
written.




SEABULK INTERNATIONAL, INC.




By:     




     



Employee




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