Exhibit 10.1
 RESTRICTED STOCK AGREEMENT
 HERCULES OFFSHORE
2004 LONG-TERM INCENTIVE PLAN
 Participant Name Grant Date
     Restricted Stock «Rest_Stk»
 Restrictions on Transfer Before Vesting
 (a)
    
    The Restricted Stock will be transferred of record to the
Participant and a certificate or certificates representing said Restricted
Stock will be issued in the name of the Participant immediately upon the
execution of this Agreement. Each of such Restricted Stock certificates will
bear a legend as provided by the Company, conspicuously referring to the terms,
conditions and restrictions as permitted under Section 6(c) of the Plan. The
Company may either deliver such Restricted Stock certificate(s) to the
Participant, retain custody of such Restricted Stock certificate(s) prior to
vesting or require the Participant to enter into an escrow arrangement under
which such Restricted Stock certificate(s) will be held by an escrow agent.
The delivery of any shares of Restricted Stock pursuant to this Agreement is
subject to the provisions of Paragraph 9 below.(b)
    
    The shares of Restricted Stock granted hereunder to the
Participant may not be sold, assigned, transferred, pledged or otherwise
encumbered, whether voluntarily or involuntarily, by operation of law or
otherwise, from the Date of Grant until said shares shall have become vested in
the Participant in accordance with the provisions of Paragraph 4. Consistent
with the foregoing, except as contemplated by Paragraph 6, no right or benefit
under this Agreement shall be subject to transfer, anticipation, alienation,
sale, assignment, pledge, encumbrance or charge, whether voluntary,
involuntary, by operation of law or
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otherwise, and any attempt to transfer, anticipate, alienate, sell, assign,
pledge, encumber or charge the same shall be void. No right or benefit
hereunder shall in any manner be liable for or subject to any debts,
contracts, liabilities or torts of the person entitled to such benefits. If
the Participant or his Beneficiary hereunder shall become bankrupt or
attempt to transfer, anticipate, alienate, assign, sell, pledge, encumber or
charge any right or benefit hereunder, other than as contemplated by
Paragraph 6, or if any creditor shall attempt to subject the same to a writ
of garnishment, attachment, execution, sequestration, or any other form of
process or involuntary lien or seizure, then any and all rights and benefits
under this Agreement shall cease and terminate.
 Vesting.
 (a)
    
    Of the shares of Restricted Stock awarded hereunder, _________
shall be referred to as the Financial Performance Shares. The remaining shares of Restricted Stock shall be referred to as the Safety Performance
Shares.(b)
    
    Eligible Financial Performance Shares shall be eligible for
vesting, either by satisfaction of the Continuous Service Requirement or in
accordance with Paragraph 4(b) below. Eligible Financial Performance Shares
shall mean a number of the Financial Performance Shares determined as
follows, but subject to adjustment under Paragraph 3(e) below:
 (i)
    
    If the EBITDA of the Company and its
Subsidiaries, determined on a consolidated basis, for the fiscal year
ending December 31, 2011 (Fiscal 2011) (2011 EBITDA) is less than
Threshold 2011 EBITDA (as defined below), the number of Eligible
Financial Performance Shares shall be zero.(ii)
    
    If the 2011 EBITDA is equal to or greater than
the Maximum 2011 EBITDA (as defined below), all of the Financial
Performance Shares shall become Eligible Financial Performance Shares.(iii)
    
    If the 2011 EBITDA is equal to or greater than
the Threshold 2011 EBITDA, but less than the Maximum 2011 EBITDA, the
number of Eligible Financial Performance Shares shall be equal to:
 (1)
    
    __________________, plus(2)
    
    __________________ multiplied by
a fraction (the value of which shall not be less than 0 nor more
than 1),
 (A)
    
    the numerator of
which shall be the lesser of (I) the difference between
the Maximum 2011 EBITDA and the Threshold 2011 EBITDA,
and (II) the excess of the 2011 EBITDA over the
Threshold 2011 EBITDA; and(B)
    
    the denominator
of which shall be the difference between the Maximum
2011 EBITDA and the Threshold 2011 EBITDA.
 All Financial Performance Shares that do not become Eligible Financial
Performance Shares shall be forfeited effective as of the Performance
Certification Date (as defined below).
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(c)
    
    Eligible Safety Performance Shares shall be eligible for
vesting, either by satisfaction of the Continuous Service Requirement or in
accordance with Paragraph 4(b) below. Eligible Safety Performance Shares
shall mean a number of Safety Performance Shares determined as
follows, but subject to adjustment under Paragraph 3(e) below:
 (i)
    
    If the total recordable incident rate (as a
measurement of workplace safety) of the Company and its Subsidiaries,
determined on a consolidated basis (TRIR), for Fiscal 2011 (2011
TRIR) is greater than the Maximum 2011 TRIR (as defined below), the
number Eligible Safety Performance Shares shall be zero.(ii)
    
    If the 2011 TRIR is equal or less than the
Minimum 2011 TRIR, all of the Safety Performance Shares shall become
Eligible Safety Performance Shares.(iii)
    
    If the 2011 TRIR is equal to or less than the
Maximum 2011 TRIR, but greater than the Minimum 2011 TRIR (as defined
below), the number of Eligible Safety Performance Shares shall be equal
to:
 (1)
    
    __________________, plus(2)
    
    __________________ multiplied by
a fraction (the value of which shall not be less than 0 nor more
than 1),
 (A)
    
    the numerator of
which shall be the lesser of (I) the difference between
the Maximum 2011 TRIR and the Minimum 2011 TRIR, and
(II) the excess of the Maximum 2011 TRIR over the 2011
TRIR; and(B)
    
    the denominator
of which shall be the difference between the Maximum
2011 TRIR and the Minimum 2011 TRIR.
 All Safety Performance Shares that do not become Eligible Safety Performance
Shares shall be forfeited effective as of the Performance Certification
Date.(d)
    
    Subject to the provisions of Paragraph 3(e) below, the following terms shall have the meanings set forth below:
 (i)
    
    Maximum 2011 EBITDA means the number
Established by the Committee as the largest 2011 EBITDA that will be
recognized and used in computing the number of Financial Performance
Shares that will become Eligible Financial Performance Shares under
Paragraph 3(b) above.(ii)
    
    Maximum 2011 TRIR means the number
Established by the Committee as the highest 2011 TRIR that will result
in any of the Safety Performance Shares becoming Eligible Safety
Performance Shares under Paragraph 3(c) above.(iii)
    
    Minimum 2011 TRIR means the number
Established by the Committee as the lowest 2011 TRIR that will be
recognized and used in
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computing the number of the Safety Performance Shares that will
become Eligible Safety Performance Shares under Paragraph 3(c) above.(iv)
    
    Performance Certification Date means the date
as of which the Committee makes the written certifications required
under Paragraph11(c) below.(v)
    
    Threshold 2011 EBITDA means the number
Established by the Committee as the lowest 2011 EBITDA that will result
in any of the Financial Performance Shares becoming Eligible Financial
Performance Shares under Paragraph 3(b) above.(vi)
    
    Established by the Committee means set by the
Committee in accordance with its charter, this Agreement and the terms of the Plan on
or before the Date of Grant and identified in writing as the
quantitative standards to be used as the Maximum 2011 EBITDA, the
Maximum 2011 TRIR, the Minimum 2011 TRIR, or the Threshold 2011 EBITDA,
as the case may be, for purposes of this Agreement. In addition, the Committee shall have the right, which it may exercise in its discretion at any
time after having set the quantitative standards as provided in the preceding sentence, to increase
the Threshold 2011 EBITDA and/or the Maximum 2011 EBITDA, and to decrease the Maximum 2011 TRIR
and/or the Minimum 2011 TRIR, and if the Committee makes any such increase to the Threshold 2011
EBITDA or the Maximum 2011 EBITDA, or any such decrease the Maximum 2011 TRIR and/or the Minimum
2011 TRIR, such changed quantitative standards shall be deemed Established by the Committee.
 (e)
    
    Notwithstanding the other provisions of this Agreement, the Committee shall have
the right, which it may exercise in its discretion, to reduce the number of Performance Shares that
become Eligible Performance Shares in any way the Committee determines appropriate, including but
not limited to, by reducing the number of Eligible Financial Performance Shares that result from
the application of Paragraph 3(b) above, by reducing the number of Eligible Safety Performance
Shares that result from the application of Paragraph 3(c) above, by increasing the Threshold 2011
EBITDA and/or the Maximum 2011 EBITDA, by decreasing the Maximum 2011 TRIR and/or the Minimum 2011
TRIR, and/or by reducing the number of shares of Restricted Stock reflected in and taken into
account under Paragraphs 3(b)(iii)(1), 3(b)(iii)(2), 3(c)(iii)(1) and/or 3(c)(iii)(2).(f)
    
    The Eligible Financial Performance Shares, if any, and the
Eligible Safety Performance Shares, if any (together, the Eligible Performance
Shares) shall be the only Restricted Stock awarded under this Agreement that
shall be eligible to vest. A portion of the Eligible Performance Shares, if
any, shall vest on each of the dates set forth below (each a Service
Vesting Date) if the Participant remains employed by, or provides services to,
the Company or a Subsidiary continuously from the Date of Grant until such
Service Vesting Date (the Continuous Service Requirement), as follows:
 Cumulative Percentage of EligiblePerformance Shares Vesting on each ServiceService Vesting Dates
    
    Vesting DateThe later of (i) the First Anniversary of
Date of Grant, or (ii) the Performance Certification Date
    
    
    33 1/3
    %The later of (i) the
Second Anniversary of Date
of Grant, or (ii) the Performance Certification Date
    
    
    66 2/3
    %The later of (i) the
Third Anniversary of Date
of Grant, or (ii) the Performance Certification Date
    
    
    100
    %
 Effect of Termination of Employment or Services
 (a)
    
    If for any reason, the Participants employment by (or, if the
Participant is not an Employee, the Participant ceases to perform services to)
the Company and its Subsidiaries, then the shares of Eligible Performance
Shares that have not previously vested in accordance with the vesting schedule
reflected in Paragraph 3(e) above, as of the date of such termination of
employment (or cessation of services, as applicable), shall be forfeited by the
Participant to the Company.(b)
    
    Notwithstanding Paragraph 4(a) above, upon the termination of
the Participants employment (or cessation of services, as applicable), whether
voluntary or involuntary, the Committee may, in its sole and absolute
discretion, elect to accelerate the vesting of some or all of the
unvested shares of Eligible
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Performance Shares. The Committee may not, however, provide for the vesting
of any Restricted Stock that has not become Eligible Performance Shares in
accordance with Paragraph 3(b) or 3(c), above.
 Limitation of Rights.
 (a)
    
    give the Participant any right to be awarded any further
restricted stock or any other Award in the future, even if restricted stock or
other Awards are granted on a regular or repeated basis, as grants of
restricted stock and other Awards are completely voluntary and made solely in
the discretion of the Committee;(b)
    
    give the Participant or any other person any interest in any
fund or in any specified asset or assets of the Company or any Subsidiary; or(c)
    
    confer upon the Participant the right to continue in the
employment or service of the Company or any Subsidiary, or affect the right of
the Company or any Subsidiary to terminate the employment or service of the
Participant at any time or for any reason.
 Prerequisites to Benefits
 Rights as a Stockholder 1 2
 Successors and Assigns
 Securities Act
 (a)
    
    stating that the Participant is acquiring the shares for
investment and not with a view to the sale or distribution thereof;(b)
    
    stating that the Participant will not sell any shares of Common
Stock that the Participant may then own or thereafter acquire except either:
 (i)
    
    through a broker on a national securities
exchange or(ii)
    
    with the prior written approval of the Company;
and
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(c)
    
    containing such other terms and conditions as counsel for the
Company may reasonably require to assure compliance with the Securities Act or
other applicable federal or state securities laws and regulations.
 Federal and State Taxes
 (a)
    
    Any vested shares of Common Stock and cash or other property
payable or deliverable to the Participant hereunder shall be subject to the
payment of, or shall be reduced by, any amount or amounts which the Company is
required to withhold under the then-applicable provisions of the Internal
Revenue Code of 1986, as amended (the Code), or its successors, or any other
federal, state or local tax withholding requirement. When the Company is
required to withhold any amount or amounts under the applicable provisions of
the Code, the Company shall withhold from the vested shares of Common Stock to
be issued to the Participant a number of shares, or from any cash or other
property payable or deliverable to hereunder, necessary to satisfy the
Companys withholding obligations. The number of shares of Common Stock to be
withheld shall be based upon the Fair Market Value of the shares on the date of
withholding.(b)
    
    Notwithstanding Paragraph 9(a) above, if the Participant
elects, and the Committee agrees, the Companys withholding obligations may
instead be satisfied as follows:
 (i)
    
    the Participant may direct the Company to
withhold cash that is otherwise payable to the Participant;(ii)
    
    the Participant may deliver to the Company a
sufficient number of shares of Common Stock then owned by the
Participant to satisfy the Companys withholding obligations, based on
the Fair Market Value of the shares as of the date of withholding;(iii)
    
    the Participant may deliver sufficient cash to
the Company to satisfy its withholding obligations; or(iv)
    
    any combination of the alternatives described
in Paragraphs 10(b)(i) through 10(b)(iii) above.
 (c)
    
    Authorization of the Participant to the Company to withhold
taxes pursuant to one or more of the alternatives described in Paragraph 10(b)
above must be in a form and content acceptable to the Committee. The payment
or authorization to withhold taxes by the Participant shall be completed prior
to the delivery of any shares pursuant to this Agreement. An authorization to
withhold taxes pursuant to this provision will be irrevocable unless and until
the tax liability of the Participant has been fully paid.
 Authority of Committee.
 (a)
    
    for purposes of this Agreement, all references to the
Committee shall mean only those members of the Compensation Committee of the
Board of Directors of
the Company who are Outside Directors or a properly constituted and
authorized sub-committee of the Compensation Committee of the Board of
Directors of the Company comprised solely of two (2) or more Outside
Directors;(b)
    
    all acts and determinations relating to this Agreement shall be
performed by the Committee and may not be delegated to the Chief Executive
Officer, any other officer of the Company or any other person or group of
persons other than in accordance with Paragraph 11(a) above; and
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(c)
    
    without limiting the foregoing and unless the Restricted Stock
has been forfeited earlier, the Committee shall certify in writing as promptly
as possible after the close of Fiscal 2011 whether, and the extent to which,
the requirements of Paragraphs 3(b) and 3(c), have been met and the number of
Eligible Financial Performance Shares and Eligible Safety Performance Shares,
if any, resulting therefrom and, following each Service Vesting Date, whether
or not all material requirements of this Agreement have been satisfied by the
Participant and, if so, the number of Eligible Performance Shares vesting on
each such Service Vesting Date in accordance with this Agreement.
 Governing Law.
 Definitions.
  HERCULES OFFSHORE, INC.By:Name:
    
    James W. NoeTitle:
    
    Senior Vice President, General Counsel and
Chief Compliance OfficerDate:PARTICIPANTName:Name:
    
    Participant NameDate:
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