Exhibit 4.5


 


ENERGY XXI GULF COAST, INC.


2016 LONG TERM INCENTIVE PLAN


 


NOTICE OF GRANT OF RESTRICTED STOCK UNIT


(Initial Director Award)


 


Pursuant to the terms and
conditions of the Energy XXI Gulf Coast, Inc. 2016 Long Term Incentive Plan, attached as Appendix A (the “Plan”),
and the associated Restricted Stock Unit Agreement, attached as Appendix B (the “Agreement”),
and the Initial Grant Settlement Election Form, attached as Exhibit C (the “Settlement Election Form”),
you are hereby granted an award to receive the number of Restricted Stock Units set forth below whereby each Restricted Stock Unit
represents the right to receive one share of Stock, plus rights to certain Dividend Equivalents described in Section 4 of the Agreement,
subject to certain restrictions thereon, and under the terms and conditions set forth below, in the Agreement, and in the Plan
(the “Restricted Stock Units”). Capitalized terms used but not defined herein shall have the meanings
set forth in the Plan.


 


	Grantee:	 	______________________
	 	 	 
	Date of Grant:	 	January 17, 2017 (“Date of Grant”)
	 	 	 
	Number of Restricted Stock Units:	 	____________
	 	 	 
	Vesting Schedule:	 	
        The Forfeiture Restrictions on the Restricted
        Stock Units granted pursuant to the Agreement will expire and the Restricted Stock Units will vest and become nonforfeitable, pursuant
        to Section 6 of the Agreement, as follows: one-third of the Restricted Stock Units on January 31, 2018, and one-third of the Restricted
        Stock Units on each of December 31, 2018 and 2019, such that all of the Restricted Stock Units will be vested on December 31, 2019,
        provided, however, that, except as otherwise provided in the Agreement, such Restricted Stock Units will vest on
        such dates only if you remain a director of or a service provider to the Company or its Subsidiaries continuously from the Date
        of Grant through the applicable vesting date.

         

        Notwithstanding the foregoing, in the event
        of (i) a Change of Control, (ii) a separation from service by reason of death, or (iii) a separation from service by reason of
        Disability (as defined below), any Restricted Stock Units that are unvested on the date of such event shall become vested on such
        date.

         

        “Disability” means,
        as determined by the Board or the Committee, in its sole discretion exercised in good faith, a physical or mental impairment of
        sufficient severity that you are either unable to perform the essential functions of your position, with or without a reasonable
        accommodation for your disability, or to perform the essential functions of your position without an accommodation that would be
        an undue hardship for the Company or a Subsidiary to provide.



 




     


     


    

 


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	Settlement Event:	 	Stock will become issuable and Dividend Equivalents payable on the date elected by you on a timely submitted Settlement Election Form or, if no such form is timely submitted by you, then on the date of vesting of the Restricted Stock Units (such date or event, a “Settlement Event”).  Absent a provision in the Agreement or the Plan to the contrary, Stock and Dividend Equivalents with respect to vested Restricted Stock Units will be delivered to you no later than 45 days following the applicable Settlement Event.


 


By your signature and the
signature of the Company’s representative below, you and the Company hereby acknowledge receipt of the Restricted Stock Units
issued on the Date of Grant indicated above, which have been granted under the terms and conditions of this Notice of Grant of
Restricted Stock Units (the “Notice of Grant”), the Plan and the Agreement.


 


You acknowledge and agree
that (a) you are not relying upon any written or oral statement or representation of the Company, its affiliates, or any of their
respective employees, directors, officers, attorneys or agents (collectively, the “Company Parties”)
regarding the tax effects associated with your execution of this Notice of Grant and your receipt and holding of and the vesting
of the Restricted Stock Units, and (b) in deciding to enter into this Agreement, you are relying on your own judgment and the judgment
of the professionals of your choice with whom you have consulted. You hereby release, acquit and forever discharge the Company
Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses
of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated
with your execution of the Agreement and your receipt and holding of and the vesting of the Restricted Stock Units. In addition,
you are consenting to receive documents from the Company and any plan administrator by means of electronic delivery, provided that
such delivery complies with applicable law. This consent shall be effective for the entire time that you are a participant in the
Plan.


 


By signing this Notice
of Grant you acknowledge receipt of a copy of the Plan and the Agreement and agree to all of the terms and conditions of this Notice
of Grant and of the Plan and the Agreement, which are incorporated in this Notice of Grant by reference.


 




     


     


    

 


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	ENERGY XXI GULF COAST, Inc.,	 
	a Delaware corporation	 
	 	 	 
	By: 	 	 
	 	 	 
	Name:    [_________________]	 
	Title:      [_________________]	 
	 	 	 
	Accepted by:	 
	 
	 	 
	[GRANTEE]	 
	 	 
	Date:	 	 


 


Attachments:


 


Appendix A – Energy XXI Gulf Coast,
Inc. 2016 Long Term Incentive Plan


 


Appendix B – Restricted Stock
Unit Agreement


 


Appendix C – Initial Grant Settlement
Election Form


 




     


     


    

 


Appendix A


 


Energy XXI Gulf Coast, Inc.


2016 Long Term Incentive Plan


 




    	 	4	 



     


    

 


Appendix B


 


Restricted Stock Unit Agreement


 




    	 	5	 



     


    

 


Appendix C


 


Initial Grant Settlement Election Form


 




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