**Exhibit 10.6**

**W&T OFFSHORE, INC.**

**AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN**

**EXECUTIVE RESTRICTEDSTOCK UNIT AGREEMENT**

This Agreement is made and entered into as of August 3, 2010 (the “***Date ofGrant***”) by and between W&T Offshore, Inc., a Texas 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 thisrestricted stock unit award; 

**WHEREAS**, the Company adopted the W&T Offshore, Inc. Amended and Restated IncentiveCompensation Plan, as it may be amended from time to time (the “***Plan***”) under which the Company is authorized to grant stock-based awards to certain employees and service providers of the Company; 

**WHEREAS**, a copy of the Plan has been furnished to you and shall be deemed a part of this restricted stock unit award agreement(“***Agreement***”) as if fully set forth herein and the terms capitalized but not defined herein shall have the meanings set forth in the Plan; 

**WHEREAS**, the Company adopted the W&T Offshore, Inc. Stock Ownership and Retention Policy, as it may be amended from time to time (the “***Policy***”) under which the Companyhas established various stock ownership and retention requirements; 

**WHEREAS**, a copy of the Policy has been furnishedto you and, as this Award (as defined below) shall be subject to the terms and conditions of the Policy, shall be deemed a part of this Agreement as if fully set forth herein; 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 setforth, the parties agree as follows: 

1. The Grant. Subject to the conditions set forth below and the adjustmentprovisions of Section 3(b), the Company hereby grants to you effective as of the Date of Grant, as a matter of separate inducement but not in lieu of any salary or other compensation for your services for the Company, an award (the“***Award***”) consisting of                          shares of restricted stock units in accordancewith the terms and conditions set forth herein and in the Plan (the “***Restricted Stock Units***”), along with any additional rights related to the Restricted Stock Unit as described in Section 2 of this Agreement.

2. Dividend Equivalents. As of the Date of Grant above, this grant of Restricted Stock Units also includes a tandemgrant of a Dividend Equivalent with respect to each share of Restricted Stock Units granted to you pursuant to Section 1 of this Agreement; *provided*, *however*, that you shall not receive Dividend Equivalents for any distributionsmade with respect to a share of Stock prior to the satisfaction of the Performance Vesting Requirement (as defined 

 
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below). In the event that the Performance Vesting Requirement is satisfied prior to the Vesting Date, you shall receive Dividend Equivalents for any distributions made with respect to a share ofStock for the period of time between the day the attainment of the Performance Vesting Requirement occurs and the Vesting Date, taking into account that an adjustment shall be made to the number of Dividend Equivalents granted to you to reflect anyadjustments made to your Restricted Stock Units pursuant to Section 3(b) below. All Dividend Equivalents granted on and after the Date of Grant shall carry identical vesting restrictions as shall be attached to the Restricted Stock Units givingrise to such Dividend Equivalents, thus, if the Performance Vesting Requirement is not satisfied, all rights to Dividend Equivalents shall immediately cease. If a tandem Restricted Stock Unit is forfeited, your tandem Dividend Equivalent withrespect to such Restricted Stock Units shall automatically terminate at that time. Any Dividend Equivalent payment will be made on or promptly following the date on which the dividends are otherwise paid to the holders of Stock; *provided*,*however*, in no event shall the dividend payment be made later than 30 days following the date on which the Company pays such dividend to the holders of Stock. 

3. Vesting Date, Adjustment, and Other Restrictions. Subject to the terms and conditions of this Agreement and the Plan, the forfeiture restrictions on the Restricted Stock Units will lapse and theRestricted Stock Units will vest, subject to the Performance Vesting Requirement, on December 15th of the second calendar year following the calendar year in which the Date of Grant occurs (the “***Vesting Date***”).

(a) Performance Vesting Requirement. The “***Performance Vesting Requirement***” means theachievement of the “***Performance Goals***,” which are performance criteria established by the Committee pursuant to Section 8 of the Plan and set forth in Appendix A attached hereto. 

(b) Adjustment Following the Satisfaction of the Performance Vesting Requirement. Immediately following the Committee’scertification of the satisfaction of the Performance Vesting Requirement and the applicable level of achievement attained in connection therewith, the number of Restricted Stock Units granted to you pursuant to Section 1 of this Agreement shallbe adjusted to reflect the achievement of the Performance Goals during the applicable performance period. In the event of a negative adjustment, the remaining Restricted Stock Units granted to you pursuant to Section 1 of this Agreement noteligible for vesting shall be forfeited as of the end of the performance period. The Committee shall promptly notify you of any and all adjustments made to your Restricted Stock Units pursuant to this Section 3(b). 

By way of example only, the Performance Vesting Requirement adjustment described above will operate as follows: if you are granted 1,000Restricted Stock Units on the Date of Grant, and the level of achievement of the Performance Goals during the applicable performance period is reached at a level the Company has designated as a 75% achievement level, it will only be possible for youto fully vest in 750 Restricted Stock Units on the Vesting Date and the remaining 250 Restricted Stock Units shall be forfeited as of the end of the performance period. Following the satisfaction of the Performance Vesting Requirement but prior tothe Vesting Date, you will be then eligible to receive Dividend Equivalents with respect to 750 Restricted Stock Units rather than the original 1,000 Restricted Stock Units. Upon the applicable settlement

 
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date of your Restricted Stock Units, you will receive a settlement from the Company with respect to 750 Restricted Stock Units rather than the original 1,000 Restricted Stock Units. 

(c) Other Restrictions. Subject to Section 6 of this Agreement, the restrictions on your Restricted Stock Units will expireon the Vesting Date only if you have been an employee or service provider of the Company or of a Subsidiary continuously from the Date of Grant through the Vesting Date. Other than as provided in Section 6(d)(i) below, in the event that thePerformance Vesting Requirement is not satisfied, no portion of the Restricted Stock Units shall become vested. Restricted Stock Units that have become vested pursuant to this Section 3 shall be referred to herein as the “***VestedUnits***.” 

4. Settlement. 

(a) Form of Settlement. The Committee, in its sole discretion, shall determine at the time of such settlement whether the Vested Units will be settled: (i) in a single lump sum cash payment inan amount equal to the Fair Market Value of Stock as of the date of settlement multiplied by the number of Vested Units to be settled, (ii) in shares of such Stock, or (iii) in a combination of cash and shares of Stock. Settlement ofVested Units shall be subject to and pursuant to rules and procedures established by the Committee in its sole discretion. 

(b) Time of Settlement. The Vested Units shall be settled by the Company as soon as administratively feasible following theVesting Date, but in no event shall such settlement occur later than 75 days following the Vesting Date. In the event the Restricted Stock Units become Vested Units pursuant to Section 6 below, the Company will settle the Vested Units as soonas administratively practicable following the time of vesting noted in Section 6 below, but in no event shall such settlement occur later than 75 days following the applicable vesting event. 

5. Restrictions, Forfeiture and Limitations on Ownership. The shares of Restricted Stock Units are restricted in the sense thatthey may be forfeited to the Company prior to the time the Restricted Stock Units are deemed Vested Units. You, or your executor, administrator, heirs, or legatees shall have the right to vote any shares of Stock you may receive as settlement of theVested Units and hold all the other privileges of a shareholder of the Company only from the date of issuance of a Stock certificate in your name representing payment of a Vested Unit in the form of a share of Stock, or the delivery of the Stock tothe Company’s transfer agent, as applicable. 

6. Termination of Services or Change in Control. 

(a) Termination due to your Death or Disability. Following the satisfaction of the Performance Vesting Requirement, if youremployment or service relationship with the Company and any of its Subsidiaries is terminated as a result of your death or Disability (as defined below), then the forfeiture restrictions on your Restricted Stock Units, subject to any adjustmentpursuant to Section 3(b) above, shall automatically lapse as to the outstanding unvested shares of Restricted Stock Units, and in the case of your Disability, subject to Section 12 of this Agreement. If your employment or servicerelationship with the Company and any of its Subsidiaries is terminated as a result of your death or Disability prior to the satisfaction of the 

 
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Performance Vesting Requirement, no portion of the Restricted Stock Units will become Vested Units. 

For purposes of this Section 6(a), the term “***Disability***” shall have the meaning given such term in any written employment, severance or other similar individual agreement (an“***Individual Agreement***”) between you and the Company. In the event that there is no existing written Individual Agreement between you and the Company or if any such agreement does not define Disability, the term“***Disability***” shall mean: (i) a physical or mental impairment of sufficient severity that, in the opinion of the Company, (A) you are unable to continue performing the duties assigned to you prior to such impairmentor (B) your condition entitles you to disability benefits under any insurance or employee benefit plan of the Company or its Subsidiaries, and (ii) the impairment or condition is cited by the Company as the reason for your termination;*provided, however,* that in all cases, the term Disability shall be applied and interpreted in compliance with section 409A of the Code and the regulations thereunder. 

(b) Termination due to your Normal Retirement. Following the satisfaction of the Performance VestingRequirement, if your employment or service relationship with the Company and any of its Subsidiaries is terminated as a result of your Normal Retirement prior to the Vesting Date, then the restrictions on a number of the shares of your RestrictedStock Units, subject to any adjustment pursuant to Section 3(b) above, shall automatically lapse pro-rata in relation to the amount of time you have been employed by, or in the service of, the Company or any of its Subsidiaries, as describedbelow; *provided*, *however*, that such restrictions shall lapse subject to the additional provisions of Section 12 of this Agreement, if applicable. Solely for purposes of determining the number of shares which may lapse or vestpursuant to this Section 6(b), the Restricted Stock Units, as adjusted pursuant to Section 3(b) above, shall be referred to in two portions, two-thirds( 2/3) of the Restricted Stock Units shall bethe “***Two-Year Portion***”; the remaining and final one-third ( 1/3) of the Restricted Stock Units shall be the “***Three-Year Portion***.” Following a termination of your employment or service due to your Normal Retirement:

(i) restrictions will lapse on a number of Restricted Stock Units in the Two-Year Portionequal to the product of (A) two-thirds( 2/3) of the total number of Restricted StockUnits granted to you, subject to any adjustment pursuant to Section 3(b) above, times (B) a fraction, the numerator of which is the number of full months (counting the month in which your termination of employment occurs as a full month),beginning with the first day of the first month of the year in which the Date of Grant occurs, during which you were employed by the Company and/or any Subsidiary and the denominator of which is 24; plus 

(ii) restrictions will lapse on a number of Restricted Stock Units in the Three-Year Portion equal to the product of(A) one-third ( 1/3) of the total numberof Restricted Stock Units granted to you, subject to any adjustment pursuant to Section 3(b) above, times (B) a fraction, the numerator of which is the number of full months (counting the month in which your termination of employmentoccurs as a full month), beginning with the first day of the first month of the year in which the Date of Grant occurs, during which you were employed by the Company and/or any Subsidiary and the denominator of which is 36. 

 
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If your employment or servicerelationship with the Company and any of its Subsidiaries is terminated as a result of your Normal Retirement prior to the satisfaction of the Performance Vesting Requirement, no portion of the Restricted Stock Units will become Vested Units. Forpurposes of this Section 6(b), the term “***Normal Retirement***” shall have the meaning given such term in any Individual Agreement between you and the Company. In the event that there is no existing written IndividualAgreement between you and the Company or if any such agreement does not define Normal Retirement, the term “***Normal Retirement***” shall mean the termination of your employment or service relationship with the Company and each ofits Subsidiaries by which you are employed or provide services to due to your voluntary retirement on or after the date that you attain age 67. 

(c) Termination for Any Other Reason. Subject to Sections 6(d) and 6(e) below, if your employment or service relationship with the Company or any of its Subsidiaries is terminated for any otherreason other than your death, Disability or your Normal Retirement prior to the Vesting Date, then that portion, if any, of the Restricted Stock Units granted pursuant to this Agreement for which have not become Vested Units as of the date oftermination shall become null and void as of the date of such termination; *provided*, *however*, that, subject to the Performance Vesting Requirement, the portion, if any, of your Vested Units as of the date of such termination willsurvive the termination of employment. 

(d) Change in Control. 

(i) Prior to Satisfaction of the Performance Vesting Requirement. Notwithstanding anything to the contrary in Section 3 orthe remainder of this Section 6, in the event that a Change in Control is consummated prior to both the Vesting Date and the end of the applicable performance period for which the Performance Vesting Requirement relates, forfeiture restrictionson all Restricted Stock Units granted to you pursuant to Section 1 of this Agreement shall automatically lapse and the Restricted Stock Units will vest, subject further to Section 12 of this Agreement. 

(ii) Following the Satisfaction of the Performance Vesting Requirement. Notwithstanding anything to the contrary in the remainderof this Section 6, in the event that a Change in Control is consummated prior to the Vesting Date but following the satisfaction of the Performance Vesting Requirement, forfeiture restrictions on your Restricted Stock Units, subject to anyadjustment pursuant to Section 3(b) above, shall automatically lapse and such Restricted Stock Units will vest subject further to Section 12 of this Agreement. For further clarity, in the event that the Change in Control is consummatedfollowing the applicable performance period to which the Performance Vesting Requirement relates, but the Performance Vesting Requirement was not achieved during such time, no portion of the Restricted Stock Units shall become Vested Units upon aChange in Control. 

(iii) Other restrictions. Nothing within this Section 6(d) is intended to modify Sections6(a) or 6(b) above regarding the full acceleration or pro-rata acceleration, as applicable, of your Restricted Stock Units upon a termination of employment due to death, Disability or Normal Retirement. The provisions of Sections 6(a) and 6(b) shallapply to a termination of your employment or service for death, Disability or Normal Retirement, as 

 
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applicable, whether or not such a termination of employment or service were to occur in connection with a Change in Control. 

(e) Effect of Individual Agreement. Notwithstanding any provision herein to the contrary, in the event of any inconsistencybetween this Section 6 and any Individual Agreement entered into by and between you and the Company, the terms of such an Individual Agreement shall control. 

7. Leave of Absence. With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in theemploy 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. Delivery of Stock. In the event the Committee determines to settle the Restricted Stock Units in the form of Company Stock,promptly following the expiration of the restrictions on the Restricted Stock Units as contemplated in Sections 3 or 6 of this Agreement, the Company shall either cause to be issued and delivered to you or your designee a certificate or otherevidence of the number of Restricted Stock Units as to which restrictions have lapsed, free of any restrictive legend relating to the lapsed restrictions, or cause those number of Restricted Stock Units to be properly registered with theCompany’s transfer agent as appropriate, upon receipt by the Company of any tax withholding as may be requested pursuant to Section 9 of this Agreement. The value of such Restricted Stock Units shall not bear any interest owing to thepassage of time. 

9. Payment of Taxes. The Company may require you to pay to the Company (or the Company’sSubsidiary if you are an employee of a Subsidiary of the Company), an amount the Company deems necessary to satisfy its (or its Subsidiary’s) current or future obligation to withhold federal, state or local income or other taxes that you incuras a result of the Award. With respect to any such required tax withholding, the Company will withhold from the cash payment or the shares of Stock to be issued to you under this Agreement, as applicable, the cash amount or the number of sharesnecessary to satisfy the Company’s obligation to withhold taxes; where the Restricted Stock Units will be settled in shares of Stock, such a determination will be based on the shares’ Fair Market Value at the time such determination ismade. In the event the Restricted Stock Units are settled in shares of Stock, and 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 thattax withholding obligation, then you must pay to the Company, in cash, the amount of that deficiency immediately upon the Company’s request. 

10. Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, in the event the Restricted Stock Units are settled in shares of Stock, the issuance of Stockwill 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 willbe 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 belisted. In addition, Stock will not be issued hereunder 

 
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unless (a) a registration statement under the Securities Act of 1933, as amended (the “***Act***”), is at the time of issuance in effect with respect to the shares issuedor (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 Act. The inability of the Company to obtain from anyregulatory 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 thefailure 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 compliancewith 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 theactions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance. 

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

12. Non-Compete Agreements. The Company, in its sole discretion, may require you to execute a separatenon-compete, non-solicitation, or similar agreement in connection with the grant of the Restricted Stock Units pursuant to this Agreement or in connection with the acceleration of the Restricted Stock Units in accordance with the provisions ofSection 6 of this Agreement. 

13. Furnish Information. You agree to furnish to the Company all informationrequested 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. 

14. Remedies. The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms andprovisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise. 

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

16. 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 

 
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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 the Company shall determine.

17. No Guarantee of Interests. The Company, the members of the Committee and the Board do not guarantee the Stock ofthe Company from loss or depreciation. 

18. Notice. All notices required or permitted under this Agreement must be inwriting 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.

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

20. Information Confidential. As partial consideration for the granting of the Award hereunder, you hereby agree to keepconfidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; *provided*, *however*, that such information maybe disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determiningwhether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you. 

21. Successors. This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns, including, but not limitedto, any successor entity resulting from a Change in Control. 

22. Severability. If any provision of this Agreement isheld 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 invalidprovision had never been included herein. 

23. Company Action. Any action required of the Company shall be by authorityof the Board or by a person or entity authorized to act by the Board. 

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

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

26. 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

 
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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 Award or this Agreement. In anydispute with the Company, you will not raise, and you hereby expressly waive, any objection or defense to any such jurisdiction as an inconvenient forum. 

27. Amendment. This Agreement may be amended the Board or by the Committee at any time (a) if the Board or the Committee determines, in its sole discretion, that amendment is necessary oradvisable in light of any addition to or change in any federal or state, tax or securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Award; or (b) other than in the circumstancesdescribed in clause (a) or provided in the Plan, with your consent. 

28. Transfer. This Agreement and theRestricted Stock Units granted hereunder will not be transferable by you other than by will or the laws of descent and distribution, or as otherwise provided by the Plan. 

29. The Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan. 

30. The Policy. This Agreement and this Award is subject to all the terms, conditions, limitations and restrictions contained within the Policy. 

 
**W&T OFFSHORE, INC.**By: 
 
 President**GRANTEE**
** **
Signature
 
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**Appendix A**

**Performance Goals**

The Performance Goals for your Restricted Stock Units shall be comprised of the business criterion noted below. Your Restricted Stock Units will become Vested Units on the Vesting Date, subject to theachievement of at least a Level 4 and up to a Level 1 Performance Level (defined below) for the applicable performance period noted. The Committee shall review, analyze and certify the achievement of the Performance Level for the applicableperformance period and shall determine whether your Restricted Stock Units have vested on the Vesting Date, in accordance with the Agreement and the terms of the Plan. For vesting purposes, the Performance Level achieved for the applicableperformance period shall be deemed achieved effective as of the last day of the applicable performance period, despite any delay that may occur in determining which Performance Level is met during the Committee’s certification process.

**Business Criteria**

 

**Criteria**
  **Percentage of Restricted****Stock UnitsSubject to****Performance Criteria** 
**Performance Period**

**for Achieving**

**Performance Goals**

Average Earnings Per Share (Undiluted), being “***EPS***,” for the Performance Period
  100% 
The full calendar year,

from January 1 to December 31, in which

the Date of Grantoccurs

 

**Performance Level**
  **Scale**
Level 1: EPS > $1.25 per share
  100%
Level 2: EPS > $1.00 per share
  75%
Level 3: EPS >$0.75 per share
  50%
Level 4: EPS >$0.50 per share
  25%
Level 5: EPS = $0.50 per share or below
  0%
 
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