Employee Stock Purchase Plan


 Exhibit 10.1 
 SEAHAWK DRILLING, INC. 
 EMPLOYEE STOCK PURCHASE PLAN 
  

	1.	Purpose 

 The Seahawk Drilling, Inc. Employee Stock
Purchase Plan (the “Plan”) is designed to encourage and assist all employees of Seahawk Drilling, Inc., a Delaware corporation (“Seahawk”) and Subsidiaries (as defined in Section 4) (hereafter collectively referred to as the
“Company”), where permitted by applicable laws and regulations, to acquire an equity interest in Seahawk through the purchase of shares of common stock, par value $.01 per share, of Seahawk (“Common Stock”). It is intended that
this Plan shall constitute an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). Any reference to “shares” herein shall be deemed to
include only full (if applicable) shares of Common Stock, unless the Compensation Committee exercises its discretion to determine otherwise. 
  

	2.	Administration of the Plan 

 The Plan shall be
administered and interpreted by the Compensation Committee (the “Committee”) appointed by the Board of Directors of Seahawk (the “Board”), which Committee of the Board shall consist of at least two (2) persons. The Committee
shall supervise the administration and enforcement of the Plan according to its terms and provisions and shall have all powers necessary to accomplish these purposes and discharge its duties hereunder including, but not by way of limitation, the
power to (i) employ and compensate agents of the Committee for the purpose of administering the accounts of participating employees; (ii) construe or interpret the Plan; (iii) determine all questions of eligibility; and
(iv) compute the amount and determine the manner and time of payment of all benefits according to the Plan. 
 The Committee may act by
decision of a majority of its members at a regular or special meeting of the Committee or by decision reduced to writing and signed by all members of the Committee without holding a formal meeting. 
  

	3.	Nature and Number of Shares 

 The Common Stock
subject to issuance under the terms of the Plan shall be shares of Seahawk’s authorized but unissued shares, previously issued shares reacquired and held by Seahawk or shares purchased on the open market. The aggregate number of shares which
may be issued under the Plan shall not exceed four hundred thousand (400,000) shares of Common Stock. All shares purchased under the Plan, regardless of source, shall be counted against the four hundred thousand (400,000) share limitation.

 In the event of any reorganization, stock split, reverse stock split, stock dividend, combination of shares, merger, consolidation,
offering of rights or other similar change in the capital structure of Seahawk, the Committee may make such adjustment, if any, as it deems appropriate in the number, kind and purchase price of the shares available for purchase under the Plan and in
the maximum number of shares which may be issued under the Plan, subject to the approval of the Board and in accordance with Section 19. 







	4.	Eligibility Requirements 

 Each “Employee”
(as hereinafter defined), except as described in the next following paragraph, shall become eligible to participate in the Plan in accordance with Section 5 on the first “Enrollment Date” (as defined therein) following employment by
the Company; provided, however, that such Employee must be employed by Seahawk or a participating Subsidiary on the day immediately preceding the Enrollment Date. Participation in the Plan is voluntary. 
 The following Employees are not eligible to participate in the Plan: 
 (i) Employees who would, immediately upon enrollment in the Plan, own directly or indirectly, or hold options or rights to acquire, an
aggregate of five percent (5%) or more of the total combined voting power or value of all outstanding shares of all classes of Seahawk or any Subsidiary (in determining stock ownership of an individual, the rules of Section 424(d) of the
Code shall be applied, and the Committee may rely on representations of fact made to it by the employee and believed by it to be true); 
 (ii) Employees who are customarily employed by the Company less than twenty (20) hours per week or less than five (5) months in any calendar year; and 
 (iii) Employees who were not employed by Seahawk or a participating Subsidiary on the day immediately preceding the Enrollment Date.

 “Employee” shall mean any individual employed by Seahawk or any Subsidiary (as hereinafter defined). “Subsidiary”
shall mean any corporation (a) which is in an unbroken chain of corporations beginning with Seahawk if each of the corporations other than the last corporation in the chain owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations in the chain and (b) which has adopted the Plan with the approval of the Committee. The following Subsidiaries are participating Subsidiaries: Seahawk Drilling
Management LLC and Seahawk Offshore Management LLC. 
  

	5.	Enrollment 

 Each eligible Employee of Seahawk or a
participating Subsidiary who becomes eligible to participate in the Plan may enroll in the Plan on the first day of the Purchase Period (as defined in Section 6) following the date he first meets the eligibility requirements of Section 4.
Any eligible Employee not enrolling in the Plan when first eligible may enroll in the Plan on the first day any subsequent Purchase Period. Any eligible Employee may enroll or re-enroll in the Plan on the dates hereinabove prescribed or such other
specific dates established by the Committee from time to time (“Enrollment Dates”). In order to enroll, an eligible Employee must complete, sign and submit the appropriate form to the person designated by the Committee, all of which may be
accomplished in electronic format in the form and manner established by the Committee. 
  

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	6.	Method of Payment 

 Payment for shares is to be made
as of the applicable “Purchase Date” (as defined in Section 9) through payroll deductions on an after-tax basis (with no right of prepayment) over the Plan’s designated purchase period (the “Purchase Period”), with the
first such deduction commencing with the first payroll period ending after the Enrollment Date. Each Purchase Period under the Plan shall be a six (6) month period commencing on January 1 or July 1 of each calendar year, or such other
period as the Committee may prescribe. The first Purchase Period under the Plan shall be the six (6) month period commencing on January 1, 2010. Each participating Employee (hereinafter referred to as a “Participant”) will
authorize such deductions from his pay for each month during the Purchase Period and such amounts will be deducted in conformity with his employer’s payroll deduction schedule. 
 Each Participant may elect to make contributions each pay period in amounts not less than the greater of $10 or one percent (1%) of
“Compensation,” not to exceed an annual contribution equal to ten percent (10%) of “Compensation” (or such other dollar amounts and percentages as the Committee may establish from time to time before an Enrollment Date for
all purchases to occur during the relevant Purchase Period). “Compensation” shall mean the Participant’s base earnings or salary plus any wages paid for overtime. In establishing other dollar amounts and percentages of permitted
contributions, the Committee may take into account the “Maximum Share Limitation” (as defined in Section 8). The rate of contribution shall be designated by the Participant in the enrollment form. 
 A Participant may elect to increase or decrease the rate of contribution effective as of the first day of the Purchase Period by giving prior notice to
the person designated by the Committee in the form and manner approved by the Committee. A Participant may not elect to increase or decrease the rate of contribution during a Purchase Period. A Participant may suspend payroll deductions at any time
during the Purchase Period, by giving prior notice to the person designated by the Committee in the form and manner approved by the Committee. If a Participant elects to suspend his payroll deductions, only the balance of the Participant’s
account at the time of such election shall be used to purchase shares, which shall be accomplished at the end of the Purchase Period. 
 A
Participant may also elect to withdraw his entire contributions for the current Purchase Period at any time by giving prior notice to the person designated by the Committee in the form and manner approved by the Committee. Any Participant who
withdraws his contributions will receive, as soon as administratively practicable, his entire account balance, including any dividends. Any Participant who suspends payroll deductions or withdraws contributions during any Purchase Period cannot
resume payroll deductions during such Purchase Period and must re-enroll in the Plan in order to participate in the next Purchase Period. 
 Except in case of cancellation of election to purchase, death, resignation or other terminating event, the amount in a Participant’s account at the end of the Purchase Period will be applied to the purchase of the shares. 

 

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	7.	Crediting of Contributions, Interest and Dividends 

 Contributions shall be deposited into an account maintained by Seahawk with the financial institution designated by the Committee for this purpose (the “Custodian”) and shall be invested in a money market account or such other
investment vehicle or vehicles designated by the Committee for purposes of the Plan. Seahawk shall maintain a record of the amount of contributions allocable to each Participant’s account. As of the end of each Purchase Period or as of such
other date as the Committee may establish from time to time, interest accrued on the money market account or such other investment vehicle(s) shall be used to offset administrative expenses associated with maintaining the Plan; however, should such
interest exceed administrative expenses, any such excess interest accumulation shall be credited to participant’s accounts based on the balance in the Participant’s account on the last business day of the Purchase Period or on such other
date as the Committee may establish from time to time. Dividends on shares held in a Participant’s account in the Plan will also be credited to such Participant’s account. Any such contributions, applicable interest and dividends shall be
deposited in Seahawk’s account with the Custodian. 
  

	8.	Grant of Right to Purchase Shares on Enrollment 

 Enrollment in the Plan by an Employee on an Enrollment Date will constitute the grant, as of the Grant Date, by the Company to the Participant of the right to purchase shares of Common Stock under the Plan. Re-enrollment by a Participant in
the Plan will constitute a grant by the Company to the Participant of a new opportunity to purchase shares on the Enrollment Date on which such re-enrollment occurs. A Participant who has not (a) terminated employment, (b) withdrawn his
contributions from the Plan, or (c) notified the Company, in the form and manner designated by the Committee, by such date as the Committee shall establish (which date shall not be later than the last day of the Purchase Period), of his
election to withdraw his payroll deductions as of the last day of the Purchase Period will have shares of Common Stock purchased for him on the applicable Purchase Date, and he will automatically be re-enrolled in the Plan on the Enrollment Date
immediately following the Purchase Date on which such purchase has occurred, unless each Participant notifies the person designated by the Committee in the form and manner approved by the Committee that he elects not to re-enroll. 
 Each right to purchase shares of Common Stock under the Plan during a Purchase Period shall have the following terms: 
 (i) the right to purchase shares of Common Stock during a particular Purchase Period shall expire on the earlier of: (A) the
completion of the purchase of shares on the Purchase Date occurring in the Purchase Period, or (B) the date on which participation of such Participant in the Plan terminates for any reason; 
 (ii) payment for shares purchased will be made only through payroll withholding and the crediting of other amounts, if applicable, in
accordance with Sections 6 and 7; 
 (iii) purchase of shares will be accomplished only in accordance with
Section 9; 
 (iv) the price per share will be determined as provided in Section 9; 
  

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 (v) the right to purchase shares (taken together with all other such rights then
outstanding under this Plan and under all other similar stock purchase plans of Seahawk or any Subsidiary) will in no event give the Participant the right to purchase a number of shares during a calendar year in excess of the number of shares of
Common Stock derived by dividing $25,000 by the fair market value of the Common Stock (the “Maximum Share Limitation”) on the applicable Grant Date determined in accordance with Section 9; 
 (vi) the right to purchase shares will in all respects be subject to the terms and conditions of the Plan, as interpreted by the Committee
from time to time; and 
 (vii) Seahawk and the Custodian can agree to limitations on the transfer, gift, or margin of shares
held with the Custodian. Such limitations, if any, shall apply to such shares. 
  

	9.	Purchase of Shares 

 The right to purchase shares of
Common Stock granted by Seahawk under the Plan is for the term of a Purchase Period. The fair market value of the Common Stock (“Fair Market Value”) to be purchased during such Purchase Period will be, as of the first trading day of the
Purchase Period or such other trading date designated by the Committee (the “Grant Date”), (i) if the shares of Common Stock are listed on the New York Stock Exchange, then the final closing sales price per share of Common Stock as
reported on the Consolidated Transaction Reporting System, or a report selected by the Committee, on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported,
(ii) if the shares of Common Stock are listed on The NASDAQ National Stock Market System LLC, the final closing sales price per share of Common Stock as reported on the Consolidated Transaction Reporting System, or a report selected by the
Committee, on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (iii) if the shares of Common Stock are listed on a national securities exchange other
than the New York Stock Exchange or The NASDAQ Stock Market LLC, the mean between the highest and lowest sales price per share of Common Stock on the primary such national securities exchange on that date, or, if there shall have been no such sale
so reported on that date, on the last preceding date on which such a sale was so reported, or (iv) if the shares of Common Stock are not so listed or quoted, the mean between the closing bid and asked price on that date, or, if there are no
quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the National Quotation Bureau, Inc., Pink OTC Markets Inc. or similar report selected by the Committee, or (v) if none of
the above are applicable, the fair market value of a share of Common Stock on such date as determined in good faith by the Committee. The Fair Market Value of the Common Stock will again be determined in the same manner on the last trading day of
the Purchase Period or such other trading date designated by the Committee (the “Purchase Date”); however, in no event shall the Committee, in the exercise of its discretion, designate a Purchase Date beyond twenty-seven (27) months
from the related Grant Date or otherwise fail to meet the requirements of Section 423(b)(7) of the Code. These dates constitute the date of grant and the date of exercise for valuation purposes of Section 423 of the Code. 
  

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 As of the Purchase Date, the Committee shall apply the funds then credited to each Participant’s
account to the purchase of full shares of Common Stock (and fractional shares of Common Stock if authorized by the Committee in its sole discretion). The cost to the Participant for the shares purchased during a Purchase Period shall be the lower
of: 
 (i) eighty-five percent (85%) of the Fair Market Value of Common Stock on the Grant Date; or 
 (ii) eighty-five percent (85%) of the Fair Market Value of Common Stock on the Purchase Date. 
 Certificates evidencing shares purchased shall be delivered to the Custodian or to any other bank or financial institution designated by the Committee
for this purpose or delivered to the Participant (if the Participant has notified the Custodian or such other designated bank or financial institution, in the appropriate manner, of his election to receive the certificate) as soon as
administratively feasible after the Purchase Date. Notwithstanding the foregoing, Participants shall be treated as the record owners of their shares effective as of the Purchase Date. Shares that are held by the Custodian or any other designated
bank or financial institution shall be held in a Plan Omnibus account. Any cash equal to less than the price of a whole share of Common Stock shall be credited to a Participant’s account on the Purchase Date and carried forward in his account
for application during the next Purchase Period; provided, however, that cash equal to less than the price of a whole share will be used to purchase fractional shares only if the Committee, in its sole discretion, permits the purchase of fractional
shares under the Plan. Any Participant (i) who purchases shares at the end of a Purchase Period and is not re-enrolled in the Plan for the next Purchase Period or (ii) who withdraws his contributions from the Plan prior to the next
Purchase Date will receive any cash or dividends remaining in his account and a certificate for the number of shares held in his account provided that the Participant has notified the Custodian or such other designated bank or financial institution,
in the appropriate manner, of his election to receive the certificate. Such Participant may elect to receive a certificate for the remaining number of shares held in his account upon such Participant’s termination of employment by giving the
appropriate notice to the Custodian or such other designated bank or financial institution. Any Participant who terminates employment will receive a cash refund attributable to amounts equal to less than the price of a whole share, and any
accumulated contributions and dividends and may receive a certificate for the number of full shares held in his account by giving notice to the Custodian or such other designated bank or financial institution, in the appropriate manner, of his
election to receive the certificate. 
 If for any reason the purchase of shares with a Participant’s allocations to the Plan exceeds or
would exceed the Maximum Share Limitation, such excess amounts shall be refunded to the Participant as soon as practicable after such excess has been determined to exist. 
 If as of any Purchase Date the shares authorized for purchase under the Plan are exceeded, enrollments shall be reduced proportionately to eliminate the excess. Any funds in a Participant’s account (other than
amounts not applicable to the purchase of shares and interest) that cannot be applied to the purchase of shares due to excess enrollment shall be refunded as soon as administratively feasible. The Committee in its discretion may also provide that
excess enrollments may be carried over to the next Purchase Period under this Plan or any successor plan according to the regulations set forth under Section 423 of the Code. 
  

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	10.	Withdrawal of Shares and Sale of Shares 

 (a) Withdrawal of Shares. A Participant may elect to withdraw at any time (without withdrawing from participation in the Plan) whole shares held in his account by giving notice to the Custodian (or other person designated by the Committee)
in the appropriate manner. Upon receipt of such notice from the Participant, the Custodian, bank or other financial institution designated by the Committee for this purpose will arrange for the issuance and delivery of such shares held in the
Participant’s account as soon as administratively feasible. 
 (b) Sale of Shares. Notwithstanding anything in the Plan
to the contrary, a Participant may sell whole shares (and fractional shares if authorized by the Committee in its sole discretion) which are held in his account by giving notice to the Custodian (or such other person designated by the Committee) in
the appropriate manner. Upon receipt of such notice from the Participant, the Custodian, bank or other financial institution designated by the Committee for this purpose will arrange for the sale of such Participant’s shares. Any sale will
occur as soon as administratively feasible. 
  

	11.	Termination of Participation 

 The right to
participate in the Plan terminates immediately when a Participant ceases to be employed by the Company for any reason whatsoever (including death, unpaid disability or when the Participant’s employer ceases to be a Subsidiary) or the
Participant otherwise becomes ineligible. Participation also terminates immediately when the Participant voluntarily withdraws his contributions from the Plan. Participation terminates immediately after the Purchase Date if the Participant is not
re-enrolled in the Plan for the next Purchase Period or if the Participant has suspended payroll deductions during any Purchase Period and has not re-enrolled in the Plan for the next Purchase Period. As soon as administratively feasible after
termination of participation, the Participant or, if applicable, his beneficiary or legal representative, shall be entitled to receive (i) payment of all cash amounts credited to the Participant’s account, including interest and dividends,
if any, determined in accordance with Section 7, (ii) payment of the net proceeds of the sale of fractional shares, if any, held in the Participant’s account, and (iii) a certificate for the number of whole shares held in the
Participant’s account to be delivered to the Participant or, if applicable, his beneficiary or legal representative, provided that such Participant, beneficiary or legal representative has given notice, in the appropriate manner, to the
Custodian or such other designated bank or financial institution of his election to receive the certificate. Once participation terminates, the Participant’s account will be maintained as a part of the Plan for thirty (30) days thereafter,
subject to any agreements between Seahawk and the Custodian. After the thirty (30) day period expires, the Participant’s account will no longer be considered a part of the Plan. For purposes of the Plan, a Participant is not deemed to have
terminated his employment if he transfers employment from Seahawk to a Subsidiary, or vice versa, or transfers employment between Subsidiaries. 
  

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	12.	Unpaid Leave of Absence 

 Unless the Participant has
voluntarily withdrawn his contributions from the Plan, shares will be purchased for his account on the Purchase Date next following commencement of an unpaid leave of absence by such Participant, provided such leave does not constitute a termination
of employment. The number of shares to be purchased will be determined by applying to the purchase the amount of the Participant’s contributions made up to the commencement of such unpaid leave of absence, determined in accordance with
Section 7. If the Participant’s unpaid leave of absence both commences and terminates during the same Purchase Period and he has resumed eligible employment prior to the Purchase Date related to that Purchase Period, he may also resume
payroll deductions immediately, and shares will be purchased for him on such Purchase Date as otherwise provided in Section 9. 
  

	13.	Designation of Beneficiary 

 Each Participant may
designate to the Company in writing one or more beneficiaries of a Participant’s benefits under this Plan in the event of death, and the Participant may, in his sole discretion, change such designation at any time by notifying the Company in
writing. Oral designations shall not be acceptable. Any such written designation shall be effective upon receipt by the person designated by the Committee and shall control over any disposition by will or otherwise. Notifications received after a
Participant’s death shall not be valid. 
 As soon as administratively feasible after the death of a Participant, amounts credited to
his account, determined in accordance with Section 7, shall be paid in cash and a certificate for any shares shall be delivered to the Participant’s designated beneficiaries or, in the absence of such designation, to the executor,
administrator or other legal representative of the Participant’s estate provided that such person or persons has or have given notice to the Custodian or such other designated bank or financial institution, in the appropriate manner, of his or
her election to receive the certificate. Such payment shall relieve the Company of further liability to the deceased Participant with respect to the Plan. If more than one beneficiary is designated, each beneficiary shall receive an equal portion of
the account unless the Participant has given express contrary instructions. 
  

	14.	Assignment 

 Except as provided in Section 13,
the rights of a Participant under the Plan will not be assignable or otherwise transferable by the Participant, other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order,” as defined in
Section 414(p) of the Code. No purported assignment or transfer of such rights of a Participant under the Plan, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the purported assignee or transferee any interest
or right therein whatsoever, but immediately upon such assignment or transfer, or any attempt to make the same, such rights shall terminate and become of no further effect. If this provision is violated, the Participant’s election to purchase
Common Stock shall terminate, and the only obligation of the Company remaining under the Plan will be to pay to the person entitled thereto the amount then credited to the Participant’s account. No Participant may create a lien on any funds,
securities, rights or other property held for the account of the Participant under the Plan, except to the extent that there has 

  

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been a designation of beneficiaries in accordance with the Plan, and except to the extent permitted by will or the laws of descent and distribution if
beneficiaries have not been designated. A Participant’s right to purchase shares under the Plan shall be exercisable only during the Participant’s lifetime and only by him. 
  

	15.	Costs 

 All costs and expenses incurred in
administering this Plan shall be paid by the Company. Any brokerage fees for the sale of shares purchased under the Plan shall be paid by the Participant. 
  

	16.	Reports 

 At the end of each Purchase Period,
Seahawk shall provide or cause to be provided to each Participant a report of his contributions, including any other amounts earned and accruing to such Participant in accordance with the terms herein, and the number of whole shares of Common Stock
purchased with such contributions by that Participant on each Purchase Date. 
  

	17.	Equal Rights and Privileges 

 All eligible Employees
shall have equal rights and privileges with respect to the Plan so that the Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 or any successor provision of the Code and related regulations. Any
provision of the Plan which is inconsistent with Section 423 or any successor provision of the Code shall without further act or amendment by the Company be reformed to comply with the requirements of Section 423. This Section 17
shall take precedence over all other provisions in the Plan. 
  

	18.	Rights as Shareholders 

 A Participant will have no
rights as a stockholder under the election to purchase until he becomes a stockholder as herein provided. A Participant will become a stockholder with respect to shares for which payment has been completed as provided in Section 9 at the close
of business on the last business day of the Purchase Period. 
  

	19.	Modification and Termination 

 The Plan may be
amended or terminated at any time insofar as permitted by law. Amendments to the Plan may be accomplished by action of the Committee subject to the provisions of Section 2, while termination may only take place upon a Board resolution.
Notwithstanding the prior sentence or anything else contained herein, no amendment shall be effective without Board resolution unless within one (1) year after it is adopted by the Board it is approved by the holders of Seahawk’s
outstanding shares if and to the extent such amendment is required to be approved by shareholders in order to cause the rights granted under the Plan to purchase shares of Common Stock to meet the requirements of Section 423 of the Code (or any
successor provision). 
 The Plan shall terminate after all Common Stock issued under the Plan has been purchased, unless terminated earlier
by the Board or unless additional Common Stock is issued 

  

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under the Plan with the approval of the shareholders. In the event the Plan is terminated, the Committee may elect to terminate all outstanding rights to
purchase shares under the Plan either immediately or upon completion of the purchase of shares on the next Purchase Date, unless the Committee has designated that the right to make all such purchases shall expire on some other designated date
occurring prior to the next Purchase Date. If the rights to purchase shares under the Plan are terminated prior to expiration, all funds contributed to the Plan which have not been used to purchase shares shall be returned to the Participants as
soon as administratively feasible, which funds shall be determined in accordance with Section 7. 
  

	20.	Board and Shareholder Approval; Effective Date 

 This Plan was adopted by the Board on August 4, 2009. The Plan was approved by the sole shareholder of Seahawk by unanimous consent on August 4, 2009, effective as of the date of, and contingent upon the closing of the
distribution by Pride International, Inc., on a pro rata basis to the holders of outstanding shares of Pride International, Inc. common stock, of all of the outstanding shares of Common Stock of Seahawk. 
  

	21.	Governmental Approvals or Consents 

 This Plan and
any offering or sale made to Employees under it are subject to any governmental approvals or consents that may be or become applicable in connection therewith. Subject to the provisions of Section 19, the Board may make such changes in the Plan
and include such terms in any offering under the Plan as may be desirable to comply with the rules or regulations of any governmental authority. 
  

	22.	Listing of Shares and Related Matters 

 If at any
time the Board or the Committee shall determine, based on opinion of legal counsel, that the listing, registration or qualification of the shares covered by the Plan upon any national securities exchange or reporting system or under any state or
federal law is necessary or desirable as a condition of, or in connection with, the sale or purchase of shares under the Plan, no shares will be sold, issued or delivered unless and until such listing, registration or qualification shall have been
effected or obtained, or otherwise provided for, free of any conditions not acceptable to legal counsel. 
  

	23.	Employment Rights 

 The Plan shall neither impose
any obligation on Seahawk or on any Subsidiary to continue the employment of any Participant, nor impose any obligation on any Participant to remain in the employ of Seahawk or of any Subsidiary. 
  

	24.	Withholding of Taxes 

 The Committee may make such
provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with the purchase of Common Stock under the Plan. 
  

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	25.	Governing Law 

 This Plan and all determinations
made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Texas.

  

	26.	Use of Gender 

 The gender of words used in the Plan
shall be construed to include whichever may be appropriate under any particular circumstances of the masculine, feminine or neuter genders. 
  

	27.	Other Provisions 

 The agreements to purchase shares
of Common Stock under the Plan shall contain such other provisions as the Committee and the Board shall deem advisable, provided that no such provision shall in any way be in conflict with the terms of the Plan. 
 [Signature Page to Follow] 
  

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 IN WITNESS WHEREOF, this document has been executed effective as set forth herein. 
  

			
	SEAHAWK DRILLING, INC.
		
	By:	 	 /s/ Oscar A. German

	Name:	 	Oscar A. German
	Title:	 	Vice President, Human Resources


  

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