Form of Restricted Stock Unit Agreement for Non-Employee Directors


 Exhibit 10.3 
 Form of Restricted Stock Unit Agreement – Non-Employee Directors 
 SEAHAWK DRILLING, INC. 

 2009 LONG-TERM INCENTIVE PLAN 
 RESTRICTED STOCK UNIT AGREEMENT 
 This Restricted Stock Unit Agreement (“Agreement”) between SEAHAWK DRILLING,
INC. (the “Company”) and                                  (the
“Grantee”), a non-employee Director of the Company, regarding an award (“Award”) of                  units of Common Stock (as defined in the Seahawk
Drilling, Inc. 2009 Long-Term Incentive Plan (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock Units”) awarded to the Grantee on
                , 20     (the “Grant Date”), such number of Restricted Stock Units subject to adjustment as provided in Section 16 of
the Plan, and further subject to the following terms and conditions: 
  

	 	1.	Relationship to Plan. 

 This Award is subject to all
of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as defined herein, capitalized terms shall
have the same meanings ascribed to them under the Plan. For purposes of this Agreement: 
 (a) “Default Payment Date”
means the first business day on or after the first anniversary of the Grant Date. 
 (b) “Disability” has the meaning set
forth in Section 1.409A-3(i)(4)(A) of the Treasury Regulations and shall be determined by the Committee in its sole discretion. 
 (c)
“Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (d) “Dividend” means any dividend
or distribution on the Common Stock. 
 (e) “Payment Election” shall have the meaning set forth in Section 6(a) hereof.

 (f) “Separation from Service” shall mean a “separation from service” within the meaning of Treasury Regulation
Section 1.409A-1(h). 
 (g) “Transfer Commencement Date” shall mean either the Default Payment Date, or, if Grantee
makes a Payment Election, the first date of payment pursuant to such Payment Election. The Transfer Commencement Date pursuant to a Payment Election shall be either a fixed date or the date of a Separation from Service, as specified by the Grantee.

  

	 	2.	Vesting. 

 The Grantee shall be fully vested in the
Restricted Stock Units on the Grant Date. 







	 	3.	Registration of Units. 

 The Grantee’s right to
receive the Restricted Stock Units shall be evidenced by book entry registration (or by such other manner as the Committee may determine). 
  

	 	4.	Dividend Equivalent Payments. 

 Dividend equivalents
(x) shall be subject to the same vesting schedule as the Restricted Stock Unit for which the dividend equivalent is awarded and (y) shall be paid at the same time as the Restricted Stock Unit for which the dividend equivalent is awarded is
settled. Dividend equivalents may be paid in the form of cash, stock or other property, as determined by the Company in its sole discretion; provided that any dividend equivalent payments shall be in compliance with Section 409A of the Code and
related Treasury authorities. 
  

	 	5.	Shareholder Rights. 

 The Grantee shall have no
rights of a shareholder with respect to shares of Common Stock subject to this Award unless and until such time as the Award has been settled by the transfer of shares of Common Stock to the Grantee. 
  

	 	6.	Settlement and Delivery of Shares. 

 (a) Form of
Delivery. Settlement will be made by payment in shares of Common Stock. This settlement may be made either as a single lump sum transfer of shares or through the transfer of shares in substantially equal annual installments over the period
selected by the Grantee. Subject to the provisions of this Restricted Stock Unit Agreement, the Grantee shall timely elect the form in which the distribution shall be made and the applicable Transfer Commencement Date in the form and manner
prescribed by the Committee pursuant to the requirements of Section 409A of the Code (the “Payment Election”). If the Committee or its designee has not received the Grantee’s Payment Election by the applicable deadline, then the
Grantee shall receive the Common Stock in a single lump sum payment on the Default Payment Date. 
 (b) General Provisions Regarding
Timing of Delivery. Except as specifically set forth in this Restricted Stock Unit Agreement, distribution of shares subject to this Award of Restricted Stock Units shall commence on the Transfer Commencement Date in the following form:

 (i) in a single lump sum transfer of shares; or 
 (ii) if elected by the Grantee pursuant to a Payment Election in accordance with Section 6(a), in a series of substantially equal
annual installments over a period selected by the Grantee commencing on the Transfer Commencement Date and continuing on the succeeding anniversaries of such Transfer Commencement Date; 
 provided, however, that no distribution of shares shall occur prior to the Default Payment Date. 
  

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 (c) Circumstances Requiring Distributions Regardless of Payment Election. 
 (i) Death Prior to Distribution of Entire Award. Notwithstanding any Payment Election to the contrary, if the Grantee dies prior to
the transfer of all of the shares to which he is entitled pursuant to this Restricted Stock Unit Agreement, then any shares that have not been transferred as of the date of the Grantee’s death will be transferred in a single lump sum to the
Grantee’s estate. Such transfer shall occur on the later of the Default Payment Date or the date that is 90 days after the date of the Grantee’s death. 
 (ii) Disability Prior to Distribution of Entire Award. Notwithstanding any Payment Election to the contrary, if the Grantee
experiences a Disability prior to the transfer of all of the shares to which he is entitled pursuant to this Restricted Stock Unit Agreement, then any shares that have not been transferred as of the date of the Grantee’s Disability will be
transferred in a single lump sum to the Grantee. Such transfer shall occur on the later of the Default Payment Date or the date that is 90 days after the Grantee’s Disability. 
 (iii) Change in Control. Notwithstanding any Payment Election to the contrary, all undistributed shares associated with this
Restricted Stock Unit Agreement shall be transferred to the Grantee in a single lump sum on the later of the Default Payment Date or the date that is the fifth business day following the date of a Change in Control that constitutes a permissible
payment event under Treasury Regulation Section 1.409A-3(i)(5). 
 The Company shall not be obligated to deliver any shares of Common
Stock if counsel to the Company determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or
association upon which the Common Stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock to comply with any such law, rule, regulation or
agreement. 
  

	 	7.	Notices. 

 Unless the Company notifies the Grantee
in writing of a different procedure, any notice or other communication to the Company with respect to this Award shall be in writing and shall be: 
 (a) by registered or certified United States mail, postage prepaid, to Seahawk Drilling, Inc., Attn: Corporate Secretary, 5847 San Felipe, Floor 16, Houston, Texas 77057; or 
  

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 (b) by hand delivery or otherwise to Seahawk Drilling, Inc., Attn: Corporate Secretary,
5847 San Felipe, Floor 16, Houston, Texas 77057. 
 Any notices provided for in this Agreement or in the Plan shall be given in writing and
shall be deemed effectively delivered or given upon receipt or, in the case of notices delivered by the Company to the Grantee, five days after deposit in the United States mail, postage prepaid, addressed to the Grantee at the address specified at
the end of this Agreement or at such other address as the Grantee hereafter designates by written notice to the Company. 
  

	 	8.	Assignment of Award. 

 Except as otherwise permitted
by the Committee, the Grantee’s rights under the Plan and this Agreement are personal; no assignment or transfer of the Grantee’s rights under and interest in this Award may be made by the Grantee other than by will or by the laws of
descent and distribution. 
 Notwithstanding the foregoing, subject to the approval of the Committee, in its sole discretion, the Award may
be transferred by the Grantee to (i) the children or grandchildren of the Grantee (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members (“Immediate Family Member
Trusts”) or (iii) a partnership or partnerships in which such Immediate Family Members have at least 99% of the equity, profit and loss interests (“Immediate Family Member Partnerships”). Subsequent transfers of a transferred
Award shall be prohibited except by will or the laws of descent and distribution, unless such transfers are made to the original Grantee or a person to whom the original Grantee could have made a transfer in the manner described herein. No transfer
shall be effective unless and until written notice of such transfer is provided to the Committee, in the form and manner prescribed by the Committee. Following transfer, the Award shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer, and except as otherwise provided herein, the term “Grantee” shall be deemed to refer to the transferee. The consequences of termination of service shall continue to be applied with respect to the
original Grantee, following which the Awards shall vest only to the extent specified in the Plan and this Agreement. 
  

	 	9.	Withholding. 

 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 this Award. The Grantee may pay all or any portion of the taxes required to be withheld by the Company or paid by the Grantee
in connection with the all or any portion of this Award by delivering cash, or by electing to have the Company withhold shares of Common Stock that would have otherwise been delivered to Grantee, or by delivering previously owned shares of Common
Stock, having a Fair Market Value equal to the amount required to be withheld or paid. 
  

	 	10.	Stock Certificates. 

 Certificates representing the
Common Stock issued pursuant to the Award will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award. The Company may place a “stop transfer” order against shares of the Common
Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Section 10 have been complied with. 
  

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	 	11.	Successors and Assigns. 

 This Agreement shall bind
and inure to the benefit of and be enforceable by the Grantee, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Grantee may not assign any rights or
obligations under this Agreement except to the extent and in the manner expressly permitted herein. 
  

	 	12.	No Continued Service. 

 No provision of this
Agreement, and no action of the Company or the Committee with respect hereto, shall confer or be construed to confer any right upon the Grantee to continue as a Director of the Company or any Subsidiary. 
  

	 	13.	Governing Law. 

 This Agreement shall be governed
by, construed, and enforced in accordance with the laws of the State of Texas. 
  

	 	14.	Amendment. 

 This Agreement cannot be modified,
altered or amended except by an agreement, in writing, signed by both the Company and the Grantee. 
  

	 	15.	Section 409A Compliance. 

 It is intended that
the provisions of this Agreement satisfy the requirements of Section 409A of the Code and the accompanying U.S. Treasury Regulations and pronouncements thereunder, and that the Agreement be operated in a manner consistent with such requirements
to the extent applicable. 
 SEAHAWK DRILLING, INC. 
  

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