Form of Non-Qualified Stock Option Agreement for Employees


 Exhibit 10.2 
 Form of Non-Qualified Stock Option Agreement – Employees 
 SEAHAWK DRILLING, INC.

 2009 LONG-TERM INCENTIVE PLAN 
 NON-QUALIFIED STOCK OPTION AGREEMENT 
 This option agreement (“Option Agreement” or
“Agreement”) executed between SEAHAWK DRILLING, INC. (the “Company”), and
                                 (the “Optionee”), an employee of the Company
or one of its Subsidiaries, regarding a right (the “Option”) awarded to the Optionee on
                                 (the “Grant Date”) to purchase from the
Company up to but not exceeding in the aggregate                  shares of Common Stock (as defined in the Seahawk Drilling, Inc. 2009 Long-Term Incentive Plan (the
“Plan”)) at $    .     per share (the “Grant Price”), such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the
following terms and conditions: 
  

	 	1.	Relationship to Plan and Employment Agreement. 

 This Option 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 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. In addition, the parties agree that notwithstanding any provision herein to the contrary, this Agreement shall be deemed modified by the provisions of any
employment agreement between the Optionee and the Company, and vesting of this Award shall occur in the event stock options and other awards specifically vest under such employment agreement. For purposes of this Option Agreement: 
 (a) “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. 
 (b) “Early Retirement” means the Optionee’s termination of Employment on or after
the date the Optionee has (i) attained age 55 and (ii) completed 15 years of continuous Employment (measured from the Optionee’s last date of hire by the Company or any of its Subsidiaries). 
 (c) “Employment” means employment with the Company or any of its Subsidiaries. 
 (d) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (e) “Option Shares” means the shares of Common Stock covered by this Option Agreement. 
 (f) “Retirement” means the Optionee’s termination of Employment on or after attainment of age 65. 







	 	2.	Exercise Schedule. 

 (a) This Option may be
exercised in installments in accordance with the following schedule: 
  

			
	 Date Vested
	 	 Additional Percentage of Option
 Shares Available for Purchase

	First anniversary of the Grant Date	 	33 1/3%
	Second anniversary of the Grant Date	 	33 1/3%
	Third anniversary of the Grant Date	 	33 1/3%
		 	100%

 Except as provided in subparagraph (c) below, the Optionee must be in continuous Employment
from the Grant Date through the date of exercisability in order for the Option to become exercisable with respect to additional shares of Common Stock on such date. 
 (b) This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, provided that the Optionee has been in continuous Employment since the Grant Date, upon the
occurrence of: 
 (i) a Change in Control; 
 (ii) the Optionee’s Disability; or 
 (iii) the Optionee’s termination of Employment by reason of death. 
 (c) If Optionee’s termination
of Employment is due to Retirement, this Option shall continue to become exercisable in accordance with the schedule identified in subparagraph (a) above as if the Optionee had remained in Employment until expiration of the Option. 

(d) To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as
otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the Plan. 
  

	 	3.	Termination of Option 

 The Option hereby granted
shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Optionee at the earliest time specified below: 
 (a) the tenth anniversary of the Grant Date; 
 (b) if Optionee’s Employment is terminated by the
Company or a Subsidiary for serious misconduct (as determined by the Committee) at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Optionee’s Employment; 






 (c) if Optionee’s Employment is terminated for any reason other than death, Early Retirement,
Retirement, Disability or serious misconduct, then the Option shall terminate on the first business day following the expiration of the 60-day period which began on the date of termination of Optionee’s Employment; 
 (d) if Optionee’s Employment is terminated due to (i) death at any time after the Grant Date and while in the employ of the Company or its
Subsidiaries or within 60 days after termination of such Employment or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on
the date of Optionee’s death or Disability, as applicable; or 
 (e) if Optionee’s Employment is terminated due to Early Retirement
or Retirement, then the Option shall terminate on the first business day following the expiration of the three-year period which began on the date of Optionee’s Early Retirement or Retirement, as applicable. 
 Except as provided in Section 2(c) hereof, in any event in which the Option remains exercisable for a period of time following the date of
termination of Optionee’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Optionee’s Employment. Except as provided in
Section 2(c) hereof, the portion of the Option not exercisable upon termination shall terminate and be of no force and effect upon the date of the Optionee’s termination of Employment. 
  

	 	4.	Exercise of Option 

 Subject to the limitations set
forth herein and in the Plan, this Option may be exercised by written notice provided to the Company as set forth in Section 5. Such written notice shall (a) state the number of shares of Common Stock with respect to which the Option is
being exercised, (b) be accompanied by cash or shares of Common Stock (not subject to limitations on transfer) or a combination of cash and Common Stock payable to Seahawk Drilling, Inc. in the full amount of the purchase price for any shares
of Common Stock being acquired and (c) be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or
instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8); provided, however, that any shares of Common Stock delivered in payment of the option price that are or were the subject of an award
under the Plan must be shares that the Optionee has owned for a period of at least six months prior to the date of exercise. For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common
Stock shall be valued at its Fair Market Value on the date of exercise. 
 In addition, as permitted by the Committee, in its sole
discretion, the Option may be exercised through a registered broker-dealer pursuant to such cashless exercise or other procedures which are, from time to time, deemed acceptable by the Committee. 






 Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise
the option granted pursuant hereto, and the Company will not be obligated to issue any option shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by
the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to
the Securities Act of 1933, as amended (the “Act”), the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares
for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. 
 If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as possible, shall be postponed for the period of time
necessary to take such action. 
  

	 	5.	Notices 

 Notice of exercise of the Option must be
made in the following manner, using such forms as the Company may from time to time provide: 
 (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, in which case the date of exercise shall be the date of mailing; or 
 (b) by hand delivery or otherwise to Seahawk Drilling, Inc., Attn: Corporate Secretary, 5847 San Felipe, Floor 16, Houston, Texas 77057, in which case
the date of exercise shall be the date when receipt is acknowledged by the Company. 
 Notwithstanding the foregoing, in the event that the
address of the Company is changed prior to the date of any exercise of this Option, notice of exercise shall instead be made pursuant to the foregoing provisions at the Company’s current address. 
 Any other 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 Optionee, five days after deposit in the United States mail, postage prepaid, addressed to the Optionee at the address specified at the end of this Agreement or at such other address as the
Optionee hereafter designates by written notice to the Company. 
  

	 	6.	Assignment of Option 

 Subject to the approval of
the Committee, in its sole discretion, the Option may be transferred by the Optionee to (i) the children or grandchildren of the Optionee (“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 transferred Options shall be prohibited except by will or the laws of descent and distribution, unless such transfers are 







 
made to the original Optionee or a person to whom the original Optionee 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, any such Options 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 Optionee shall be deemed to refer to the transferee. 
 After the death of the Optionee, exercise of the Option shall be permitted only by the Optionee’s executor or the personal representative of the Optionee’s estate (or by his assignee, in the event of a permitted assignment) and
only to the extent that the option was exercisable on the date of the Optionee’s death. 
  

	 	7.	Stock Certificates 

 Certificates representing the
Common Stock issued pursuant to the exercise of the Option will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Option. The Company may place a “stop transfer” order against
shares of the Common Stock issued pursuant to the exercise of this Option until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Section 7 have been complied with. 
  

	 	8.	Withholding 

 No certificates representing shares of
Common Stock purchased hereunder shall be delivered to or in respect of an Optionee unless the amount of all federal, state and other governmental withholding tax requirements imposed upon the Company with respect to the issuance of such shares of
Common Stock has been remitted to the Company or unless provisions to pay such withholding requirements have been made to the satisfaction of the Committee. 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 Option. The Optionee may pay all or any portion of the taxes required to be withheld by the Company or paid by the Optionee in connection with the exercise of all or any portion of this
Option by delivering cash, or, with the Committee’s approval, by electing to have the Company withhold shares of Common Stock, or by delivering previously owned shares of Common Stock, having a Fair Market Value equal to the amount required to
be withheld or paid. The Optionee may only request withholding Option Shares having a Fair Market Value equal to the statutory minimum withholding amount. The Optionee must make the foregoing election on or before the date that the amount of tax to
be withheld is determined. If the Optionee is subject to the short-swing profits recapture provisions of Section 16(b) of the Exchange Act, any such election shall be subject to such other restrictions as may be established by the Committee in
order that satisfaction of withholding tax obligations with shares of Common Stock might be exempt from the operation of Section 16(b) of the Exchange Act in whole or in part. 







	 	9.	Shareholder Rights 

 The Optionee shall have no
rights of a shareholder with respect to shares of Common Stock subject to the Option unless and until such time as the Option has been exercised and ownership of such shares of Common Stock has been transferred to the Optionee. 
  

	 	10.	Successors and Assigns 

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

	 	11.	No Employment Guaranteed 

 No provision of this
Option Agreement shall confer any right upon the Optionee to continued Employment. 
  

	 	12.	Governing Law 

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

	 	13.	Amendment 

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