exv10w16






Exhibit 10.16




2008 RESTRICTED STOCK AGREEMENT FOR EMPLOYEES

AND CONSULTANTS




HERCULES OFFSHORE

2004 LONG-TERM INCENTIVE PLAN




          This Restricted Stock Agreement (the “Agreement”) is made and entered into by and between
Hercules Offshore, Inc., a Delaware corporation (the “Company”), and (Executive Name) (the
“Participant”) as of (Date) (the “Date of Grant”).




W I T N E S S E T H




          WHEREAS, the Company has adopted the Amended and Restated Hercules Offshore 2004 Long-Term
Incentive Plan (the “Plan”) to strengthen the ability of the Company to attract, motivate and
retain Employees, Outside Directors and Consultants who possess superior capabilities and to
encourage such persons to have a proprietary interest in the Company; and




          WHEREAS, the Compensation Committee of the Board of Directors of Hercules Offshore, Inc.
believes that the grant of Restricted Stock to the Participant as described herein is consistent
with the stated purposes for which the Plan was adopted; and




          NOW, THEREFORE, in consideration of the mutual covenants and conditions hereafter set forth
and for other good and valuable consideration, the Company and the Participant agree as follows:




     1. Restricted Stock. In order to encourage the Participant’s contribution to the successful
performance of the Company, and in consideration of the covenants and promises of the Participant
herein contained, the Company hereby grants to the Participant as of the Date of Grant, an Award of
(No. Shares) shares of Common Stock, subject to the conditions and restrictions set forth below and
in the Plan (the “Restricted Stock”).



     2. Restrictions on Transfer Before Vesting.




	 	(a)	 	The Restricted Stock will be transferred of record to the
Participant and a certificate or certificates representing said Restricted
Stock will be issued in the name of the Participant immediately upon the
execution of this Agreement. Each of such Restricted Stock certificates will
bear a legend as provided by the Company, conspicuously referring to the terms,
conditions and restrictions as permitted under Section 6(c) of the Plan. The
Company may either deliver such Restricted Stock certificate(s) to the
Participant, retain custody of such Restricted Stock certificate(s) prior to
vesting (the “Restriction Period”) or require the Participant to enter into an
escrow arrangement under which such Restricted Stock certificate(s) will be
held by an escrow agent. The delivery of any shares of Restricted Stock
pursuant to this Agreement is subject to the provisions of Paragraph 8 below.
	 
	 	(b)	 	Absent prior written consent of the Committee, the shares of
Restricted Stock granted hereunder to the Participant may not be sold,
assigned, transferred, pledged or otherwise encumbered, whether voluntarily or
involuntarily, by operation of law or otherwise, from the Date of Grant until
said shares shall have become vested in the Participant over the three-year
period following the Date of




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	 	 	 	Grant in accordance with the following table, or as otherwise provided in
Paragraph 3:





	 	 	 	 	 
	Date	 	 	 	Aggregate Percentage of Shares of Restricted Stock Granted herein which are Vested
	                    
	 	 

	 	100%







	 	(c)	 	Consistent with the foregoing, except as contemplated by
Paragraph 5, no right or benefit under this Agreement shall be subject to
transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, whether voluntary, involuntary, by operation of law or otherwise, and
any attempt to transfer, anticipate, alienate, sell, assign, pledge, encumber
or charge the same shall be void. No right or benefit hereunder shall in any
manner be liable for or subject to any debts, contracts, liabilities or torts
of the person entitled to such benefits. If the Participant or his Beneficiary
hereunder shall become bankrupt or attempt to transfer, anticipate, alienate,
assign, sell, pledge, encumber or charge any right or benefit hereunder, other
than as contemplated by Paragraph 5, or if any creditor shall attempt to
subject the same to a writ of garnishment, attachment, execution,
sequestration, or any other form of process or involuntary lien or seizure,
then such right or benefit shall cease and terminate.





     3. Effect of Termination of Employment or Services.




	 	(a)	 	The Restricted Stock granted pursuant to this Agreement shall
vest in accordance with the vesting schedule reflected in Paragraph 2(b) above,
as long as the Participant remains employed by or continues to provide services
to the Company or a Subsidiary. If, however, either:






	 	(i)	 	the Company and its Subsidiaries terminate the
Participant’s employment (or if the Participant is not an Employee,
determine that the Participant’s services are no longer needed), or
	 
	 	(ii)	 	the Participant terminates employment (or if
the Participant is not an Employee, ceases to perform services for the
Company and its Subsidiaries),






	 	 	 	then the shares of Restricted Stock that have not previously vested in
accordance with the vesting schedule reflected in Paragraph 2(b) above, as
of the date of such termination of employment (or cessation of services, as
applicable), shall be forfeited by the Participant to the Company.
	 
	 	(b)	 	Notwithstanding Paragraph 3(a) above, upon the cessation of the
Participant’s employment or services (whether voluntary or involuntary), the
Committee may, in its sole and absolute discretion, elect to accelerate the
vesting of some or all of the unvested shares of Restricted Stock.





     4. Limitation of Rights. Nothing in this Agreement or the Plan shall be construed to:




	 	(a)	 	give the Participant any right to be awarded any further
restricted stock or any other Award in the future, even if restricted stock or
other Awards are granted on




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	 	 	 	a regular or repeated basis, as grants of restricted stock and other Awards
are completely voluntary and made solely in the discretion of the Committee;
	 
	 	(b)	 	give the Participant or any other person any interest in any
fund or in any specified asset or assets of the Company or any Subsidiary; or
	 
	 	(c)	 	confer upon the Participant the right to continue in the
employment or service of the Company or any Subsidiary, or affect the right of
the Company or any Subsidiary to terminate the employment or service of the
Participant at any time or for any reason.





     5. Prerequisites to Benefits. Neither the Participant, nor any person claiming through the
Participant, shall have any right or interest in the Restricted Stock awarded hereunder, unless and
until all the terms, conditions and provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as specified herein.



     6. Rights as a Stockholder. Subject to the limitations and restrictions contained herein, the
Participant (or Beneficiary) shall have all rights as a stockholder with respect to the shares of
Restricted Stock, including the right to vote and receive dividends; provided, however, that any
dividends attributable to shares of Restricted Stock that have not otherwise vested shall be
subject to the same restrictions as the shares of Restricted Stock to which they related until such
restrictions lapse.



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



     8. Securities Act. The Company will not be required to deliver any shares of Common Stock pursuant
to this Agreement if, in the opinion of counsel for the Company, such issuance would violate the
Securities Act of 1933, as amended (the “Securities Act”) or any other applicable federal or state
securities laws or regulations. The Committee may require that the Participant, prior to the
issuance of any such shares, sign and deliver to the Company a written statement, which shall be in
a form and contain content acceptable to the Committee, in its sole discretion (“Investment
Letter”):




	 	(a)	 	stating that the Participant is acquiring the shares for
investment and not with a view to the sale or distribution thereof;
	 
	 	(b)	 	stating that the Participant will not sell any shares of Common
Stock that the Participant may then own or thereafter acquire except either:






	 	(i)	 	through a broker on a national securities
exchange or
	 
	 	(ii)	 	with the prior written approval of the Company;
and






	 	(c)	 	containing such other terms and conditions as counsel for the
Company may reasonably require to assure compliance with the Securities Act or
other applicable federal or state securities laws and regulations.





     9. Federal and State Taxes.




	 	(a)	 	Any amount of Common Stock that is payable or transferable to
the Participant hereunder may be subject to the payment of or reduced by any
amount or




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	 	 	 	amounts which the Company is required to withhold under the then applicable
provisions of the Internal Revenue Code of 1986, as amended (the “Code”), or
its successors, or any other federal, state or local tax withholding
requirement. When the Company is required to withhold any amount or amounts
under the applicable provisions of the Code, the Company shall withhold from
the Common Stock to be issued to the Participant a number of shares
necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market
Value of the shares on the date of withholding.
	 
	 	(b)	 	Notwithstanding Paragraph 9(a) above, if the Participant
elects, and the Committee agrees, the Company’s withholding obligations may
instead be satisfied as follows:






	 	(i)	 	the Participant may direct the Company to
withhold cash that is otherwise payable to the Participant;
	 
	 	(ii)	 	the Participant may deliver to the Company a
sufficient number of shares of Common Stock then owned by the
Participant to satisfy the Company’s withholding obligations, based on
the Fair Market Value of the shares as of the date of withholding;
	 
	 	(iii)	 	the Participant may deliver sufficient cash to
the Company to satisfy its withholding obligations; or
	 
	 	(iv)	 	any combination of the alternatives described
in Paragraphs 9(b)(i) through 9(b)(iii) above.






	 	(c)	 	Authorization of the Participant to the Company to withhold
taxes pursuant to one or more of the alternatives described in Paragraph 9(b)
above must be in a form and content acceptable to the Committee. The payment
or authorization to withhold taxes by the Participant shall be completed prior
to the delivery of any shares pursuant to this Agreement. An authorization to
withhold taxes pursuant to this provision will be irrevocable unless and until
the tax liability of the Participant has been fully paid.





     10. Governing Law. This Award Agreement shall be governed by, construed and enforced in accordance
with the laws of the State of Delaware.



     11. Definitions. All capitalized terms in this Agreement shall have the meanings ascribed to them
in the Plan unless otherwise defined in this Award Agreement.



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     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officers
thereunto duly authorized, and the Participant has hereunto set his hand as of the day and year
first above written.



	 	 	 	 	 
	 	HERCULES OFFSHORE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	James W. Noe 	 
	 	 	Title:  	Senior Vice President, General Counsel,
Chief Compliance Officer and Secretary
	 	 	Date:  	____________________ 	 
	 
	 	PARTICIPANT

 	 
	 	Name:  	 	 
	 	 	Name:  	(Executive Name) 	 
	 	 	Date:  	____________________ 	 
	 




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