exv10w6



 





Exhibit 10.6



FORM OF



SUPERIOR OFFSHORE INTERNATIONAL, INC.

2007 STOCK INCENTIVE PLAN




SECTION 1. PURPOSE; DEFINITIONS




     The purpose of the Plan is to give the Company a competitive advantage in attracting,
retaining and motivating officers, employees, directors and/or consultants and to provide the
Company and its Subsidiaries and Affiliates with a stock plan providing incentives directly related
to increases in Company shareholder value.



     Certain terms used herein have definitions given to them in the first place in which they are
used. In addition, for purposes of the Plan, the following terms are defined as set forth below:



     (a) “Affiliate” means a corporation or other entity controlled by, controlling or under common
control with the Company.



     (b) “Award” means a Stock Appreciation Right, Stock Option, Restricted Stock, Performance
Unit, or other stock-based award granted pursuant to the terms of the Plan.



     (c) “Award Agreement” means any written agreement, contract or other instrument or document
evidencing the grant of an Award.



     (d) “Award Cycle” means a period of consecutive fiscal years or portions thereof designated by
the Committee over which Performance Units are to be earned.



     (e) “Board” means the Board of Directors of the Company.



     (f) “Cause” means, unless otherwise provided by the Committee in an Award Agreement, (i)
“Cause” as defined in any Individual Agreement to which the Participant is a party, or (ii) if
there is no such Individual Agreement or if it does not define Cause: (A) conviction of the
Participant for committing a felony under federal law or the law of the state in which such action
occurred, (B) dishonesty in the course of fulfilling the Participant’s employment duties, or (C)
willful and deliberate failure on the part of the Participant to perform his or her employment
duties in any material respect. The Committee shall, unless otherwise provided in an Individual
Agreement with the Participant, have the sole discretion to determine whether “Cause” exists, and
its determination shall be final.



     (g) “Change in Control” and “Change in Control Price” have the meanings set forth in Sections
11(b) and (c), respectively.



     (h) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any
successor thereto.



     (i) “Commission” means the Securities and Exchange Commission or any successor agency.



 









 





     (j) “Committee” means the Committee referred to in Section 2.



     (k) “Common Stock” means common stock, par value $0.01 per share, of the Company.



     (l) “Company” means Superior Offshore International, Inc., a Delaware corporation.



     (m) “Covered Employee” means a Participant designated prior to the grant of Restricted Stock
or Performance Units by the Committee who is or may be a “covered employee” within the meaning of
Section 162(m)(3) of the Code in the year in which Restricted Stock or Performance Units are
expected to be taxable to such Participant.



     (n) “Disability” means, unless otherwise provided by the Committee, (i) “Disability” as
defined in any Individual Agreement to which the Participant is a party, or (ii) if there is no
such Individual Agreement or it does not define “Disability,” permanent and total disability as
determined under the Company’s Long Term Disability Plan applicable to the Participant.



     (o) “Early Retirement” means retirement from active employment with the Company or a
Subsidiary of the Company pursuant to the early retirement provisions of the applicable pension
plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as
amended) of such employer, if any.



     (p) “Effective Date” shall have the meaning set forth in Section 16.



     (q) “Eligible Individuals” means directors, officers, employees and consultants of the Company
or any of its Subsidiaries or Affiliates, and prospective employees and consultants who have
accepted offers of employment or consultancy from the Company or its Subsidiaries or Affiliates,
who are or will be responsible for or contribute to the management, growth or profitability of the
business of the Company or its Subsidiaries or Affiliates.



     (r) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time,
and any successor thereto.



     (s) “Fair Market Value” means, except as otherwise provided by the Committee, as of any given
date, the closing reported sales price for a share of Common Stock traded on a national securities
market or exchange as may at the time be the principal market for the Common Stock, or if the
shares were not traded on such national securities market or exchange on such date, then on the
next preceding date on which such shares of Common Stock were traded, all as reported by such
source as the Committee may select. In the event the Common Stock is not traded on a national
securities market or exchange at the time a determination of its value is required to be made
hereunder, the determination of its fair market value shall be made by the Committee in such manner
as it deems appropriate, consistent with Treasury regulations and other formal
Internal Revenue Service guidance under Section 409A of the Code so that options granted under
this Plan shall not constitute deferred compensation subject to Section 409A of the Code.



     (t) “Incentive Stock Option” means any Stock Option designated as, and qualified as, an
“incentive stock option” within the meaning of Section 422(b) of the Code.



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     (u) “Individual Agreement” means an employment, consulting or similar written agreement
between a Participant and the Company or one of its Subsidiaries or Affiliates.



     (v) “Involuntary Termination” means a Termination of Employment by reason of an Involuntary
Termination as defined in an Individual Agreement to which the Participant is a party that is then
in effect. If a Participant is not party to an Individual Agreement, or if it does not define
“Involuntary Termination,” no Termination of Employment of that Participant shall be considered to
be an Involuntary Termination.



     (w) “NonQualified Stock Option” means any Stock Option that is not an Incentive Stock Option.



     (x) “Normal Retirement” means retirement from active employment with the Company or a
Subsidiary of the Company at or after age 65 or such other age as may be established by the
Committee.



     (y) Option Price” shall have the meaning set forth in Section 5(d)(i).



     (z) “Outside Director” means a director who meets any applicable independence requirements of
the national stock exchange on which Common Stock is listed, if any, and who qualifies as an
“outside director” within the meaning of Section 162(m) of the Code and as a “non-employee
director” within the meaning of Rule 16b-3 promulgated under the Exchange Act.



     (aa) “Participant” means an Eligible Individual to whom an Award has been made.



     (bb) “Performance Goals” means the performance goals established by the Committee in
connection with the grant of Restricted Stock or Performance Units. In the case of Qualified
Performance-Based Awards, (i) such goals shall be based on the attainment of specified levels of
one or more of the following measures with respect to the Company or such subsidiary, division or
department of the Company for or within which the participant performs services: stock price,
market share, sales, asset quality, non-performing assets, cost, operating income, market spending
efficiency, revenue growth; earnings before interest, taxes, depreciation, and amortization;
earnings before interest and taxes; operating income; pre or after-tax income; earnings per share;
cash flow; cash flow per share; return on equity; return on invested capital; return on assets;
economic value added (or an equivalent metric); share price performance; total shareholder return;
improvement in or attainment of expense levels; and/or improvement in or attainment of working
capital levels and (ii) such Performance Goals shall be set by the Committee within the time period
prescribed by Section 162(m) of the Code and related regulations. Such Performance Goals also may
be based upon the attaining of specified levels of Company performance under one or more of the
measures described above relative to the performance of other corporations.



     (cc) “Performance Units” means an Award granted under Section 8.



     (dd) “Plan” means the Superior Offshore International, Inc. 2007 Stock Incentive Plan, as set
forth herein and as hereinafter amended from time to time.



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     (ee) “Qualified Performance-Based Award” means an Award of Restricted Stock or Performance
Units designated as such by the Committee at the time of grant, based upon a determination that (i)
the recipient is or may be a “covered employee” within the meaning of Section 162(m)(3) of the Code
in the year in which the Company would expect to be able to claim a tax deduction with respect to
such Restricted Stock or Performance Units and (ii) the Committee wishes such Award to qualify for
the Section 162(m) Exemption.



     (ff) “Restricted Stock” means an Award granted under Section 7.



     (gg) “Retirement” means Normal or Early Retirement.



     (hh) “Rule 16b-3” means Rule 16b-3, as promulgated by the Commission under Section 16(b) of
the Exchange Act, as amended from time to time.



     (ii) “Section 162(m) Exemption” means the exemption from the limitation on deductibility
imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.



     (jj) “Stock Appreciation Right” means an Award granted under Section 6.



     (kk) “Stock Option” means an Award granted under Section 5.



     (ll) “Subsidiary” means any corporation, partnership, joint venture or other entity during any
period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the
Company or any successor to the Company.



     (mm) “Termination of Employment” means the termination of the Participant’s employment with,
or performance of services for, the Company and any of its Subsidiaries or Affiliates. A
Participant employed by, or performing services for, a Subsidiary or an Affiliate shall also be
deemed to incur a Termination of Employment if the Subsidiary or Affiliate ceases to be such a
Subsidiary or an Affiliate, as the case may be, and the Participant does not immediately thereafter
become an employee of, or service-provider for, the Company or another Subsidiary or Affiliate.
Temporary absences from employment because of illness, vacation or leave of absence and transfers
among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of
Employment.



SECTION 2. ADMINISTRATION




     (a) The Plan shall be administered by the Compensation Committee or such other committee of
the Board as the Board may from time to time designate (the “Committee”), which shall be composed
of not less than three Outside Directors, and shall be appointed by and serve at the pleasure of
the Board.



     (b) The Committee shall have plenary authority to grant Awards pursuant to the terms of the
Plan to Participants.



     (c) Among other things, the Committee shall have the authority, subject to the terms of the
Plan:



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          (i) To select the Participants to whom Awards may from time to time be granted;




          (ii) To determine whether and to what extent any type of Award is to be granted hereunder;




          (iii) To determine the number of shares of Common Stock to be covered by each Award granted
hereunder;




          (iv) To determine the terms and conditions of any Award granted hereunder (including, but not
limited to, the Option Price (subject to Section 5(d)(i)), any vesting condition, restriction or
limitation (which may be related to the performance of the Participant, the Company or any
Subsidiary or Affiliate) and any vesting acceleration or forfeiture waiver regarding any Award and
the shares of Common Stock relating thereto, based on such factors as the Committee shall
determine;




          (v) Subject to the terms of the Plan, including without limitation Section 13, to modify,
amend or adjust the terms and conditions of any Award, at any time or from time to time, including
but not limited to Performance Goals; provided, however, that the Committee may not adjust upwards
the amount payable to a Covered Employee with respect to a Qualified Performance-Based Award or
waive or alter the Performance Goals associated therewith in a manner that would violate Section
162(m) of the Code; and




          (vi) To determine under what circumstances an Award may be settled in cash or Common Stock
under Sections 5(k), 5(l), 6(b)(ii), 6(c)(xi) and 8(b)(iv).




     (d) The Committee shall have the authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the Plan as it shall from time to time deem advisable, to
interpret the terms and provisions of the Plan and any Award issued under the Plan (and any
agreement relating thereto) and to otherwise supervise the administration of the Plan.



     (e) The Committee may act only by a majority of its members then in office. Except to the
extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may
(i) allocate all or any portion of its responsibilities and powers to any one or more of its
members and (ii) delegate all or any part of its responsibilities and powers to any person or
persons selected by it, provided that no such delegation may be made that would cause Awards or
other transactions under the Plan to become subject to (or lose an exemption under) the short-swing
profit recovery provisions of Section 16(b) of the Exchange Act or cause an Award designated as a
Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section
162(m) Exemption. Any such allocation or delegation may be revoked by the Committee at any time.



     (f) Any determination made by the Committee with respect to any Award shall be made in the
sole discretion of the Committee at the time of the grant of the Award or, unless in contravention
of any express term of the Plan, at any time thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the Plan shall be



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final and binding
on all persons, including the Company, its Affiliates, Subsidiaries, shareholders and Participants.



     (g) Any authority granted to the Committee may also be exercised by the full Board, except to
the extent that the grant or exercise of such authority would cause any Award or transaction to
become subject to (or lose an exemption under) the short-swing profit recovery provisions of
Section 16(b) of the Exchange Act or cause an Award designated as a Qualified Performance-Based
Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption. To the extent
that any permitted action taken by the Board conflicts with action taken by the Committee, the
Board action shall control.



SECTION 3. COMMON STOCK SUBJECT TO PLAN




     (a) The maximum number of shares of Common Stock that may be delivered to Participants and
their beneficiaries under the Plan shall be 4,000,000. No Participant may be granted Stock Options
covering in excess of
                     shares of Common Stock in any calendar year and Stock Appreciation
Rights covering in excess of
                     shares of Common Stock in any calendar year. Shares subject to
an Award under the Plan may be authorized and unissued shares or may be treasury shares. No more
than
                     shares of Restricted Stock may be issued during the term of the Plan, and no more
than
                     may be issued in any calendar year.



     (b) If any Award is forfeited, or if any Stock Option (or Stock Appreciation Right, if any)
terminates, expires or lapses without being exercised, or if any Stock Appreciation Right is
exercised for cash, shares of Common Stock subject to such Awards shall again be available for
distribution in connection with Awards under the Plan. If the Option Price of any Stock Option or
the Strike Price (as defined in Section 6(c)(ii)) of any Stock Appreciation Right is satisfied by
delivering shares of Common Stock to the Company (by either actual delivery or by attestation),
only the number of shares of Common Stock delivered to the Participant net of the shares of Common
Stock delivered to the Company or attested to shall be deemed delivered for purposes of determining
the maximum numbers of shares of Common Stock available for delivery under the Plan. To the extent
any shares of Common Stock subject to an Award are not delivered to a Participant because such
shares are used to satisfy an applicable tax-withholding obligation, such shares shall not be
deemed to have been delivered for purposes of determining the maximum number of shares of Common
Stock available for delivery under the Plan. The maximum number of shares of Common Stock that may
be issued pursuant to Stock Options intended to be Incentive Stock
Options shall be                      shares.



     (c) In the event of any change in corporate capitalization (including, but not limited to, a
change in the number of shares of Common Stock outstanding), such as a stock split or a corporate
transaction, such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company (including any extraordinary cash or stock
dividend), any reorganization (whether or not such reorganization comes within the definition of
such term in Section 368 of the Code) or any partial or complete liquidation of the Company,
the Committee or Board shall make such substitution or adjustments in the aggregate number and kind
of shares reserved for issuance under the Plan, and the maximum limitation upon Stock Options and
Stock Appreciation Rights and other Awards to be granted to any Participant, in the



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number, kind
and Option Price and Strike Price of shares subject to outstanding Stock Options and Stock
Appreciation Rights, in the number and kind of shares subject to other outstanding Awards granted
under the Plan and/or such other equitable substitution or adjustments as it may determine to be
appropriate in its sole discretion (including, without limitation, an amount in cash therefor);
provided, however, that the number of shares subject to any Award shall always be a whole number.
Such adjusted Option Price shall also be used to determine the amount payable by the Company upon
the exercise of any Stock Appreciation Right associated with any Stock Option.



SECTION 4. ELIGIBILITY




     Awards may be granted under the Plan to Eligible Individuals.



SECTION 5. STOCK OPTIONS




     (a) Stock Options may be granted alone or in addition to other Awards granted under the Plan
and may be of two types: Incentive Stock Options and NonQualified Stock Options. Any Stock Option
granted under the Plan shall be in such form as the Committee may from time to time approve.



     (b) The Committee shall have the authority to grant any Participant Incentive Stock Options,
NonQualified Stock Options or both types of Stock Options; provided, however, that grants hereunder
are subject to the limits on grants set forth in Section 3. Incentive Stock Options may be granted
only to employees of the Company and its subsidiaries or parent corporation (within the meaning of
Section 424(f) of the Code). To the extent that any Stock Option is not designated as an Incentive
Stock Option or even if so designated does not qualify as an Incentive Stock Option on or
subsequent to its grant date, it shall constitute a NonQualified Stock Option.



     (c) Stock Options shall be evidenced by Award Agreements, the terms and provisions of which
may differ. An Award Agreement shall indicate on its face whether it is intended to be an agreement
for an Incentive Stock Option or a NonQualified Stock Option; provided that Stock Options intended
to be Incentive Stock Options shall comply with paragraph (d)(v) hereunder and any other provisions
to qualify as an Incentive Stock Option under the Code. The grant of a Stock Option shall occur on
the date the Committee by resolution selects a Participant to receive a grant of a Stock Option,
determines the number of shares of Common Stock to be subject to such Stock Option to be granted to
such Participant and specifies the terms and provisions of the Stock Option. The Company shall
notify a Participant of any grant of a Stock Option, and a written Award Agreement shall be duly
executed and delivered by the Company to the Participant. Such agreement or agreements shall become
effective upon execution by the Company and the Participant.



     (d) Stock Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions as the Committee shall deem
desirable:



          (i) Option Price. The Committee shall determine the option price per share of Common
Stock purchasable under a Stock Option (the “Option Price”). The Option Price per share of Common
Stock subject to a Stock Option shall not be less than the Fair Market Value of


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the Common Stock
subject to such Stock Option on the date of grant. Except for adjustments pursuant to Section
3(c), in no event may any Stock Option granted under this Plan be amended to decrease the Option
Price thereof, cancelled in conjunction with the grant of any new Stock Option with a lower Option
Price, or otherwise be subject to any action that would be treated, for accounting purposes, as a
“repricing” of such Stock Option, unless such amendment, cancellation, or action is approved by the
Company’s shareholders in accordance with applicable law and stock exchange rules.




          (ii) Option Term. The term of each Stock Option shall be fixed by the Committee, but
no Incentive Stock Option shall be exercisable more than 10 years after the date the Stock Option
is granted.




          (iii) Exercisability. Except as otherwise provided herein, Stock Options shall be
exercisable at such time or times and subject to such terms and conditions as shall be determined
by the Committee. If the Committee provides that any Stock Option is exercisable only in
installments, the Committee may at any time waive such installment exercise provisions, in whole or
in part, based on such factors as the Committee may determine. In addition, the Committee may at
any time accelerate the exercisability of any Stock Option.




          (iv) Method of Exercise. Subject to the provisions of this Section 5, Stock Options
may be exercised, in whole or in part, at any time during the option term by giving written notice
of exercise to the Company specifying the number of shares of Common Stock subject to the Stock
Option to be purchased. Such notice shall be accompanied by payment in full of the Option Price by
certified or bank check or such other instrument as the Company may accept. If approved by the
Committee, payment, in full or in part, may also be made in the form of unrestricted Common Stock
(by delivery of such shares or by attestation) already owned by the Participant of the same class
as the Common Stock subject to the Stock Option (based on the Fair Market Value of the Common Stock
on the date the Stock Option is exercised); provided, however, that, in the case of an Incentive
Stock Option, the right to make a payment in the form of already owned shares of Common Stock of
the same class as the Common Stock subject to the Stock Option may be authorized only at the time
the Stock Option is granted and provided, further, that such already owned shares have been held by
the Participant for at least six months at the time of exercise or had been purchased on the open
market. If approved by the Committee, to the extent permitted by applicable law, payment in full or
in part may also be made by delivering a properly executed exercise notice to the Company, together
with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount
of sale or loan proceeds necessary to pay the Option Price, and, if requested, the amount of any
federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Company may
enter into agreements for coordinated procedures with one or more brokerage firms. No shares of
Common Stock shall be delivered until full payment therefor has been made. A Participant shall
have all of the rights of a shareholder of the Company holding the class or series of Common Stock that
is subject to such Stock Option (including, if applicable, the right to vote the shares and the
right to receive dividends), when the Participant has given written notice of exercise, has paid in
full for such shares and, if requested by the Company, has given the representation described in
Section 15(a).




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          (v) No Incentive Stock Option shall be granted to an individual if, at the time the Stock
Option is granted, such individual owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of its parent or subsidiary corporation, within the
meaning of section 422(b)(6) of the Code, unless (i) at the time such Stock Option is granted, the
Stock Option price is at least 110% of the Fair Market Value of the Common Stock subject to the
Stock Option and (ii) such Stock Option by its terms is not exercisable after the expiration of
five years from the date of grant.




     (e) Nontransferability of Stock Options. No Stock Option shall be transferable by the
Participant other than (i) by will or by the laws of descent and distribution or any other
testamentary distribution; or (ii) in the case of a NonQualified Stock Option, unless otherwise
determined by the Committee, to such Participant’s children or family members, whether directly or
indirectly or by means of a trust or partnership or otherwise. For purposes of this Plan, unless
otherwise determined by the Committee, “family member” shall have the meaning given to such term in
General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933 as amended, or any
successor thereto. All Stock Options shall be exercisable, subject to the terms of this Plan, only
by the Participant, the guardian or legal representative of the Participant, or any person to whom
such option is transferred pursuant to this paragraph, it being understood that the term “holder”
and “Participant” include such guardian, legal representative and other transferee; provided,
however, that Termination of Employment shall continue to refer to the Termination of Employment of
the original Participant.



     (f) Termination by Reason of Death, Disability, or Retirement. Unless otherwise
determined by the Committee at the time of grant and as set forth in an Award Agreement, if a
Participant incurs a Termination of Employment by reason of death, Disability or Retirement any
Stock Option held by such Participant may thereafter be exercised, to the extent then exercisable,
or on such accelerated basis as the Committee may determine, until the expiration of the stated
term of such Stock Option. In the event of Termination of Employment by reason of death,
Disability, or Retirement, if an Incentive Stock Option is exercised after expiration of the
exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will
thereafter be treated as a NonQualified Stock Option.



     (g) Other Termination. Unless otherwise determined by the Committee at the time of
grant and as set forth in an Award Agreement: (A) if a Participant incurs a Termination of
Employment for Cause, all Stock Options held by such Participant shall thereupon terminate whether
they are exercisable or not; and (B) if a Participant incurs a Termination of Employment for any
reason other than death, Disability, Retirement or for Cause, any Stock Option held by such
Participant, to the extent it was then exercisable at the time of termination, or on such
accelerated basis as the Committee may determine, may be exercised for the balance of such Stock
Option’s term. In the event of Termination of Employment for any reason other than death,
Disability, Retirement or for Cause, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422 of the Code, such
Stock Option will thereafter be treated as a NonQualified Stock Option.



     (h) Cashing Out of Stock Option. On receipt of written notice of exercise, the
Committee may elect to cash out all or part of the portion of the shares of Common Stock for which
a Stock Option is being exercised by paying the Participant an amount, in cash or



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Common Stock,
equal to the excess of the Fair Market Value of the Common Stock over the Option Price times the
number of shares of Common Stock for which the Option is being exercised on the effective date of
such cash-out.



SECTION 6. STOCK APPRECIATION RIGHTS




     (a) Grant. Stock Appreciation Rights may be granted alone or in addition to other
Awards granted under the Plan.



     (b) Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall
be subject to such terms and conditions as shall be determined by the Committee, including the
following:



          (i) Term. The Committee shall determine the stated term of each Stock Appreciation
Right granted under this Plan.




          (ii) Strike Price. Unless provided otherwise by the Committee, the strike price (the
“Strike Price”) per share of Common Stock subject to a Stock Appreciation Right shall be the Fair
Market Value of the Common Stock on the date of grant. Except for adjustments pursuant to Section
3(c), in no event may any Stock Appreciation Right granted under this Plan be amended to decrease
the Strike Price thereof, cancelled in conjunction with the grant of any new Stock Appreciation
Right with a lower Strike Price, or otherwise be subject to any action that would be treated, for
accounting purposes, as a “repricing” of such Stock Appreciation Right, unless such amendment,
cancellation, or action is approved by the Company’s shareholders in accordance with applicable law
and stock exchange rules.




          (iii) Exercisability. Except as otherwise provided herein, Share Appreciation Rights
shall be exercisable at such time or times and subject to such terms and conditions as shall be
determined by the Committee, and the Committee may at any time accelerate the exercisability of any
Stock Appreciation Right. If the Committee provides that any Stock Appreciation Right is
exercisable only in installments, the Committee may at any time waive such installment exercise
provisions, in whole or in part, based on such factors as the Committee may determine.




          (iv) Settlement. Upon the exercise of a Stock Appreciation Right, a Participant shall
be entitled to receive an amount in cash, shares of Common Stock or a combination of cash and
shares, equal to (A) the excess of the Fair Market Value of one share of Common Stock over the
applicable Strike Price multiplied by (B) the number of shares of Common Stock in respect of which
the Stock Appreciation Right shall have been exercised, with the Committee having the right to
determine the form of payment.




          (v) Nontransferability. No Stock Appreciation Right shall be transferable by a
Participant other than by will or by the laws of descent and distribution or as otherwise expressly
permitted by the Committee, including, if so permitted, pursuant to a transfer to such
Participant’s children or family members, whether directly or indirectly or by means of a trust or
partnership or otherwise. For purposes of this Plan, unless otherwise determined by the Committee,
“family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form
S-8 under the Securities Act of 1933, as amended, and any successor thereto.


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All Stock Appreciation
Rights shall be exercisable, subject to the terms of this Plan, only by the Participant, the
guardian or legal representative of the Participant, or any person to whom such Stock Appreciation
Right is transferred pursuant to this paragraph, it being understood that the terms “holder” and
“Participant” include such guardian, legal representative and other transferee; provided, however,
that the term “Termination of Employment” shall continue to refer to the Termination of Employment
of the original Participant.




          (vi) Termination by Reason of Death, Disability, or Retirement. Unless otherwise
determined by the Committee at the time of grant and as set forth in an Award Agreement, if a
Participant incurs a Termination of Employment by reason of death, Disability, or Retirement, any
Stock Appreciation Right held by such Participant may thereafter be exercised, to the extent then
exercisable, or on such accelerated basis as the Committee may determine, until the expiration of
the stated term of such Stock Appreciation Right.




          (vii) Other Termination. Unless otherwise determined by the Committee at the time of
grant and as set forth in an Award Agreement: (A) if a Participant incurs a Termination of
Employment for Cause, all Stock Appreciation Rights held by such Participant shall thereupon
terminate whether they are exercisable or not; and (B) if a Participant incurs a Termination of
Employment for any reason other than death, Disability, Retirement or for Cause, any Stock
Appreciation Right held by such Participant, to the extent it was then exercisable at the time of
termination, or on such accelerated basis as the Committee may determine, may be exercised for the
balance of such Stock Appreciation Right’s term.




SECTION 7. RESTRICTED STOCK




     (a) Administration. Shares of Restricted Stock may be awarded either alone or in
addition to other Awards granted under the Plan. The Committee shall determine the Participants to
whom and the time or times at which grants of Restricted Stock will be awarded, the number of
shares to be awarded to any Participant, the conditions for vesting, the time or times within which
such Awards may be subject to forfeiture and any other terms and conditions of the Awards, in
addition to those contained in Section 7(c).



     (b) Awards and Certificates. Shares of Restricted Stock shall be evidenced in such
manner as the Committee may deem appropriate, including book-entry registration or issuance of one
or more stock certificates. Any certificate issued in respect of shares of Restricted Stock shall
be registered in the name of such Participant and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Award, substantially in the following form:




“THE TRANSFERABILITY OF THIS CERTIFICATE AND THE
SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
(INCLUDING FORFEITURE) OF THE SUPERIOR OFFSHORE INTERNATIONAL, INC. 2007
STOCK INCENTIVE PLAN AND AN AWARD AGREEMENT. COPIES OF SUCH PLAN AND
AGREEMENT ARE ON FILE AT THE OFFICES OF SUPERIOR OFFSHORE INTERNATIONAL,
INC., 900 S. COLLEGE ROAD, SUITE 301, LAFAYETTE, LOUISIANA.”



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The Committee may require that the certificates evidencing such shares be held in custody by the
Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of
Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating
to the Common Stock covered by such Award.




     (c) Terms and Conditions. Shares of Restricted Stock shall be subject to the following
terms and conditions:



          (i) The Committee may, prior to or at the time of grant, designate an Award of Restricted
Stock as a Qualified Performance-Based Award, in which event it shall condition the grant or
vesting, as applicable, of such Restricted Stock upon the attainment of Performance Goals. If the
Committee does not designate an Award of Restricted Stock as a Qualified Performance-Based Award,
it may also condition the grant or vesting thereof upon the attainment of Performance Goals.
Regardless of whether an Award of Restricted Stock is a Qualified Performance-Based Award, the
Committee may also condition the grant or vesting thereof upon the continued service of the
Participant. The conditions for grant or vesting and the other provisions of Restricted Stock
Awards (including without limitation any applicable Performance Goals) need not be the same with
respect to each recipient. The Committee may at any time, in its sole discretion, accelerate or
waive, in whole or in part, any of the foregoing restrictions; provided, however, that in the case
of Restricted Stock that is a Qualified Performance-Based Award, the applicable Performance Goals
must have been satisfied.




          (ii) Subject to the provisions of the Plan and the Award Agreement referred to in Section
7(c)(vi), during the period, if any, set by the Committee, commencing with the date of such Award
for which such Participant’s continued service is required (the “Restriction Period”), and until
the later of (A) the expiration of the Restriction Period and (B) the date the applicable
Performance Goals (if any) are satisfied, the Participant shall not be permitted to sell, assign,
transfer, pledge or otherwise encumber shares of Restricted Stock.




          (iii) Except as provided in this paragraph (iii) and Sections 7(c)(i) and 7(c)(ii) and the
Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of
the rights of a shareholder of the Company holding the class or series of Common Stock that is the
subject of the Restricted Stock, including, if applicable, the right to vote the shares and the
right to receive any cash dividends. If so determined by the Committee in the applicable Award
Agreement and subject to Section 15(e) of the Plan, (A) cash dividends on the class or series of
Common Stock that is the subject of the Restricted Stock Award shall be automatically deferred and
reinvested in additional Restricted Stock, held subject to the vesting of the underlying Restricted
Stock, or held subject to meeting Performance Goals applicable only to dividends, and (B) dividends
payable in Common Stock shall be paid in the form of Restricted
Stock of the same class as the Common Stock with which such dividend was paid, held subject to
the vesting of the underlying Restricted Stock, or held subject to meeting Performance Goals
applicable only to dividends.




          (iv) Except to the extent otherwise provided in the applicable Award Agreement or Section
7(c)(i), 7(c)(ii), 7(c)(v) or 10(a)(ii), upon a Participant’s Termination of Employment for any
reason during the Restriction Period or before the applicable Performance Goals are satisfied, all
shares still subject to restriction shall be forfeited by the Participant;


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provided, however, that
the Committee shall have the discretion to waive, in whole or in part, any or all remaining
restrictions (other than, in the case of Restricted Stock with respect to which a Participant is a
Covered Employee, satisfaction of the applicable Performance Goals) with respect to any or all of
such Participant’s shares of Restricted Stock.




          (v) If and when any applicable Performance Goals are satisfied and the Restriction Period
expires without a prior forfeiture of the Restricted Stock, unlegended certificates for such shares
shall be delivered to the Participant upon surrender of the legended certificates.




          (vi) Each Award shall be confirmed by, and be subject to, the terms of an Award Agreement.




SECTION 8. PERFORMANCE UNITS




     (a) Administration. Performance Units may be awarded either alone or in addition to
other Awards granted under the Plan. The Committee shall determine the Participants to whom and the
time or times at which Performance Units shall be awarded, the number of Performance Units to be
awarded to any Participant), the duration of the Award Cycle and any other terms and conditions of
the Award, in addition to those contained in Section 8(b).



     (b) Terms and Conditions. Performance Units Awards shall be subject to the following
terms and conditions:



          (i) The Committee may, prior to or at the time of the grant, designate Performance Units as
Qualified Performance-Based Awards, in which event it shall condition the settlement thereof upon
the attainment of Performance Goals. If the Committee does not designate Performance Units as
Qualified Performance-Based Awards, it may also condition the settlement thereof upon the
attainment of Performance Goals. Regardless of whether Performance Units are Qualified
Performance-Based Awards, the Committee may also condition the settlement thereof upon the
continued service of the Participant. The provisions of such Awards (including without limitation
any applicable Performance Goals) need not be the same with respect to each recipient. Subject to
the provisions of the Plan and the Award Agreement referred to in Section 8(b)(v), Performance
Units may not be sold, assigned, transferred, pledged or otherwise encumbered during the Award
Cycle. No more than                     shares of Common Stock may be subject to Qualified Performance Based
Awards granted to any Eligible Individual in any calendar year.




          (ii) Except to the extent otherwise provided in the applicable Award Agreement or Section
8(b)(ii) or 10(a)(iii), upon a Participant’s Termination of Employment for
any reason during the Award Cycle or before any applicable Performance Goals are satisfied,
all rights to receive cash or stock in settlement of the Performance Units shall be forfeited by
the Participant; provided, however, that the Committee shall have the discretion to waive, in whole
or in part, any or all remaining payment limitations (other than, in the case of Performance Units
that are Qualified Performance-Based Awards), with respect to any or all of such Participant’s
Performance Units.




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          (iii) A Participant may elect to further defer receipt of cash or shares in settlement of
Performance Units for a specified period or until a specified event, subject in each case to the
Committee’s approval and to such terms as are determined by the Committee. Such election must be
made prior to commencement of the Award Cycle for the Performance Units in question.




          (iv) At the expiration of the Award Cycle, the Committee shall evaluate the Company’s
performance in light of any Performance Goals for such Award, and shall determine the number of
Performance Units granted to the Participant which have been earned, and the Committee shall then
cause to be delivered (A) a number of shares of Common Stock equal to the number of Performance
Units determined by the Committee to have been earned, or (B) cash equal to the Fair Market Value
of such number of shares of Common Stock to the Participant, as the Committee shall elect.




          (v) Each Award shall be confirmed by, and be subject to, the terms of an Award Agreement.




SECTION 9. OTHER STOCK-BASED AWARDS




     Other Awards of Common Stock and other Awards that are valued in whole or in part by reference
to, or are otherwise based upon, Common Stock, including (without limitation) phantom stock,
dividend equivalents and convertible debentures, may be granted either alone or in conjunction with
other Awards granted under the Plan; provided that no such Awards can be granted with respect to
more than                     shares of Common Stock in any calendar year.



SECTION 10. CHANGE IN CONTROL PROVISIONS




     (a) Impact of Event. Notwithstanding any other provision of the Plan to the contrary,
unless otherwise provided by the Committee in any Award Agreement, in the event of a Change in
Control:


        (i) The Committee, in its discretion, shall act to effect one or more of the following
alternatives with respect to outstanding Stock Options, which may vary among individual
Participants and which may vary among Stock Options held by any individual Participant: (1)
determine a limited period of time for the exercise of such Stock Options in a manner determined by
the Committee (notwithstanding the provisions set forth in Section 5 with respect to the exercise
of such Stock Options) on or before a specified date (before or after such Change in Control) after
which specified date all unexercised Stock Options and all rights of Participants thereunder shall
terminate, (2) require the mandatory surrender to the Company by selected Participants of some or
all of the outstanding Stock Options held by such Participants (irrespective of whether such Stock
Options are then exercisable under the provisions of the
Plan) as of a date, before or after such Change in Control, specified by the Committee, in
which event the Committee shall thereupon cancel such Stock Options and the Company shall pay to
each Participant an amount of cash and other consideration, as determined by the Committee in its
sole discretion, where the total cash and other consideration paid or delivered per share is equal
to the excess, if any, of the Change in Control Price of the shares subject to such Stock Option
over the Option Price(s) under such Stock Options for such shares, (3) make such


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adjustments to
Stock Options then outstanding as the Committee deems appropriate to reflect such Change in Control
(provided, however, that the Committee may determine in its sole discretion that no adjustment is
necessary to Stock Options then outstanding) or (4) provide that thereafter upon any exercise of a
Stock Option theretofore granted the Participant shall be entitled to purchase under such Stock
Option, in lieu of the number of shares of Common Stock then covered by such Stock Option, the
number and class of shares of stock or other securities or property (including, without limitation,
cash) to which the Participant would have been entitled pursuant to the terms of the agreement of
merger, consolidation or sale of assets and dissolution if, immediately prior to such merger,
consolidation or sale of assets and dissolution, the Participant has been the Participant of record
of the number of shares of Common Stock then covered by such Stock Option.




          (ii) Stock Appreciation Rights outstanding as of the date of such Change in Control, and which
are not then exercisable and vested, shall become fully exercisable and vested.




          (iii) The restrictions and deferral limitations applicable to any Restricted Stock shall
lapse, and such Restricted Stock shall become free of all restrictions and become fully vested.




          (iv) All Performance Units shall be considered to be earned and payable in full, and any
deferral or other restriction shall lapse and such Performance Units shall be settled in cash or
shares of Common Stock, as determined by the Committee, as promptly as is practicable.




          (v) Any other Awards of Common Stock as set forth in Section 10 shall be considered earned and
payable in full and shall be settled in cash or shares of Common Stock, as determined by the
Committee, as promptly as practicable.




     (b) Definition of Change in Control. For purposes of the Plan, a “Change in Control”
shall mean the happening of any of the following events:



          (i) An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then outstanding shares
of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting
power of the then outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”); excluding, however, the
following: (1) Any acquisition directly from the Company, other than an acquisition by virtue of
the exercise of a conversion privilege unless the security being so converted was itself acquired
directly from the Company, (2) Any acquisition
by the Company, (3) Any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any entity controlled by the Company, or (4) Any acquisition
pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this
Section 10(b); or




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          (ii) A change in the composition of the Board such that the individuals who, as of the
Effective Date, constitute the Board (such Board shall be hereinafter referred to as the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board; provided, however, for
purposes of this Section 10(b), that any individual who becomes a member of the Board subsequent to
the Effective Date, whose election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of those individuals who are members of the Board and who
were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be
considered as though such individual were a member of the Incumbent Board; but, provided, further,
that any such individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other than the Board
shall not be so considered as a member of the Incumbent Board; or




          (iii) Consummation of a reorganization, merger or consolidation or sale or other disposition
of all or substantially all of the assets of the Company (“Corporate Transaction”); excluding,
however, such a Corporate Transaction pursuant to which (1) all or substantially all of the
individuals and entities who are the beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the
outstanding shares of common stock, and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case may be, of the
corporation resulting from such Corporate Transaction (including, without limitation, a corporation
which as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other
than the Company, any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 30% or
more of, respectively, the outstanding shares of common stock of the corporation resulting from
such Corporate Transaction or the combined voting power of the outstanding voting securities of
such corporation entitled to vote generally in the election of directors except to the extent that
such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of
the Incumbent Board will constitute at least a majority of the members of the board of directors of
the corporation resulting from such Corporate Transaction; or




          (iv) The approval by the shareholders of the Company of a complete liquidation or dissolution
of the Company.




     (c) Change in Control Price. For purposes of the Plan, “Change in Control Price” means
the higher of (i) the highest reported sales price, regular way, of a share of Common Stock
in any transaction reported on the national securities market or exchange as may at the time
be the principal market for the Common Stock during the 60-day period prior to and including the
date of a Change in Control or (ii) if the Change in Control is the result of a tender or exchange
offer or a Corporate Transaction, the highest price per share of Common Stock paid in such tender
or exchange offer or Corporate Transaction; provided, however, that in the case of



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Incentive Stock
Options, the Change in Control Price shall be in all cases the Fair Market Value of the Common
Stock on the date such Incentive Stock Option or Tandem Stock Appreciation Right is exercised. To
the extent that the consideration paid in any such transaction described above consists all or in
part of securities or other noncash consideration, the value of such securities or other noncash
consideration shall be determined in the sole discretion of the Board.



SECTION 11. FORFEITURE OF AWARDS




     Notwithstanding anything in the Plan to the contrary, the Committee shall have the authority
under the Plan to provide in any Award Agreement that in the event of serious misconduct by a
Participant (including, without limitation, any misconduct prejudicial to or in conflict with the
Company or its Subsidiaries or Affiliates, or any Termination of Employment for Cause), or any
activity of a Participant in competition with the business of the Company or any Subsidiary or
Affiliate, any outstanding Award granted to such Participant shall be cancelled, in whole or in
part, whether or not vested or deferred. The determination of whether a Participant has engaged in
a serious breach of conduct or any activity in competition with the business of the Company or any
Subsidiary or Affiliate shall be determined by the Committee in good faith and in its sole
discretion. This Section 11 shall have no application following a Change in Control.



SECTION 12. TERM, AMENDMENT AND TERMINATION




     The Plan will terminate on the tenth anniversary of the Effective Date. Under the Plan, Awards
outstanding as of such date shall not be affected or impaired by the termination of the Plan.



     The Board may amend, alter, or discontinue the Plan, but no amendment, alteration or
discontinuation shall be made which would impair the rights of a Participant under a Stock Option
or a recipient of a Stock Appreciation Right, Restricted Stock Award, Performance Unit Award or
other Award theretofore granted without the Participant’s or recipient’s consent, except such an
amendment made to comply with applicable law (including Section 409A of the Code), stock exchange
rules or accounting rules. In addition, no such amendment shall be made without the approval of the
Company’s shareholders to the extent such approval is required by applicable law or stock exchange
rules.



     The Committee may amend the terms of any Stock Option or other Award theretofore granted,
prospectively or retroactively, but no such amendment shall cause a Qualified Performance-Based
Award to cease to qualify for the Section 162(m) Exemption or impair the rights of any holder
without the holder’s consent except such an amendment made to cause the Plan or Award to comply
with applicable law (including Section 409A of the Code), stock exchange rules or accounting rules.



     Subject to the above provisions, the Board shall have authority to amend the Plan to take into
account changes in law and tax and accounting rules as well as other developments, and to grant
Awards which qualify for beneficial treatment under such rules without shareholder approval.



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SECTION 13. UNFUNDED STATUS OF PLAN




     It is presently intended that the Plan constitute an “unfunded” plan for incentive and
deferred compensation. The Committee may authorize the creation of trusts or other arrangements to
meet the obligations created under the Plan to deliver Common Stock or make payments; provided,
however, that unless the Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the “unfunded” status of the Plan.



SECTION 14. GENERAL PROVISIONS




     (a) Representation. The Committee may require each person purchasing or receiving
shares pursuant to an Award to represent to and agree with the Company in writing that such person
is acquiring the shares without a view to the distribution thereof. The certificates for such
shares may include any legend which the Committee deems appropriate to reflect any restrictions on
transfer. Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the
Company shall not be required to issue or deliver any certificate or certificates for shares of
Common Stock under the Plan prior to fulfillment of all of the following conditions:



          (i) Listing or approval for listing upon notice of issuance, of such shares on such securities
exchange as may at the time be the principal market for the Common Stock;




          (ii) Any registration or other qualification of such shares of the Company under any state or
federal law or regulation, or the maintaining in effect of any such registration or other
qualification which the Committee shall, in its absolute discretion upon the advice of counsel,
deem necessary or advisable; and




          (iii) Obtaining any other consent, approval, or permit from any state or federal governmental
agency which the Committee shall, in its absolute discretion after receiving the advice of counsel,
determine to be necessary or advisable.




     (b) No Limit of Other Arrangements. Nothing contained in the Plan shall prevent the
Company or any Subsidiary or Affiliate from adopting other or additional compensation arrangements
for its employees.



     (c) No Contract of Employment. Neither the Plan nor any Award shall constitute a
contract of employment. Neither the adoption of the Plan nor the grant of an Award shall confer
upon any employee any right to continued employment, nor shall either interfere in any way with the
right of the Company or any Subsidiary or Affiliate to terminate the employment of any employee at
any time.



     (d) Tax Withholding. No later than the date as of which an amount first becomes
includible in the gross income of the Participant for federal income tax purposes with respect to
any Award under the Plan, the Participant shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of
any kind required by law to be withheld with respect to such amount. Unless otherwise determined by
the Company, withholding obligations may be settled with Common Stock, including Common Stock that
is part of the Award that gives rise to the withholding requirement; provided, that not more than
the legally required minimum withholding may be



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settled with Common Stock. The obligations of the
Company under the Plan shall be conditional on such payment or arrangements, and the Company and
its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from
any payment otherwise due to the Participant. The Committee may establish such procedures as it
deems appropriate, including making irrevocable elections, for the settlement of withholding
obligations with Common Stock.



     (e) Dividends. Reinvestment of dividends in additional Restricted Stock at the time of
any dividend payment shall only be permissible if sufficient shares of Common Stock are available
under Section 3 for such reinvestment (taking into account then outstanding Stock Options and other
Awards).



     (f) Death Beneficiary. The Committee shall establish such procedures as it deems
appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event
of the Participant’s death are to be paid or by whom any rights of the Participant, after the
Participant’s death, may be exercised.



     (g) Subsidiary Employees. In the case of a grant of an Award to any employee of a
Subsidiary of the Company, the Company may, if the Committee so directs, issue or transfer the
shares of Common Stock, if any, covered by the Award to the Subsidiary, for such lawful
consideration as the Committee may specify, upon the condition or understanding that the Subsidiary
will transfer the shares of Common Stock to the employee in accordance with the terms of the Award
specified by the Committee pursuant to the provisions of the Plan. All shares of Common Stock
underlying Awards that are forfeited or canceled should revert to the Company.



     (h) Governing Law. The Plan and all Awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware, without reference
to principles of conflict of laws.



     (i) Nontransferability. Except as otherwise provided in Section 5(e) or 6(b)(v) or by
the Committee, Awards under the Plan are not transferable except by will or by laws of descent and
distribution.



     (j) Code Section 409A. It is intended that any grant of an Award to which Section
409A of the Code is applicable shall satisfy all of the requirements of such Code section.



SECTION 15. EFFECTIVE DATE OF PLAN




     The Plan shall be effective as of the date (the “Effective Date”) it is adopted by the Board,
provided that it is approved by the stockholders of the Company in accordance with all
applicable laws, regulations and stock exchange rules and listing standards.




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