PHANTOM STOCK AGREEMENT HERCULES OFFSHORE 2004 LONG-TERM INCENTIVE PLAN

This Phantom Stock Agreement (“Agreement”) is made and entered into by and between Hercules Offshore, Inc., a Delaware corporation (the “Company”), and <PARTICIPANT NAME> (the “Participant”) as of <GRANT DATE> (the “Date of Grant”), pursuant to the Amended and Restated Hercules Offshore 2004 Long-Term Incentive Plan (the “Plan”), the terms of which are hereby incorporated by reference. All capitalized terms in this Agreement shall have the meanings ascribed to them in the Plan unless otherwise defined in this Agreement or in the glossary to this Agreement.

WHEREAS, the Company has adopted 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 Committee believes that the grants of Phantom Stock to the Participant as described herein are 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.Phantom Stock. Subject to the conditions and restrictions set forth below and in the Plan, the Company hereby grants to the Participant as of the Date of Grant, this Award of shares of Phantom Stock (the “Phantom Shares”). The number of Target Phantom Shares shall be <# OF SHARES>.

2.    Vesting and Settlement of Phantom Shares

3.    Effects of Termination and Change of Control.

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

5.    Voting Rights with Respect to the Phantom Shares. The Phantom Shares shall have no voting rights.

6.    Nonassignability. Other than as permitted under Paragraph 10, no right or benefit under this Agreement, including but not limited to the Phantom Shares, shall (i) 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, or (ii) 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 shall become bankrupt or attempt to transfer, anticipate, alienate, assign, sell, pledge, encumber or charge any right or benefit hereunder, 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 any and all rights and benefits under this Agreement shall cease and terminate. Payment of cash or transfer of Common Stock in settlement of a vested Phantom Share shall be made only to the Participant during his or her lifetime, to his or her estate if the Participant is deceased, or if the Participant is mentally incapacitated, to the Participant’s guardian or legal representative. Any attempted assignment or transfer in violation of this provision or Section 13 of the Plan shall be null and void. In the case of the Participant’s death, the personal representative or other person entitled to succeed to the rights of the Participant under the Participant’s will or under the applicable laws of descent and distribution shall succeed to such rights.

7.    Prerequisites to Benefits. Neither the Participant, nor any person claiming through the Participant, shall have any right or interest in the Phantom Shares 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, including but not limited to the vesting requirements, shall have been complied with as specified herein.

8.    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.

9.    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 of Common Stock, 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”):

10.    Tax Withholding.

11.    Authority of Committee. Notwithstanding provisions of the Plan to the contrary:

12.    No Guarantee of Tax Consequences. The Participant shall be solely responsible for and liable for any and all tax consequences (including but not limited to any interest or penalties) as a result of participation in the Plan. Neither the Board, nor the Company nor the Committee makes any commitment or guarantee that any federal, state, local or foreign tax treatment will apply or be available to any person participating or eligible to participate hereunder and assumes no liability whatsoever for the tax consequences to the Participants.

13.    Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any compensation paid to the Participant pursuant to this Agreement that is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company or a Subsidiary pursuant to any such law, government regulation or stock exchange listing requirement).

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

15.    Definitions and Headings. All capitalized terms in this Agreement shall have the meanings ascribed to them in the Plan unless otherwise defined in this Agreement or in the glossary to this Agreement. The headings, titles and labels assigned to paragraphs and other subdivisions of this Agreement are for the convenience of the reader and shall not alter the meaning, scope or effect of any provision of this Agreement.

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. By executing this Agreement, the Participant acknowledges receipt of a copy of the Plan and understands and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

  

HERCULES OFFSHORE, INC.

Name:    Beau M. Thompson

Title:    General Counsel and Secretary

PARTICIPANT

Name:    [PARTICIPANT NAME]

Certain Definitions. The following terms shall have the meanings set forth below:

If the number of members of the Peer Group decreases, the Company SPP Rank shall be determined as follows: (i) the Company’s SPP shall be ranked among the SPPs of the remaining members of the Peer Group on of the last day of the Performance Period, with the highest SPP being ranked first; (ii) the rank of the Company’s SPP among the remaining members of the Peer Group on the last day of the Performance Period shall then be multiplied by a fraction, the numerator of which is seventeen (17) and the denominator of which is the number of members of the Peer Group on the last day of the Performance Period, (iii) the number obtained in subclause (ii) shall be the Company SPP Rank on the Peer Group SPP Chart and (iv) if such Company SPP Rank is not a whole number, it will be rounded to the nearest whole number, with fractional values of 0.5 and greater rounded to the next highest whole number and fractional values below 0.5 rounded to the next lowest whole number.