Fifth Amendment to the Second Amended and Restated Hornbeck Offshore Services, Inc. Incentive Compensation Plan, effective June 20, 2019

EX-10.54 5 ex1054q210-q06302019.htm EXHIBIT 10.54 Exhibit

Exhibit 10.54

FIFTH AMENDMENT TO THE

SECOND AMENDED AND RESTATED

HORNBECK OFFSHORE SERVICES, INC.

INCENTIVE COMPENSATION PLAN

This FIFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED HORNBECK OFFSHORE SERVICES, INC. INCENTIVE COMPENSATION PLAN (this " Amendment ") is made effective as of the 20^th day of June, 2019, by the Board of Directors (the " Board ") of Hornbeck Offshore Services, Inc. (the " Company ").

WHEREAS, the Company sponsors the Second Amended and Restated Hornbeck Offshore Services, Inc. Incentive Compensation Plan, as amended (the " Plan ");

WHEREAS, pursuant to Section 13.1 of the Plan, the Board may at any time amend the provisions of the Plan;

WHEREAS, the Company desires to amend the Plan to increase the number of shares of common stock that may be delivered pursuant to awards granted under the Plan; and

WHEREAS, the stockholders of the Company have passed a resolution approving this Amendment;

NOW, THEREFORE, the Board hereby amends the Plan as follows:

1. Section 4.1 shall be amended to increase the number of shares authorized under the Plan by 7,000,000 by replacing the first sentence with the following:

"The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is 11,950,000 shares."

2. Except as set forth herein and as previously amended, the Plan shall continue in full force and effect.

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