FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
This Agreement is dated the ____ day of ___________, 20__, between ATWOOD OCEANICS, INC., (the
"Company") and ___________________ (the "Participant").
The Company has adopted an Amended and Restated 2007 Long-Term Incentive Plan (the "Plan") which
provides for grants of restricted stock awards of Common Stock to Non-Employee Directors of the Company,
and the Participant is a Non-Employee Director of the Company. Pursuant to said Plan, the Compensation
Committee has approved and ratified the execution of this Agreement between the Company and the Participant.
All capitalized terms not defined herein shall have the meaning set forth in the Plan as in effect on the date hereof.
1. The Company hereby awards to the Participant ______shares of restricted Common Stock, equal in value to
$__________, the ("Restricted Stock Award"). The number of shares of Common Stock included in the
Restricted Stock Award is based upon the Fair Market Value of one share of Common Stock on
___________, 20__ (the "Date of Grant").
2. The shares of Common Stock included in the Restricted Stock Award are restricted such that ownership of
such shares cannot be sold, transferred, pledged, exchanged, hypothecated, or otherwise disposed of until three
(3) years from the Date of Grant (the "Restriction Period"). The stock certificates evidencing the shares of
Common Stock included in the Restricted Stock Award may be endorsed with a legend to reflect such
3. During any Restriction Period, the Participant shall have the rights of a shareholder with respect to the shares
of Common Stock included in the Restricted Stock Award, including, but not by way of limitation, the right to
vote such shares and to receive dividends and to purchase securities pursuant to that certain Rights Agreement by
and between the Company and Continental Stock Transfer & Trust Company (as Rights Agent) dated October
18, 2002, as