EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT (this “ Agreement ”) is entered into as of the 15 th
day of December, 2008 (the “ Effective Date ”) by and between HERCULES OFFSHORE, INC., a
Delaware corporation (the “ Company ”), and STEPHEN M. BUTZ (the “ Executive ”).
WHEREAS, the Company desires to employ the Executive, and the Executive is willing to accept such
employment, all upon the terms and conditions set forth herein;
WHEREAS, the Board of Directors of the Company (the “ Board ”), upon the recommendation of the
Compensation Committee of the Board (the “ Compensation Committee ” ), has determined that it is
advisable and in the best interests of the Company and its stockholders to assure that the Company will have the
continued dedication of the Executive, and to provide the Executive with compensation and benefits arrangements
which are competitive with those of executives of other similarly situated corporations;
WHEREAS, the Board also believes it is imperative to diminish the inevitable distraction of the Executive by
virtue of the personal uncertainties and risks created by a pending or threatened Change of Control (hereinafter
defined) and to encourage the Executive’s full attention and dedication to the Company currently and in the event
of any threatened or pending Change of Control;
NOW, THEREFORE, in consideration of the premises, the terms and provisions set forth herein, the mutual
benefits to be gained by the performance thereof and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree
1. Certain Definitions.
(a) “ Affiliate ” shall have the meaning ascribed to such term under Rule 12b-2 under the Exchange Act.
(b) The “ Employment Period ” shall mean the period commencing on the Effective Date and ending on the
Date of Termination, as determined pursuant to Secti