HORNBECK OFFSHORE SERVICES, INC.
AMENDED and RESTATED INCENTIVE COMPENSATION PLAN
SECTION 1. PURPOSE OF THIS PLAN
The purposes of the Hornbeck Offshore Services, Inc. Incentive Compensation Plan are to (i) promote the
interests of Hornbeck Offshore Services, Inc., a Delaware corporation (the “ Company ”) and its shareholders by
enabling the Company and each of its Subsidiaries (as hereinafter defined) to (A) attract, motivate and retain their
respective employees and non-employee Directors (as hereinafter defined) by offering such employees and non-
employee Directors performance-based stock incentives and other equity interests in the Company and other
incentive awards and (B) compensate Consultants (as hereinafter defined) by offering such Consultants performance-
based stock incentives and other equity interests in the Company and other incentive awards that recognize the
creation of value for the shareholders of the Company and (ii) promote the Company’s long-term growth and success.
To achieve these purposes, eligible Persons may receive Stock Options, Stock Appreciation Rights, Restricted
Stock, Performance Awards, Dividend Equivalent Rights and any other Awards (as such terms are hereinafter
defined), or any combination thereof.
SECTION 2. DEFINITIONS
As used in this Plan, the following terms shall have the meanings set forth below unless the context otherwise
2.1. “Award” shall mean the grant of a Stock Option, a Stock Appreciation Right, Restricted Stock, a
Performance Award, a Dividend Equivalent Right or any other grant of incentive compensation pursuant to this
2.2. “ Award Period ” shall have the meaning set forth in Subsection 17.2 of this Plan.
2.3. “ Book Value ” shall mean the excess of the value of the assets of an entity over the liabilities of such
entity (determined in accordance with United States generally accepted accounting principles, consistently
2.4. “Board” shall mean the Board