AMENDMENT TO THE
SECOND AMENDED and RESTATED
HORNBECK OFFSHORE SERVICES, INC.
INCENTIVE COMPENSATION PLAN
This AMENDMENT TO THE SECOND AMENDED and RESTATED HORNBECK OFFSHORE SERVICES, INC.
INCENTIVE COMPENSATION PLAN (this “Amendment”) is made effective this 12th day of May, 2008 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 (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 (i) to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended, and the final regulations and other guidance issued thereunder, and
(ii) to add a section which governs the resolution of disputes which arise under the Plan.
NOW, THEREFORE, the Board hereby amends the Plan as follows:
1. Section 2.5 of the Plan is hereby amended by adding the following language to the end thereof:
With respect to any Award subject to Section 409A of the Code, the above definition of “Change in Control” shall
not apply. Rather, with respect to these Awards, “Change in Control” shall mean the occurrence of a Change in
Ownership of the Corporation, a Change in Effective Control of the Corporation, or a Change in Ownership of a
Substantial Portion of Corporate Assets, as those terms are defined in subparagraphs (a), (b) and (c) of this
Section 2.5 , respectively, and in accordance with Section 1.409A-3(i)(5) of the Treasury Regulations, or any
combination of Change in Control events.
(a) “Change in Ownership” shall mean a Change in Control event in which one person, or more than
one person acting as a group, acquires ownership of stock of the Corporation that, together with stock held
by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total