[HORNBECK OFFSHORE SERVICES, INC. LETTERHEAD]
Service with Energy
DIRECTOR & ADVISORY DIRECTOR
JULY 18, 2002
The effective date of the plan shall be July 18, 2002.
CASH COMPENSATION PLAN
Each Non-employee Director will receive a total annual retainer of $20,000 paid quarterly on the first day of
each calendar quarter. Each Non-employee Director of the Company will receive $1,200 for each Board
meeting if attended in person and $800. if attended by telephonic communications. Board appointed committee
members would receive $600 with the committee chairman receiving $800 for each committee meeting.
Committee members must attend meetings in person or by telephonic communications to receive the applicable
STOCK OPTION PROGRAM
Non-employee Directors will receive a minimum annual grant of 5,000 options, which amount may be reviewed
annually and increased at the discretion of the Compensation Committee.
HEALTH BENEFIT PROGRAM
After 3 years of service as a Non-employee Director, such Non-employee Director and his immediate family
may also elect to participate in the same insurance benefit programs on the same monetary terms as the executive
The Company will provide a Longevity Plan for the benefit of Non-employee Directors as follows: Upon
completion of three years of service as a Non-employee Director, the Non-employee Director will be granted
(the "Three-Year Grant") an option to purchase the number of shares of common stock equaling 25% of the
options granted to such Director over the previous three years. Upon completion of five years of service as a
Non-employee Director, the Non-employee Director will be granted (the "Five-Year Grant") an option to
purchase the number of shares of common stock equaling 50% of the options granted to such Director over the
previous five-years less the number of shares covered by options awarded in the Three-Year Grant, if any.
Thereafter, upon completion of each successive per