HORNBECK OFFSHORE SERVICES, INC.
AMENDED and RESTATED INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK AGREEMENT
THIS 2006 RESTRICTED STOCK AGREEMENT (this “ Agreement ”) is made as of , 2006 by and
between Hornbeck Offshore Services, Inc. (the “ Company ”) and (“ Employee ”).
1. GRANT OF RESTRICTED SHARES . Pursuant to the Hornbeck Offshore Services, Inc. Amended and
Restated Incentive Compensation Plan, as amended (the “ Plan ”) Employee is hereby awarded (i) shares
(the “ Base Restricted Shares ”) of Common Stock and (ii) shares (the “ Bonus Restricted Shares ” and,
together with the Base Restricted Shares, the “ Restricted Shares ”) of Common Stock. All of the Restricted Shares
shall be subject to the Forfeiture Restrictions (as defined below).
2. EFFECT OF THE PLAN . The Restricted Shares awarded to Employee are subject to all of the terms and
conditions of the Plan, which terms and conditions are incorporated herein for all purposes, and of this Agreement
together with all rules and determinations from time to time issued by the Committee and by the Board pursuant to
the Plan. The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan without
the consent of Employee, so long as such amendment, modification, restatement or supplement shall not materially
reduce the rights and benefits available to Employee hereunder, and this Award shall be subject, without further action
by the Company or Employee, to such amendment, modification, restatement or supplement unless provided
otherwise therein. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such
terms in the Plan.
3. DEFINITIONS .
(a) “ Disability ” means permanent and total disability within the meaning of section 22(e)(3) of the Code.
(b) “ Forfeiture Restrictions ” means the prohibition on transfer of the Restricted Shares and the obligations to