Form of Restricted Unit Agreement For Shore Side Employees (time Vesting)

Exhibit 10.8

SECOND AMENDED AND RESTATED

HORNBECK OFFSHORE SERVICES, INC.

INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK UNIT AGREEMENT FOR SHORE SIDE EMPLOYEES

(Time Vesting)

THIS RESTRICTED STOCK UNIT AGREEMENT (this " Agreement" ) is made effective as of , by and between Hornbeck Offshore Services, Inc. (the " Company" ) and (" Employee" ).

1. GRANT OF RESTRICTED STOCK UNITS . Pursuant to the Second Amended and Restated Hornbeck Offshore Services, Inc. Incentive Compensation Plan (the " Plan" ) Employee is hereby awarded restricted stock units covering shares of the Common Stock of the Company (the " RS Units" ). On any day, the value of an RS Unit shall equal the Fair Market Value of one share of Common Stock of the Company. All of the RS Units shall be subject to the prohibition on the transfer of the RS Units and the obligations to forfeit the RS Units to the Company as set forth in Section 4 of this Agreement.

2. EFFECT OF THE PLAN . The RS Units 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. Vesting of RS Units . Except as otherwise provided in Section 4 of this Agreement, the RS Units shall vest pursuant to the provisions of paragraph (c) of Section 4 of this Agreement, on the third anniversary of the effective date of this Agreement. 4. RESTRICTIONS . Employee hereby accepts the Award of the RS Units and agrees with respect thereto as follows: (a) No Transfer . Unless otherwise determined by the Committee and provided in this Agreement or the Plan, the RS Units shall not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred except by will or the laws of descent and distribution. Any attempted assignment of an RS Unit in violation of this Agreement shall be null and void. The Company shall not be required to honor the transfer of any RS Units that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the Plan.

(b) Mandatory Mediation and Arbitration Procedure . By execution of this Agreement and acceptance of this Award, which is a voluntary benefit provided to Employee by the Company, Employee waives Employee' s right to a jury trial in state or federal court and agrees that (i) the Hornbeck Offshore Operators, LLC Dispute Resolution Agreement Mediation and Arbitration Procedure attached hereto as Exhibit A (" Dispute Resolution Procedure" ) and Section 15.17 of the Plan shall be the sole and exclusive means of resolving disputes of the parties (including any other persons claiming any rights or having any obligations through the Company or Employee) arising out of or relating to this Agreement, and (ii) the Dispute Resolution Procedure shall be the sole and exclusive means for resolving any other covered dispute between Employee and the Company or any of its Subsidiaries (including any other person(s) claiming any rights or having any obligations through the Company or Employee). By execution of this Agreement, however, Employee does not waive Employee' s right to any normally available remedies Employee may have in connection with any claim Employee may bring against the Company or any of its Subsidiaries, as an arbitrator can award any normal remedies Employee could get in a court proceeding. By execution of this Agreement Employee represents that to the extent Employee considered necessary, Employee has sought, at Employee' s own expense, counsel regarding the terms of this Agreement and the waiver contemplated in this Section 4(b).

(c) Forfeiture of RS Units . If Employee terminates service with the Company and its Subsidiaries prior to the third anniversary of the effective date of this Agreement for any reason other than the Employee' s death or Retirement or Disability, as hereinafter defined, or if Employee (or Employee' s estate) shall initiate a legal proceeding against the Company other than pursuant to the terms of the Dispute Resolution Procedure, then Employee (or Employee' s estate, as applicable) shall, for no consideration, forfeit all RS Units; provided, however, that the Committee or its designee may, in the Committee' s or the designee' s sole and absolute discretion, as applicable, provide for the acceleration of the vesting of the RS Units, eliminate or make less restrictive any restrictions contained in this Agreement, waive any restriction or other provision of the Plan or this Agreement or otherwise amend or modify this Agreement in any manner that is either (i) not adverse to Employee, or (ii) consented to by Employee.

Notwithstanding the forgoing, if prior to the third anniversary of the effective date of this Agreement based upon reasonable investigation and belief, the Committee or its designee, as applicable, determines that Employee should be subject to disciplinary action other than termination of Employee' s service with the Company or any of its Subsidiaries, such disciplinary action can include Employee' s forfeiture of all or any portion of Employee' s RS Units awarded under this Agreement, such determination to be made by the Committee or its designee, in the Committee' s or the designee' s sole and absolute discretion, as applicable. For purposes of this paragraph such action can be taken by the Committee or its designee, as applicable, because of (i) any act or omission of Employee that (A) results in the assessment of a criminal penalty against the Company, (B) is otherwise in violation of any federal, state, local or foreign law or regulation (other than traffic violations and other similar misdemeanors), (C) adversely affects or could reasonably be expected to adversely affect the business reputation of the Company, or (D) otherwise constitutes willful misconduct, gross negligence, or any act of dishonesty or disloyalty, (ii) the violation by Employee of policies established by the Company, or (iii) the Company' s determination that Employee' s performance or conduct was unacceptable.


2

(d) Vesting of RS Units . If Employee provides continuous, eligible service to the Company and its Subsidiaries, as determined by the Committee or its designee, in the Committee' s or the designee' s sole and absolute discretion, as applicable, until the third anniversary of the effective date of this Agreement, Employee shall vest in one hundred percent (100%) of the RS Units.

(e) Retirement, Death or Disability . If, as a result of Employee' s death, Retirement, or Disability, Employee terminates service with the Company and its Subsidiaries prior to the third anniversary of the effective date of this Agreement, Employee shall vest in and have a non-forfeitable right to one hundred percent (100%) of the RS Units. For purposes of this Agreement " Disability" means permanent and total disability within the meaning of section 22(e)(3) of the Code as determined by the Committee or its designee in the Committee' s or the designee' s sole and absolute discretion, as applicable. For purposes of this Agreement " Retirement" means Employee' s retirement from employment with the Company or any of its Subsidiaries, other than discharge for Cause, on or after the date Employee attains age 60 provided Employee has ten (10) years of service as of the date Employee retires from service, or on or after Employee attains age 65. (f) Change of Control . If a Change of Control occurs during the term of this Agreement, Employee shall vest in and have a non-forfeitable right to one ...