Form of Restricted Unit Agreement For Non-employee Directors (time Vesting)

Exhibit 10.10

SECOND AMENDED AND RESTATED

HORNBECK OFFSHORE SERVICES, INC.

INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK UNIT AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

(Time Vesting)

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


1. GRANT OF RESTRICTED STOCK UNITS . Pursuant to the Second Amended and Restated Hornbeck Offshore Services, Inc. Incentive Compensation Plan (the " Plan" ) Director 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 Director 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 Director, so long as such amendment, modification, restatement or supplement shall not materially reduce the rights and benefits available to Director hereunder, and this Award shall be subject, without further action by the Company or Director, 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 first anniversary of the effective date of this Agreement.


4. RESTRICTIONS . Director 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 Director by the Company, Director waives Director' s right to a jury trial in state or federal court and agrees that (i) Section 15.17 of the Plan, as applicable, 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 Director) arising out of or relating to this Agreement, and (ii) the dispute resolution provisions of Section 15.17 shall also be the sole and exclusive means for resolving any other dispute between Director and the Company or any of its subsidiaries (including any other person(s) claiming any rights or having any obligations through the Company or Director). By execution of this Agreement, however, Director does not waive Director' s right to any normally available remedies Director may have in connection with any claim Director may bring against the Company or any of its subsidiaries, as an arbitrator can award any normal remedies Director could get in a court proceeding. By execution of this Agreement Director represents that to the extent Director considered necessary, Director has sought, at ...