Exhibit 10.1

SEACOR HOLDINGS INC. 2007 SHARE INCENTIVE PLAN

NON-EMPLOYEE DIRECTOR
ANNUAL SHARE INCENTIVE GRANT AGREEMENT

THIS ANNUAL SHARE INCENTIVE GRANT AGREEMENT ("Agreement") is made and entered into as of [DATE] ("Grant Date") by and between SEACOR Holdings Inc. (the "Company"), and __________ (the "Non-Employee Director") pursuant to the terms and conditions of the Seacor Holdings Inc. 2007 Share Incentive Plan (the "Plan").

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Shares
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Exercise Price
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Vesting                          This Stock Option shall vest and become
                                 exercisable upon the earlier of:
                                 (A) the first anniversary of the Grant Date
                                 and
                                 (B) the date of the first annual meeting of
                                 the stockholders of the Company after the
                                 Grant Date, provided that the Non-Employee
                                 Director continues to serve as a director of
                                 the Company on such date.
                                 VESTING ACCELERATOR: This Stock Option shall
                                 become 100% vested and immediately
                                 exercisable in the event of (A) a Change in
                                 Control or (B) the termination of the
                                 service of a Non-Employee Director by reason
                                 of Disability or death.
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(b) Payment of Exercise Price. The Stock Option Exercise Price may be paid in cash or, in the discretion of the Board, by the delivery of shares of Common Stock then owned by the Non-Employee Director (to be valued at their Fair Market Value on the date of exercise), by the withholding of shares of Common Stock for which a Stock Option is exercisable, or by a combination of these methods. The Board may prescribe any other method of paying the exercise price that it determines to be consistent with applicable law and the purpose of the Plan.

(c) Term.

(i) In General. Subject to earlier termination as set forth herein, this Stock Option shall terminate on the tenth anniversary of the Grant Date.

(ii) Termination of Directorship (voluntary retirement or failure to be nominated/elected to the Board). In the event that the service of the Non-Employee Director is terminated by reason of (x) voluntary retirement from service as a director of the Company or (y) failure of the Company to nominate for re-election such Non-Employee Director who is otherwise eligible or (z) the failure of such Non-Employee Director to be re-elected by Stockholders following nomination by the Company (in the case of (y) and (z), if such failure to be nominated/elected to the Board was not due to Cause) this Stock Option to the extent vested as of the date of such termination shall expire on the earliest of: (xx) the expiration of the term set forth in Section 1(b)(i) above and (yy) one (1) year after the date of such termination of service.

(iii) Termination of Directorship due to Death or Disability. In the event that the service of the Non-Employee Director is terminated by reason of death or Disability (as defined in Section 22(e)(3) of the Code), this Stock Option shall expire on the earliest of: (x) the expiration of the term set forth in Section 1(b)(i) above and (y) one (1) year after the date of such termination of service. Notwithstanding the above, in the event that the service of the Non-Employee Director is terminated by reason of death and this Stock Option has a remaining term of less than one (1) year on such date, the term of this stock option shall automatically be extended to the first anniversary of the date of death.

(iv) Termination of Directorship Due to Any Other Reason Including Cause. In the event that the service of the Non-Employee Director is terminated by any reason other than voluntary retirement, failure to be nominated/elected to the Board without Cause, death or disability, this Stock Option shall no longer be exercisable and shall terminate and be of no further force or effect from and after the date of such termination. For purposes of this agreement, "Cause" shall mean the failure of the Company to nominate for re-election such Non-Employee due to any act of (x) fraud or intentional misrepresentation or (y) embezzlement, misappropriation or conversion of assets or opportunities of the Company or any subsidiary corporation or parent corporation of the Company.

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          Shares                    Delivery/Vesting Date
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(b) Termination of Directorship for Any Reason. In the event that the Non-Employee Director's service as a director of the Company terminates for any reason, any and all unvested Stock Awards for which the Delivery/Vesting date as of the date of such termination shall terminate and become null and void.

SECTION 3. ADJUSTMENT PROVISIONS; CHANGE IN CONTROL.

(a) Adjustments. If there shall be any change in the Common Stock, through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, dividend in kind or other like change in capital structure or distribution (other than normal cash dividends) to stockholders of the Company, an adjustment shall be made to each outstanding Stock Option and Stock Award (including any unvested Stock Award) such that each such Stock Option and Stock Award shall thereafter be exercisable or vested and deliverable for such, cash and/or other property as would have been received in respect of the Common Stock subject to such Stock Option and Stock Award had such Stock Option and Stock Award been exercised or vested and delivered in full immediately prior to such change or distribution, and such an adjustment shall be made successively each time any such change shall occur. In addition, in the event of any such change or distribution, in order to prevent dilution or enlargement of a Non-Employee Director's rights under the Plan, the Board will have authority to adjust, in an equitable manner, the number and kind of shares that may be issued under the Plan, the number and kind of shares subject to outstanding Stock Options and Stock Awards (including unvested Stock Awards), and the exercise price applicable to outstanding Stock Options.

(b) Change in Control. In the event there is a Change in Control of the Company, all then outstanding Stock Options shall immediately become exercisable and all unvested Stock Awards shall immediately become vested and deliverable, as the case may be. For purposes of this Section 2(b), a "Change in Control" of the Company shall be deemed to have occurred upon any of the following events:

(i) A change in control of the direction and administration of the Company's business of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or

(ii) During any period of two (2) consecutive years, the individuals who at the beginning of such period constitute the Board of Directors or any individuals who would be "Continuing Directors" (as hereinafter defined) cease for any reason to constitute at least a majority thereof; or

(iii) The Common Stock shall cease to be publicly traded; or

(iv) The Board of Directors shall approve a sale of all or substantially all of the assets of the Company, and such transaction shall have been consummated; or

(v) The Board of Directors shall approve any merger, consolidation, or like business combination or reorganization of the Company, the consummation of which would result in the occurrence of any event described in Section

2(b)(ii) or (iii) above, and such transaction shall have been consummated.

(vi) Notwithstanding the foregoing, none of the following shall constitute a Change in Control of the Company: (A) any spin-off of a division or subsidiary of the Company to its stockholders; or (B) any event listed in (i) through (v) above that the Board determines not to be a Change in Control of the Company.

(vii) For purposes of Section 2(b), "Continuing Directors" shall mean
(x) the directors of the Company in office on the Effective Date (as defined below) and (y) any successor to any such director and any additional director who after the Effective Date was nominated or elected by a majority of the Continuing Directors in office at the time of his or her nomination or election.

(viii) The Board, in its discretion, may determine that, upon the occurrence of a Change in Control of the Company, each Stock Option outstanding hereunder shall terminate within a specified number of days after notice to the holder, and such holder shall receive, with respect to each share of Common Stock subject to such Stock Option, an amount equal to the excess of the Fair Market Value of such shares of Common Stock immediately prior to the occurrence of such Change in Control over the exercise price per share of such Stock Option; such amount to be payable in cash, in one or more kinds of property (including the property, if any, payable in the transaction constituting the Change in Control) or in a combination thereof, as the Board, in its discretion, shall determine. The provisions contained in the preceding sentence shall be inapplicable to a Stock Option granted within six (6) months before the occurrence of a Change in Control if the holder of such Stock Option is subject to the reporting requirements of Section 16(a) of the Exchange Act and no exception from liability under Section 16(b) of the Exchange Act is otherwise available to such holder.

SECTION 4. ADMINISTRATION

(a) Nontransferability. Stock Options and the right to receive unvested Stock Awards granted under the Plan to a Non-Employee Director shall not be transferable otherwise except, in the case of Stock Options, by will or the laws of descent and distribution, and Stock Options shall be exercisable, during the Non-Employee Director's lifetime, only by the Non-Employee Director. In the event of the death of the Non-Employee Director, each Stock Option theretofore granted to him or her shall be exercisable during such period after his or her death by such Non-Employee's representative.

(b) Issuance of Stock Certificates and Related Matters. The Company may endorse such legend or legends upon the certificates for shares of Common Stock issued under this Plan and may issue such "stop transfer" instructions to its transfer agent in respect of such shares as the Board, in its sole discretion, determines to be necessary or appropriate to (i) prevent a violation of, or to perfect an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or (ii) implement the provisions of the Plan and any agreement between the Company and the Non-Employee Director. Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares of Common Stock under the Plan or make any other distribution of

benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation the Securities Act), and the applicable requirements of any securities exchange or similar entity.

(c) Tenure. A Non-Employee Director's right, if any, to continue to serve as a director of the Company or any of its subsidiaries or affiliates shall not be enlarged or otherwise affected by his or her designation as a participant under the Plan.

(d) Governing Law. The Plan and this Agreement and actions taken in connection herewith shall be governed and construed in accordance with the internal laws of the State of Delaware, without giving effect to its choice-of-law provisions.

(e) Share Incentive Plan and Defined Terms. This Award is granted under and subject to the terms of the Plan, which is incorporated herein by reference. If there is any inconsistency between the terms of the Plan and the terms of this Agreement, the Plan's terms shall supersede and replace the conflicting terms of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

IN WITNESS WHEREOF, each of the parties hereto have duly executed this Agreement on the date and year first above written.

SEACOR HOLDINGS INC.

NON-EMPLOYEE DIRECTOR

Exhibit 10.2

FORM OF STOCK OPTION GRANT AGREEMENT
FOR OFFICERS AND KEY EMPLOYEES
PURSUANT TO THE SEACOR HOLDINGS INC. 2007 SHARE INCENTIVE PLAN

This STOCK OPTION GRANT AGREEMENT dated as of ______ (the "Agreement Date") sets forth the agreement of SEACOR HOLDINGS Inc., a Delaware corporation (the "Company"), to grant options to ________, an employee of the Company (the "Employee"), to purchase shares of the Company's common stock, par value $.01 (the "Common Stock"), on the terms and subject to the conditions hereinafter provided.

The stock options to be granted pursuant hereto shall not be Incentive Stock Options (as defined in Section 422A of the Internal Revenue Code of 1986, as amended).

1. Agreement to Grant; Grant Dates and Numbers of Shares. The Company hereby agrees, subject to Paragraph 5, to grant to the Employee options to purchase a total of _____ shares of Common Stock (referred to collectively as the "Stock Options") in four installments as follows:

Each of ________, _________, _________ and ________ is referred to herein as a "Grant Date." Stock Options granted on any Grant Date shall vest and become exercisable to purchase shares as provided in Paragraph 4.

2. Exercise Price. The per share exercise price of the Stock Options to be granted on each Grant Date shall be equal to the Fair Market Value on such Grant Date. The Company shall provide notice to the Employee of the per share exercise price of each grant of Stock Options hereunder promptly after the applicable Grant Date.

3. Payment of Exercise Price. The option exercise price may be paid in cash, by the delivery of shares of Common Stock of the Company then owned by the Employee, by the withholding of shares of Common Stock for which a Stock Option is exercisable or by a combination of these methods. Payment may also be made by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the exercise price. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. The Company may prescribe any other method of

paying the exercise price that it determines to be consistent with applicable law, including, without limitation, in lieu of the exercise of Stock Options by delivery of shares of Common Stock of the Company then owned by the Employee, providing the Company with a notarized statement attesting to the number of shares owned, where upon verification by the Company, the Company may issue to the Employee only the number of incremental shares to which the Employee is entitled upon exercise of the Stock Options. In determining which methods the Employee may utilize to pay the exercise price, the Company may consider such factors as it determines are appropriate.

4. Vesting and Exercise Period.

A. GENERAL. Subject to the terms and conditions set forth herein, the Stock Options granted on each Grant Date shall vest and be exercisable as follows:

NUMBER OF SHARES          VESTING DATE

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Subject to Paragraph 4b, no Stock Option awarded hereunder shall be exercisable later than ten years after the Agreement Date. The Stock Option awarded hereunder shall not be transferable otherwise than by will or the laws of descent and distribution, and shall be exercisable during the Employee's lifetime only by the Employee.

B. DEATH. In the event of the Employee's death, each Stock Option that had been granted but was unexercised as of the date of death shall vest and become immediately exercisable, and may be exercised during the one-year period commencing on the date of death. In addition, in the event of the Employee's death, any and all Stock Options that are subject to grant under Paragraph 1 but have not yet been granted because, as of the date of death, the Grant Date had not yet occurred, shall be granted as of the date of death, which shall be the "Grant Date" for purposes thereof (or, if such date is not a business day on which the shares of Common Stock were traded, the "Grant Date" shall be the immediately preceding business day on which such shares were traded).

C. RETIREMENT. Subject to Paragraph 5, in the event of Employee's formal retirement from employment with the Company under acceptable circumstances as determined by the Committee in its sole discretion (which determination may be conditioned upon, among other things, the Employee entering into a non-competition agreement with the Company), each Stock Option that had been granted but was unexercised as of the date of retirement shall vest and become immediately exercisable, and may be exercised until the first to occur of (i) the one year anniversary of the Employee's retirement date and (ii) the tenth anniversary of the Agreement Date. In addition, subject to Paragraph 5,

in the event of such retirement, any and all Stock Options that are subject to grant under Paragraph 1 but have not yet been granted because, as of the date of such retirement, the Grant Date had not yet occurred, shall be granted as of the date of retirement, which shall be the "Grant Date" for purposes thereof (or, if such date is not in business day on which shares of Common Stock are traded, the "Grant Date" shall be the immediately preceding business day on which such shares were traded).

D. TERMINATION OF EMPLOYMENT WITHOUT CAUSE. Subject to Paragraph 5, in the event Employee's employment is terminated by the Company without Cause (as defined below), each Stock Option that had been granted but was unexercised as of the date of termination shall vest and become immediately exercisable, and may be exercised until the first to occur of (i) the date which shall be ninety (90) days after the effective date of such termination and (ii) the tenth anniversary of the Agreement Date. In addition, subject to Paragraph 5, in the event of a termination without Cause, any and all Stock Options that are subject to grant under Paragraph 1 but have not yet been granted because, as of the date of termination, the Grant Date had not yet occurred, shall be granted as of the date of termination, which shall be the "Grant Date" for purposes thereof (or, if such date is not a business day on which shares of Common Stock are traded, the "Grant Date" shall be the immediately preceding business day on which such shares were traded). For purposes hereof, "Cause" means (w) fraud, embezzlement or gross insubordination on the part of the Employee or breach by the Employee of his or her obligations under any Company policy or procedure; (x) conviction of or the entry of a plea of nolo contendere by the Employee for any felony;
(y) a material breach of, or the willful failure or refusal by the Employee to perform and discharge, his or her duties, responsibilities or obligations, as an Employee; or (z) any act of moral turpitude or willful misconduct by the Employee which (A) is intended to result in substantial personal enrichment of the Employee at the expense of the Company or any of its subsidiaries or affiliates or (B) has a material adverse impact on the business or reputation of the Company, or any of its subsidiaries or affiliates.

E. VOLUNTARY RESIGNATION. Subject to Paragraph 5, in the event of Employee's voluntary termination of employment with the Company, each Stock Option that had been granted and became vested, but was unexercised as of the date of termination, may be exercised until the first to occur of (i) the date which shall be ninety (90) days after the effective date of such termination and (ii) the tenth anniversary of the Agreement Date.

5. Termination of Stock Options; Post-Employment Exercises. Except as provided for in Paragraphs 4b, 4c, 4d or 4e hereof, (i) no Stock Option represented by this Stock Option Grant Agreement may be exercised after termination of the Employee's employment with the Company, (ii) all Stock Options shall terminate and be of no further force or effect from and after the date of such termination and (iii) no Stock Options that were subject to grant under Paragraph 1 as of the date of termination of the Employee's employment with the Company (but had not been granted because, as of such date, the Grant Date had not yet occurred)

shall be granted after such termination of employment and the Company's agreement to grant such Stock Options shall be of no further force or effect.

6. Adjustment Provisions; Change in Control.

A. If there shall be any change in the Common Stock of the Company, through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, split up, spinoff, combination of shares, exchange of shares, dividend in kind or other like change in capital structure or distribution (other than normal cash dividends) to stockholders of the Company, an adjustment shall be made to each outstanding Stock Option (and each Stock Option to be granted pursuant to Paragraph 1) such that each such Stock Option shall thereafter be exercisable for such securities, cash and/or other property as would have been received in respect of the Common Stock subject to such Stock Option had it been exercised in full (or granted and then exercised in full) immediately prior to such change or distribution, and such an adjustment shall be made successively each time any such change shall occur. In addition, in the event of any such change or distribution, in order to prevent dilution or enlargement of the Employee's rights hereunder, the Company shall adjust, in an equitable manner as determined by the Company in its sole discretion, the number and kind of shares that may be issued with respect to any Stock Option hereunder, the number and kind of shares subject to outstanding Stock Options (or to Stock Options to be granted under Paragraph 1), the exercise price applicable to outstanding Stock Options (or to Stock Options to be granted under Paragraph 1), and the Fair Market Value and other value determinations applicable to outstanding Stock Options (or to Stock Options to be granted under Paragraph 1). Appropriate adjustments shall also be made by the Company in the terms of any Stock Options to reflect such changes or distributions and to modify any other terms of outstanding Stock Options (or Stock Options to be granted under Paragraph 1) on an equitable basis.

B. Notwithstanding any other provision hereunder, if there is a Change in Control of the Company, (i) all then outstanding Stock Options that have not yet vested or become exercisable shall immediately vest and become exercisable and (ii) all Stock Options then subject to grant under Paragraph 1 shall immediately be granted and become vested and exercisable. The date of the Change in Control shall be the "Grant Date" for purposes thereof and the per share exercise price of such Stock Options shall be equal to their Fair Market Value as of the date thereof. For purposes of this Paragraph 6b, a "Change in Control" of the Company shall be deemed to have occurred upon any of the following events:

(I) A change in control of the direction and administration of the Company's business of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act; or

(II) During any period of two (2) consecutive years, the individuals who at the beginning of such period constitute the Company's Board of Directors or any individuals who would be "Continuing Directors" (as

hereinafter defined) cease for any reason to constitute at least a majority thereof; or

(III) The Company's Common Stock shall cease to be publicly traded; or

(IV) The Company's Board of Directors shall approve a sale of all or substantially all of the assets of the Company, and such transaction shall have been consummated; or

(V) The Company's Board of Directors shall approve any merger, consolidation, or like business combination or reorganization of the Company, the consummation of which would result in the occurrence of any event described in Paragraph 6b(ii) or (iii) above, and such transaction shall have been consummated.

Notwithstanding the foregoing, (A) any spin-off of a division or subsidiary of the Company to its stockholders and (B) any event listed in (i) through (v) above that the Board of Directors determines not to be a Change in Control of the Company, shall not constitute a Change in Control of the Company.

For purposes of this Paragraph 6b, "Continuing Directors" shall mean (x) the directors of the Company in office on the Agreement Date and (y) any successor to any such director and any additional director who after such date was nominated or selected by a majority of the Continuing Directors in office at the time of his or her nomination or selection.

The Company, in its sole discretion, may determine that, upon the occurrence of a Change in Control of the Company, each Stock Option outstanding hereunder shall terminate within a specified number of days after notice to the Employee and, subject to the following sentence, the Employee shall receive, with respect to each share of Common Stock subject to such Stock Option, an amount, if any, equal to the excess of the Fair Market Value of such shares of Common Stock immediately prior to the occurrence of such Change in Control over the exercise price per share of such Stock Option; such amount to be payable in cash, in one or more kinds of property (including the property, if any, payable in the transaction) or in a combination thereof, as the Company, in its discretion, shall determine. The provisions contained in the preceding sentence shall be inapplicable to a Stock Option the Grant Date of which shall be within six (6) months before the occurrence of a Change in Control if the holder of such Stock Option is subject to the reporting requirements of Section 16 of the Exchange Act and no exception from liability under Section 16 of the Exchange Act is otherwise available to such holder.

7. Withholding. All payments or distributions of Stock Options made hereunder or of shares of Common Stock covered by Stock Options shall be net of any amounts required to be withheld pursuant to applicable federal, national, state and local tax withholding requirements. The Company may require the Employee to remit to it an amount sufficient to satisfy such tax withholding requirements prior to the delivery of any certificates for such shares of Common Stock. In

lieu thereof, the Company shall have the right to withhold the amount of such taxes from any other sums due or to become due from such corporation to the Employee as the Company shall determine. The Company may, in its discretion and subject to such rules as it may adopt (including any as may be required to satisfy applicable tax and/or non-tax regulatory requirements), permit the Employee to pay all or a portion of the federal, national, state and local withholding taxes arising in connection with any Stock Option or shares of Common Stock by electing to have the Company withhold shares of Common Stock having a Fair Market Value equal to the amount to be withheld, provided that such withholding shall only be at rates required by applicable statutes or regulations.

8. Tenure. The Employee's right to continue to serve the Company or any of its subsidiaries as an officer, employee, or otherwise, shall not be enlarged or otherwise affected by the award hereunder.

9. Specific Restrictions Upon Option Shares. The Employee hereby agrees with the Company as follows:

A. The Employee shall acquire shares of Common Stock hereunder for investment purposes only and not with a view to resale or other distribution thereof to the public in violation of the United States Securities Act of 1933, as amended (the "1933 Act"), and shall not dispose of any such shares in transactions which, in the opinion of counsel to the Company, violate the 1933 Act, or the rules and regulations thereunder, or any applicable state or national securities or "blue sky" laws; and further

B. If any shares of Common Stock that are shares subject to the Stock Options shall be registered under the 1933 Act, no public offering (otherwise than on a national securities exchange, as defined in the United States Securities Exchange Act of 1934, as amended) of any shares acquired hereunder shall be made by the Employee (or any other person) under such circumstances that he or she (or such person) may be deemed an underwriter, as defined in the 1933 Act; and further

C. The Employee agrees that the Company shall have the authority to endorse upon the certificate or certificates representing the shares acquired hereunder such legends referring to the foregoing restrictions and any other applicable restrictions, as it may deem appropriate.

10. Notices. Any notice required or permitted under this Stock Option Grant Agreement shall be deemed to have been duly given if delivered, telecopied or mailed, certified or registered mail, return receipt requested to the Employee at such address as the Company shall maintain for the Employee in its personnel records.

11. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this agreement shall in no manner be construed to be a waiver of such provision or of any other provision hereof.

12. Governing Law. The Option Agreement shall be governed by and construed according to the laws of the State of Delaware, applicable to agreements made and performed in that state.

13. Partial Invalidity. The invalidity or illegality of any provision herein shall not be deemed to affect the validity of any other provision.

14. 2007 Share Incentive Plan Controls. This agreement is subject to all terms and provisions of the SEACOR HOLDINGS Inc. 2007 Share Incentive Plan (the "Plan"), which are incorporated herein by reference. In the event of any conflict, the terms and provisions of the Plan shall control over the terms and provisions of this agreement. All capitalized terms herein shall have the meanings given to such terms by the Plan unless otherwise defined herein or unless the context clearly indicates otherwise.

IN WITNESS WHEREOF, the Company has executed this Stock Option Grant Agreement on the date and year first above written.

SEACOR HOLDINGS INC.

The undersigned hereby accepts, and agrees to, all terms and provisions of the foregoing Stock Option Grant Agreement.

Exhibit 10.3

FORM OF
SEACOR HOLDINGS INC.
RESTRICTED STOCK GRANT AGREEMENT
2007 SHARE INCENTIVE PLAN

RESTRICTED STOCK GRANT AGREEMENT (the "Agreement"), dated this day _________ between SEACOR HOLDINGS INC., a Delaware corporation (the "Company"), and _________, residing at _________ (the "Grantee").

W I T N E S S E T H :

WHEREAS, Grantee is an officer or key employee of the Company or one or more subsidiaries or affiliates of the Company; and

WHEREAS, the Company desires to issue and grant to the Grantee, and the Grantee desires to accept, shares of the Company's common stock, $0.01 par value ("Common Shares"), upon the terms and subject to the conditions herein set forth;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Grant of Restricted Stock. In recognition of the Grantee's commitment to the continued growth and financial success of the Company, the Company hereby grants to the Grantee _________ (restricted) Common Shares (the "Restricted Stock"). Except as otherwise provided herein including, without limitation, the provisions of Paragraph 5 hereof, the Grantee shall have with respect to the Restricted Stock all of the rights of a holder of Common Shares, including the rights to receive dividends, if paid, and the right to vote the Common Shares. Simultaneously with the execution and delivery of this Agreement by the parties hereto, the Company shall deliver to the Grantee a stock certificate (or certificates) representing the shares of the Restricted Stock, which certificate(s) shall (a) be registered on the Company's stock transfer books in the name of the Grantee and (b) bear (in addition to any other legends required by applicable law) the following legend (or a legend substantially similar thereto):

"This certificate and the shares represented hereby are subject to, and shall be transferable only in accordance with, the provisions of a certain Restricted Stock Grant Agreement dated _________ between _________ and SEACOR HOLDINGS Inc."

2. Removal of Restricted Stock Legend. After shares of the Restricted Stock issued to the Grantee hereunder have become vested in accordance with provisions of this Agreement, promptly upon delivery of stock certificates representing such vested shares have been delivered by the Grantee to the Company together with a written request therefor, the Company shall cause the transfer agent for the Common Shares to issue separate certificates representing a) the Common Shares that are free of the restrictions set forth herein and without the legend referred to in Paragraph 1 hereof and b) the remaining unvested Common Shares bearing the legend referred to in Paragraph 1 hereof.

3. Vesting.

A. Subject to the terms and conditions set forth herein, including, without limitation, the provisions of Paragraph 5 hereof, beneficial ownership without the restrictions set forth in Paragraph 1 hereof ("Beneficial Ownership") of the restricted stock shall vest in the Grantee as follows and in the respective dates herein set forth (each such date, or "Vesting Date"):

DATE                      NUMBER OF SHARES

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Notwithstanding the foregoing, Beneficial Ownership of all of the aforementioned shares of Restricted Stock shall vest immediately, without any action on the part of the Company (or its successor as applicable) or the Grantee if, prior to a Forfeiture hereinafter (as defined) by the Grantee pursuant to Paragraph 5 hereof, any of the following events occur:

(I) the death of the Grantee;

(II) the Retirement (as hereinafter defined) of the Grantee;

(III) the termination of the Grantee's employment with the Company and/or its subsidiaries, as applicable, by the Company (or applicable subsidiaries) without Cause (as hereinafter defined); and

(IV) the occurrence of a Change-in-Control of the Company (as hereinafter defined).

B. As used in this Agreement, the following terms shall have the following respective meanings:

"Retirement" shall mean Grantee's formal retirement from employment with the Company under acceptable circumstances as determined by the Committee in its sole discretion (which determination may be conditioned upon, among other things, the Grantee entering into a non-competition agreement with the Company).

"Cause" shall mean (i) fraud, embezzlement or gross insubordination on the part of the Grantee or breach by the Grantee of his or her obligations under any Company policy or procedure; (ii) conviction of or the entry of a plea of nolo contendere by the Grantee for any felony; (iii) a material breach of, or the willful failure or refusal by the Grantee to perform and discharge, his or her duties, responsibilities or obligations, as an Grantee; or (iv) any act of moral turpitude or willful misconduct by the Grantee which (A) is intended to result in substantial personal enrichment of the Grantee at the expense of the Company or any of its subsidiaries or affiliates or (B) has a

material adverse impact on the business or reputation of the Company, or any of its subsidiaries or affiliates.

"Change-in-Control" of the Company shall be deemed to have occurred upon any of the following events:

(I) A change in control of the direction and administration of the Company's business of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act; or

(II) During any period of two (2) consecutive years, the individuals who at the beginning of such period constitute the Company's Board of Directors or any individuals who would be "Continuing Directors" (as hereinafter defined) cease for any reason to constitute at least a majority thereof; or

(III) The Company's Common Stock shall cease to be publicly traded; or

(IV) The Company's Board of Directors shall approve a sale of all or substantially all of the assets of the Company, and such transaction shall have been consummated; or

(V) The Company's Board of Directors shall approve any merger, consolidation, or like business combination or reorganization of the Company, the consummation of which would result in the occurrence of any event described in clause (ii) or (iii) above, and such transaction shall have been consummated.

Notwithstanding the foregoing, (A) any spin-off of a division or subsidiary of the Company to its stockholders and (B) any event listed in (i) through (v) above that the Board of Directors determines not to be a Change-in-Control of the Company, shall not constitute a Change-in-Control of the Company.

For purposes of the definition of Change-in-Control, "Continuing Directors" shall mean (x) the directors of the Company in office on the date of this Agreement and (y) any successor to any such director and any additional director who after such date was nominated or selected by a majority of the Continuing Directors in office at the time of his or her nomination or selection.

4. Non-Transferability of Restricted Stock. Except as expressly provided in Paragraph 3 hereof, prior to the applicable Vesting Dates, no unvested shares of the Restricted Stock (nor any interest therein) may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted sale, assignment, transfer, pledge, hypothecation or other disposition of any unvested shares of the Restricted Stock contrary to the provisions hereof shall be null and void and without effect.

5. Forfeiture.

A. Except upon occurrence of the events set forth in Paragraphs 3(a)(i), 3(a)(ii) and 3(a)(iii) hereof, upon termination of the Grantee's employment with the Company and/or its subsidiaries, as applicable, prior to vesting of Beneficial Ownership in all of the shares of Restricted Stock, and notwithstanding the provisions of Paragraph 3(a) hereof, Beneficial Ownership of the remaining unvested shares of the Restricted Stock shall not vest in the Grantee and all such unvested shares of the Restricted Stock shall immediately thereupon be forfeited by the Grantee to the Company (a "Forfeiture") without any consideration therefor.

B. Upon a Forfeiture, the Grantee shall, within ten (10) business days thereafter, deliver to the Company all stock certificates representing all shares of the forfeited Restricted Stock, together with stock powers duly executed in blank by the Grantee. From and after the occurrence of such Forfeiture, and notwithstanding any provision herein to the contrary including, without limitation, the provisions of Paragraph 1 hereof, the Grantee shall have no rights to or interests in any shares of the forfeited Restricted Stock (other than the obligation to transfer and deliver all stock certificates representing all shares of forfeited Restricted Stock pursuant to this Paragraph 5(b)).

6. Representations and Warranties of Grantee. The Grantee hereby represents and warrants to the Company as follows:

A. The Grantee has the legal right and capacity to enter into this Agreement and he fully understands the terms and conditions of this Agreement.

B. The Grantee is acquiring the Restricted Stock for investment purposes only and not with a view to, or in connection with, the public distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act").

C. The Grantee understands and agrees that none of the shares of the Restricted Stock may be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except in compliance with this Agreement and the Securities Act pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act and applicable state securities or "blue sky" laws, and then only in accordance with the SEACOR HOLDINGS Insider Trading and Tipping Policy (the "Insider Trading Policy"). The Grantee further understands that the Company has no obligation to cause or to refrain from causing the resale of any of the shares of the Restricted Stock or any other shares of its capital stock to be registered under the Securities Act or to comply with any exemption under the Securities Act which would permit the shares of the Restricted Stock to be sold or otherwise transferred by the Grantee. The Grantee further understands that, without approval in writing pursuant to the Insider Trading Policy, no trade may be executed in any interest or position relating to the future price of Company securities, such as a put option, call option, or short sale (which prohibition includes, among other things, establishing any "collar" or other mechanism for the purpose of establishing a price).

7. Notices. Any notice required or permitted hereunder shall be deemed given only when delivered personally or when deposited in a United States post Office as certified mail, postage prepaid, addressed, as appropriate, if to the Grantee, at such address as the Company shall maintain for the Grantee in its personnel records or such other address as he may designate in writing to the Company, and if to the Company, at 11200 Richmond Avenue, Suite 400, Houston, Texas 77082, Attention: Corporate Secretary or such other address as the Company may designate in writing to the Grantee.

8. Withholding. All payments or distributions of Restricted Stock or with respect thereto shall be net of any amounts required to be withheld pursuant to applicable federal, national, state and local tax withholding requirements. The Company may require the Grantee to remit to it an amount sufficient to satisfy such tax withholding requirements prior to delivery of any certificates for such Restricted Stock or with respect thereto. In lieu thereof, the Company shall have the right to withhold the amount of such taxes from any other sums due or to become due from such corporation to the Grantee as the Company shall determine. The Company may, in its discretion and subject to such rules as it may adopt (including any as may be required to satisfy applicable tax and/or non-tax regulatory requirements), permit the Grantee to pay all or a portion of the federal, national, state and local withholding taxes arising in connection with the Restricted Stock or any payments or distributions with respect thereto by electing to have the Company withhold Common Shares having a Fair Market Value equal to the amount to be withheld, provided that such withholding shall only be at rates required by applicable statues or regulations.

9. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

10. Amendment and Termination. This Agreement may not be amended or terminated unless such amendment or termination is in writing and duly executed by each of the parties hereto.

11. Tenure. The Grantee's right to continue to serve the Company or any of its subsidiaries as an officer, employee, or otherwise, shall not be enlarged or otherwise affected by the award hereunder.

12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

13. Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Grantee, his executors, administrators, personal representatives and heirs. In the event that any part of this Agreement shall be held to be invalid or unenforceable, the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof.

14. Entire Agreement. This Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, discussions and understandings with respect to such subject matter.

15. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to principles and provisions thereof relating to conflict or choice of laws.

16. 2007 Share Incentive Plan Controls. This agreement is subject to all terms and provisions of the SEACOR HOLDINGS Inc. 2007 Share Incentive Plan (the "Plan"), which are incorporated herein by reference. In the event of any conflict, the terms and provisions of the Plan shall control over the terms and provisions of this Agreement. All capitalized terms herein shall have the meanings given to such terms by the Plan unless otherwise defined herein or unless the context clearly indicates otherwise.

IN WITNESS WHEREOF, each of the parties hereto have duly executed this Agreement on the date and year first above written.

SEACOR HOLDINGS INC.

GRANTEE