8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

____________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF EARLIEST EVENT REPORTED:  September 22, 2009

ATWOOD OCEANICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Texas

(State or Other Jurisdiction of Incorporation)

COMMISSION FILE NUMBER 1-13167

IRS Employer Identification No. 74-1611874

15835 Park Ten Place Drive

Houston, Texas, 77084

(Address of Principal Executive Offices)

(281) 749-7800

(Registrant’s Telephone Number,

Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

____________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 5.02                      DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On September 22, 2009, Atwood Oceanics, Inc., (the “Company”) announced that John R. Irwin, Chief Executive Officer and President, and James M. Holland, Chief Financial Officer, Senior Vice President and Secretary,plan to retire from the Company with effect from July 31, 2010 and December 31, 2010, respectively, subject to the Company’s confirmation of suitable successors.  In contemplation of their departures from the Company, the Company has entered into an Executive Retention Agreement with each of Messrs. Irwin and Holland to secure their services until their respective dates of planned retirement, providing continuity of management in the interim.  In connection with the foregoing, the Company has entered into new Executive Agreements with each of Messrs. Irwin and Holland to replace the Executive Agreements dated September 18, 2002 for each of Messrs. Irwin and Holland (the “Prior Executive Agreements”).  Each of the foregoing agreements was approved by the Company’s Compensation and Human Resources Committee of the Board of Directors.  The Nominating and Corporate Governance Committee of the Board of Directors has engaged an executive search firm to assist with evaluation and recruitment of suitable successor candidates.

The Executive Retention Agreements provide for, among other things, the continued employment by the Company of Messrs. Irwin and Holland through initial terms of July 31, 2010 and December 31, 2010, respectively.  The Executive Retention Agreements are subject to automatic extension beyond their initial terms such that, unless either party gives notice prior to the expiration of the initial terms, they will automatically extend so that after the initial terms there will always be ninety days remaining in the terms, subject to earlier termination or notice that the agreements will no longer automatically extend.  At the Company’s request, the executives may retire from their executive positions prior to the expiration of the term, but may continue employment with the Company in different capacities pursuant to the terms of the Executive Retention Agreements.  In such event, the executives will be paid commensurately with their new positions and be entitled to benefits on the same basis as other Company employees.

The Executive Retention Agreements set forth the terms and conditions of termination of employment by the Company with or without cause, termination of employment by the executives for good reason, and termination of employment due to death or disability.  The Executive Retention Agreements also provide for the obligations of the executives and the Company post-termination of employment, including severance payments, bonus, benefits, acceleration of vesting and termination of restriction periods with regard to long term stock incentives (to the extent allowed by law and the plans they are granted thereunder) and non-competition and non-solicitation provisions.

In general, so long as Messrs. Irwin or Holland stay thru the initial term of their respective Executive Retention Agreements, their employment is terminated by the Company without cause during the term, or they terminate their employment with the Company for cause during the term, they will be entitled to full vesting of long term stock incentives, all contributions made by the Company for the account of the executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses which contain vesting or exercisability provisions or restriction periods conditioned upon or subject to the continued employment of the executive, shall become fully vested and exercisable and any restriction periods shall terminate to the extent allowed by law and the terms of any plans and arrangements governing same.

If Messrs. Irwin or Holland are asked to retire by the Company during the term from their executive positions and their employment is not continued, they will be entitled to payments under the Executive Retention Agreements as if their employment were terminated by the Company without cause.  If the Company terminates the employment of Messrs. Irwin or Holland without cause during the term or either of them terminate their employment with the Company for cause, they will be entitled to receive all salary to the extent not then paid thru the date of termination, severance equal to the amount of salary

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otherwise then due thru the remainder of the term, 100% of their bonuses for fiscal years 2009 and 2010 to the extent not yet paid regardless of whether such fiscal year is complete at the time of termination, and pro rata bonus for subsequent fiscal years thru the date of termination of employment.  In addition, for so long as allowed by such plans the Company shall continue the participation of the executive at executive’s expense in all life, accident, disability, medical, dental and all other health plans maintained by the Company for its senior executives.

In the case of Mr. Irwin, who is currently a director of the Company, the Executive Retention Agreement also provides that Mr. Irwin will continue to serve as a director of the Company and,  if so nominated and elected, to the date of the 2013 annual shareholders’ meeting relating to the election of directors.  If Mr. Irwin continues to serve as a Company director and his employment with the Company does not continue, he will be compensated for his service as a director and will be eligible for stock incentive awards on the same basis as other non-employee directors.

The Executive Agreements provide for payments upon a termination of employment in a change of control period substantially on the same basis as that provided for in the Prior Executive Agreements.  The differences in the Executive Agreements and the Prior Executive Agreements are intended to reflect the entry into the Executive Retention Agreements, the contemplated retirement of each of Messrs. Irwin and Holland, to reflect changes in the Company’s benefits and long term incentive plans and changes in law since the execution of the Prior Executive Agreements.  The Executive Agreements only address the terms of employment and compensation in the event of a termination of employment in connection with a change of control of the Company and not as a result of termination unrelated to such change of control and are intended to provide an appropriate retention incentive while balancing the value to the Company of such retention beyond a transition period.  The Executive Agreements have terms until July 31, 2011, for Mr. Irwin and until December 31, 2011, for Mr. Holland.  The post change of control employment period is two years and six months for Mr. Irwin and one year and six months for Mr. Holland, commencing on the date of the change of control, which must occur during the term of the Executive Agreements.

In general, if the employment of Messrs. Irwin or Holland is terminated by the Company without cause or by the executive for good reason during the post change of control employment period, the executive shall be entitled to receive any salary to the extent not yet paid as well as a pro rated bonus for the current fiscal year based upon the highest annual bonus the executive has previously received.  In addition, they shall receive a severance amount based upon the highest annual base salary and annual bonus received by each of them for any preceding fiscal year pro rated through the remainder of the post change of control employment period.  They will also be entitled to full vesting of long term stock incentives, all contributions made by the Company for the account of the executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses which contain vesting or exercisability provisions or restriction periods conditioned upon or subject to the continued employment of the executive, shall become fully vested and exercisable and any restriction periods shall terminate to the extent allowed by law and the terms of any plans and arrangements governing same.  For the remainder of the post change of control employment period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the executives at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described if the executives’ employment had not been terminated.

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The Executive Retention Agreements provide that payments thereunder shall be credited against amounts due for the same categories of payment due under the Executive Agreements or the Company’s retention plan for salaried employees, but only to the extent that such payments are duplicative.

Other than as described above, there were no changes to the terms of employment of Messrs. Irwin and Holland.  The foregoing descriptions of the Executive Retention Agreements and the Executive Agreements do not purport to be complete and are qualified in their entirety by reference to the Executive Retention Agreements and the Executive Agreements which are attached hereto asExhibits 10.1, 10.2, 10.3 and 10.4.  Also attached hereto as Exhibit 99.1 is a related press release dated September 22, 2009.

Statements contained in this report with respect to the future are forward-looking statements.  These statements reflect management’s reasonable judgment with respect to future events.  Forward-looking statements involve risks and uncertainties.  Actual results could differ materially from those anticipated as a result of various factors including:  the Company’s dependence on the oil and gas industry; the risks involved in the construction of a rig and commencement of operations of the rig following delivery; competition; operating risks; risks involved in foreign operations; risks associated with possible disruption in operations due to terrorism, acts of piracy, embargoes, war or other military operations; and governmental regulations and environmental matters.  A list of additional risk factors can be found in the Company’s annual report on Form 10-K for the year ended September 30, 2008, filed with the Securities and Exchange Commission.

ITEM 9.01                      EXHIBITS

(d)           Exhibits

Exhibit No.                      Description of Exhibit

10.1 Executive Retention Agreement between Atwood Oceanics, Inc. and John R. Irwin dated September 22, 2009.

10.2 Executive Retention Agreement between Atwood Oceanics, Inc. and James M. Holland dated September 22, 2009.

10.3 Executive Agreement between Atwood Oceanics, Inc. and John R. Irwin dated September 22, 2009.

10.4 Executive Agreement between Atwood Oceanics, Inc. and James M. Holland dated September 22, 2009.

99.1 Press release dated September 22, 2009.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ATWOOD OCEANICS, INC.

(Registrant)

/s/ James M. Holland

James M. Holland

Senior Vice President

DATE: September 22, 2009

EX-10.1

Exhibit 10.1

EXECUTIVE RETENTION AGREEMENT

This Executive Retention Agreement (the “Agreement”) is made the 22nd day of September, 2009 (the “Effective Date”), by and between Atwood Oceanics, Inc., a Texas corporation acting by and through its hereunto duly authorized officer (the “Company”), and John R. Irwin (the “Executive”).

WHEREAS, the Company desires to retain the services of the Executive in the capacity of President and Chief Executive Officer of the Company and, after his retirement from such offices, may desire to retain his services as an employee of the Company, all on a basis which will provide for a continuity of management for the Company according to the terms and conditions hereinafter set forth; and

WHEREAS, the Executive is willing to serve in the capacity of President and Chief Executive Officer and, after his retirement from such offices and at the request of the Company, to continue as an employee of the Company for management continuity according to the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual terms and conditions herein contained, the Company and the Executive hereby agree as follows:

1.Employment.

(a)Retention.  In consideration of the compensation and benefits hereinafter specified, the Executive hereby agrees to be employed with the Company in the capacity of President and Chief Executive Officer and, after retirement from such offices and if requested by the Company, to continue as an employee of the Company so as to provide management continuity and to discharge his duties in such capacities.  The Company hereby employs the Executive upon the terms and conditions hereinafter set forth.

(b)Exclusive Services.  During the term of his employment, the Executive shall devote his full working time, ability and attention to the business of the Company during the Term (as defined herein) and shall not, directly or indirectly, render any services of a business, commercial or professional nature to any other person, corporation or organization, whether for compensation or otherwise, without the prior knowledge and consent of the Board of Directors of the Company (the “Board”); provided, however, that the provisions of this Agreement shall not be construed as preventing the Executive from investing in other non-competitive businesses or enterprises if such investments do not require substantial services on the part of the Executive in the affairs or operations of any such business or enterprise so as to significantly diminish the performance by the Executive of his duties, functions and responsibilities under this Agreement; provided further, however, that the provisions of this Agreement shall not be construed as preventing the Executive from continuing any current activities already previously disclosed to the Board or participating in nonprofit or charitable organizations if such activities do not require substantial services on the part of the Executive so as to significantly diminish the performance by the Executive of his duties, functions and responsibilities under this Agreement.

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(c)Authority and Duties.  During the Term, the Executive shall have, with regard to the office of President, such authority and shall perform such duties, functions and responsibilities as are specified by the Second Amended and Restated By-laws of the Company (as amended, from time to time, the “Bylaws”) or as further determined by the Board and, with regard to the office of Chief Executive Officer or employment with the Company subsequent to retirement from the offices of President and Chief Executive Officer, such authority and duties as determined by the Board.  The Executive shall serve with the necessary power and authority commensurate with such positions and, with regard to the offices of President and Chief Executive Officer, consistent with the manner which the Executive has carried out the responsibilities of such offices in the past.

2.Term.

(a)Initial Term.  This Agreement shall have an initial term commencing on the Effective Date and ending at 5pm Houston time on July 31, 2010 (the “Initial Term”); subject, however, to earlier termination as hereinafter provided.

(b)Automatic Extension.  Unless either the Executive or the Company gives at least ninety (90) days written notice prior to the expiration of the Initial Term, this Agreement shall be automatically extended an additional day so that on each and every day after the end of the Initial Term there shall always be a remaining term of ninety (90) days (the “Extension Period”).  Thereafter, if either the Executive or the Company gives written notice to the other that the term of this Agreement shall not be further so extended, the term of this Agreement shall not further automatically extend after date of receipt of such notice by the receiving party.  The Extension Period is subject to earlier termination as hereinafter provided.  The Initial Term and the Extension Period are collectively referred to herein as the “Term.”

(c)Expiration v. Termination.  “Expiration” of the Term or words or phrases of similar import refer to the termination of this Agreement due to passage of time.  “Termination” of this Agreement or words or phrases of similar import refer to the termination of this Agreement by either the Executive or the Company as described in Section 15 hereof, but does not include providing notice of no further automatic extension.

(d)Employment Status.  For the avoidance of doubt, the expiration of the Term shall not, in and of itself, result in the termination of the Executive’s employment with the Company.

3.Compensation.  As compensation for his services rendered under this Agreement, the Executive shall be entitled to receive for his employment services the following:

(a)Base Salary.  The Executive shall be paid an annual base salary of at least $504,000 per year, payable in equal monthly installments during the Term, which shall be prorated for any partial employment month.  Such base salary shall be subject to increase, but not decrease, by the Compensation and Human Resources Committee of the Board (the “Committee”) in its sole discretion.

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(b)Bonuses.  During the Term, the Executive shall be eligible for a bonus on the same basis as other members of senior executive officers of the Company based upon criteria established by the Committee.  In the event that this Agreement expires prior to completion of fiscal year 2010, the Executive shall be entitled to receive 100% of the bonus to which he would otherwise be eligible for full fiscal year 2010, notwithstanding the fact that the Agreement may expire prior to the completion of fiscal year 2010.  To the extent the Executive is employed with the Company for any portion of a fiscal year, the Committee shall determine bonus for that portion of such fiscal year based upon the Executive’s individual performance as well the Company’s performance.  To the extent the Executive is not employed with the Company for any portion of a fiscal year, the Committee shall determine bonus for that portion of such fiscal year based only upon the Company’s performance.  Each bonus payment due under this Section 3(b) shall be made to the Executive at the same time as bonuses are paid to other members of senior executive officers of the Company, regardless of whether or not this Agreement expires or is otherwise terminated prior to the payment of such bonuses.

(c)Long Term Stock Incentives.  The Executive shall be eligible to receive awards of long term stock incentives by the Committee on the same basis as other senior executive officers of the Company.  Such long term stock incentives shall be governed by the terms of the stock incentive plans and the award agreements under which they are granted.  Upon the termination of the Executive’s employment with the Company on or after the expiration of the Term, long term stock incentives, all contributions made by the Company for the account of the Executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses which contain vesting or exercisability provisions or restriction periods conditioned upon or subject to the continued employment of the Executive, shall become fully vested and exercisable and any restriction periods shall terminate to the extent allowed by law and the terms of any plans and arrangements governing same and, where applicable and allowable, the Committee shall take such action to effectuate the foregoing; provided, however, that if any such amount, benefit, or payment cannot become fully vested or a restriction period cannot be early terminated pursuant to such plan or arrangement on account of limitations imposed by law or the terms of such plan or arrangement, the Executive shall be entitled, to the extent permitted by law, to receive from the Company an amount in cash payable within 30 days of the date of termination equal to the total amount of benefits or payments which the Executive will have to forfeit pursuant to such plan or arrangement on account of such termination of employment; provided, however, that if at the time of his termination of employment Executive is a “specified employee” under Internal Revenue Code (“IRC”) Section 409A, then payment of such amount shall be delayed until the date six months after Executive’s termination of employment.

(d)Additional Compensation.  The Executive shall be paid such additional compensation and bonuses, if any, as may be determined by the Committee from time to time, in its sole and absolute discretion.

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4.Benefits.

(a)During the Term, in addition to the compensation to be paid to the Executive pursuant to Section 3 hereof, the Executive shall be included and entitled to participate in any hospital, surgical, and medical benefit plan, any group term life insurance policy, any disability insurance policy, any pension or profit sharing plan, or any other fringe benefits which may be extended generally to senior executive officers of the Company by the Board from time to time.  The Company agrees that it shall provide such benefits to the Executive on the same basis as the Company makes such benefits available to its senior executive officers from time to time.

5.Reimbursement of Expenses.  Subject to such reasonable rules and procedures as from time to time are specified by the Company or the Board, the Company shall reimburse the Executive on a timely basis for reasonable business expenses necessarily incurred in the performance of his duties under this Agreement.

6.Place of Performance.  During the Term, the principal executive offices of the Company and the principal place for performance by the Executive of his duties, functions and responsibilities under this Agreement shall be in the Houston, Texas metropolitan area.  However, the Executive shall be available for travel as reasonably required by the Company on the same terms of his employment with the Company in effect immediately prior to the Effective Date.

7.Retirement; Board Service.

(a)Retirement.  At any time during the Term, the Board may request the Executive to retire as the President and Chief Executive Officer of the Company.  In such event, the Executive shall retire from such offices and, at the Company’s request, continue his employment with the Company for the duration of the Term so as to promote management continuity subject to the terms and conditions of this Agreement.  In the event that the Executive retires at the Company’s request and his employment with the Company is not continued, then this Agreement shall terminate and the Executive shall be entitled to receive the payments and other benefits due hereunder as if this Agreement were terminated by the Company other than with cause as described in Section 13 of this Agreement.

(b)Board Service.  The Executive currently serves as a member of the Board.  The Executive shall be willing to continue to serve, if so nominated and elected, as a member of the Board during the Term and to the date of the 2013 annual shareholders’ meeting relating to the election of the Board regardless of whether the Executive remains an employee of the Company.  If the Executive’s employment with the Company is terminated for any reason whatsoever, the Board may request the Executive’s resignation from the Board, and the Executive will tender his resignation to the Board within ten (10) days after such request is made.

If the Executive is no longer an employee of the Company, but continues to serve on the Board, the Executive shall be entitled to directors’ fees, expenses, and other compensation and shall be eligible to receive long term stock incentives on the same basis as other members of the Board.

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If the Executive is no longer an employee of the Company, unless the Executive’s employment with the Company was terminated by the Company for cause, upon the termination of the Executive’s services as a member of the Board, long term stock incentives, all contributions made by the Company for the account of the Executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses which contain vesting or exercisability provisions or restriction periods conditioned upon or subject to the continued service of the Executive on the Board, shall become fully vested and exercisable and any restriction periods shall terminate to the extent allowed by law and the terms of any plans and arrangements governing same and, where applicable and allowable, the Committee shall take such action to effectuate the foregoing; provided, however, that if any such amount, benefit, or payment cannot become fully vested or a restriction period cannot be early terminated pursuant to such plan or arrangement on account of limitations imposed by law or the terms of such plan or arrangement, the Executive shall be entitled, to the extent permitted by law, to receive from the Company an amount in cash payable within 30 days of the date of termination equal to the total amount of benefits or payments which the Executive will have to forfeit pursuant to such plan or arrangement on account of such termination of service on the Board; provided, however, that if at the time of his termination of employment Executive is a “specified employee” under IRC Section 409A, then payment of such amount shall be delayed until the date six months after Executive’s termination of employment”.

8.Consulting Services.  Subsequent to the Term, if the Executive’s employment with the Company is terminated, the Board may ask the Executive to become an independent consultant to the Company on mutually agreeable terms. Before entering into any consulting arrangement, the Company and the Board shall determine the impact, if any, that Executive’s becoming a consultant to the Company would have on the termination of his employment for the purpose of determining whether such termination of employment constituted a “separation from service” under IRC Section 409A.

9.Confidentiality/Trade Secrets.  The Parties acknowledge that Executive’s position with the Company is one of trust and confidence both by reason of his position and by reason of his access to and contact with the trade secrets and confidential and proprietary business information of the Company.  Both during the term of Executive’s employment by the Company and thereafter, the Parties covenant and agree as follows:

(a)that the Company will provide Executive access to trade secrets and confidential, proprietary information of the Company including, but not limited to, proprietary information concerning the Company’s customers and suppliers and the Company’s relationship with same, the identity of key employees and their areas of expertise, its arrangements with customers and suppliers, its trade secrets, and its technical data, records, compilations of information, processes, budgets, forecasts, margins, and specifications relating to its customers, suppliers, products and services (hereafter “Confidential Information”);

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(b)that Executive will exercise diligence to protect and safeguard the  Confidential Information;

(c)that Executive shall not disclose any of such Confidential Information, except as may be required in the course of his employment; and

(d)that Executive shall not use, directly or indirectly, for his own benefit or for the benefit of another, any of such Confidential Information.

All files, records, documents, drawings, specifications, memoranda, notes, or other documents relating to the business of the Company, whether prepared by the Executive or otherwise coming into his possession shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Executive upon the expiration of the Term or the termination of this Agreement for any reason whatsoever; provided however, that to the extent the Executive continues his employment with the Company, continues to serve on the Board or provides consulting services to the Company subsequent to expiration of the Term or the termination of this Agreement, the Executive shall be entitled to retain such property until the termination of such employment or service.

The Executive shall not be required to keep confidential or restrict the use of any Confidential Information (i) which he may be required to disclose at the express direction of any authorized government agency, pursuant to a subpoena or other court process, or as otherwise required by any law, rule, regulation or order of any regulatory body, (ii) which has become generally available to the public by means other than a breach of this Agreement by the Executive, or (iii) as to which disclosure or use the Board consents in writing in its sole and absolute discretion.

10.Non-Competition; Non-Solicitation.

(a)In consideration of the mutual covenants contained in Section 9 herein and other valuable consideration, the Executive covenants and agrees that during the Term and subsequent to the termination of this Agreement during the period that the Executive receives payments under Section 16(c) or 16(f) of this Agreement, he shall not without the prior written consent of the Board, in its sole discretion, directly or indirectly, as an employee, employer, consultant, agent, principal, partner, shareholder, corporate officer, director or through any kind of ownership or investment (other than ownership of securities of publicly held corporations of which the Executive owns less than five percent (5%) of any class of outstanding securities) or in any other representative or individual capacity, engage in any business or render any services to any business that is in competition with the business of the Company or its affiliates (the Company is in engaged in the business of international offshore drilling of exploratory and developmental oil and gas wells and related support services).

(b)In consideration of the mutual covenants contained in Section 9 herein and other valuable consideration, the Executive covenants and agrees that during the Term and during the period expiring one year after the later of the expiration or termination of this Agreement, he shall not encourage, solicit or induce, any employee, manager, supervisor, officer or director of the Company or its affiliates to terminate his or her employment with the Company or any affiliate of the Company; provided, however, that notwithstanding anything in the foregoing to the contrary, this provision shall not apply to (i) the employment or otherwise working with any such person who contacts the Executive solely on his or her own initiative and without direct or indirect solicitation by the Executive or (ii) conducting general solicitations for employees or independent contractors (which solicitations are not specifically targeted at the Company’s employees, managers, supervisors, officers or directors) through the use of media advertisements, professional search firms or otherwise.

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11.Remedies for Breach of Covenants of the Executive and the Company.  The covenants set forth in Sections 9 and 10 of this Agreement shall continue to be binding upon the Executive, notwithstanding the expiration of the Term or termination of this Agreement.  It is expressly agreed that the remedy at law for the breach of any such covenant is inadequate and that injunctive relief, in addition to any other remedies that may be available to the Company at law or in equity, shall be available to the Company to prevent the breach or any threatened breach thereof.

The parties further expressly agree that any other obligations arising under this Agreement which arise subsequent to the expiration of the Term or the termination of this Agreement shall also be enforceable and binding upon each other notwithstanding the prior expiration of the Term or the termination of this Agreement.

12.Definition of Change of Control. For the purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following:

(a)The acquisition or formal tender offer by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of the Company or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company or any subsidiary of the Company; (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company;

(b)The Company shall sell substantially all of its assets to another corporation which is not a wholly-owned subsidiary; or

(c)Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

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For the purposes of this Agreement, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) promulgated under the Exchange Act.

13.Discharge with Cause.  For the purposes of this Agreement, the Company shall be deemed to have terminated the Executive’s employment for cause only if any one of the following conditions existed:

(a)the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes the Executive has not substantially performed the Executive’s duties; or

(b)the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

Any termination by the Company of the Executive’s employment with cause under subsections (a) and (b) above shall be made in good faith at the sole discretion of the Board.

14.Resignation for Good Reason.  For the purposes of this Agreement, the Executive shall be deemed to have resigned for good reason if the Company assigns to the Executive any duties inconsistent in any material respect with the Executive’s position (including status, office, title, and reporting requirements), authority, duties or responsibilities or any other action by the Company which results in material diminution in such position, authority, duties or responsibilities of the Executive other than by way of a request by the Board that the Executive retire from the offices of President and Chief Executive Officers pursuant to Section 7 hereof.

15.Termination.

(a)Termination by the Executive with Cause.  The Executive may, upon written notice effective immediately, terminate this Agreement “with cause” if any one of the following conditions exist:

(i)If the Company breaches any material provision of this Agreement or fails to perform any of its obligations hereunder, and such breach or failure continues for at least ten days after the Executive provides written notice to the Company specifying in reasonable detail the nature of such breach or failure.  It is expressly understood that (i) during the Term, a relocation of the principal corporate offices of the Company outside of the Houston, Texas metropolitan area without the prior consent of the Executive and (ii) the failure to timely pay any amounts due hereunder each shall constitute a material breach of this Agreement by the Company, or

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(ii)If the Executive resigns for good reason as defined in Section 14 of this Agreement.

The resignation of the Executive at any time during the Term when none of the foregoing conditions exist shall be deemed a resignation without cause by the Executive.

(b)Termination by Company with Cause or due to Death.  The Board may, upon written notice effective immediately, terminate this Agreement if any one of the following conditions exist:

(i)If “cause” exists as defined in Section 13 of this Agreement, or

(ii)If the Executive should die (effective on the date of death).

The termination by the Company of the Executive’s employment or this Agreement when none of the foregoing conditions exist shall be deemed to be a termination without cause.

16.Post-Termination Matters

(a)Salary.  In the event of the termination of this Agreement by either party for any reason whatsoever, the Executive shall be entitled to his salary pursuant to Section 3(a), computed on a pro rata basis to and including such date of termination.

(b)Bonuses.  In the event that this Agreement is terminated by the Company (other than with cause as described in Section 13 of this Agreement) or by the Executive with cause as described in Section 15 of this Agreement, the Executive shall be entitled to receive 100% of the bonus to which he would otherwise be eligible for full fiscal years 2009 and 2010, notwithstanding the fact that the Agreement may be terminated prior to the completion of such fiscal years.  In the event that this Agreement is terminated subsequent to the completion of fiscal year 2010 by the Company (other than with cause as described in Section 13 of this Agreement) or by the Executive with cause as described in Section 15 of this Agreement, the Executive shall also be entitled to receive any bonus specified in Section 3(b) hereof calculated on a pro rata basis to the date of such termination and payable immediately following Executive’s termination of employment, except that if at the time of his termination of employment Executive is a “specified employee” under IRC Section 409A, then payment of such amount shall be delayed until the date six months after Executive’s termination of employment.

(c)Severance Payment.  In the event that this Agreement is terminated by the Company (other than with cause as described in Section 13 of this Agreement) or by the Executive with cause as described in Section 15 of this Agreement, the Executive shall be entitled to receive as a severance cash payment the full amount of the base salary which would have been paid to the Executive thru the expiration of the Term, payable in equal consecutive monthly installments commencing on the first day of the month after the date of termination of employment and continuing throughthe unexpired portion of the Term, except that if at the time of his termination of employment Executive is a “specified employee” under IRC Section 409A, then payment of such monthly installments shall not commence until the date six months after Executive’s termination of employment, and the first payment made after the expiration of such six-month period shall include the total amount of any installments not made during such six-month period that would otherwise have been made if Executive had not been a “specified employee” under IRC Section 409A.

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In the event that this Agreement is terminated by the Company for cause as described in Section 13 of this Agreement, the Executive shall be shall be obligated to comply with the provisions of Section 10 of this Agreement thru the expiration of the Term in consideration of the payment of $1,000 per month by the Company to the Executive during such period, except that if at the time of his termination of employment Executive is a “specified employee” under IRC Section 409A, then payment of such $1,000 monthly amounts shall not commence until the date six months after Executive’s termination of employment and the first payment made after the expiration of such six-month period shall include the total amount of any $1,000 payments not made during such six-month period that would have been made if Executive had not been a “specified employee” under IRC Section 409A.

(d)Vesting of Benefits.

(i)           In the event that this Agreement is terminated prior to the expiration of the Initial Term by the Company (other than with cause as described in Section 13 of this Agreement) or by the Executive with cause as described in Section 15 of this Agreement, long term stock incentives, all contributions made by the Company for the account of the Executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses which contain vesting or exercisability provisions or restriction periods conditioned upon or subject to the continued employment of the Executive, shall become fully vested and exercisable and any restriction periods shall terminate to the extent allowed by law and the terms of any plans and arrangements governing same and, where applicable and allowable, the Committee shall take such action to effectuate the foregoing; provided, however, that if any such amount, benefit, or payment cannot become fully vested or a restriction period cannot be early terminated pursuant to such plan or arrangement on account of limitations imposed by law or the terms of such plan or arrangement, the Executive shall be entitled, to the extent permitted by law, to receive from the Company an amount in cash payable within 30 days of the date of termination equal to the total amount of benefits or payments which the Executive will have to forfeit pursuant to such plan or arrangement on account of such termination of employment, except that if at the time of his termination of employment Executive is a “specified employee” under IRC Section 409A, then payment of such amount shall be delayed until the date six months after Executive’s termination of employment.

(ii)           In the event that this Agreement is terminated on or after the expiration of the Initial Term (other than by the Company for cause as described in Section 13 of this Agreement), long term stock incentives, all contributions made by the Company for the account of the Executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses which contain vesting or exercisability provisions or restriction periods conditioned upon or subject to the continued employment of the Executive, shall become fully vested and exercisable and any restriction

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periods shall terminate to the extent allowed by law and the terms of any plans and arrangements governing same and, where applicable and allowable, the Committee shall take such action to effectuate the foregoing; provided, however, that if any such amount, benefit, or payment cannot become fully vested or a restriction period cannot be early terminated pursuant to such plan or arrangement on account of limitations imposed by law or the terms of such plan or arrangement, the Executive shall be entitled, to the extent permitted by law, to receive from the Company an amount in cash payable within 30 days of the date of termination equal to the total amount of benefits or payments which the Executive will have to forfeit pursuant to such plan or arrangement on account of such termination of employment, except that if at the time of his termination of employment Executive is a “specified employee” under IRC Section 409A, then payment of such amount shall be delayed until the date six months after Executive’s termination of employment.

(e)Continuation of Benefits.  In the event that this Agreement is terminated by the Company (other than with cause as described in Section 13 of this Agreement) or by the Executive with cause as described in Section 15 of this Agreement, for so long as allowed by such plans the Company shall continue the participation of the Executive at Executive’s expense to the extent allowed by the plans and on the same basis as extended to senior executive officers of the Company from time to time in all life, accident, disability, medical, dental and all other health plans maintained by the Company for its senior executives.

(f)Resignation Without Cause by the Executive.  In the event that the Executive resigns without cause during the Term, then the Executive shall not be entitled to any of the benefits under Sections 16(b), (c), (d)(i) or (e) above, but (i) shall be entitled to receive the benefits under Section 16(d)(ii) above, if applicable, and (ii) shall be obligated to comply with the provisions of Section 10 of this Agreement thru the expiration of the Term in consideration of the payment of $1,000 per month by the Company to the Executive during such period, except that if at the time of his termination of employment Executive is a “specified employee” under IRC Section 409A, then payment of such $1,000 monthly amounts shall not commence until the date six months after Executive’s termination of employment and the first payment made after the expiration of such six-month period shall include the total amount of any $1,000 payments not made during such six-month period that would have been made if Executive had not been a “specified employee” under IRC Section 409A.

(g)Death Benefits.  In the event that this Agreement is terminated due to the death of the Executive, the Company shall:

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(i)pay to the estate of the Executive or his designated beneficiary an amount equal to the greater of the amount payable under the Company’s salary continuation plan if then in effect or the annual base salary of the Executive in effect on the date of death, such amount to be payable, however, in equal consecutive monthly installments over a period of twelve (12) months commencing on the first day of the month after the date of such termination;

(ii)pay to the estate of the Executive or his designated beneficiary the benefits under Sections 16(a), (b) and (d) above; and

(iii)to the extent allowed by the plans and for so long as provided for under such plans, continue the participation of the spouse of the Executive at her expense in all life, accident, disability, medical, dental and other health plans maintained by the Company for its senior executives.

(h)Payments to the Executive which are delayed as a result of IRC Section 409A shall bear interest at a rate equal to the interest paid by the Company, from time to time, for financings under its revolving credit facilities and shall be paid from the date of first delay of any payments to Executive until due under the terms of this Agreement.

17.Tax Matters.  If the Executive is a disqualified individual (as the term “disqualified individual” is defined in IRC Section 280G) and if any portion of the severance benefits under this Agreement would be an excess parachute payment (as the term “excess parachute payment” is defined in IRC Section 280G) but for the application of this sentence, then the amount of the severance benefits otherwise payable to the Executive pursuant to this Agreement will  be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of the severance benefits, as so reduced, constitutes an excess parachute payment.  The determination of whether any reduction in the amount of the severance benefits is required pursuant to this Section 17 will be made by the Company’s independent accountants.  The fact that the Executive has his Severance Benefits reduced as a result of the limitations set forth in this Section 17 will not of itself limit or otherwise affect any rights of the Executive arising other than pursuant to this Agreement.

The Company and the Executive intend that no provision of this Agreement will result in a payment to Executive, or in a vesting in Executive of, nonqualified deferred compensation under IRC Section 409A that does not comply with the requirements of IRC Section 409A.  If any provision of this Agreement can be interpreted or administered either in a way that would provide for a payment to Executive, or a vesting in Executive of, nonqualified deferred compensation under IRC Section 409A that would not comply with the requirements of IRC Section 409A or alternatively in a way that would provide for a payment that would not be nonqualified deferred compensation under IRC Section 409A that would not comply with the requirements of IRC Section 409A, the latter interpretation or administrative measure or practice shall be adopted in interpreting or administering the Agreement. Additionally, in the case of any payment that is to be made under this Agreement upon Executive’s “termination” or “termination of employment” and that implicates the requirements of IRC Section 409A, the word “termination” or the phrase “termination of employment,” as the case may be, shall have the same meaning under this Agreement as the phrase “separation from service” has in regulations under IRC Section 409A.

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For the avoidance of doubt, the Executive shall be responsible for the payment of personal income taxes related to payments due to the Executive under this Agreement.

18.General Provisions.

(a)Notices.  Any notices to be given hereunder by either party to the other may be effected either by personal delivery or by fax in writing or by mail, registered or certified, postage prepaid, with return receipt requested.  Mailed notices shall be addressed as follows:

(1)           If to the Company:

Atwood Oceanics, Inc.

15835 Park Ten Place Drive

Houston, TX 77084

Attn:           James M. Holland

Fax:           281-749-7940

(2)           If to the Executive:

John R. Irwin

c/oAtwood Oceanics, Inc.

15835 Park Ten Place Drive

Houston, TX 77084

Either party may change its address for notice by giving notice in accordance with the terms of this Section 18(a) of this Agreement.

(b)Law Governing.  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to principles of conflicts of law.

(c)Invalid Provisions.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance therefrom.  Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and still be legal, valid or enforceable.

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(d)Entire Agreement.  This Agreement sets forth the entire understanding of the parties and supersedes all prior agreements or understandings, whether written or oral, with respect to the subject matter hereof other than that certain Executive Agreement, dated September 22, 2009 between the Executive and the Company (the “Executive Agreement”) and that Atwood Oceanics, Inc. Retention Plan for Certain Salaried Employees, as may be amended or in place from time to time (the “Retention Plan”), both of which shall which shall continue in effect in accordance with their terms.  Notwithstanding anything in the foregoing to the contrary, while this Agreement (or any replacement agreement) remains in effect, compensation, benefits, and any other payments or consideration provided for hereunder shall be credited against amounts due for the same categories of payment due under the Executive Agreement or the Retention Plan, but only to the extent that such payments are duplicative.  No terms, conditions or warranties, other than those contained herein, and no amendments or modifications hereto shall be binding unless made in writing and signed by the parties hereto.  In the event of any inconsistency or conflict between this Agreement, the Executive Agreement or the Retention Plan, this Agreement shall control over the Executive Agreement or the Retention Plan, and the Executive Agreement shall control over the Retention Plan; provided, however, in the event payments to the Executive are due under both this Agreement and the Executive Agreement the tax provisions of Section 10 of the Executive Agreement shall replace the first paragraph of Section 17 hereof.

(e)Binding Effect.  This Agreement shall extend to and be binding upon and inure to the benefit of the parties hereto, their respective heirs, representatives, successors and assigns.  All of the provisions of this Agreement shall be fully applicable to any successor to the Company resulting from a Change of Control.  The Company agrees that in the event of a tender or exchange offer, merger, consolidation or liquidation or any such similar event involving the Company, its securities or assets, it shall reveal the existence of this Agreement to the acquiring person or entity.  The Company further agrees that if such action is not inconsistent with the best interests of the Company, it shall condition approval of any transactions proposed by the acquiror upon obtaining the consent, in writing, of the potential successor to the Company to be bound by this Agreement.  In the event the Executive dies prior to the termination of this Agreement, any compensation or other payment due and owing to the Executive on or before the date of the Executive’s death shall be paid to his estate, executors, administrators, heirs or legal representatives.  Since the duties and services of the Executive hereunder are special, personal and unique in nature, the Executive may not transfer, sell or otherwise assign his rights, obligations or benefits under this Agreement.

(f)Remedies.  If the Executive or the Company shall file any judicial action for enforcement of this Agreement and successfully recover compensation or damages, the successful party shall be entitled to recover in such proceeding an additional amount equal to interest at ten percent (10%) per annum on the amount recovered from the date such amount was due and payable together with all expenses and reasonable attorneys’ fees incurred in obtaining legal advice and counseling respecting his or its rights under this Agreement and in prosecuting and disposing of such action.  The provisions of this Section shall be cumulative and without prejudice to any other right or remedy to which the Executive or the Company may be entitled either at law, in equity or under this Agreement and shall not constitute the exclusive remedy of the Executive or the Company for breach of this Agreement.

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(g)Waiver.  The waiver by either party hereto of a breach of any term or provision of this Agreement shall not operate or be construed as a waiver of a subsequent breach of the same provisions by either party or of the breach of any other term or provision of this Agreement.

(h)Titles.  Titles of the paragraphs herein are used solely for convenience and shall not be used for interpretation or construing any word, clause, paragraph or provision of this Agreement.

(i)Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be an original, but which together shall constitute one and the same agreement.

(Remainder of Page Intentionally Left Blank)

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IN WITNESS WHEREOF, the Company and the Executive have executed this Executive Retention Agreement in Houston, Texas as of the day and year first written above.

COMPANY:

Atwood Oceanics, Inc.

By:               /s/ James M. Holland                                                  

Name:          James M. Holland

Title:           Senior Vice President and Secretary

EXECUTIVE:

By:           /s/ John R. Irwin                                                     

John R. Irwin

Agreed, Approved and Accepted by the

Compensation and Human Resources Committee

of the Board of Directors of Atwood Oceanics, Inc.

By:                 /s/ George S. Dotson                                     

Name:           George S. Dotson

Title:             Chairperson

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EX-10.2

Exhibit 10.2

EXECUTIVE RETENTION AGREEMENT

This Executive Retention Agreement (the “Agreement”) is made the 22nd day of September, 2009 (the “Effective Date”), by and between Atwood Oceanics, Inc., a Texas corporation acting by and through its hereunto duly authorized officer (the “Company”), and James M. Holland (the “Executive”).

WHEREAS, the Company desires to retain the services of the Executive in the capacity of Chief Financial Officer, Senior Vice President and Secretary of the Company and, after his retirement from such offices, may desire to retain his services as an employee of the Company, all on a basis which will provide for a continuity of management for the Company according to the terms and conditions hereinafter set forth; and

WHEREAS, the Executive is willing to serve in the capacity of Chief Financial Officer, Senior Vice President and Secretary and, after his retirement from such offices and at the request of the Company, to continue as an employee of the Company for management continuity according to the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual terms and conditions herein contained, the Company and the Executive hereby agree as follows:

1.Employment.

(a)Retention.  In consideration of the compensation and benefits hereinafter specified, the Executive hereby agrees to be employed with the Company in the capacity of Chief Financial Officer, Senior Vice President and Secretary and, after retirement from such offices and if requested by the Company, to continue as an employee of the Company so as to provide management continuity and to discharge his duties in such capacities.  The Company hereby employs the Executive upon the terms and conditions hereinafter set forth.

(b)Exclusive Services.  During the term of his employment, the Executive shall devote his full working time, ability and attention to the business of the Company during the Term (as defined herein) and shall not, directly or indirectly, render any services of a business, commercial or professional nature to any other person, corporation or organization, whether for compensation or otherwise, without the prior knowledge and consent of the Board of Directors of the Company (the “Board”); provided, however, that the provisions of this Agreement shall not be construed as preventing the Executive from investing in other non-competitive businesses or enterprises if such investments do not require substantial services on the part of the Executive in the affairs or operations of any such business or enterprise so as to significantly diminish the performance by the Executive of his duties, functions and responsibilities under this Agreement; provided further, however, that the provisions of this Agreement shall not be construed as preventing the Executive from continuing any current activities already previously disclosed to the Board or participating in nonprofit or charitable organizations if such activities do not require substantial services on the part of the Executive so as to significantly diminish the performance by the Executive of his duties, functions and responsibilities under this Agreement.

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(c)Authority and Duties.  During the Term, the Executive shall have, with regard to the office of Secretary and Senior Vice President, such authority and shall perform such duties, functions and responsibilities as are specified by the Second Amended and Restated By-laws of the Company (as amended, from time to time, the “Bylaws”) or as further determined by the Board and, with regard to the office of Chief Financial Officer or employment with the Company subsequent to retirement from the offices of Chief Financial Officer, Senior Vice President and Secretary, such authority and duties as determined by the Board.  The Executive shall serve with the necessary power and authority commensurate with such positions and, with regard to the offices of Chief Executive Officer, Senior Vice President and Secretary, consistent with the manner which the Executive has carried out the responsibilities of such offices in the past.

2.Term.

(a)Initial Term.  This Agreement shall have an initial term commencing on the Effective Date and ending at 5pm Houston time on December 31, 2010 (the “Initial Term”); subject, however, to earlier termination as hereinafter provided.

(b)Automatic Extension.  Unless either the Executive or the Company gives at least ninety (90) days written notice prior to the expiration of the Initial Term, this Agreement shall be automatically extended an additional day so that on each and every day after the end of the Initial Term there shall always be a remaining term of ninety (90) days (the “Extension Period”).  Thereafter, if either the Executive or the Company gives written notice to the other that the term of this Agreement shall not be further so extended, the term of this Agreement shall not further automatically extend after date of receipt of such notice by the receiving party.  The Extension Period is subject to earlier termination as hereinafter provided.  The Initial Term and the Extension Period are collectively referred to herein as the “Term.”

(c)Expiration v. Termination.  “Expiration” of the Term or words or phrases of similar import refer to the termination of this Agreement due to passage of time.  “Termination” of this Agreement or words or phrases of similar import refer to the termination of this Agreement by either the Executive or the Company as described in Section 15 hereof, but does not include providing notice of no further automatic extension.

(d)Employment Status.  For the avoidance of doubt, the expiration of the Term shall not, in and of itself, result in the termination of the Executive’s employment with the Company.

3.Compensation.  As compensation for his services rendered under this Agreement, the Executive shall be entitled to receive for his employment services the following:

(a)Base Salary.  The Executive shall be paid an annual base salary of at least $296,000 per year, payable in equal monthly installments during the Term, which shall be prorated for any partial employment month.  Such base salary shall be subject to increase, but not decrease, by the Compensation and Human Resources Committee of the Board (the “Committee”) in its sole discretion.

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(b)Bonuses.  During the Term, the Executive shall be eligible for a bonus on the same basis as other members of senior executive officers of the Company based upon criteria established by the Committee.  In the event that this Agreement expires prior to completion of fiscal year 2010, the Executive shall be entitled to receive 100% of the bonus to which he would otherwise be eligible for full fiscal year 2010, notwithstanding the fact that the Agreement may expire prior to the completion of fiscal year 2010.  To the extent the Executive is employed with the Company for any portion of a fiscal year, the Committee shall determine bonus for that portion of such fiscal year based upon the Executive’s individual performance as well the Company’s performance.  To the extent the Executive is not employed with the Company for any portion of a fiscal year, the Committee shall determine bonus for that portion of such fiscal year based only upon the Company’s performance.  Each bonus payment due under this Section 3(b) shall be made to the Executive at the same time as bonuses are paid to other members of senior executive officers of the Company, regardless of whether or not this Agreement expires or is otherwise terminated prior to the payment of such bonuses.

(c)Long Term Stock Incentives.  The Executive shall be eligible to receive awards of long term stock incentives by the Committee on the same basis as other senior executive officers of the Company.  Such long term stock incentives shall be governed by the terms of the stock incentive plans and the award agreements under which they are granted.  Upon the termination of the Executive’s employment with the Company on or after expiration of the Term, long term stock incentives, all contributions made by the Company for the account of the Executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses which contain vesting or exercisability provisions or restriction periods conditioned upon or subject to the continued employment of the Executive, shall become fully vested and exercisable and any restriction periods shall terminate to the extent allowed by law and the terms of any plans and arrangements governing same and, where applicable and allowable, the Committee shall take such action to effectuate the foregoing; provided, however, that if any such amount, benefit, or payment cannot become fully vested or a restriction period cannot be early terminated pursuant to such plan or arrangement on account of limitations imposed by law or the terms of such plan or arrangement, the Executive shall be entitled, to the extent permitted by law, to receive from the Company an amount in cash payable within 30 days of the date of termination equal to the total amount of benefits or payments which the Executive will have to forfeit pursuant to such plan or arrangement on account of such termination of employment; provided, however, that if at the time of his termination of employment Executive is a “specified employee” under Internal Revenue Code (“IRC”) Section 409A, then payment of such amount shall be delayed until the date six months after Executive’s termination of employment.

(d)Additional Compensation.  The Executive shall be paid such additional compensation and bonuses, if any, as may be determined by the Committee from time to time, in its sole and absolute discretion.

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4.Benefits.

(a)During the Term, in addition to the compensation to be paid to the Executive pursuant to Section 3 hereof, the Executive shall be included and entitled to participate in any hospital, surgical, and medical benefit plan, any group term life insurance policy, any disability insurance policy, any pension or profit sharing plan, or any other fringe benefits which may be extended generally to senior executive officers of the Company by the Board from time to time.  The Company agrees that it shall provide such benefits to the Executive on the same basis as the Company makes such benefits available to its senior executive officers from time to time.

5.Reimbursement of Expenses.  Subject to such reasonable rules and procedures as from time to time are specified by the Company or the Board, the Company shall reimburse the Executive on a timely basis for reasonable business expenses necessarily incurred in the performance of his duties under this Agreement.

6.Place of Performance.  During the Term, the principal executive offices of the Company and the principal place for performance by the Executive of his duties, functions and responsibilities under this Agreement shall be in the Houston, Texas metropolitan area.  However, the Executive shall be available for travel as reasonably required by the Company on the same terms of his employment with the Company in effect immediately prior to the Effective Date.

7.Retirement.  At any time during the Term, the Board may request the Executive to retire as the Chief Financial Officer, Senior Vice President and Secretary of the Company.  In such event, the Executive shall retire from such offices and, at the Company’s request, continue his employment with the Company for the duration of the Term so as to promote management continuity subject to the terms and conditions of this Agreement.  In the event that the Executive retires at the Company’s request and his employment with the Company is not continued, then this Agreement shall terminate and the Executive shall be entitled to receive the payments and other benefits due hereunder as if this Agreement were terminated by the Company other than with cause as described in Section 13 of this Agreement.

8.Consulting Services.  Subsequent to the Term, if the Executive’s employment with the Company is terminated, the Board may ask the Executive to become an independent consultant to the Company on mutually agreeable terms. Before entering into any consulting arrangement, the Company and the Board shall determine the impact, if any, that Executive’s becoming a consultant to the Company would have on the termination of his employment for the purpose of determining whether such termination of employment constituted a “separation from service” under IRC Section 409A.

9.Confidentiality/Trade Secrets.  The Parties acknowledge that Executive’s position with the Company is one of trust and confidence both by reason of his position and by reason of his access to and contact with the trade secrets and confidential and proprietary business information of the Company.  Both during the term of Executive’s employment by the Company and thereafter, the Parties covenant and agree as follows:

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(a)that the Company will provide Executive access to trade secrets and confidential, proprietary information of the Company including, but not limited to, proprietary information concerning the Company’s customers and suppliers and the Company’s relationship with same, the identity of key employees and their areas of expertise, its arrangements with customers and suppliers, its trade secrets, and its technical data, records, compilations of information, processes, budgets, forecasts, margins, and specifications relating to its customers, suppliers, products and services (hereafter “Confidential Information”);

(b)that Executive will exercise diligence to protect and safeguard the  Confidential Information;

(c)that Executive shall not disclose any of such Confidential Information, except as may be required in the course of his employment; and

(d)that Executive shall not use, directly or indirectly, for his own benefit or for the benefit of another, any of such Confidential Information.

All files, records, documents, drawings, specifications, memoranda, notes, or other documents relating to the business of the Company, whether prepared by the Executive or otherwise coming into his possession shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Executive upon the expiration of the Term or the termination of this Agreement for any reason whatsoever; provided however, that to the extent the Executive continues his employment with the Company, continues to serve on the Board or provides consulting services to the Company subsequent to expiration of the Term or the termination of this Agreement, the Executive shall be entitled to retain such property until the termination of such employment or service.

The Executive shall not be required to keep confidential or restrict the use of any Confidential Information (i) which he may be required to disclose at the express direction of any authorized government agency, pursuant to a subpoena or other court process, or as otherwise required by any law, rule, regulation or order of any regulatory body, (ii) which has become generally available to the public by means other than a breach of this Agreement by the Executive, or (iii) as to which disclosure or use the Board consents in writing in its sole and absolute discretion.

10.Non-Competition; Non-Solicitation.

(a)In consideration of the mutual covenants contained in Section 9 herein and other valuable consideration, the Executive covenants and agrees that during the Term and subsequent to the termination of this Agreement during the period that the Executive receives payments under Section 16(c) or 16(f) of this Agreement, he shall not without the prior written consent of the Board, in its sole discretion, directly or indirectly, as an employee, employer, consultant, agent, principal, partner, shareholder, corporate officer, director or through any kind of ownership or investment (other than ownership of securities of publicly held corporations of which the Executive owns less than five percent (5%) of any class of outstanding securities) or in any other representative or individual capacity, engage in any business or render any services to any business that is in competition with the business of the Company or its affiliates (the Company is in engaged in the business of international offshore drilling of exploratory and developmental oil and gas wells and related support services).

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(b)In consideration of the mutual covenants contained in Section 9 herein and other valuable consideration, the Executive covenants and agrees that during the Term and during the period expiring one year after the later of the expiration or termination of this Agreement, he shall not encourage, solicit or induce, any employee, manager, supervisor, officer or director of the Company or its affiliates to terminate his or her employment with the Company or any affiliate of the Company; provided, however, that notwithstanding anything in the foregoing to the contrary, this provision shall not apply to (i) the employment or otherwise working with any such person who contacts the Executive solely on his or her own initiative and without direct or indirect solicitation by the Executive or (ii) conducting general solicitations for employees or independent contractors (which solicitations are not specifically targeted at the Company’s employees, managers, supervisors, officers or directors) through the use of media advertisements, professional search firms or otherwise.

11.Remedies for Breach of Covenants of the Executive and the Company.  The covenants set forth in Sections 9 and 10 of this Agreement shall continue to be binding upon the Executive, notwithstanding the expiration of the Term or termination of this Agreement.  It is expressly agreed that the remedy at law for the breach of any such covenant is inadequate and that injunctive relief, in addition to any other remedies that may be available to the Company at law or in equity, shall be available to the Company to prevent the breach or any threatened breach thereof.

The parties further expressly agree that any other obligations arising under this Agreement which arise subsequent to the expiration of the Term or the termination of this Agreement shall also be enforceable and binding upon each other notwithstanding the prior expiration of the Term or the termination of this Agreement.

12.Definition of Change of Control. For the purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following:

(a)The acquisition or formal tender offer by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of the Company or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company or any subsidiary of the Company; (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company;

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(b)The Company shall sell substantially all of its assets to another corporation which is not a wholly-owned subsidiary; or

(c)Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

For the purposes of this Agreement, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) promulgated under the Exchange Act.

13.Discharge with Cause.  For the purposes of this Agreement, the Company shall be deemed to have terminated the Executive’s employment for cause only if any one of the following conditions existed:

(a)the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes the Executive has not substantially performed the Executive’s duties; or

(b)the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

Any termination by the Company of the Executive’s employment with cause under subsections (a) and (b) above shall be made in good faith at the sole discretion of the Board.

14.Resignation for Good Reason.  For the purposes of this Agreement, the Executive shall be deemed to have resigned for good reason if the Company assigns to the Executive any duties inconsistent in any material respect with the Executive’s position (including status, office, title, and reporting requirements), authority, duties or responsibilities or any other action by the Company which results in material diminution in such position, authority, duties or responsibilities of the Executive other than by way of a request by the Board that the Executive retire from the offices of Chief Financial Officer, Senior Vice President and Secretary pursuant to Section 7 hereof.

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15.Termination.

(a)Termination by the Executive with Cause.  The Executive may, upon written notice effective immediately, terminate this Agreement “with cause” if any one of the following conditions exist:

(i)If the Company breaches any material provision of this Agreement or fails to perform any of its obligations hereunder, and such breach or failure continues for at least ten days after the Executive provides written notice to the Company specifying in reasonable detail the nature of such breach or failure.  It is expressly understood that (i) during the Term, a relocation of the principal corporate offices of the Company outside of the Houston, Texas metropolitan area without the prior consent of the Executive and (ii) the failure to timely pay any amounts due hereunder each shall constitute a material breach of this Agreement by the Company, or

(ii)If the Executive resigns for good reason as defined in Section 14 of this Agreement.

The resignation of the Executive at any time during the Term when none of the foregoing conditions exist shall be deemed a resignation without cause by the Executive.

(b)Termination by Company with Cause or due to Death.  The Board may, upon written notice effective immediately, terminate this Agreement if any one of the following conditions exist:

(i)If “cause” exists as defined in Section 13 of this Agreement, or

(ii)If the Executive should die (effective on the date of death).

The termination by the Company of the Executive’s employment or this Agreement when none of the foregoing conditions exist shall be deemed to be a termination without cause.

16.Post-Termination Matters

(a)Salary.  In the event of the termination of this Agreement by either party for any reason whatsoever, the Executive shall be entitled to his salary pursuant to Section 3(a), computed on a pro rata basis to and including such date of termination.

(b)Bonuses.  In the event that this Agreement is terminated by the Company (other than with cause as described in Section 13 of this Agreement) or by the Executive with cause as described in Section 15 of this Agreement, the Executive shall be entitled to receive 100% of the bonus to which he would otherwise be eligible for full fiscal years 2009 and 2010, notwithstanding the fact that the Agreement may be terminated prior to the completion of such fiscal years.  In the event that this Agreement is terminated subsequent to the completion of fiscal year 2010 by the Company (other than with cause as described in Section 13 of this Agreement) or by the Executive with cause as described in Section 15 of this Agreement, the Executive shall also be entitled to receive any bonus specified in Section 3(b) hereof calculated on a pro rata basis to the date of such termination and payable immediately following Executive’s termination of employment, except that if at the time of his termination of employment Executive is a “specified employee” under IRC Section 409A, then payment of such amount shall be delayed until the date six months after Executive’s termination of employment.

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(c)Severance Payment.  In the event that this Agreement is terminated by the Company (other than with cause as described in Section 13 of this Agreement) or by the Executive with cause as described in Section 15 of this Agreement, the Executive shall be entitled to receive as a severance cash payment the full amount of the base salary which would have been paid to the Executive thru the expiration of the Term, payable in equal consecutive monthly installments commencing on the first day of the month after the date of termination of employment and continuing through the unexpired portion of the Term, except that if at the time of his termination of employment Executive is a “specified employee” under IRC Section 409A, then payment of such monthly installments shall not commence until the date six months after Executive’s termination of employment, and the first payment made after the expiration of such six-month period shall include the total amount of any installments not made during such six-month period that would otherwise have been made if Executive had not been a “specified employee” under IRC Section 409A.

In the event that this Agreement is terminated by the Company for cause as described in Section 13 of this Agreement, the Executive shall be shall be obligated to comply with the provisions of Section 10 of this Agreement thru the expiration of the Term in consideration of the payment of $1,000 per month by the Company to the Executive during such period, except that if at the time of his termination of employment Executive is a “specified employee” under IRC Section 409A, then payment of such $1,000 monthly amounts shall not commence until the date six months after Executive’s termination of employment and the first payment made after the expiration of such six-month period shall include the total amount of any $1,000 payments not made during such six-month period that would have been made if Executive had not been a “specified employee” under IRC Section 409A.

(d)Vesting of Benefits.

(i)           In the event that this Agreement is terminated prior to the expiration of the Initial Term by the Company (other than with cause as described in Section 13 of this Agreement) or by the Executive with cause as described in Section 15 of this Agreement, long term stock incentives, all contributions made by the Company for the account of the Executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses which contain vesting or exercisability provisions or restriction periods conditioned upon or subject to the continued employment of the Executive, shall become fully vested and exercisable and any restriction periods shall terminate to the extent allowed by law and the terms of any plans and arrangements governing same and, where applicable and allowable, the Committee shall take such action to effectuate the foregoing; provided, however, that if any such amount, benefit, or payment cannot become fully vested or a restriction period cannot be early terminated pursuant to such plan or arrangement on account of limitations imposed by law or the terms of such plan or arrangement, the Executive shall be entitled, to the extent permitted by law, to receive from the Company an amount in cash payable within 30 days of the date of termination equal to the total amount of benefits or payments which the Executive will have to forfeit pursuant to such plan or arrangement on account of such termination of employment, except that if at the time of his termination of employment Executive is a “specified employee” under IRC Section 409A, then payment of such amount shall be delayed until the date six months after Executive’s termination of employment.

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(ii)           In the event that this Agreement is terminated on or after the expiration of the Initial Term (other than by the Company for cause as described in Section 13 of this Agreement), long term stock incentives, all contributions made by the Company for the account of the Executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses which contain vesting or exercisability provisions or restriction periods conditioned upon or subject to the continued employment of the Executive, shall become fully vested and exercisable and any restriction periods shall terminate to the extent allowed by law and the terms of any plans and arrangements governing same and, where applicable and allowable, the Committee shall take such action to effectuate the foregoing; provided, however, that if any such amount, benefit, or payment cannot become fully vested or a restriction period cannot be early terminated pursuant to such plan or arrangement on account of limitations imposed by law or the terms of such plan or arrangement, the Executive shall be entitled, to the extent permitted by law, to receive from the Company an amount in cash payable within 30 days of the date of termination equal to the total amount of benefits or payments which the Executive will have to forfeit pursuant to such plan or arrangement on account of such termination of employment, except that if at the time of his termination of employment Executive is a “specified employee” under IRC Section 409A, then payment of such amount shall be delayed until the date six months after Executive’s termination of employment.

(e)Continuation of Benefits.  In the event that this Agreement is terminated by the Company (other than with cause as described in Section 13 of this Agreement) or by the Executive with cause as described in Section 15 of this Agreement, for so long as allowed by such plans the Company shall continue the participation of the Executive at Executive’s expense to the extent allowed by the plans and on the same basis as extended to senior executive officers of the Company from time to time in all life, accident, disability, medical, dental and all other health plans maintained by the Company for its senior executives.

(f)Resignation Without Cause by the Executive.  In the event that the Executive resigns without cause during the Term, then the Executive shall not be entitled to any of the benefits under Sections 16(b), (c), (d)(i) or (e) above, but (i) shall be entitled to receive the benefits under Section 16(d)(ii) above, if applicable, and (ii) shall be obligated to comply with the provisions of Section 10 of this Agreement thru the expiration of the Term in consideration of the payment of $1,000 per month by the Company to the Executive during such period, except that if at the time of his termination of employment Executive is a “specified employee” under IRC Section 409A, then payment of such $1,000 monthly amounts shall not commence until the date six months after Executive’s termination of employment and the first payment made after the expiration of such six-month period shall include the total amount of any $1,000 payments not made during such six-month period that would have been made if Executive had not been a “specified employee” under IRC Section 409A.

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(g)Death Benefits.  In the event that this Agreement is terminated due to the death of the Executive, the Company shall:

(i)pay to the estate of the Executive or his designated beneficiary an amount equal to the greater of the amount payable under the Company’s salary continuation plan if then in effect or the annual base salary of the Executive in effect on the date of death, such amount to be payable, however, in equal consecutive monthly installments over a period of twelve (12) months commencing on the first day of the month after the date of such termination;

(ii)pay to the estate of the Executive or his designated beneficiary the benefits under Sections 16(a), (b) and (d) above; and

(iii)to the extent allowed by the plans and for so long as provided for under such plans, continue the participation of the spouse of the Executive at her expense in all life, accident, disability, medical, dental and other health plans maintained by the Company for its senior executives.

(h)Payments to the Executive which are delayed as a result of IRC Section 409A shall bear interest at a rate equal to the interest paid by the Company, from time to time, for financing under its revolving credit facilities and shall be paid from the date of first delay with any payments to the Executive until due under the terms of this Agreement.

17.Tax Matters.  If the Executive is a disqualified individual (as the term “disqualified individual” is defined in IRC Section 280G) and if any portion of the severance benefits under this Agreement would be an excess parachute payment (as the term “excess parachute payment” is defined in IRC Section 280G) but for the application of this sentence, then the amount of the severance benefits otherwise payable to the Executive pursuant to this Agreement will  be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of the severance benefits, as so reduced, constitutes an excess parachute payment.  The determination of whether any reduction in the amount of the severance benefits is required pursuant to this Section 17 will be made by the Company’s independent accountants.  The fact that the Executive has his Severance Benefits reduced as a result of the limitations set forth in this Section 17 will not of itself limit or otherwise affect any rights of the Executive arising other than pursuant to this Agreement.

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The Company and the Executive intend that no provision of this Agreement will result in a payment to Executive, or in a vesting in Executive of, nonqualified deferred compensation under IRC Section 409A that does not comply with the requirements of IRC Section 409A.  If any provision of this Agreement can be interpreted or administered either in a way that would provide for a payment to Executive, or a vesting in Executive of, nonqualified deferred compensation under IRC Section 409A that would not comply with the requirements of IRC Section 409A or alternatively in a way that would provide for a payment that would not be nonqualified deferred compensation under IRC Section 409A that would not comply with the requirements of IRC Section 409A, the latter interpretation or administrative measure or practice shall be adopted in interpreting or administering the Agreement. Additionally, in the case of any payment that is to be made under this Agreement upon Executive’s “termination” or “termination of employment” and that implicates the requirements of IRC Section 409A, the word “termination” or the phrase “termination of employment,” as the case may be, shall have the same meaning under this Agreement as the phrase “separation from service” has in regulations under IRC Section 409A.

For the avoidance of doubt, the Executive shall be responsible for the payment of personal income taxes related to payments due to the Executive under this Agreement.

18.General Provisions.

(a)Notices.  Any notices to be given hereunder by either party to the other may be effected either by personal delivery or by fax in writing or by mail, registered or certified, postage prepaid, with return receipt requested.  Mailed notices shall be addressed as follows:

(1)           If to the Company:

Atwood Oceanics, Inc.

15835 Park Ten Place Drive

Houston, TX 77084

Attn:           John R. Irwin

Fax:           281-749-7940

(2)           If to the Executive:

James M. Holland

c/oAtwood Oceanics, Inc.

15835 Park Ten Place Drive

Houston, TX 77084

Either party may change its address for notice by giving notice in accordance with the terms of this Section 18(a) of this Agreement.

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(b)Law Governing.  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to principles of conflicts of law.

(c)Invalid Provisions.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance therefrom.  Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and still be legal, valid or enforceable.

(d)Entire Agreement.  This Agreement sets forth the entire understanding of the parties and supersedes all prior agreements or understandings, whether written or oral, with respect to the subject matter hereof other than that certain Executive Agreement, dated September 22, 2009 between the Executive and the Company (the “Executive Agreement”) and that Atwood Oceanics, Inc. Retention Plan for Certain Salaried Employees, as may be amended or in place from time to time (the “Retention Plan”), both of which shall which shall continue in effect in accordance with their terms.  Notwithstanding anything in the foregoing to the contrary, while this Agreement (or any replacement agreement) remains in effect, compensation, benefits, and any other payments or consideration provided for hereunder shall be credited against amounts due for the same categories of payment due under the Executive Agreement or the Retention Plan, but only to the extent that such payments are duplicative.  No terms, conditions or warranties, other than those contained herein, and no amendments or modifications hereto shall be binding unless made in writing and signed by the parties hereto.  In the event of any inconsistency or conflict between this Agreement, the Executive Agreement or the Retention Plan, this Agreement shall control over the Executive Agreement or the Retention Plan, and the Executive Agreement shall control over the Retention Plan; provided, however, in the event payments to the Executive are due both under this Agreement and the Executive Agreement the tax provisions of Section 10 of the Executive Agreement shall replace the first paragraph of Section 17 hereof.

(e)Binding Effect.  This Agreement shall extend to and be binding upon and inure to the benefit of the parties hereto, their respective heirs, representatives, successors and assigns.  All of the provisions of this Agreement shall be fully applicable to any successor to the Company resulting from a Change of Control.  The Company agrees that in the event of a tender or exchange offer, merger, consolidation or liquidation or any such similar event involving the Company, its securities or assets, it shall reveal the existence of this Agreement to the acquiring person or entity.  The Company further agrees that if such action is not inconsistent with the best interests of the Company, it shall condition approval of any transactions proposed by the acquiror upon obtaining the consent, in writing, of the potential successor to the Company to be bound by this Agreement.  In the event the Executive dies prior to the termination of this Agreement, any compensation or other payment due and owing to the Executive on or before the date of the Executive’s death shall be paid to his estate, executors, administrators, heirs or legal representatives.  Since the duties and services of the Executive hereunder are special, personal and unique in nature, the Executive may not transfer, sell or otherwise assign his rights, obligations or benefits under this Agreement.

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(f)Remedies.  If the Executive or the Company shall file any judicial action for enforcement of this Agreement and successfully recover compensation or damages, the successful party shall be entitled to recover in such proceeding an additional amount equal to interest at ten percent (10%) per annum on the amount recovered from the date such amount was due and payable together with all expenses and reasonable attorneys’ fees incurred in obtaining legal advice and counseling respecting his or its rights under this Agreement and in prosecuting and disposing of such action.  The provisions of this Section shall be cumulative and without prejudice to any other right or remedy to which the Executive or the Company may be entitled either at law, in equity or under this Agreement and shall not constitute the exclusive remedy of the Executive or the Company for breach of this Agreement.

(g)Waiver.  The waiver by either party hereto of a breach of any term or provision of this Agreement shall not operate or be construed as a waiver of a subsequent breach of the same provisions by either party or of the breach of any other term or provision of this Agreement.

(h)Titles.  Titles of the paragraphs herein are used solely for convenience and shall not be used for interpretation or construing any word, clause, paragraph or provision of this Agreement.

(i)Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be an original, but which together shall constitute one and the same agreement.

(Remainder of Page Intentionally Left Blank)

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IN WITNESS WHEREOF, the Company and the Executive have executed this Executive Retention Agreement in Houston, Texas as of the day and year first written above.

COMPANY:

Atwood Oceanics, Inc.

By:                 /s/ John R. Irwin                                               

Name:           John R. Irwin

Title:           President

EXECUTIVE:

By:           /s/ James M. Holland                                                     

James M. Holland

Agreed, Approved and Accepted by the

Compensation and Human Resources Committee

of the Board of Directors of Atwood Oceanics, Inc.

By:                 /s/ George S. Dotson                                     

Name:           George S. Dotson

Title:           Chairperson

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EX-10.3

Exhibit 10.3

EXECUTIVE AGREEMENT

THIS EXECUTIVE AGREEMENT (the “Agreement”) is entered into as of the 22nd day of September, 2009 by and between ATWOOD OCEANICS, INC., a Texas corporation (the “Company”), and JOHN R. IRWIN (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company and the Executive have previously entered into that certain Executive Agreement dated September 18, 2002 (the “Prior Agreement”) and the Company and the Executive desire to terminate the Prior Agreement and to enter into this Agreement effective as of the date hereof;

WHEREAS, it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined in Section 2 below) of the Company; and

WHEREAS, it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control; and

WHEREAS, it is imperative to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations.

NOW, THEREFORE, in order to accomplish these objectives, and in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree that the Prior Agreement is hereby terminated effective immediately prior to the entry into this Agreement and further agree as follows:

1.           Certain Definitions.  The following terms shall have the indicated meanings:

(a)           The “Change of Control Date” shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control occurs.  Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control or (ii) otherwise arose in connection with or anticipation of the Change of Control, then for all purposes of this Agreement the “Change of Control Date” shall mean the date immediately prior to the date of such termination of employment.

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(b)           The “Change of Control Period” shall mean the period commencing on the date hereof and ending on July 31, 2011.

2.           Change of Control.  For the purposes of this Agreement, a “Change of Control” shall mean the occurrence of any one or more of the following:

(a)           The acquisition or formal tender offer by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of the Company or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute a Change of Control:  (i) any acquisition directly from the Company; (ii) any acquisition by the Company or any subsidiary of the Company; (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or

(b)           The Company shall sell substantially all of its assets to another corporation which is not a wholly owned subsidiary; or

(c)           Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

For the purposes of this Agreement, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) promulgated under the Exchange Act.

3.           Post-Change of Control Employment Period.  The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, in accordance with the terms and provisions of this Agreement, for the period commencing on the Change of Control Date and ending on the expiration of two years and six months thereafter (the “Post-Change of Control Employment Period”).

4.           Terms of Employment.  The following terms shall govern the Executive’s employment during the Post-Change of Control Employment Period:

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(a)           Position and Duties.

(i)           During the Post-Change of Control Employment Period, the Executive shall be employed in a bona fide executive position with corresponding authority, duties and responsibilities, and the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control Date or any office which is the headquarters of the Company and is within the Greater Houston Statistical Metropolitan Area.  Notwithstanding anything in the foregoing to the contrary, the Executive may retire from his position as Chief Executive Officer and President of the Company at the Company’s request at any time or at Executive’s volition at any time after July 31, 2010, but his employment with the Company may continue at the Company’s request and, in such event, for purposes of this Agreement, the authority, duties and responsibilities of such Executive shall mean those associated with such continued employment immediately following Executive’s retirement from his position as Chief Executive Officer and President of the Company.  During the Post-Change of Control Employment Period and in the event that the Executive retires from his position as Chief Executive Officer and President of the Company at the Company’s request and his employment with the Company is not continued, the Executive shall be entitled to receive the payments and other benefits due hereunder as if this Agreement were terminated by the Company other than for Cause.

(ii)           During the Post-Change of Control Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.  During the Post-Change of Control Employment Period, it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, and manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement.  It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Change of Control Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Change of Control Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

(b)           Compensation.  During the Post-Change of Control Employment Period, and prior to the termination of the Executive’s employment as described in Section 5 hereof, the Executive shall be entitled to the following items of compensation:

(i)           Base Salary.  The Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid in equal installments on a semi-monthly basis, at least equal to twelve times the highest monthly base salary paid or payable to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Change of Control Date occurs.  Any discretionary increase in Annual Base Salary during the Post-Change of Control Employment Period shall not serve to limit or reduce any other obligation to

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the Executive under this Agreement.  Annual Base Salary shall not be reduced after any such increase, and the term “Annual Base Salary” as utilized in this Agreement shall refer to Annual Base Salary as so increased.  As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.  Notwithstanding anything in the foregoing to the contrary, should the Executive retire from his position as Chief Executive Officer and President, but his employment with the Company is continued, his Annual Base Salary may be reduced to an amount commensurate with such continued employment with the Company, but may not be reduced thereafter.

(ii)           Annual Bonus.  In addition to Annual Base Salary, the Executive shall be eligible for a bonus (the “Annual Bonus”) on the same basis as other members of senior executive officers of the Company based upon criteria established by the Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”), for each fiscal year ending during the Post-Change of Control Employment Period.  Each Annual Bonus payment shall be made to the Executive at the same time as bonuses are paid to other members of senior executive officers of the Company, but no later than two and one-half months after the end of the fiscal year for which the Annual Bonus is awarded.

(iii)           Incentive, Savings and Retirement Plans.  The Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, including without limitation, the Atwood Oceanics, Inc. 1996 Incentive Equity Plan, as amended and as may be further amended from time to time; the Amended and Restated Atwood Oceanics, Inc. 2001 Stock Incentive Plan, as may be further amended or restated from time to time; Atwood Oceanics, Inc. 2007 Long-Term Incentive Plan, as amended as may be further amended or restated from time to time; any other similar stock incentive plans adopted by the Company and approved by its shareholders from time to time; the Atwood Oceanics, Inc. 401(k) Savings Plan, as amended and as may be further amended from time to time; and subject to Section 7 hereof, the Atwood Oceanics, Inc. Retention Plan for Certain Salaried Employees, as may be amended or in place from time to time (the “Retention Plan”), but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the  Executive under such plans, practices, policies and programs as in effect at any time during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, those provided generally at any time after the Change of Control Date to other peer executives of the Company and its affiliated companies.

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(iv)           Welfare Benefit Plans.  The Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, supplemental health, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, those provided generally at any time after the Change of Control Date to other peer executives of the Company and its affiliated companies.

(v)           Executive Life Insurance Plan.  The Company shall continue to maintain the Atwood Oceanics, Inc. Executive Life Insurance Plan, with its associated Salary Continuation Agreement, as may be amended from time to time, or pay to the Executive a lump sum representing the value of all benefits under such plan.

(vi)           Indemnification Arrangements.  Those certain Indemnification Agreements entered into between the Company and certain of its Executives shall remain in full force and effect and the Executive shall remain entitled to all of the benefits and protections afforded thereby.

(vii)           Expenses.  The Executive shall be entitled to receive prompt reimbursement for all reasonable employment expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(viii)           Vacation.  The Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

5.           Termination of Employment.

(a)           Death or Disability.  The Executive’s employment shall terminate automatically upon the Executive’s death during the Post-Change of Control Employment Period.  If the Company determines in good faith that the Disability of the Executive has occurred during the Post-Change of Control Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 13(b) hereof of its intention to terminate the Executive’s employment.  In such event, the Executive’s employment with the Company shall terminate

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effective on the 30th day after receipt of such notice by the Executive (the “Disability Change of Control Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.  For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably).

(b)           Termination by the Company for Cause.  The Company may terminate the Executive’s employment during the Post-Change of Control Employment Period for Cause.  For purposes of this Agreement, “Cause” shall mean (i) a material breach by the Executive of the Executive’s obligations under Section 4(a) (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the Executive’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach, or (ii) the conviction of the Executive of a felony involving moral turpitude.

(c)           Voluntary Termination by Executive for Good Reason; Voluntary Termination by Executive Not for Good Reason.  The Executive’s employment may be terminated during the Post-Change of Control Employment Period by the Executive for (i) Good Reason or (ii) not for Good Reason.  For purposes of this Agreement, “Good Reason” shall mean:

(i)           the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(ii)           any failure by the Company to comply with any of the provisions of Section 4(b), other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii)            the Company’s requiring the Executive to be based at any office or location other than that described in Section 4(a)(i) hereof without the Executive’s consent and reasonable compensation for relocation expenses;

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(iv)           any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

(v)           any failure by the Company to comply with and satisfy Section 12(c) hereof, provided that such successor has received at least ten days, prior written notice from the Company or the Executive of the requirements of Section 12(c) hereof.

For purposes of this Section 5(c), any good faith determination of “Good Reason” made by the Executive shall be conclusive.  The Executive’s employment may be terminated by the Executive for a reason other than for Good Reason pursuant to the terms of this Agreement.

(d)           Notice of Termination.  Any termination of Executive’s employment by the Company or by the Executive shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 13(b).  For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 15 days after the giving of such notice).  The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e)           Date of Termination.  ”Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause or by the Executive, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, and (iii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Change of Control Date, as the case may be.

6.           Obligations of the Company Upon the Occurrence of Certain Events.

(a)           Termination by the Executive for Good Reason or by the Company Other Than for Cause, Death or Disability.  If, during the Post-Change of Change of Control Employment Period, the Company shall terminate the Executive’s employment other than for Cause, Death or Disability or the Executive shall terminate employment for Good Reason:

(i)           the Company shall pay to the Executive in cash the following amounts:

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A.           the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of the highest Annual Bonus that the Executive has received for any fiscal year preceding the current fiscal year and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (3) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the “Accrued Obligations”), such sum to be paid to the Executive within 30 days after the Date of Termination; and

B.           the amount (such amount shall be hereinafter referred to as the “Severance Amount”) equal to the product of (x) the sum of the highest Annual Base Salary and Annual Bonus that the Executive has received for any fiscal year preceding the current fiscal year and (y) a fraction, the numerator of which is the number of days from the Date of Termination through the remainder of the Post-Change of Control Employment Period, and the denominator of which is 365, such sum to be paid to the Executive within ten (10) days following the end of the first six (6) months following the Executive’s Date of Termination; provided, however, that such amount shall be reduced by the present value (determined as provided in Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the “Code”)) of any other amount of severance relating to salary or bonus continuation, if any, to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company to the extent such amounts are for the same categories of payments and are duplicative; and

(ii)           all long term stock incentives, all contributions made by the Company for the account of the Executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses which contain vesting or exercisability provisions or restriction periods conditioned upon or subject to the continued employment of the Executive, shall become fully vested and exercisable and any restriction periods shall terminate to the extent allowed by law and the terms of any plans and arrangements governing same and, where applicable and allowable, the Committee shall take such action to effectuate the foregoing; provided, however, that if any such amount, benefit, or payment cannot become fully vested or a restriction period cannot be early terminated pursuant to such plan or arrangement on account of limitations imposed by law or the terms of such plan or arrangement, the Executive shall be entitled, to the extent permitted by law, to receive from the Company an amount in cash payable within 30 days of the Date of Termination equal to the total amount of benefits or payments which the Executive will have to forfeit pursuant to such plan or arrangement on account of such termination of employment; and

(iii)           for the remainder of the Post-Change of Control Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) if the Executive’s employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies as in effect

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and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, and provided, moreover, that during the period of the first six (6) months following the Executive’s Date of Termination, except in the case of health plan premiums or other medical benefits the payment of which would generally constitute deductible medical expenses under Section 213 of the Code, the Executive’s receipt of such benefits and coverages shall be at the Executive’s cost, paid to the Company by the Executive monthly in cash, and the Company shall reimburse the total amount of such cost paid by the Executive  to him in a single cash payment as soon as administratively feasible following the end of such six-month period; and

(iv)           subject to the provisions of Section 7, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive’s family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive’s family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice of or contract or agreement with the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(b)           Death.  If the Executive’s employment is terminated by reason of the Executive’s death during the Post-Change of Control Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination), (ii) the timely payment or provision of any and all Other Benefits, which under their terms are available in the event of death, and (iii) the obligation to allow the Executive’s family to be eligible to participate in the plans, programs, practices and policies described in Section 4(b)(iv) for such period as provided for therein.

(c)           Disability.  If the Executive’s employment is terminated by reason of the Executive’s Disability during the Post-Change of Control Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination), (ii) the timely payment or provision of any and all Other Benefits, which under their terms are available in the event of a Disability, and (iii) the obligation to allow the Executive and/or the Executive’s family to be eligible to participate in the plans, programs, practices and policies described in Section 4(b)(iv) for such period as provided for therein.

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(d)           Cause; Other than for Good Reason.  If the Executive’s employment shall be terminated for Cause during the Post-Change of Control Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination to the extent theretofore unpaid.  If the Executive terminates employment during the Post-Change of Control Employment Period, other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.  In such case, all Accrued Obligations and Other Benefits (if applicable) shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

7.           Waiver of Rights Under Retention Plan and for Other Severance.  The Executive hereby agrees any and all benefits or payments due to Executive which arise out of or which relate to the Retention Plan, the Executive Retention Agreement between the Executive and the Company dated September 22, 2009, or any other plan, program, policy or practice of or contract or agreement with the Company and its affiliated companies relating to the severance of employment in place from time to time (“Other Severance”), shall be offset against any benefits or payments due and owing hereunder, but only to the extent such payments are for the same categories of payments due hereunder and only to the extent that such payments are duplicative

8.           Non-Exclusivity of Rights.  At any time prior to a Change of Control, and except as provided in Sections 6(a)(iii), 6(b) and 6(c), nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided after such Change of Control by the Company, its affiliated companies, or any successor thereof, and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies.  Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement, but only to the extent such modification hereby is more favorable to the Executive.

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9.           Full Settlement; Resolution of Disputes.

(a)           The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others.  In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as provided in Section 6(a)(iii), such amounts shall not be reduced whether or not the Executive obtains other employment.  The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

(b)           If there shall be any dispute between the Company and the Executive (i) in the event of any termination of the Executive’s employment by the Company for any reason other than Death, or (ii) in the event of any termination of employment by the Executive purportedly for Good Reason, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination by the Company was for Cause or Disability or that the determination by the Executive of the existence of Good Reason was not made in good faith, the Company shall pay all amounts, and provide all benefits, to the Executive and/or the Executive’s family or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 6(a) as though such termination were by the Company without Cause and not for Disability or by the Executive with Good Reason; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this paragraph except upon receipt of an undertaking by or on behalf of the Executive and/or the Executive’s family or other beneficiaries, as the case may be, to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

10.           Maximum Payments.  It is the objective of this Agreement to maximize the Executive’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code.  Therefore, in the event it is determined that any payment or benefit by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including, by example and not by way of limitation, acceleration by the Company or otherwise of the date of vesting or payment or rate of payment under any plan, program or arrangement of the Company, would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company shall first make a calculation under which such payments or benefits provided to the Executive under this Agreement are reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (the “4999 Limit”).  The Company shall then compare (x) the Executive’s Net After-Tax Benefit assuming application of the 4999 Limit with (y) the Executive’s Net After-Tax Benefit without the application of the 4999 Limit and the Executive shall be entitled to the greater of (x) or (y).  “Net After-Tax Benefit” shall mean

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the sum of (i) all payments and benefits which the Executive receives or is then entitled to receive from the Company, less (ii) the amount of federal income taxes payable with respect to the payments and benefits described in (i) above calculated at the maximum marginal income tax rate for each year in which such payments and benefits shall be paid to the Executive (based upon the rate for such year as set forth in the Code at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code.  The determination of whether a payment or benefit constitutes an excess parachute payment shall be made by tax counsel selected by the Company and reasonably acceptable to the Executive.  The costs of obtaining this determination shall be borne by the Company.

For the avoidance of doubt, the Executive shall be responsible for the payment of personal income taxes related to payments due to the Executive under this Agreement.

11.           Confidential Information.    The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement).  After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.  In no event shall an asserted violation of the provisions of this Section 11 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

12.           Successors and Assigns.

(a)           This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b)           This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)           The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

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13.           Miscellaneous.

(a)           This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to principles of conflict of laws.  The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.  This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)           All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:                John R. Irwin

c/o Atwood Oceanics, Inc.

15835 Park Ten Place Drive

Houston, Texas 77084

If to the Company:                Atwood Oceanics, Inc.

15835 Park Ten Place Drive

Houston, Texas 77084

Attn:           James M. Holland

or to such other address as either party shall have furnished to the other in writing in accordance herewith.  Notice and communications shall be effective when actually received by the addressee.

(c)           The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

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(d)           The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e)           The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 5(c)(i)-(v) hereof, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f)           The Executive and the Company acknowledge that, except as specifically provided herein or as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, prior to the Change of Control Date, may be terminated by either the Executive or the Company at any time, for any reason.  Moreover, if prior to the Change of Control Date the Executive’s employment with the Company terminates, then the Executive shall have no further rights under this Agreement.

(g)           The Company and the Executive intend that no provision of this Agreement will result in a payment to Executive, or in a vesting in Executive of, nonqualified deferred compensation under Section 409A of the Code that does not comply with the requirements of Section 409A of the Code.  If any provision of this Agreement can be interpreted or administered either in a way that would provide for a payment to Executive, or a vesting in Executive of, nonqualified deferred compensation under Section 409A of the Code that would not comply with the requirements of Section 409A of the Code or alternatively in a way that would provide for a payment that would not be nonqualified deferred compensation under Section 409A of the Code that would not comply with the requirements of Section 409A of the Code, the latter interpretation or administrative measure or practice shall be adopted in interpreting or administering the Agreement.

IN WITNESS WHEREOF, the Company and the Executive have executed this Executive Agreement in Houston, Texas as of the day and year first written above.

COMPANY:

Atwood Oceanics, Inc.

By:                 /s/ James M. Holland                                               

Name:           James M. Holland

Title:           Senior Vice President and Secretary

EXECUTIVE:

By:           /s/ John R. Irwin                                                     

John R. Irwin

Agreed, Approved and Accepted by the

Compensation and Human Resources Committee

of the Board of Directors of Atwood Oceanics, Inc.

By:                /s/ George S. Dotson                                      

Name:           George S. Dotson

Title:           Chairperson

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EX-10.4

Exhibit 10.4

EXECUTIVE AGREEMENT

THIS EXECUTIVE AGREEMENT (the “Agreement”) is entered into as of the 22nd day of September, 2009 by and between ATWOOD OCEANICS, INC., a Texas corporation (the “Company”), and JAMES M. HOLLAND (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company and the Executive have previously entered into that certain Executive Agreement dated September 18, 2002 (the “Prior Agreement”) and the Company and the Executive desire to terminate the Prior Agreement and to enter into this Agreement effective as of the date hereof;

WHEREAS, it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined in Section 2 below) of the Company; and

WHEREAS, it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control; and

WHEREAS, it is imperative to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations.

NOW, THEREFORE, in order to accomplish these objectives, and in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree that the Prior Agreement is hereby terminated effective immediately prior to the entry into this Agreement and further agree as follows:

1.           Certain Definitions.  The following terms shall have the indicated meanings:

(a)           The “Change of Control Date” shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control occurs.  Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control or (ii) otherwise arose in connection with or anticipation of the Change of Control, then for all purposes of this Agreement the “Change of Control Date” shall mean the date immediately prior to the date of such termination of employment.

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(b)           The “Change of Control Period” shall mean the period commencing on the date hereof and ending on December 31, 2011.

2.           Change of Control.  For the purposes of this Agreement, a “Change of Control” shall mean the occurrence of any one or more of the following:

(a)           The acquisition or formal tender offer by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of the Company or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute a Change of Control:  (i) any acquisition directly from the Company; (ii) any acquisition by the Company or any subsidiary of the Company; (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or

(b)           The Company shall sell substantially all of its assets to another corporation which is not a wholly owned subsidiary; or

(c)           Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

For the purposes of this Agreement, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) promulgated under the Exchange Act.

3.           Post-Change of Control Employment Period.  The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, in accordance with the terms and provisions of this Agreement, for the period commencing on the Change of Control Date and ending on the expiration of one year and six months thereafter (the “Post-Change of Control Employment Period”).

4.           Terms of Employment.  The following terms shall govern the Executive’s employment during the Post-Change of Control Employment Period:

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(a)           Position and Duties.

(i)           During the Post-Change of Control Employment Period, the Executive shall be employed in a bona fide executive position with corresponding authority, duties and responsibilities, and the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control Date or any office which is the headquarters of the Company and is within the Greater Houston Statistical Metropolitan Area.  Notwithstanding anything in the foregoing to the contrary, the Executive may retire from his position as Chief Financial Officer, Senior Vice President and Secretary of the Company at the Company’s request at any time or at Executive’s volition at any time after December 31, 2010, but his employment with the Company may continue at the Company’s request and, in such event, for purposes of this Agreement, the authority, duties and responsibilities of such Executive shall mean those associated with such continued employment immediately following Executive’s retirement from his position as Chief Financial Officer, Senior Vice President and Secretary of the Company.  During the Post-Change of Control Employment Period and in the event that the Executive retires from his position as Chief Financial Officer, Senior Vice President and Secretary of the Company at the Company’s request and his employment with the Company is not continued, the Executive shall be entitled to receive the payments and other benefits due hereunder as if this Agreement were terminated by the Company other than for Cause.

(ii)           During the Post-Change of Control Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.  During the Post-Change of Control Employment Period, it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, and manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement.  It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Change of Control Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Change of Control Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

(b)           Compensation.  During the Post-Change of Control Employment Period, and prior to the termination of the Executive’s employment as described in Section 5 hereof, the Executive shall be entitled to the following items of compensation:

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(i)           Base Salary.  The Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid in equal installments on a semi-monthly basis, at least equal to twelve times the highest monthly base salary paid or payable to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Change of Control Date occurs.  Any discretionary increase in Annual Base Salary during the Post-Change of Control Employment Period shall not serve to limit or reduce any other obligation to the Executive under this Agreement.  Annual Base Salary shall not be reduced after any such increase, and the term “Annual Base Salary” as utilized in this Agreement shall refer to Annual Base Salary as so increased.  As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.  Notwithstanding anything in the foregoing to the contrary, should the Executive retire from his position as Chief Financial Officer, Senior Vice President and Secretary, but his employment with the Company is continued, his Annual Base Salary may be reduced to an amount commensurate with such continued employment with the Company, but may not be reduced thereafter.

(ii)           Annual Bonus.  In addition to Annual Base Salary, the Executive shall be eligible for a bonus (the “Annual Bonus”) on the same basis as other members of senior executive officers of the Company based upon criteria established by the Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”), for each fiscal year ending during the Post-Change of Control Employment Period.  Each Annual Bonus payment shall be made to the Executive at the same time as bonuses are paid to other members of senior executive officers of the Company, but no later than two and one-half months after the end of the fiscal year for which the Annual Bonus is awarded.

(iii)           Incentive, Savings and Retirement Plans.  The Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, including without limitation, the Atwood Oceanics, Inc. 1996 Incentive Equity Plan, as amended and as may be further amended from time to time; the Amended and Restated Atwood Oceanics, Inc. 2001 Stock Incentive Plan, as may be further amended or restated from time to time; Atwood Oceanics, Inc. 2007 Long-Term Incentive Plan, as amended as may be further amended or restated from time to time; any other similar stock incentive plans adopted by the Company and approved by its shareholders from time to time; the Atwood Oceanics, Inc. 401(k) Savings Plan, as amended and as may be further amended from time to time; and subject to Section 7 hereof, the Atwood Oceanics, Inc. Retention Plan for Certain Salaried Employees, as may be amended or in place from time to time (the “Retention Plan”), but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the  Executive under such plans, practices, policies and programs as in effect at any time during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, those provided generally at any time after the Change of Control Date to other peer executives of the Company and its affiliated companies.

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(iv)           Welfare Benefit Plans.  The Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, supplemental health, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, those provided generally at any time after the Change of Control Date to other peer executives of the Company and its affiliated companies.

(v)           Executive Life Insurance Plan.  The Company shall continue to maintain the Atwood Oceanics, Inc. Executive Life Insurance Plan, with its associated Salary Continuation Agreement, as may be amended from time to time, or pay to the Executive a lump sum representing the value of all benefits under such plan.

(vi)           Indemnification Arrangements.  Those certain Indemnification Agreements entered into between the Company and certain of its Executives shall remain in full force and effect and the Executive shall remain entitled to all of the benefits and protections afforded thereby.

(vii)           Expenses.  The Executive shall be entitled to receive prompt reimbursement for all reasonable employment expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(viii)           Vacation.  The Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

5.           Termination of Employment.

(a)           Death or Disability.  The Executive’s employment shall terminate automatically upon the Executive’s death during the Post-Change of Control Employment Period.  If the Company determines in good faith that the Disability of the Executive has occurred during the Post-Change of Control Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 13(b) hereof of its intention to terminate the Executive’s employment.  In such event, the Executive’s employment with the Company shall terminate

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effective on the 30th day after receipt of such notice by the Executive (the “Disability Change of Control Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.  For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably).

(b)           Termination by the Company for Cause.  The Company may terminate the Executive’s employment during the Post-Change of Control Employment Period for Cause.  For purposes of this Agreement, “Cause” shall mean (i) a material breach by the Executive of the Executive’s obligations under Section 4(a) (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the Executive’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach, or (ii) the conviction of the Executive of a felony involving moral turpitude.

(c)           Voluntary Termination by Executive for Good Reason; Voluntary Termination by Executive Not for Good Reason.  The Executive’s employment may be terminated during the Post-Change of Control Employment Period by the Executive for (i) Good Reason or (ii) not for Good Reason.  For purposes of this Agreement, “Good Reason” shall mean:

(i)           the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(ii)           any failure by the Company to comply with any of the provisions of Section 4(b), other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii)            the Company’s requiring the Executive to be based at any office or location other than that described in Section 4(a)(i) hereof without the Executive’s consent and reasonable compensation for relocation expenses;

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(iv)           any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

(v)           any failure by the Company to comply with and satisfy Section 12(c) hereof, provided that such successor has received at least ten days, prior written notice from the Company or the Executive of the requirements of Section 12(c) hereof.

For purposes of this Section 5(c), any good faith determination of “Good Reason” made by the Executive shall be conclusive.  The Executive’s employment may be terminated by the Executive for a reason other than for Good Reason pursuant to the terms of this Agreement.

(d)           Notice of Termination.  Any termination of Executive’s employment by the Company or by the Executive shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 13(b).  For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 15 days after the giving of such notice).  The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e)           Date of Termination.  ”Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause or by the Executive, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, and (iii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Change of Control Date, as the case may be.

6.           Obligations of the Company Upon the Occurrence of Certain Events.

(a)           Termination by the Executive for Good Reason or by the Company Other Than for Cause, Death or Disability.  If, during the Post-Change of Control Employment Period, the Company shall terminate the Executive’s employment other than for Cause, Death or Disability or the Executive shall terminate employment for Good Reason:

(i)           the Company shall pay to the Executive in cash the following amounts:

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A.           the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of the highest Annual Bonus that the Executive has received for any fiscal year preceding the current fiscal year and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (3) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the “Accrued Obligations”), such sum to be paid to the Executive within 30 days after the Date of Termination; and

B.           the amount (such amount shall be hereinafter referred to as the “Severance Amount”) equal to the product of (x) the sum of the highest Annual Base Salary and Annual Bonus that the Executive has received for any fiscal year preceding the current fiscal year and (y) a fraction, the numerator of which is the number of days from the Date of Termination through the remainder of the Post-Change of Control Employment Period, and the denominator of which is 365, such sum to be paid to the Executive within ten (10) days following the end of the first six (6) months following the Executive’s Date of Termination; provided, however, that such amount shall be reduced by the present value (determined as provided in Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the “Code”)) of any other amount of severance relating to salary or bonus continuation, if any, to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company to the extent such amounts are for the same categories of payments and are duplicative; and

(ii)           all long term stock incentives, all contributions made by the Company for the account of the Executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses which contain vesting or exercisability provisions or restriction periods conditioned upon or subject to the continued employment of the Executive, shall become fully vested and exercisable and any restriction periods shall terminate to the extent allowed by law and the terms of any plans and arrangements governing same and, where applicable and allowable, the Committee shall take such action to effectuate the foregoing; provided, however, that if any such amount, benefit, or payment cannot become fully vested or a restriction period cannot be early terminated pursuant to such plan or arrangement on account of limitations imposed by law or the terms of such plan or arrangement, the Executive shall be entitled, to the extent permitted by law, to receive from the Company an amount in cash payable within 30 days of the Date of Termination equal to the total amount of benefits or payments which the Executive will have to forfeit pursuant to such plan or arrangement on account of such termination of employment; and

(iii)           for the remainder of the Post-Change of Control Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) if the Executive’s employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated

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companies and their families; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, and provided, moreover, that during the period of the first six (6) months following the Executive’s Date of Termination, except in the case of health plan premiums or other medical benefits the payment of which would generally constitute deductible medical expenses under Section 213 of the Code, the Executive’s receipt of such benefits and coverages shall be at the Executive’s cost, paid to the Company by the Executive monthly in cash, and the Company shall reimburse the total amount of such cost paid by the Executive  to him in a single cash payment as soon as administratively feasible following the end of such six-month period; and

(iv)           subject to the provisions of Section 7, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive’s family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive’s family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice of or contract or agreement with the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(b)           Death.  If the Executive’s employment is terminated by reason of the Executive’s death during the Post-Change of Control Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination), (ii) the timely payment or provision of any and all Other Benefits, which under their terms are available in the event of death, and (iii) the obligation to allow the Executive’s family to be eligible to participate in the plans, programs, practices and policies described in Section 4(b)(iv) for such period as provided for therein.

(c)           Disability.  If the Executive’s employment is terminated by reason of the Executive’s Disability during the Post-Change of Control Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination), (ii) the timely payment or provision of any and all Other Benefits, which under their terms are available in the event of a Disability, and (iii) the obligation to allow the Executive and/or the Executive’s family to be eligible to participate in the plans, programs, practices and policies described in Section 4(b)(iv) for such period as provided for therein.

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(d)           Cause; Other than for Good Reason.  If the Executive’s employment shall be terminated for Cause during the Post-Change of Control Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination to the extent theretofore unpaid.  If the Executive terminates employment during the Post-Change of Control Employment Period, other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.  In such case, all Accrued Obligations and Other Benefits (if applicable) shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

7.           Waiver of Rights Under Retention Plan and for Other Severance.  The Executive hereby agrees any and all benefits or payments due to Executive which arise out of or which relate to the Retention Plan, the Executive Retention Agreement between the Executive and the Company dated September 22, 2009, or any other plan, program, policy or practice of or contract or agreement with the Company and its affiliated companies relating to the severance of employment in place from time to time (“Other Severance”), shall be offset against any benefits or payments due and owing hereunder, but only to the extent such payments are for the same categories of payments due hereunder and only to the extent that such payments are duplicative

8.           Non-Exclusivity of Rights.  At any time prior to a Change of Control, and except as provided in Sections 6(a)(iii), 6(b) and 6(c), nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided after such Change of Control by the Company, its affiliated companies, or any successor thereof, and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies.  Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement, but only to the extent such modification hereby is more favorable to the Executive.

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9.           Full Settlement; Resolution of Disputes.

(a)           The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others.  In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as provided in Section 6(a)(iii), such amounts shall not be reduced whether or not the Executive obtains other employment.  The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

(b)           If there shall be any dispute between the Company and the Executive (i) in the event of any termination of the Executive’s employment by the Company for any reason other than Death, or (ii) in the event of any termination of employment by the Executive purportedly for Good Reason, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination by the Company was for Cause or Disability or that the determination by the Executive of the existence of Good Reason was not made in good faith, the Company shall pay all amounts, and provide all benefits, to the Executive and/or the Executive’s family or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 6(a) as though such termination were by the Company without Cause and not for Disability or by the Executive with Good Reason; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this paragraph except upon receipt of an undertaking by or on behalf of the Executive and/or the Executive’s family or other beneficiaries, as the case may be, to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

10.           Maximum Payments.  It is the objective of this Agreement to maximize the Executive’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code.  Therefore, in the event it is determined that any payment or benefit by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including, by example and not by way of limitation, acceleration by the Company or otherwise of the date of vesting or payment or rate of payment under any plan, program or arrangement of the Company, would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively

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referred to as the “Excise Tax”), the Company shall first make a calculation under which such payments or benefits provided to the Executive under this Agreement are reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (the “4999 Limit”).  The Company shall then compare (x) the Executive’s Net After-Tax Benefit assuming application of the 4999 Limit with (y) the Executive’s Net After-Tax Benefit without the application of the 4999 Limit and the Executive shall be entitled to the greater of (x) or (y).  “Net After-Tax Benefit” shall mean the sum of (i) all payments and benefits which the Executive receives or is then entitled to receive from the Company, less (ii) the amount of federal income taxes payable with respect to the payments and benefits described in (i) above calculated at the maximum marginal income tax rate for each year in which such payments and benefits shall be paid to the Executive (based upon the rate for such year as set forth in the Code at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code.  The determination of whether a payment or benefit constitutes an excess parachute payment shall be made by tax counsel selected by the Company and reasonably acceptable to the Executive.  The costs of obtaining this determination shall be borne by the Company.

For the avoidance of doubt, the Executive shall be responsible for the payment of personal income taxes related to payments due to the Executive under this Agreement.

11.           Confidential Information.  The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement).  After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.  In no event shall an asserted violation of the provisions of this Section 11 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

12.           Successors and Assigns.

(a)           This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b)           This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)           The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

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13.           Miscellaneous.

(a)           This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to principles of conflict of laws.  The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.  This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)           All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:                James M. Holland

c/o Atwood Oceanics, Inc.

15835 Park Ten Place Drive

Houston, Texas 77084

If to the Company:                Atwood Oceanics, Inc.

15835 Park Ten Place Drive

Houston, Texas 77084

Attn:           John R. Irwin

or to such other address as either party shall have furnished to the other in writing in accordance herewith.  Notice and communications shall be effective when actually received by the addressee.

(c)           The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d)           The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e)           The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 5(c)(i)-(v) hereof, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

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(f)           The Executive and the Company acknowledge that, except as specifically provided herein or as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, prior to the Change of Control Date, may be terminated by either the Executive or the Company at any time, for any reason.  Moreover, if prior to the Change of Control Date the Executive’s employment with the Company terminates, then the Executive shall have no further rights under this Agreement.

(g)           The Company and the Executive intend that no provision of this Agreement will result in a payment to Executive, or in a vesting in Executive of, nonqualified deferred compensation under Section 409A of the Code that does not comply with the requirements of Section 409A of the Code.  If any provision of this Agreement can be interpreted or administered either in a way that would provide for a payment to Executive, or a vesting in Executive of, nonqualified deferred compensation under Section 409A of the Code that would not comply with the requirements of Section 409A of the Code or alternatively in a way that would provide for a payment that would not be nonqualified deferred compensation under Section 409A of the Code that would not comply with the requirements of Section 409A of the Code, the latter interpretation or administrative measure or practice shall be adopted in interpreting or administering the Agreement.

IN WITNESS WHEREOF, the Company and the Executive have executed this Executive Agreement in Houston, Texas as of the day and year first written above.

COMPANY:

Atwood Oceanics, Inc.

By:               /s/ John R. Irwin                                                 

Name:           John R. Irwin

Title:           President

EXECUTIVE:

By:           /s/ James M. Holland                                                     

James M. Holland

Agreed, Approved and Accepted by the

Compensation and Human Resources Committee

of the Board of Directors of Atwood Oceanics, Inc.

By:                /s/ George S. Dotson                                      

Name:           George S. Dotson

Title:           Chairperson

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EX-99.1

Ex 99.1

ATWOOD OCEANICS, INC. ANNOUNCES PLANNED RETIREMENT OF SENIOR EXECUTIVES

Houston, Texas

September 22, 2009

FOR IMMEDIATE RELEASE

ATWOOD OCEANICS, INC., (NYSE: ATW) Houston-based International Drilling Contractor (the “Company”), announced today that John R. Irwin, Chief Executive Officer and President, and James M. Holland, Chief Financial Officer, Senior Vice President and Secretary,plan to retire from the Company with effect from July 31, 2010 and December 31, 2010, respectively, subject to the Company’s confirmation of suitable successors.  In contemplation of their departures from the Company, the Company has entered into an Executive Retention Agreement with each of Messrs. Irwin and Holland to secure their services until their respective dates of planned retirement, providing continuity of management in the interim.  In connection with the foregoing, the Company has entered into new Executive Agreements with each of Messrs. Irwin and Holland to replace the Executive Agreements dated September 18, 2002 for each of Messrs. Irwin and Holland.  At the Company’s request, the executives may retire from their executive positions prior to the expiration of the term, but continue employment with the Company in different capacities pursuant to the terms of the Executive Retention Agreements.  The Nominating and Corporate Governance Committee of the Board of Directors has engaged an executive search firm to assist with evaluation and recruitment of suitable successor candidates.

On behalf of the Company, Hans Helmerich, Chairman of the Board, expressed “the greatest appreciation for the outstanding dedication and hard work of John and Jim during their service to the Company for over 30 years. John, Chief Executive Officer since 1992, and Jim, Chief Financial Officer since 1988, have ably served the Company, and during their tenures the Company has seen extraordinary growth, resulting in historical records of financial performance.”

Statements contained in this report with respect to the future are forward-looking statements.  These statements reflect management’s reasonable judgment with respect to future events.  Forward-looking statements involve risks and uncertainties.  Actual results could differ materially from those anticipated as a result of various factors including: the Company’s dependence on the oil and gas industry; the risks involved in the construction of a rig and commencement of operations of the rig following delivery; competition; operating risks; risks involved in foreign operations; risks associated with possible disruption in operations due to terrorism, acts of piracy, embargoes, war or other military operations; and governmental regulations and environmental matters.  A list of additional risk factors can be found in the Company’s annual report on Form 10-K for the year ended September 30, 2008, filed with the Securities and Exchange Commission.

Contact: Jim Holland

(281) 749-7804