Exhibit 10.4
 
  
  
    1. CONTINUED EMPLOYMENT .
 provided,
however,




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2. DEFINITIONS .
  Bonus Incentive Plan
 Cause




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Change in Control
 Code
 Committee
 Company
 Date of Termination
 Good Reason




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Incentive Compensation
 Notice of Termination




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Stock Incentive Plan
 Target Award
 Total Disability
 3. COMPENSATION DURING DISABILITY .
  4. TREATMENT OF EQUITY UPON A CHANGE IN CONTROL .




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5. COMPENSATION UPON TERMINATION AFTER A CHANGE IN CONTROL .
  (a)
    
    If your employment is terminated for Cause or if you voluntarily terminate your
employment without Good Reason, the Company shall pay your full base salary through the
Date of Termination at the rate in effect at the time Notice of Termination is given
and your Target Award (pro-rated for full months of service during the year in which
your Date of Termination occurs), and the Company shall have no further obligations to
you under this Agreement.(b)
    
    If the Company terminates your employment other than due to death, Total
Disability or for Cause or if you terminate your employment for Good Reason, then the
Company will pay to you in a lump sum on the Date of Termination (subject to paragraph
13 hereof and except as set forth in item (iv) below), the following amounts:
 (i)
    
    (A) your full base salary through the Date of Termination at
the rate in effect at the time Notice of Termination is given and (B) an amount
equal to your Incentive Compensation times a fraction, the numerator of which
is the number of days elapsed in the fiscal year to and including the Date of
Termination and the denominator of which is 365;(ii)
    
    in lieu of any further salary payments to you for periods
subsequent to the Date of Termination, an amount equal to  times (A) your
annual




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base salary plus (B) your Incentive Compensation as of the date of the
Notice of Termination;(iii)
    
    an amount equal to the difference between the amount you are
entitled to receive under the Companys retirement plans in a lump sum upon
termination of employment and the amount you would be entitled to receive in a
lump sum as of the Date of Termination if you had a 100% vested interest in
your accounts on the Date of Termination; and(iv)
    
    the Company shall also pay all legal fees and expenses incurred
by you as a result of such termination (including all such fees and expenses,
if any, incurred in contesting or disputing any such termination or in seeking
to obtain or enforce any right or benefit provided by this Agreement). Any
reimbursement provided hereunder during one calendar year shall not affect the
amount or availability of reimbursements in another calendar year. Any
reimbursement provided hereunder shall be paid no later than the earlier of (i)
the time prescribed under the Companys applicable policies and procedures, or
(ii) the last day of the calendar year following the calendar year in which
your Date of Termination occurs.(v)
    
    in the event that you relocated at the request of the Company
within two years prior to the Date of Termination, the Company hereby agrees in
the event you should desire to relocate back to your point of origin within one
year after the Date of Termination, to apply all terms of its relocation policy
then in effect for internal transfers and to indemnify you in connection with
any loss you may sustain in the sale of your residence. Any reimbursements
provided hereunder shall be only for expenses actually incurred and shall be
made prior to the last day of your second taxable year after your Date of
Termination.
 (c)
    
    Unless you are terminated as a result of death, Total Disability or for Cause,
the Company shall cause you to continue to be covered, without any cost to you in
excess of the cost borne by you prior to the Change in Control, under health, medical
and dental benefits and life insurance comparable to those in effect immediately prior
to the Change in Control including, but not limited to, medical, dental and life
insurance. Such continuation shall (i) also apply to your dependents who would
otherwise be eligible to participate under the terms of such plans and (ii) apply for
two years after the Date of Termination.(d)
    
    Upon your termination of employment for any reason, all country club
memberships, luncheon clubs and other memberships, which the Company was providing for
your use at the time Notice of Termination was given, to the extent possible shall be
transferred to you, at no cost to you (other than taxes), the cost of transfer, if any,
to be borne by the Company.




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(e)
    
    Notwithstanding any contrary provisions in any plan, program or policy of the
Company, if all or any portion of the benefits payable under the Agreement, either
alone or together with other payments and benefits which you receive or are entitled to
receive from the Company, would constitute a parachute payment within the meaning of
Section 280G of the Code, the Company shall reduce the payments and benefits payable to
you under the Agreement to the extent necessary so that no portion thereof shall be
subject to the excise tax imposed by Section 4999 of the Code, but only if, by reason
of such reduction, the net after-tax benefit shall exceed the net after-tax benefit if
such reduction were not made. Net after-tax benefit for these purposes shall mean
the sum of (i) the total amount payable to you under the Agreement, plus (ii) all other
payments and benefits which you receive or are then entitled to receive from the
Company that, alone or in combination with the payments and benefits payable under the
Agreement, would constitute a parachute payment within the meaning of Section 280G of
the Code, less (iii) the amount of federal income taxes payable with respect to the
foregoing calculated at the maximum marginal income tax rate for each year in which the
foregoing shall be paid to you (based upon the rate in effect for such year as set
forth in the Code at the time of the payment under the Agreement), less (iv) the amount
of excise taxes imposed with respect to the payments and benefits described in (i) and
(ii) above by Section 4999 of the Code. Any reduction, pursuant to this paragraph, of
amounts payable to you shall be made in a manner such that you receive the best
economic benefit, and to the extent economically equivalent, such reduction shall be
made on a pro-rata basis among all amounts payable under this Agreement.(f)
    
    If you are a party to an employment agreement with the Company, in the event of
any termination of your employment to which this Agreement would apply by its terms,
you shall have all of the benefits provided under either this Agreement or such other
agreement, whichever one (in its entirety) provides the greater total benefit, but not
under both agreements, and the agreement providing the lower total benefit shall be
superseded in its entirety and shall be of no further force or effect, and neither
party shall have any obligation to the other thereunder.
 6. PAYMENT OBLIGATION ABSOLUTE .




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7. SUCCESSORS, BINDING AGREEMENT .
  8. NOTICE .
  9. MISCELLANEOUS .




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10. VALIDITY .
  11. COUNTERPARTS .
  12. ARBITRATION .
 provided, however,
 13. SECTION 409A .




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Sincerely,Global Industries, Ltd.By:Name:Title:
 
 Name:Title: