Exhibit 10.1**SETTLEMENT AGREEMENT****BETWEEN:** **•** **GLOBAL INDUSTRIES Ltd**A limited company incorporated and existing under the laws of the State of Texas (UnitedStates of America), having its registered offices at 11490 Westheimer, Suite 400, Houston,Texas 77077, United States of America, represented by Mr. Peter Atkinson, duly authorizedfor the purposes of this Agreement.Hereinafter referred to as “**GLOBAL**”*of the one part* **•** **VINCI, acting as a substitute to the rights and obligations of the company Groupe GTM**A limited company (*société anonyme*) incorporated and existing under the laws of France witha registered capital of 844 978 890 euros, registered under the number B 552 037 806 in theNanterre Trade and Companies Register, having its registered offices at 1 cours Ferdinand deLesseps, 92500 Rueil-Malmaison, represented by Jean-Luc Pommier duly authorized for thepurposes of this AgreementHereinafter referred to as “**VINCI**” **•** **ACERGY FRANCE, previously named ETPM SA and then STOLT OFFSHORE SA**A limited company (*société anonyme*) incorporated and existing under the laws of France witha registered capital of 16 271 696 euros, registered under the number B 692 007 495 in theNanterre Trade and Companies Register, having its registered offices at 1 Quai MarcelDassault 92150 Suresnes, represented by Jean-Luc Pommier duly authorized for the purposes ofthis AgreementHereinafter referred to as **ACERGY**”*of the one part*Together referred to hereinafter as the “**Parties**” and individually as a “**Party**”.
 

 
**PREAMBLE:**1. GLOBAL, having as its business the construction and installation of deep-water oilexploration facilities, approached, in the course of 1998, Groupe GTM, a companyincorporated in France, to plan the acquisition of ETPM SA (“ETPM”), a subsidiary of GroupeGTM, which was active in the same sector of para-petroleum activity as GLOBAL. 2. On 2 August 1999, a Share Purchase Agreement (the “Agreement”) was signed betweenGLOBAL and Groupe GTM. It provided for a purchase price of 265 million dollars, plus thepurchase of two barges, for a price of 35 million dollars. The payment of the price andthe transfer of ownership of the shares were postponed until a closing date which wasdefined according to the Agreement and subjected, in any event, to the fulfillment ofseveral conditions precedent. 3. After the Agreement was signed, GLOBAL was provided with new information about ETPMfrom which it inferred that the debt situation of ETPM was misrepresented resulting in aninflated contractual price for the acquisition of ETPM. Further events occurred, includingthe communication of a whole package of documents by Groupe GTM on 24 September 1999 andthe capsizing on 2 November 1999 of a ship transporting heavy equipment in the context of asignificant project jointly managed by ETPM, which GLOBAL considered as evidencing (i)Material Adverse Changes within the meaning of the Agreement and, therefore, non-fulfilmentof conditions precedent, and/or (ii) non-performance of contractual obligations, and/or(iii) bad faith. 4. Groupe GTM strongly disagreed with such qualifications, taking the view that (i) noinformation was hidden from GLOBAL and that GLOBAL could rely on sufficient expertise anddocuments prior to the signing of the Agreement to get a full picture of ETPM’s financialsituation, that (ii) no Material Adverse Change took place and that (iii) Groupe GTM andETPM fully complied with their contractual duties. 5. GLOBAL and Groupe GTM then sent notice of termination of the Agreement and Groupe GTMgave GLOBAL notice to pay the contractually agreed liquidated damages (25 million dollars). 6. As a consequence payment of the price and the transfer of ownership of the shares ofETPM have never occurred. 7. ETPM was finally sold in December 1999 by Groupe GTM to STOLT COMEX SEAWAY, which hassince become STOLT, the successor to the rights and obligations of ETPM. 8. It was in these circumstances that, by summons and complaint of 20 December 1999,GLOBAL initiated proceedings against Groupe GTM and ETPM to appear before the CommercialCourt of Paris (*Tribunal de commerce*), seeking damages for the losses it alleged it hadsustained and, by counterclaim introduced in the same proceedings, that Groupe GTM and ETPMasked for payment of both the contractually agreed liquidated damages which they claimedwere due and damages for the additional losses they alleged they had suffered.
 

 
9. In 2000, Groupe GTM was acquired by VINCI, which confirms that it is the successor toany and all rights and obligations of Groupe GTM related to the Agreement and thesubsequent legal proceedings referenced below. 10. By judgment of 19 November 2003 (Case n°2000/0641), the *Tribunal de commerce*of Paris:            “ **•** *ordered GLOBAL INDUSTRIES Ltd to pay to VINCI, successor to the rightsof GTM Group, the amount of 25 000 000 US dollars plus interest at the legalinterest rate as from 25 November 1999,*  **•** *ordered GLOBAL INDUSTRIES Ltd to pay VINCI, successor to the rights ofGTM Group, the difference, if positive, between the counter-value in Euros of theamount of 25 000 000 US dollars on 25 November 1999 and that on the date ofpayment,*  **•** *ordered the interim enforcement of this judgment,*  **•** *ordered GLOBAL INDUSTRIES Ltd, to pay to VINCI, successor to the rightsof GTM Group, and to STOLT OFFSHORE SA, formerly ETPM, the amount of 150 000 euroseach on the basis of Article 700 of the Nouveau Code de Procédure Civile,*  **•** *declared that the parties are ill-founded in any other, broader orcontrary claims, and dismissed them,*  **•** *ordered GLOBAL INDUSTRIES Ltd to be liable for all costs (...)*            “11. GLOBAL appealed this judgment and, by decision of 24 May 2005 (Case n°04/00865), theCourt of Appeals of Paris:            “ **•** *upheld the first-level decision under appeal,*  **•** *dismissed Vinci and Stolt Offshore’s claim in damages,*  **•** *ordered Global to pay each of them the total amount of 150 000 euros and all costs.*            “12. GLOBAL appealed the decision of the Court of Appeal of Paris before the French SupremeCourt (*Cour de cassation*) (Appeal n° B 05-20192). The proceedings are pending before thisCourt. 13. VINCI et ACERGY have, for their part, initiated an action on 27 July 2005 before theUnited States District Court for the Eastern District of Louisiana (Case n° 05-3251, “*VINCESA*, *substituted in the rights of Groupe GTM, and Stolt Offshore SA, previously called ETPM,versus GLOBAL Industries Ltd”*) in order to obtain the recognition and enforcement in theUntied States of America of the judicial decisions rendered by the French courts.
 

 
14. On 23 December 2005, GLOBAL filed a counterclaim against VINCE and STOLT (renamedACERGY) in the US proceedings, seeking rescission of the Agreement, a declaration of thefailure of conditions precedent to its performance, and damages. 15. This is in those circumstances that the Parties entered discussions with a view toobtaining an amicable and final settlement to their dispute in return for reciprocalconcessions.**IT IS THEREFORE HEREBY AGREED THE FOLLOWING:****ARTICLE 1: PURPOSE OF THE AGREEMENT**The purpose of the present Agreement is: (iii) to settle, dismiss and put a final end to the dispute existing between the Parties andto any pending proceedings, between GLOBAL, of the one part, and VINCI and ACERGY, of theother part;  (iv) to prevent, any subsequent disputes relating to the execution of the Agreement,including the events leading to its execution and those relating to its non-performance andthe facts described in the Preamble of this Agreement, each Party agreeing to waiveirrevocably and on a permanent basis all and any claims whatsoever that they have againsteach other.**ARTICLE 2: SETTLEMENT AND RELEASE OF CLAIMS**In full and complete settlement of all claims relating to the execution of the Agreement and thesubsequent non-performance of the Agreement, including all claims asserted in the proceedingsreferenced in Paragraphs 8 through 14 of the Preamble, GLOBAL, VINCI and ACERGY hereby mutually andirrevocably agree to release, waive and extinguish any rights, claims or causes of action they haveor may have against each other relating in any way to the execution and non-performance of theAgreement, and agree to dismiss irrevocably the pending legal proceedings referenced in Paragraphs12, 13 and 14 of the Preamble, for the mutual consideration and releases contained in thisSettlement Agreement.The Parties understand and agree that this Agreement is a compromise of competing claims that havenot been finally adjudicated, and by entering this Agreement, none of the Parties admits toliability for any of the claims that have been asserted in the proceedings referenced in Paragraphs8 through 14 of the Preamble hereto.**ARTICLE 3: INDEMNITIES**In order to achieve the purpose stated in Article 1 above, and as compensation following reciprocalconcessions, GLOBAL shall pay to VINCI, which payment it accepts, a final transactional net lumpsum of seventeen million five hundred thousand euros (€17,500,000.00).It is expressly agreed between the Parties that VINCI, which has borne both for itself and forACERGY all the fees and expenses, costs, disbursements and other outlays in respect of theproceedings referenced in Paragraphs 8 through 14 of the Preamble hereto, shall be the solebeneficiary of the above transactional sum.
 

 
It is also hereby expressly agreed between the Parties that the payment by GLOBAL to VINCI is infull and final settlement, and covers including but not limited to all of the damages in principal,interest, expenses, costs, disbursements and fees, due or which may become due, in respect of thejudicial proceedings referred to in the Preamble.**ARTICLE 4: CONDITIONS OF PERFORMANCE**Global shall pay to VINCI the amount provided for in Article 3 above by proceeding to aninternational bank transfer on the following account of VINCI:     — Holder: **VINCI**— Bank: **BNP PARIBAS**(BNPPARB LA DEFENSE ENTR -01328)— Account number: **00010476102**— IBAN: **FR76 3000 4013 2800 0104 7610 204**— BIC (Bank Identification Code): **BNPAFRPPPTX**The Parties undertake to complete within ten (10) days of receipt of payment by VINCI all relevantsteps to have the proceedings referenced in Paragraphs 12 through 14, and all claims thereunder,withdrawn as agreed herein and to accept in reciprocal fashion such withdrawals.**ARTICLE 5: COSTS AND FEES**As stipulated under Article 3 of the present Agreement, GLOBAL and VINCI shall bear their own costsand expenses, attorney fees, *avoué*fees and Court costs relating to the proceedings referenced inthe Preamble hereto as well as all the fees and costs related to the drafting of this Agreement,without any possible recourse of one Party against the other in this regard. It is expresslyagreed between the Parties that VINCI has borne and shall bear both for itself and for ACERGY allabove costs and expenses, as well as all the fees and costs related to the drafting of thisAgreement.**ARTICLE 6: BINDING NATURE OF THE SETTLEMENT**This present constitutes a final and irrevocable settlement agreement pursuant to the terms ofArticles 2044 *et seq.*of the French Civil Code, and definitively settles between the Parties theconsequences of their dispute as described in the Preamble above.The present Agreement shall therefore, pursuant to the provisions of Article 2052 of the FrenchCivil Code, as between the parties thereto, be deemed to be a judgment of last resort and may notbe challenged by reason of error of law or by reason of insufficient consideration.Provided that the provisions enclosed in the present Agreement are complied with and that theamount referred to in Article 3 is collected by VINCI, the Parties expressly agree that they haveno further claim against each other.The present Agreement produces its effects worldwide.**ARTICLES 7: APPENDIX**A non-literal translation of this Agreement, agreed between the Parties and designed to facilitateperformance hereof in the American courts, is attached at Appendix 1.
 

 
It is expressly agreed by the Parties that in the event of conflict between the terms hereof andthose of such translation, the French-language version shall prevail.**ARTICLE 8: CONFIDENTIALITY**The Parties hereby undertake to maintain strict confidentiality with respect to the presentAgreement as well as with respect to the contents of the same and to the negotiations which led toits execution, except for the right of the Parties to rely on the present Agreement in judicialproceedings to request the enforcement of its terms or to seek remedy for its breach or ifexpressly required by any relevant tax administration or provided that a party may disclose thisAgreement or the terms thereof if (i) based on the advice of its outside legal counsel suchdisclosure is necessary to avoid committing a violation of any law, rule or regulation, includingany applicable rules or regulations of any securities association, stock exchange or nationalsecurities quotation system and (ii) the disclosing Party provides advance notice to the otherParty of the proposed disclosure and cooperates in good faith with respect to the timing, mannerand content of such disclosure (to the extent consistent with its obligation to make disclosure).**ARTICLE 9: LAW AND JURISDICTION**The present Agreement is governed by French law.All disputes relating to the interpretation and/or the performance of the present Agreement shallbe submitted to the sole jurisdiction of the Commercial Court of Paris (*Tribunal de commerce deParis*).In Paris on            June 2006In three (3) copiesOf which one for each Party               GLOBAL VINCI ACERGY     Mr [...]* Mr [...]* Mr [...]* * Initial each page of the Agreement and handwrite the following: “*Bon pour accord tranactionnel,désistement d’instance er d’action”*prior to signing.