exv10w2







Form
of 

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT




     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into
effective as of October 14, 2009 by and between GulfMark Americas, Inc., a Delaware corporation
(the “Company”), and John E. Leech (the “Executive”).



W I T N E S S E T H:




     WHEREAS, the Company and the Executive previously entered into the Employment Agreement (the
“Employment Agreement”) effective as of December 31, 2006 (the “Effective Date”);
and



     WHEREAS, the Company and the Executive desire to amend and restate the Employment Agreement as
set forth in this Agreement; and



     WHEREAS, the Company wishes to assure itself of the continued services of the Executive for
the period provided in this Agreement, and the Executive wishes to serve in the employ of the
Company on the terms and conditions hereinafter provided; and



     WHEREAS, it is in the best interests of the Company and its shareholders to assure that the
Company will have the continued attention and dedication of the Executive to his assigned duties
without distraction in potentially disturbing circumstances arising from the possibility of a
Change of Control (as defined in Section 1 below) of GulfMark Offshore, Inc., a Delaware
corporation (“Parent”), which is the sole shareholder 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
as follows:



     1. Certain Definitions. For the purposes of this Agreement, the following terms shall have
the meanings indicated below:



     “Accrued Obligation” shall mean the sum of (1) the Executive’s Annual Base Salary earned
through the Date of Termination for periods through but not following his Separation From Service
and (2) any accrued vacation pay earned by the Executive, in both cases, to the extent not
theretofore paid.



 









 





     “Benefit Obligation” shall mean all vested benefits to which the Executive is entitled under
the terms of the Company’s employee benefit plans and compensation arrangements in which the
Executive is a participant as of the Date of Termination.



     “Board” shall mean the Board of Directors of Parent.



     “Change of Control” shall mean the occurrence of any one or more of the following:



     (a) Change in Board Composition. Individuals who constitute the members of the Board
as of the date hereof (the “Incumbent Directors”), cease for any reason to constitute at least a
majority of members of the Board; provided that any individual becoming a director of the Parent
subsequent to the date hereof shall be considered an Incumbent Director if such individual’s
appointment, election or nomination was approved by a vote of at least 50% of the Incumbent
Directors; provided further that any such individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the election of members of the
Board or other actual or threatened solicitation of proxies or contests by or on behalf of a
“person” (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)) other than the Board, including by reason of agreement intended to
avoid or settle any such actual or threatened contest or solicitation, shall not be considered an
Incumbent Director;



     (b) Business Combination. Consummation of (i) a reorganization, merger,
consolidation, share exchange or other business combination involving the Parent or any of its
subsidiaries or the disposition of all or substantially all the assets of the Parent, whether in
one or a series of related transactions, or (ii) the acquisition of assets or stock of another
entity by the Parent (either, a “Business Combination”), excluding, however, any Business
Combination pursuant to which: (A) individuals who were the “beneficial owners” (as such term is
defined in Rule 13d-3 under the Exchange Act), respectively, of the then outstanding shares of
common stock of the Parent (the “Outstanding Stock”) and the combined voting power of the then
outstanding securities entitled to vote generally in the election of directors of the Parent (the
“Outstanding Parent Voting Securities”) immediately prior to such Business Combination beneficially
own, upon consummation of such Business Combination, directly or indirectly, more than 50% of the
then outstanding shares of common stock (or similar securities or interests in the case of an
entity other than a corporation) and more than 50% of the combined voting power of the then
outstanding securities (or interests) entitled to vote generally in the election of directors (or
in the selection of any other similar governing body in the case of an entity other than a
corporation) of the Surviving Corporation (as defined below) in substantially the same proportions
as their ownership of the Outstanding Stock and Outstanding Parent Voting Securities, immediately
prior to the consummation of such Business Combination (that is, excluding any outstanding voting
securities of the Surviving Corporation that such beneficial owners hold immediately following the
consummation of the Business Combination as a result of their ownership prior to such consummation
of voting securities of any company or other entity involved in or forming part of such Business
Combination other than the Parent); (B) no person (other than the Parent, any subsidiary of the
Parent, any employee benefit plan of the Parent or any of its subsidiaries or any trustee or other
fiduciary holding securities under an employee benefit plan of the Parent or any subsidiary of the
Parent) or group (as such term is defined in Rule 13d-3 under the Exchange Act) becomes the
beneficial owner of 20% or more of either (x) the then outstanding shares of common stock (or
similar securities or interests in the case of entity



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other than a corporation) of the Surviving Corporation, or (y) the combined voting power of the
then outstanding securities (or interests) entitled to vote generally in the election of directors
(or in the selection of any other similar governing body in the case of an entity other than a
corporation); and (C) individuals who were Incumbent Directors at the time of the execution of the
initial agreement or of the action of the Board providing for such Business Combination constitute
at least a majority of the members of the board of directors (or of any similar governing body in
the case of an entity other than a corporation) of the Surviving Corporation; where for purposes of
this subsection (b), the term “Surviving Corporation” means the entity resulting from a Business
Combination or, if such entity is a direct or indirect subsidiary of another entity, the entity
that is the ultimate parent of the entity resulting from such Business Combination;



     (c) Stock Acquisition. Any person (other than the Parent, any subsidiary of the
Parent, any employee benefit plan of the Parent or any of its subsidiaries or any trustee or other
fiduciary holding securities under an employee benefit plan of the Parent or any subsidiary of the
Parent) or group becomes the beneficial owner of 20% or more of either (x) the Outstanding Stock or
(y) the Outstanding Parent Voting Securities; provided, however, that for purposes of this
subsection (c), no Change of Control shall be deemed to have occurred as a result of any
acquisition directly from the Parent; or



     (d) Liquidation. Approval by the stockholders of the Parent of a complete liquidation
or dissolution of the Parent (or, if no such approval is required, the consummation of such a
liquidation or dissolution).



     “Code” shall mean the Internal Revenue Code of 1986, as amended.



     “Company 401(k) Plan” means the GulfMark Offshore, Inc. 401(k) Plan or any successor plan
established by the Company.



     “Executive Deferred Compensation Plan” means the Nonqualified Excess Plan of GM Offshore, Inc.
or any successor plan established by the Company.



     “Section 409A” shall mean section 409A of the Code and the final Department of Treasury
regulations issued thereunder.



     “Separation From Service” shall have the meaning ascribed to such term in Section 409A.



     “Specified Employee” shall have the meaning ascribed to such term in Section 409A taking into
account any elections made and procedures established in resolutions adopted by the Compensation
Committee of the Board of Directors of the Company.



     2. 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 Effective Date and ending on
December 31, 2007 (the “Term”); provided, however, that on such ending date and on each
anniversary thereafter, the Term of this Agreement shall automatically be extended for one
additional year unless either party shall have given notice at least 120 days prior thereto that
such party does not wish to extend the Term.



     3. Terms of Employment. The following terms shall govern the Executive’s employment during
the Term:



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     (a) Position and Duties.



          (i) During the Term, the Executive shall be employed as Executive Vice President-Operations of
the Company with corresponding authority, duties and responsibilities.




          (ii) During the Term, 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 Term, 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 Effective Date, the continued
conduct of such activities (or the conduct of activities similar in nature and scope thereto)
subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance
of the Executive’s responsibilities to the Company.




     (b) Compensation. During the Term, and prior to the termination of the Executive’s
employment as described in Section 4 or 5 hereof, the Executive shall be entitled to the following
items of compensation:



          (i) Base Salary. During the Term, the Executive shall receive an annual base salary
(“Annual Base Salary”), which shall be paid in equal installments on a semi-monthly basis
(less applicable withholding and salary deductions), of $275,000.00. Any discretionary increase in
Annual Base Salary during the Term 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.




          (ii) Annual Bonus. During the Term, the Executive shall receive, for each fiscal year
of the Company ending during the Term, an annual bonus (the “Annual Bonus”), which shall be
paid in cash within 2-1/2 months after the end of each fiscal year for which the Annual Bonus is
awarded, in an amount to be determined in accordance with the GulfMark Offshore, Inc. Incentive
Compensation Plan (or any applicable successor plan). Any discretionary increase in the Annual
Bonus during the Term shall not serve to limit or reduce any other obligation to the Executive
under this Agreement.




          (iii) Incentive, Savings and Retirement Plans. During the Term, 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.
As used in this Agreement, the term “affiliated companies” shall include any company controlled by,
controlling or under common control with the Company.




          (iv) Welfare Benefit Plans. During the Term, 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 welfare benefit 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




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death and travel accident insurance plans and programs) in accordance with such welfare
benefit plans and welfare benefit programs to the extent applicable generally to other peer
executives of the Company and its affiliated companies.




          (v) Expenses. During the Term, the Executive shall be entitled to receive prompt
reimbursement for all reasonable out-of-pocket employment expenses incurred by the Executive in
accordance with the policies, practices and procedures of the Company and its affiliated companies
in effect with respect to other peer executives of the Company and its affiliated companies. The
amount of such expenses eligible for reimbursement during the Executive’s taxable year shall not
affect such expenses eligible for reimbursement in any other taxable year of the Executive. The
Executive’s right to such reimbursement shall not be subject to liquidation or exchange for another
benefit.




          (vi) Vacation. During the Term, and subject to the following provisions of this
paragraph, the Executive shall be entitled to five (5) weeks paid vacation at the beginning of each
fiscal year of the Company. Such vacations shall be taken at such times as are consistent with the
reasonable business needs of the Company. Up to thirty (30) days of unused vacation time may be
carried forward and used by the Executive in succeeding years.




          (vii) Automobile. During the Term, the Company will provide the Executive with an
automobile (the “Automobile”) for use by the Executive in connection with the performance
of his duties under this Agreement. The Executive may also use the Automobile for reasonable
personal use. The Executive agrees to pay all operating costs of the Automobile, and the Company
agrees to reimburse to the Executive, to cover operating costs of the Automobile related to
non-personal use, 87.5% of the actual operating costs of the Automobile upon the submission by the
Executive to the Company of receipts evidencing such operating costs. The amount of expenses
eligible for reimbursement under this Section 3(b)(vii), or in-kind benefits provided, during the
Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind
benefits to be provided, in any other taxable year of the Executive. The Executive’s right to
reimbursement or in-kind benefits pursuant to this Section 3(b)(vii) shall not be subject to
liquidation or exchange for another benefit.




          (viii) Life Insurance. The Company and the Executive previously entered into a split
dollar life insurance agreement (the “Split-Dollar Life Insurance Agreement”). The
Executive’s benefits under the Split-Dollar Life Insurance Agreement will be determined in
accordance with the terms of the Split-Dollar Life Insurance Agreement.




          (ix) Club Membership. During the Term, the Company will pay all reasonable periodic
dues for membership in one country club or similar club to be selected by the Executive. The
amount of club membership expenses eligible for reimbursement under this Section 3(b)(ix), or to be
paid directly to the club, during the Executive’s taxable year shall not affect such expenses
eligible for reimbursement, or direct payments to the club to be provided, in any other taxable
year of the Executive. The Executive’s right to reimbursement or direct payments to the club
pursuant to this Section 3(b)(ix) shall not be subject to liquidation or exchange for another
benefit.




          (x) Office and Support Staff. During the Term, the Executive shall be entitled to an
office or offices of a size and with furnishings and other appointments, and to secretarial and
other assistance, at least equal to the most favorable of the foregoing provided to other peer
executives of the Company and its affiliated companies.




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          (xi) Benefits Not in Lieu of Compensation. No benefit or perquisite provided to the
Executive shall be deemed to be in lieu of the Executive’s Annual Base Salary, Annual Bonus or
other compensation.




     4. Termination of Employment.



     (a) Death or Disability. The Executive’s employment shall terminate automatically
upon the Executive’s death during the Term. If the Company determines in good faith that the
Disability of the Executive has occurred during the Term (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with Section 17(b)
hereof of its intention to terminate the Executive’s employment. In such event, the Executive’s
employment with the Company shall terminate effective on the 30th day after receipt of such notice
by the Executive (the “Disability 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 Term for Cause. For purposes of this Agreement, “Cause” shall mean
(i) the willful and continued failure by the Executive to substantially perform his duties as an
employee of the Company (other than any such failure resulting from incapacity due to physical or
mental illness), which failure is not cured to the Board’s satisfaction within a reasonable period
after written notice thereof to Executive, (ii) the Executive being convicted of or a plea of nolo
contendere to the charge of a felony (other than a felony involving a traffic violation or as a
result of vicarious liability), (iii) the commission by the Executive of a material act of
dishonesty or breach of trust resulting or intending to result in personal benefit or enrichment to
the Executive at the expense of the Company, or (iv) an unauthorized absence from employment that
is not cured to the Board’s satisfaction within five (5) days after written notice thereof to
Executive. For purposes of this paragraph, no act, or failure to act, on the Executive’s part shall
be considered “willful” unless done, or omitted to be done, by him not in good faith and without
reasonable belief that his action or omission was not in the best interest of the Company.
Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause
unless and until there shall have been delivered to him a copy of a resolution duly adopted by the
affirmative vote of not less than two-thirds (2/3) of the entire authorized membership of the Board
at a meeting of the Board (after reasonable notice and an opportunity for the Executive, together
with counsel, to be heard before the Board) finding that in the good faith opinion of the Board the
Executive was guilty of conduct set forth in clauses (i), (ii), (iii) or (iv) of the second
sentence of this paragraph and specifying the particulars thereof in detail.



     (c) Voluntary Termination by Executive for Good Reason. The Executive’s employment
may be terminated during the Term by the Executive for Good Reason. For purposes of this Agreement,
“Good Reason” shall mean:



          (i) the assignment to the Executive of any position, authority, duties or responsibilities
inconsistent in any respect with the Executive’s position (including status, offices,



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titles and reporting requirements), authority, duties or responsibilities as contemplated by
Section 3(a) or any removal of the Executive from or failure to re-elect the Executive to any of
such positions or any other actions by the Company which results in a diminution in such position,
authority, duties or responsibilities (except in connection with the termination of the Executive’s
employment for Cause, Disability or retirement or as a result of the Executive’s death or by the
Executive other than for Good Reason), 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) a material breach of this Agreement by the Company, provided the Executive gives the
Company written notice of the occurrence of the breach which specifically identifies the manner in
which the Executive believes that the breach has occurred and which is delivered to the Company
within a reasonable period (but in no event more than 30 days) after the Executive has knowledge of
the events asserted to give rise to the breach, and the Company fails to correct such breach within
a reasonable period (but in no event more than 30 days) after receipt of such notice;




          (iii) relocation of the Executive’s primary work location, without the Executive’s consent, to
a location more than 75 miles from the Executive’s primary work location as of the Effective Date;




          (iv) in connection with, as a result of, or within one year following, a Change of Control,
the assignment to the Executive of any duties or responsibilities which are substantially
diminished as compared to the Executive’s duties and responsibilities immediately prior to a Change
of Control or a material change in the Executive’s reporting responsibilities, titles or offices as
an executive and as in effect immediately prior to the Change of Control; or




          (v) in connection with, as a result of, or within one year following, a Change of Control, the
giving of notice to the Executive that the Term shall not be extended.




     For purposes of this Section 4(c), any good faith determination of “Good Reason” made
by the Executive shall be conclusive.



     (d) Termination during a Change in Control Termination Period. For purposes of this
Agreement, “Change in Control Termination Period” means the period beginning on the six (6) month
anniversary of a Change of Control and ending on the twelve (12) month anniversary of such Change
of Control. If the Executive’s employment terminates during a Change in Control Termination Period
due to death or Disability, such termination of employment shall be treated as a termination under
paragraph (a) next above.



     (e) Retirement. The Executive may voluntarily terminate his employment for
Retirement. For purposes of this Agreement, “Retirement” means the Executive’s voluntary
termination of employment with the Company or any affiliated company, other than for Good Reason,
on or after the Executive’s attainment of age 62 and not becoming employed by any person or entity
that is engaged in the same or similar line of business as that of the Company or an affiliated
company as determined in the sole and absolute discretion of the Board of Directors of the Company.



     (f) Notice of Termination. Any termination by the Company for Cause, or by the
Executive for Good Reason or during a Change in Control Termination Period, shall be



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communicated by Notice of Termination to the other party hereto given in accordance with
Section 17(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.



     (g) Date of Termination. “Date of Termination” means (i) if the Executive’s
employment is terminated by the Company for Cause, or by the Executive for Good Reason, or for
Retirement, 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 Date, as the case may be.



     5. Obligations of the Company upon Termination



     (a) Termination by the Executive for Good Reason or by the Company Other Than for Cause,
Death or Disability. Subject to clause (x) of this Section 5(a), if, during the Term and/or
during a Change in Control Termination 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 the Executive will be entitled to the payments and benefits identified in this
Section 5(a).



          (i) The Company shall pay to the Executive, at the times specified in clause (ix), the
following amounts:




               A. the Accrued Obligation;



               B. the Executive’s Annual Base Salary earned through the Date of Termination for a period
following his Separation From Service, to the extent not theretofore paid;



               C. an amount equal to the product of (x) the Annual Bonus paid or payable to the Executive for
the immediately preceding year and (y) 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



               D. an amount equal to 2.0 multiplied by the sum of (1) the Executive’s Annual Base Salary as
in effect immediately prior to such Date of Termination, and (2) the Annual Bonus paid or payable
to the Executive for the immediately preceding fiscal year; provided, however, that such amount
shall be reduced by the present value (determined as



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provided in section 280G(d)(4) of 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.



          (ii) Any or all Stock Options and shares of restricted stock awarded to the Executive under
any plan not previously exercisable and vested shall become fully exercisable and vested.




          (iii) For the remainder of the Term, provided that the Executive’s continued participation is
possible under the general terms and provisions of such plans and programs, the Company shall
continue to provide 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 3(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 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. In the event that the Executive’s participation in any such plan or program
is barred, the Company shall arrange to provide the Executive with benefits substantially similar
to those which he is entitled to receive under such plans and programs. To the extent that the
medical or other welfare benefits provided hereunder are taxable to the Executive, the following
provisions of this Section 5(a)(iii) shall apply to such benefits. With the exception of any
lifetime maximums applicable to medical expenses or medical benefits described in section 105(b) of
the Code, the amount of expenses eligible for reimbursement under this Section 5(a)(iii), or
in-kind benefits provided, during the Executive’s taxable year shall not affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of the
Executive. The Executive’s right to reimbursement or in-kind benefits pursuant to this Section
5(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that
the payments or reimbursements made pursuant to this Section 5(a)(iii) are taxable to the Executive
and are not otherwise exempt from Section 409A, if the Executive is a Specified Employee, any
amounts to which the Executive would otherwise be entitled under this Section 5(a)(iii) during the
first six months following the date of the Executive’s Separation From Service shall be accumulated
and paid to the Executive on the date that is six months following the date of his Separation From
Service.




          (iv) The Executive shall be entitled to use of the Automobile until the earliest to occur of
(x) the date the Executive is employed elsewhere, or (y) six (6) months from the Date of
Termination; provided, however, that during such time period, the Executive shall be solely
responsible for all expenses incurred in the use of the Automobile, including maintaining insurance
of the same types and at the same levels as previously maintained by the Company immediately prior
to the Date of Termination. The amount of expenses eligible for reimbursement under this Section
5(a)(iv), or in-kind benefits provided, during the Executive’s taxable year shall not affect the
expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year
of the Executive. The Executive’s right to reimbursement or in-kind benefits pursuant to this
Section 5(a)(iv) shall not be subject to liquidation or exchange for another benefit.




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          (v) In addition to the benefits to which the Executive is entitled under any retirement plans
or programs in which the Executive participates or any successor plans or programs in effect on the
Date of Termination, the Company shall pay the Executive in one sum in cash at the time specified
in Section 5(a)(ix), an amount equal to the undiscounted value of the employer contributions or
credits the Company would have made to the Company 401(k) Plan and the Executive Deferred
Compensation Plan (including but not limited to matching and base contributions, and not including
elective deferrals by the Executive) on behalf of the Executive had the Executive continued in the
employ of the Company for a period of two years after the Employment Termination Date, assuming for
this purpose that (i) the Executive’s earned compensation per year during that two year period of
time was the Executive’s Annual Base Salary in effect on the Date of Termination; (ii) the
Executive had, during such two year period, made the maximum elective deferrals permitted under the
Company 401(k) Plan, and the contribution, deferral, credit and accrual percentages made under the
Executive Deferred Compensation Plan, by and on behalf of the Executive during the two year period,
were the same percentages in effect on the date of the Change of Control or the Date of
Termination, whichever is more favorable for the Executive; and (iii) the amounts of any legal
limitations on benefits (such as section 401(a)(17) of the Code) are the same amounts as are in
effect under the Code on the Date of Termination.




          (vi) For a period of six (6) months after the Date of Termination, the Company shall promptly
reimburse the Executive for reasonable expenses incurred for outplacement services and/or
counseling.




          (vii) The Executive shall not be permitted to specify the taxable year in which a payment
described in this Section 5(a) shall be made to him.




          (viii) Subject to the provisions of Section 6, the Company shall pay or cause to be paid to
the Executive and/or the Executive’s family the Benefit Obligation at the times specified in and in
accordance with the terms of the applicable employee benefit plans and compensation arrangements.




          (ix) The Company shall pay the Executive the amounts specified in Section 5(a)(i)(A) within
thirty (30) days after the Date of Termination. The Company shall pay or provide to the Executive
the amounts or benefits specified in Section 5(a)(i)(B), Section 5(a)(i)(C), Section 5(a)(i)(D),
and Section 5(a)(v) 30 days following the date of the Executive’s Separation From Service if he is
not a Specified Employee or on the date that is six months following the date of his Separation
From Service if he is a Specified Employee. Notwithstanding the foregoing, to the extent that the
Executive elected under the Nonqualified Excess Plan of GM Offshore, Inc. or any successor plan
(the “Deferred Compensation Plan”) to defer the payment of all or a portion of the amounts
specified in Sections 5(a)(i)(A) and/or 5(a)(i)(B), such applicable amount shall be paid at the
time and the form specified in the Deferred Compensation Plan and the Executive’s deferral
election.




          (x) Notwithstanding anything to the contrary contained herein, except for the payments and
benefits provided for in Sections 5(a)(i)(A) and 5(a)(i)(B), no payments or benefits identified in
this Section 5(a) will be paid or made available to the Executive unless the Executive executes and
delivers to the Company a comprehensive release and waiver agreement in substantially the same form
as that attached hereto as Exhibit A (the “Release”) by the deadline established by the
Company and the Executive does not revoke the Release.




- 10 -









 





     (b) Termination upon Death. If the Executive’s employment is terminated by reason of
the Executive’s death during the Term, this Agreement shall terminate without further obligations
to the Executive’s legal representatives under this Agreement, other than for (i) payment of the
Accrued Obligation (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) and (ii) the timely payment or
provision of any and all Benefit Obligation, which under their terms are available in the event of
death.



     (c) Termination upon Disability. If the Executive’s employment is terminated by
reason of the Executive’s Disability during the Term, this Agreement shall terminate without
further obligations to the Executive, other than for (i) payment of the Accrued Obligation (which
shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination) and
(ii) the timely payment or provision of any and all Benefit Obligation, which under their terms are
available in the event of a Disability.



     (d) Termination for Retirement. Subject to clause (v) of this Section 5(d), if the
Executive’s employment is terminated by reason of Retirement during the Term, the Executive shall
be entitled to the payments and benefits identified in this Section 5(d).



          (i) The Company shall pay to the Executive, at the times specified in clause (iv), the
following amounts:




               A. the Accrued Obligation;



               B. the Executive’s Annual Base Salary earned through the Date of Termination for a period
following his Separation From Service, to the extent not theretofore paid.



          (ii) The Executive shall be entitled to use of the Automobile for a period of six (6) months
from the Date of Termination; provided, however, that during such time period, the Executive shall
be solely responsible for all expenses incurred in the use of the Automobile, including maintaining
insurance of the same types and at the same levels as previously maintained by the Company
immediately prior to the Date of Termination. The amount of expenses eligible for reimbursement
under this Section 5(d)(ii), or in-kind benefits provided, during the Executive’s taxable year
shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in
any other taxable year of the Executive. The Executive’s right to reimbursement or in-kind
benefits pursuant to this Section 5(d)(ii) shall not be subject to liquidation or exchange for
another benefit.




          (iii) Until the Executive becomes eligible for Medicare, provided that the Executive’s
continued participation is possible under the general terms and provisions of the Company’s medical
plans and programs, the Company shall continue to provide medical benefits to the Executive and/or
the Executive’s family at least equal to those which would have been provided to them if the
Executive’s employment had not terminated; provided, however, that if the Executive becomes
reemployed with another employer and is eligible to receive medical benefits under another
employer-provided plan, the medical benefits described herein shall be secondary to those provided
under such other plan during such applicable period of eligibility. In the event that the
Executive’s participation in any such plan or program is barred, the Company shall arrange to
provide the Executive with benefits substantially similar to those which he is entitled to receive
under such plans and programs. To the extent that the medical or other welfare



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benefits provided hereunder are taxable to the Executive, the following provisions of this
Section 5(d)(iii) shall apply to such benefits. With the exception of any lifetime maximums
applicable to medical expenses or medical benefits described in section 105(b) of the Code, the
amount of expenses eligible for reimbursement under this Section 5(d)(iii), or in-kind benefits
provided, during the Executive’s taxable year shall not affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other taxable year of the Executive. The
Executive’s right to reimbursement or in-kind benefits pursuant to this Section 5(d)(iii) shall not
be subject to liquidation or exchange for another benefit. To the extent that the payments or
reimbursements made pursuant to this Section 5(d)(iii) are taxable to the Executive and are not
otherwise exempt from Section 409A, if the Executive is a Specified Employee, any amounts to which
the Executive would otherwise be entitled under this Section 5(d)(iii) during the first six months
following the date of the Executive’s Separation From Service shall be accumulated and paid to the
Executive on the date that is six months following the date of his Separation From Service.




          (iv) The Company shall pay the Executive the amounts specified in Section 5(d)(i)(A) within
thirty (30) days after the Date of Termination. The Company shall pay or provide to the Executive
the amounts or benefits specified in Section 5(d)(i)(B) 30 days following the date of the
Executive’s Separation From Service if he is not a Specified Employee or on the date that is six
months following the date of his Separation From Service if he is a Specified Employee.
Notwithstanding the foregoing, to the extent that the Executive elected under the Deferred
Compensation Plan to defer the payment of all or a portion of the amounts specified in Sections
5(d)(i)(A) and/or 5(d)(i)(B), such applicable amount shall be paid at the time and the form
specified in the Deferred Compensation Plan and the Executive’s deferral election.




          (v) Notwithstanding anything to the contrary contained herein, except for the payments and
benefits provided for in Sections 5(d)(i)(A) and 5(d)(i)(B), no payments or benefits identified in
this Section 5(d) shall be paid or made available to the Executive unless the Executive executes
and delivers to the Company the Release by the deadline established by the Company and the
Executive does not revoke the Release.




     (e) Termination by Company for Cause or by Executive Other than for Good Reason. If
the Executive’s employment shall be terminated by the Company for Cause during the Term, this
Agreement shall terminate without further obligations to the Executive other than for (i) payment
of the Accrued Obligation (which shall be paid to the Executive in a lump sum in cash within 30
days of the Date of Termination and (ii) the timely payment or provision of any and all Benefit
Obligation, which under their terms are available in the event of death. If the Executive
terminates employment during the Term, excluding a termination for Good Reason or Retirement, this
Agreement shall terminate without further obligations to the Executive, other than for payment of
the Accrued Obligation and the timely payment or provision of any and all Benefit Obligation. In
such case, the Accrued Obligation shall be paid to the Executive in a lump sum in cash within 30
days of the Date of Termination.



     6. Waiver of Rights For Other Severance. The Executive hereby agrees any and all benefits or
payments arising out of or relating to any plan, program, policy or practice of or contract or
agreement with the Company and its affiliated companies relating to the severance of employment,
shall be fully offset against any benefits or payments due and owing hereunder.



     7. Non-Exclusivity of Rights. Nothing herein shall limit or otherwise affect such rights as
the Executive may have under any contract or agreement with the Company or any of its



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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.



     8. 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 specifically provided in Section 5, 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). The legal
fees or expenses that are subject to reimbursement pursuant to this Section 8(a) shall not be
limited as a result of when the fees or expenses are incurred. The amount of legal fees or
expenses that is eligible for reimbursement pursuant to this Section 8(a) during a given taxable
year of the Executive shall not affect the amount of expenses eligible for reimbursement in any
other taxable year of the Executive. The right to reimbursement pursuant to this Section 8(a) is
not subject to liquidation or exchange for another benefit. Any amount to which the Executive is
entitled to reimbursement under this Section 8(a) during the first six months following the date of
the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date
that is six months following the date of his Separation From Service. All reimbursements by the
Company under this Section 8(a) shall be paid no later than the earlier of (i) the time periods
described above and (ii) the last day of the Executive’s taxable year next following the taxable
year in which the expense was incurred.



     (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, whether such termination was for
Cause, or (ii) in the event of any termination of employment by the Executive, whether Good Reason
existed, then, unless and until there is a final, nonappealable judgment by a court of competent
jurisdiction declaring that such termination was for Cause or that the determination by the
Executive of the existence of Good Reason was not made in good faith, as the case may be, 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 5 as though such termination were by the Company without Cause 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.



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     9. Certain Additional Payments by the Company.



     (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be
determined that any payment or distribution (i) by the Company or any of its affiliates, (ii) by
the purchaser in a Change of Control transaction or any of its affiliates, or (iii) under any
benefit program or compensation arrangement maintained by the Company or any of its affiliates, or
by the purchaser in a Change of Control transaction or any of its affiliates, 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, but determined without regard to any additional payments required
under this Section 9) (a “Payment”) would be subject to the excise tax imposed by section
4999 of the Code, or any successor provision thereto, or any interest or penalties are incurred by
the Executive 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”), then the
Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an
amount such that after payment by the Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and any Excise Tax imposed upon the Gross-Up
Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed
upon the Payments.



     (b) Subject to the provisions of Section 9(c), all determinations required to be made under
this Section 9, including whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be
made by the Company’s independent certified public accountants (the “Accounting Firm”) which shall
provide detailed supporting calculations both to the Company and the Executive within 15 business
days of the receipt of notice from the Executive that there has been a Payment, or such earlier
time as is requested by the Company. In the event that the Accounting Firm is serving as accountant
or auditor for the individual, entity or group effecting the Change of Control, the Executive shall
appoint another nationally recognized accounting firm to make the determinations required hereunder
(which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and
expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as
determined pursuant to this Section 9, shall be paid by the Company to the Executive within five
days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that
no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion
that failure to report the Excise Tax on the Executive’s applicable federal income tax return would
not result in the imposition of a negligence or similar penalty. Any determination by the
Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty
in the application of section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by
the Company should have been made (“Underpayment”), consistent with the calculations
required to be made hereunder. In the event that the Company exhausts its remedies pursuant to
Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. The
parties intend and agree that the payment deadlines specified above in this Section 9 are not to be
extended as a result of the following sentence which is included solely for the purpose of
complying with



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Section 409A. The Company shall make a payment to reimburse the Executive in an amount equal
to all federal, state and local taxes imposed upon the Executive that are described in this Section
9, including the amount of additional taxes imposed upon the Executive due to the Company’s payment
of the initial taxes on such amounts, by the end of the Executive’s taxable year next following the
Executive’s taxable year in which the Executive remits the related taxes to the taxing authority.
Notwithstanding any provision of this Agreement to the contrary, if the Executive is a Specified
Employee, any amounts to which the Executive would otherwise be entitled under this Section 9
during the first six months following the date of the Executive’s Separation From Service shall be
accumulated and paid to the Executive on the date that is six months following the date of his
Separation From Service.



     (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such
notification shall be given as soon as practicable but no later than ten business days after the
Executive is informed in writing of such claim and shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid. The Executive shall not pay such
claim prior to the expiration of the 30-day period following the date on which it gives such notice
to the Company (or such shorter period ending on the date that any payment of taxes with respect to
such claim is due). If the Company notifies the Executive in writing prior to the expiration of
such period that it desires to contest such claim, the Executive shall:



          (i) give the Company any information reasonably requested by the Company relating to such
claim,




          (ii) take such action in connection with contesting such claim as the Company shall reasonably
request in writing from time to time, including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the Company,




          (iii) cooperate with the Company in good faith in order effectively to contest such claim, and




          (iv) permit the Company to participate in any proceedings relating to such claim;



provided, however, that the Company shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest and shall indemnify and
hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such representation and payment
of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the
Company shall control all proceedings taken in connection with such contest and, at its sole
option, may pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its sole option, either
direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any
permissible manner, and the Executive agrees to prosecute and contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as
the Company shall determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such payment to the
Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect


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thereto) imposed with respect to such advance or with respect to any imputed income with respect to
such advance; and further provided that any extension of the statute of limitations relating to
payment of taxes for the taxable year of the Executive with respect to which such contested amount
is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control
of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable
hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing authority. The Company shall not
direct the Executive to pay such a claim and sue for a refund if, due to the prohibitions of
section 402 of the Sarbanes-Oxley Act of 2002, the Company may not advance the Executive the amount
necessary to pay such claim. The costs and expenses that are subject to be paid pursuant to this
Section 9(c) shall not be limited as a result of when the costs or expenses are incurred. The
amounts of costs or expenses that are eligible for payment pursuant to this Section 9(c) during a
given taxable year of the Executive shall not affect the amount of costs or expenses eligible for
payment in any other taxable year of the Executive. The right to payment of costs and expenses
pursuant to this Section 9(c) is not subject to liquidation or exchange for another benefit. Any
payment due under this Section 9(c) to reimburse the Executive for any taxes shall be made to the
Executive by the Company by the end of the Executive’s taxable year following the Executive’s
taxable year in which the Executive remits the related taxes to the applicable taxing authorities.




     (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to
Section 9(c) hereof, the Executive becomes entitled to receive any refund with respect to such
claim, the Executive shall, subject to the Company’s complying with the requirements of Section
9(c), promptly pay to the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an
amount advanced by the Company pursuant to Section 9(c) hereof, a determination is made that the
Executive shall not be entitled to any refund with respect to such claim and the Company does not
notify the Executive in writing of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then such advance shall be forgiven and shall not
be required to be repaid and the amount of such advance shall offset, to the extent thereof, the
amount of Gross-Up Payment required to be paid.



     10. Disputed Payments And Failures To Pay. If the Company fails to make a payment under this
Agreement in whole or in part as of the payment date specified in this Agreement, either
intentionally or unintentionally, other than with the consent of the Executive, the Company shall
owe the Executive interest on the delayed payment at the applicable Federal rate provided for in
section 7872(f)(2)(A) of the Code if the Executive (i) accepts the portion (if any) of the payment
that the Company is willing to make (unless such acceptance will result in a relinquishment of the
claim to all or part of the remaining amount) and (ii) makes prompt and reasonable good faith
efforts to collect the remaining portion of the payment. Any such interest payments shall become
due and payable effective as of the applicable payment date(s) specified in Section 5 with respect
to the delinquent payment(s) due under Section 5.



     11. Funding. The Executive shall have no right, title, or interest whatsoever in or to any
assets of the Company or any investments which the Company may make to aid it in meeting its
obligations under this Agreement. The Executive’s right to receive payments under this Agreement
shall be no greater than the right of an unsecured general creditor of the Company.



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     12. 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 constitute a basis for
deferring or withholding any amounts otherwise payable to the Executive under this Agreement.



     13. Nonsolicitation; No Tampering. During the Term and, unless the Agreement terminates
pursuant to Section 5(a), through the first anniversary of the expiration thereof, the Executive
shall not (a) solicit, attempt to solicit, request, induce or attempt to influence any distributor
or supplier of goods or services to the Company or its affiliated companies to curtail or cancel
any business they may transact with the Company or its affiliated companies; (b) solicit, attempt
to sell to, request, induce or attempt to influence any customers of the Company or its affiliated
companies or potential customers which have been in contact with the Company or its affiliated
companies to curtail or cancel any business they may transact with any member of the Company or its
affiliated companies; or (c) solicit, attempt to solicit, request, induce or attempt to influence
any employee of the Company or its affiliated companies to terminate his or her employment with the
Company or its affiliated companies.



     14. Remedies. The Executive acknowledges that a remedy at law for any breach or attempted
breach of the Executive’s obligations under Sections 12 and 13 may be inadequate, agrees that the
Company may be entitled to specific performance and injunctive and other equitable remedies in case
of any such breach or attempted breach, and further agrees to waive any requirement for the
securing or posting of any bond in connection with the obtaining of any such injunctive or other
equitable relief. The Company shall have the right to offset against amounts paid to the Executive
pursuant to the terms hereof any amounts from time to time owing by the Executive to the Company.
The termination of the Agreement shall not be deemed a waiver by the Company of any breach by the
Executive of this Agreement or any other obligation owed the Company, and notwithstanding such a
termination the Executive shall be liable for all damages attributable to such a breach.



     15. Compliance With Section 409A. It is intended that this Agreement shall comply with
Section 409A. The provisions of this Agreement shall be interpreted and administered in a manner
that complies with Section 409A.



     16. 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.



- 17 -









 





     (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 expressly assume 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.



     17. 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 E. Leech
	 

	 	13722 Pristine Lake Lane
	 

	 	Cypress, Texas 77429
	 
	 	 
	If to the Company:

	 	GM Offshore, Inc.
	 

	 	10111 Richmond Ave., Suite 340
	 

	 	Houston, Texas 77042





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 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 4(c)(i)-(iii) hereof, shall not be deemed to be a waiver of
such provision or right or any other provision or right of this Agreement.



     18. Prior Employment Agreements Superseded. Upon execution and delivery of this Agreement,
any and all prior employment agreements, if any, between (a) the Company, GulfMark Offshore, Inc.,
GulfMark International, Inc. and its and their affiliates and subsidiaries



- 18 -









 







and (b) the Executive shall be of no further force or effect and this Agreement shall
supersede all such prior agreements, if any.



- 19 -









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	Executive:	 	 
	 
	 	 	 	 	 	 
	 	 	          	 	 
	 	 	 	 	 
	 	 	John E. Leech	 	 
	 
	 	 	 	 	 	 
	 	 	Company:	 	 
	 
	 	 	 	 	 	 
	 	 	GULFMARK AMERICAS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






     The undersigned executes this Agreement to evidence its agreement to guarantee to the
Executive the prompt payment and the prompt performance when due of all obligations and liabilities
of the Company to the Executive arising out of or pursuant to this Agreement, in which event the
undersigned shall have all of the rights of the Company described in this Agreement.



	 	 	 	 	 
	 	GULFMARK OFFSHORE, INC.

 	 
	 	By:  	
 	 
	 	 	Chairman of the Board 	 
	 	 	 	 
	 




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