exv10w5



 





Exhibit 10.5




EMPLOYEE MATTERS AGREEMENT




     This Employee Matters Agreement (the “Agreement”), dated as of December 14, 2006, is
between Helix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”), and Cal Dive
International, Inc., a Delaware corporation and wholly owned subsidiary of Helix (“Cal
Dive”).



RECITALS




     WHEREAS, Helix and Cal Dive currently contemplate that Cal Dive will make an initial public
offering (“IPO”) of shares of Cal Dive common stock pursuant to a registration statement on
Form S-1 filed pursuant to the Securities Act of 1933, as amended; and



     WHEREAS, in contemplation of the IPO, Helix and Cal Dive desire to enter into the Agreement to
provide for the allocation between them of the liabilities for employee benefits arising prior to,
as a result of and subsequent to the IPO, and to provide for and agree upon other personnel
matters;



     NOW, THEREFORE, in consideration of the mutual agreements contained herein and in the Master
Agreement, the parties hereto agree as follows:



ARTICLE 1

DEFINITIONS




     As used in the Agreement, the following terms shall have the meanings set forth below. Any
capitalized term used in the Agreement that is not defined in the Agreement shall have the meaning
set forth in the Master Agreement.



     1.1 “Cal Dive Employee” means an employee of a Cal Dive Entity, including any
Transferred Employee, and any former employee of a Cal Dive Entity or a Helix Entity who devoted a
significant portion of his or her time to Cal Dive’s business.



     1.2 “Cal Dive Entity” means Cal Dive, any subsidiary of Cal Dive, and any predecessor
entity of such subsidiary.



     1.3 “Cal Dive Welfare Plan” means any “employee welfare benefit plan” as defined in
Section 3(1) of ERISA (whether or not the program is subject to ERISA) that is maintained by a Cal
Dive Entity.



     1.4 “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as
codified at Part 6 of Subtitle B of Title I of ERISA and at section 4980B of the Code.



     1.5 “Code” means the Internal Revenue Code of 1986, as amended.



     1.6 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



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     1.7 “Helix Entity” means Helix and any subsidiary of Helix which, before the IPO
Closing Date shall include the Cal Dive Entities and, from and after the IPO Closing Date, will
include no Cal Dive Entities.



     1.8 “Helix Welfare Plan” means the Group Protection for Employees of Helix Energy
Solutions Group, Inc., the Helix Energy Solutions Group, Inc. Long Term Disability Plan, and any
other “employee welfare benefit plan” as defined in Section 3(1) of ERISA (whether or not the
program is subject to ERISA) that is maintained by a Helix Entity.



     1.9 “IPO” shall have the meaning specified in the recitals to the Agreement.



     1.10 “IPO Closing Date” means the first date on which the proceeds of any sale of Cal
Dive stock to the underwriters in the IPO are received by Helix or any Helix Entity.



     1.11 “Master Agreement” means that certain Master Agreement dated December 8, 2006,
as amended from time to time, between Helix and Cal Dive, to which the Agreement is attached as an
exhibit.



     1.12 “Plan,” when immediately preceded by “Helix,” means any “employee benefit plan”
within the meaning of Section 3(3) of ERISA and any other plan, policy, program, payroll practice,
on-going arrangement, contract, trust, insurance policy or other agreement or funding vehicle, as
amended from time to time, for which the eligible class(es) of participants include employees or
former employees of Helix or a Helix Entity, and, when immediately preceded by “Cal Dive,” means
any “employee benefit plan” within the meaning of Section 3(3) of ERISA and any other plan,
policy, program, payroll practice, on-going arrangement, contract, trust, insurance policy or
other agreement or funding vehicle, to the extent amended from time to time, for which the
eligible class(es) of participants are limited to employees or former employees of Cal Dive or a
Cal Dive Entity, but no other Helix Entity.



     1.13 “Transferred Employee” means a Cal Dive Employee described as such in
Section 2.2(a) of the Agreement.



ARTICLE 2

GENERAL




     2.1 Assumption/Retention of Liabilities. Except as otherwise explicitly and
specifically provided in the Agreement, effective as of the IPO Closing Date, Cal Dive shall
assume or retain, as the case may be, and pay, perform, fulfill and discharge any and all
liabilities or obligations relating to the employment or termination of employment of any current
or former Cal Dive Employee (as well as any individual who is or was an independent contractor,
temporary employee, temporary service worker, consultant, freelance worker, agency employee,
leased employee, on-call worker, or who performs or performed services in any other form of
non-employee classification), and their dependents and beneficiaries, regardless of when incurred.
No provision in the Agreement relating to Cal Dive’s responsibility with respect to any specific
liabilities or obligations described in the preceding sentence will limit the generality of the preceding sentence with respect to, or otherwise be
construed to relieve Cal Dive from, the assumption or retention of any other liabilities or
obligations described in the preceding sentence.



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     2.2 Employment Status of Cal Dive Employees.



          (a) Transferred Employees. Except as otherwise provided in the Agreement, any
individual who, immediately prior to the IPO Closing Date, is listed on the applicable payroll
records of Cal Dive or Helix as an employee of a Cal Dive Entity, whether such individual is
actively at work or absent from work due to vacation, illness, or any other authorized paid or
unpaid leave, will continue to be an employee of such Cal Dive Entity immediately after the IPO
Closing Date on the same terms and conditions as in effect immediately before the IPO Closing
Date. Any individual described in the preceding sentence is considered a “Transferred
Employee” for purposes of the Agreement, effective on the IPO Closing Date.




          (b) No Cal Dive Severance Event. No Transferred Employee will be entitled to receive
termination or severance payments or benefits from Helix or any other entity which, immediately
following the IPO Closing Date, is a Helix Entity as a result of the IPO or any related
circumstance. Cal Dive shall be responsible for the satisfaction of any termination or severance
obligations owed with respect to Transferred Employees and any former Cal Dive Employees, whether
arising before, on or after the IPO Closing Date.




     2.3 Termination of Participation in Helix Plans. Except as otherwise specified in
the Agreement, each Cal Dive Entity that is a participating employer in a Helix Plan shall cease
to be a participating employer in such Helix Plan at the close of business on the day before the
IPO Closing Date or at such earlier time as Helix, in its discretion, may direct.



     2.4 Recognition of Service. Except as otherwise provided in the Agreement, Cal Dive
will cause each Cal Dive Plan to grant full credit to each eligible Transferred Employee for the
period of such Transferred Employee’s service with the Cal Dive Entities and Helix Entities
(including, where applicable, service with a predecessor employer credited by a corresponding
Helix Plan). Helix service may be disregarded (a) under a new Cal Dive Plan adopted after the IPO
Closing Date if such Cal Dive Plan is not a successor or replacement plan, and (b) under any Cal
Dive Plan if and to the extent credit for such service would result in the duplication of
benefits.



ARTICLE 3

WELFARE PLANS




     3.1 Welfare Plan Participation and Liabilities.



          (a) Termination of Group Welfare Plan Participation. On or prior to January 1, 2007,
each of the Cal Dive Entities shall cease to be a participating employer, and all Transferred
Employees (and their dependents and beneficiaries) will cease to be active participants, in any
Helix Welfare Plan. Cal Dive will promptly pay or reimburse Helix for any medical or other
welfare benefit expenses, premiums or other costs under the Helix Welfare Plans relating to coverage of current and former Cal Dive Employees (and their dependents and
beneficiaries).




          (b) Allocation of Liabilities. Except as otherwise provided in the Agreement, (1)
Cal Dive shall be responsible for the payment of welfare benefits liabilities and expenses




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incurred with respect to current and former Cal Dive Employees and their dependents and
beneficiaries whether incurred prior to or after the IPO; and (2) no Helix Entity shall have any
responsibility for the payment of welfare benefits with respect to liabilities and expenses
incurred by any such persons before or after the IPO. Nothing contained in this subsection is
intended to affect the rights of any current or former Cal Dive Employee or any of their covered
dependents and beneficiaries to receive insurance benefits payable under and in accordance with
the provisions of an insurance policy maintained as part of a Helix Welfare Plan.




          (c) Cal Dive Group Health Plan, COBRA. Effective on or prior to January 1, 2007, Cal
Dive will adopt and cause to have in place a group health plan for the benefit of Transferred
Employees and their eligible dependents. Cal Dive shall assume sole responsibility for providing
COBRA group health plan continuation coverage to any former Cal Dive Employees (and their covered
dependents) who, on the IPO Closing Date, are receiving or are entitled to receive COBRA
continuation coverage by reason of a qualifying event occurring at or before such time. Cal Dive
shall also have the sole responsibility for providing COBRA group health plan continuation
coverage to any Transferred Employees (and their covered dependents) who incur qualifying events
after the IPO Closing Date. Helix shall have no responsibility for, and shall be entitled to
indemnification by Cal Dive with respect to, any COBRA obligations to current or former Cal Dive
Employees (and their covered dependents) for which Cal Dive is responsible, whether by operation
of law or in accordance with the terms of the Agreement (including, without limitation, this
Section 3.1(c)).




     3.2 Cafeteria Plan. On or prior to January 1, 2007, the portion of the Helix Energy
Solutions Group, Inc. Flexible Benefits Plan (the “Helix Cafeteria Plan”) benefiting the
Transferred Employees shall be spun off into a separate premium only cafeteria plan sponsored by
Cal Dive (the “Cal Dive Cafeteria Plan”).



     3.3 Helix Assets. Helix shall retain all claim reserves, bank accounts, trust funds
or other balances maintained as part of or in connection with the Helix Welfare Plans.



     3.4 Credit for Amounts Paid. In administering the Cal Dive Welfare Plans for the
calendar year in which the IPO occurs, Cal Dive shall credit participating Transferred Employees
with any amounts paid by them under the corresponding Helix Welfare Plans toward satisfaction of
applicable deductibles, co-payments, coinsurance and out-of-pocket maximums.



ARTICLE 4

COMPENSATION MATTERS

AND NON-ERISA BENEFIT ARRANGEMENTS




     4.1  Assumption of Individual Agreements. Effective on the IPO Closing Date, Cal
Dive will assume and/or be responsible for satisfying any and all obligations and liabilities
(fixed or contingent) of Helix or any Helix Entity incurred or arising under or in connection
with any individual employment, retention, separation, consulting, representation or other
personal services-related agreements (together with any ancillary trust or other agreements) made
directly or indirectly with or for the benefit of (a) any Transferred Employees, or (b) other
individuals or personal service entities in connection with the business of any Cal Dive Entity;



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provided, however, that, following the IPO Closing Date, Helix and the other Helix Entities shall
retain any rights which it or any of them would have had following the termination of any such
agreement, determined as if the agreement terminated immediately prior to the IPO, except to the
extent that the exercise of such rights by Helix and the other Helix Entities following the IPO
Closing Date would adversely affect the rights of any Cal Dive Entity under such agreement. Cal
Dive shall indemnify Helix and the Helix Entities and their affiliates and hold them and each of
them harmless from, against and with respect to any claim, liability or expense asserted or
imposed against it or any of them under or in connection with any of the agreements described in
the first sentence of this Section 4.1.




     4.2 Stock Incentive Plans.



          (a) Stockholder Approval of Long-Term Incentive Plan. Prior to the IPO Closing Date,
Helix shall cause Cal Dive to adopt and, as Cal Dive’s sole stockholder, Helix shall approve the
adoption of a 2006 Long-Term Incentive Plan for eligible employees and directors of Cal Dive
Entities, with terms and conditions substantially similar to the terms and conditions of the Helix
Energy Solutions Group, Inc. 2005 Long-Term Incentive Plan.




          (b) Outstanding Helix Stock Options. Except as specified herein, stock options
granted to Transferred Employees under the Helix Energy Solutions Group, Inc. 2005 Long-Term
Incentive Plan and the 1995 Long Term Incentive Plan of Helix Energy Solutions Group, Inc. (the
“Helix Stock Incentive Plans”) will continue under their present terms and the terms of
the plans under which they were granted and shall be exercisable for shares of common stock of
Helix. Under the terms of the Helix Stock Incentive Plans, upon the Trigger Date the Transferred
Employees shall be deemed to have terminated employment for all purposes of the Helix Stock
Incentive Plans. Notwithstanding such provisions, the parties hereby agree that upon the Trigger
Date (a) the vesting of all unvested stock options granted to Transferred Employees under the
Helix Stock Incentive Plans and outstanding as of the Trigger Date shall be accelerated and such
stock options shall become fully vested on the Trigger Date and (b) all stock options granted to
Transferred Employees under the Helix Stock Incentive Plans and outstanding as of the Trigger Date
shall remain exercisable until the earlier of (1) the expiration of the general term of the option
or (2) the later of (i) December 31 of the calendar year in which the Trigger Date occurs, or (ii)
the 15th day of the third month after the expiration of the 60-day period commencing on
the Trigger Date. If, prior to the lapse or forfeiture of a stock option granted to a Transferred
Employee under a Helix Stock Incentive Plan the Department of Treasury issues guidance in which it
expressly takes the position that a stock option that would have otherwise expired early due to
termination of employment may remain exercisable for its general term without being subject to
section 409A of the Code, Helix shall take such actions as are necessary to amend such stock
option granted to a Transferred Employee under a Helix Stock Incentive Plans to specify that such
stock option will remain exercisable in accordance with its original provisions except that
employment with a Cal Dive Entity shall be treated in the same manner as if it were employment
with a Helix Entity. In consideration of the foregoing agreements in this Section 4.2(b), following the Trigger Date,
Cal Dive shall pay to Helix monthly service fees (“Stock Option Service Fees”). The Stock
Option Service Fee for a month shall be an amount equal to the sum of (x) the aggregate third
party costs incurred by Helix during the month in connection with the administration of the stock
options granted to Transferred Employees under the Helix Stock Incentive Plans and (y)




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the total costs and expenses recognized, accrued or otherwise incurred by Helix during the month for
financial accounting purposes with respect to the stock options granted to Transferred Employees
under the Helix Stock Incentive Plans and/or the agreements contained in the foregoing provisions
of this Section 4.2(b) (the costs and expenses described in this clause (y) are referred to herein
as the “Stock Option Accounting Costs and Expenses”). Helix’s determination concerning any amount
of the Stock Option Accounting Costs and Expenses shall be binding on the parties hereto. The
Stock Option Service Fees will be charged to Cal Dive on a monthly basis. Cal Dive shall pay to
Helix the Stock Option Service Fee for a month within 15 days after Cal Dive receives written
notification of the amount of the Stock Option Service Fee due for the month. Notwithstanding the
foregoing, each calendar year Cal Dive may, in its discretion, elect to pay the aggregate Stock
Option Service Fees for the calendar year in a single sum within 15 days after Cal Dive receives
written notification of the amount of the aggregate Stock Option Service Fees for the calendar
year.




          (c) Outstanding Helix Restricted Stock Awards. Except as specified herein,
restricted stock awards granted to Transferred Employees under the Helix Stock Incentive Plans
will continue under their present terms and the terms of the plans under which they were granted.
For purposes of vesting of such restricted stock awards, employment with a Cal Dive Entity shall
be treated in the same manner as if it were employment with Helix. In consideration of the
foregoing agreements in this Section 4.2(c), following the Trigger Date, Cal Dive shall pay to
Helix monthly service fees (“Restricted Stock Service Fees”). The Restricted Stock
Service Fee for a month shall be an amount equal to the sum of (x) the aggregate third party costs
incurred by Helix during the month in connection with the administration of the restricted stock
awards granted to Transferred Employees under the Helix Stock Incentive Plans and (y) the total
costs and expenses recognized, accrued or otherwise incurred by Helix during the month for
financial accounting purposes with respect to the restricted stock awards granted to Transferred
Employees under the Helix Stock Incentive Plans and/or the agreements contained in the foregoing
provisions of this Section 4.2(c) (the costs and expenses described in this clause (y) are
referred to herein as the “Restricted Stock Accounting Costs and Expenses”). Helix’s determination
concerning the amount of the Restricted Stock Accounting Costs and Expenses shall be binding on
the parties hereto. The Restricted Stock Service Fees will be charged to Cal Dive on a monthly
basis. Cal Dive shall pay to Helix the Restricted Stock Service Fee for a month within 15 days
after Cal Dive receives written notification of the amount of the Restricted Stock Service Fee due
for the month. Notwithstanding the foregoing, each calendar year Cal Dive may, in its discretion,
elect to pay the aggregate Restricted Stock Service Fees for the calendar year in a single sum
within 15 days after Cal Dive receives written notification of the amount of the aggregate
Restricted Stock Service Fees for the calendar year.




     4.3 Stock Purchase Plans. 



          (a) Helix Employee Stock Purchase Plan. Transferred Employees will continue to
participate in the Helix Energy Solutions Group, Inc. 1998 Employee Stock Purchase Plan (the
“Helix Stock Purchase Plan”) through the end of the offering period that ends on June 30, 2007.
Cal Dive shall pay to Helix, within five days following the close of such offering period, the
fair market value of the shares of Helix’s common stock purchased under the Helix Stock Purchase
Plan during the offering period. For this purpose, the fair




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market value of a share of Helix common stock shall be the closing price of Helix stock on the New York Stock Exchange on the last
trading day prior to July 1, 2007.




          (b) Stockholder Approval of Cal Dive Stock Purchase Plan. Prior to the IPO Closing
Date, Helix shall cause Cal Dive to adopt and, as Cal Dive’s sole stockholder, Helix shall approve
the adoption of the Cal Dive Employee Stock Purchase Plan, for eligible Cal Dive employees, with
terms and conditions substantially similar to the terms and conditions of the Helix Energy
Solutions Group, Inc. 1998 Employee Stock Purchase Plan.




     4.4 Annual Incentive Compensation.



          (a) Helix Plan for 2006. Cal Dive shall assume all liabilities with respect to the
payment of annual incentive awards to Cal Dive Employees for the calendar year in which the IPO
occurs, subject to the terms and provisions of the applicable incentive plan.




          (b) New Cal Dive Plan. Following the IPO Closing Date, Cal Dive may adopt an annual
performance-based incentive plan for the benefit of designated executive officers and other key
employees, on such terms and conditions as Cal Dive may determine. 




     4.5 Workers’ Compensation. Except as otherwise specifically provided herein, Cal
Dive shall be solely responsible for all claims for workers’ compensation reported by a
Transferred Employee on or after the IPO Closing Date. Unless Helix determines otherwise, Helix
shall continue to be responsible after the IPO Closing Date for administering all claims for
workers’ compensation for injuries to any Cal Dive Employee occurring prior to the IPO Closing
Date and reported timely under the terms of any Helix workers’ compensation policy or plan;
provided, however, that Cal Dive shall reimburse, and shall indemnify Helix for any amounts
payable under such prior programs, or for any claims not reported timely and where Helix has been
prejudiced by such late reporting.



     4.6 Accrued Vacation and other Paid Time Off. Cal Dive and the Cal Dive Entities
shall recognize and assume or retain, as the case may be, all liability for all vacation, holiday,
flex days and sick days, including banked sick days accrued by Transferred Employees as of the IPO
Closing Date, on terms and conditions similar to those in effect immediately before such time.



     4.7 Leaves of Absence. Cal Dive shall honor the terms and conditions of any approved
leave of absence of a Cal Dive Employee that begins before and continues immediately after the
IPO.



ARTICLE 5

PENSION PLANS




     5.1 Helix 401(k) Plan. Effective as of the IPO Closing Date, Helix or another Helix
Entity designated by Helix shall continue sponsorship of the Helix Energy Solutions Group, Inc.
Employee Retirement Savings Plan, its stand-alone profit sharing/401(k) plan qualified under
section 401(a) of the Code (the “Helix 401(k) Plan”). On or prior to the IPO Closing Date
the Cal Dive Entities shall take such actions as are necessary to cease to be adopting employers
whose employees are covered under the Helix 401(k) Plan.



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     5.2 Cal Dive 401(k) Plan Trust. Prior to the IPO Closing Date, Cal Dive shall
establish its own trust intended to be exempt from tax under section 501(a) of the Code (the
“Cal Dive 401(k) Plan Trust”) and Helix and Cal Dive shall take such actions as may be
necessary to effect the transfer of assets relating to the Helix 401(k) Plan from the trust for
the Helix 401(k) Plan to the Cal Dive 401(k) Plan Trust. Cal Dive shall then assume and
thereafter be solely responsible for all liabilities relating to the participation of Transferred
Employees under the Helix 401(k) Plan.



ARTICLE 6

GENERAL PROVISIONS




     6.1 No Third Party Beneficiaries; Preservation of Rights to Amend. The Agreement
shall be binding upon and inure to the benefit only of the parties hereto and their respective
successors. Notwithstanding any other provisions to the contrary, except with respect to such
successors, the Agreement is not intended and shall not be construed for the benefit of any third
party or any person not a signatory hereto. Without limiting the generality of the foregoing: (a)
no Transferred Employee or other current or former employee of Helix or Cal Dive or any subsidiary
or affiliate of either (or his/her spouse, dependent or beneficiary), or any other person not a
party to the Agreement, shall be entitled to assert any claim hereunder; (b) except as expressly
provided in the Agreement, nothing in the Agreement shall preclude Helix or any Helix Entity, at
any time after the IPO Closing Date, from amending or terminating any Helix Plan; and (c) except
as expressly provided in the Agreement, nothing in the Agreement shall preclude Cal Dive or any
Cal Dive Entity, at any time after the IPO Closing Date, from amending or terminating any Cal Dive
Plan.



     6.2 Employment Solicitation. For a period of one year following the IPO Closing
Date, neither Helix nor Cal Dive may, nor will they permit any of their respective subsidiaries,
affiliates or agents to, solicit or recruit for employment any employees with a position of vice
president or higher currently and then in the employ of the other company or its subsidiaries or
affiliates, without the prior written consent of the other company.



     6.3 Personnel Records. Subject to applicable law, each party shall furnish or make
available to the other copies of such personnel and other documents and records relating to Cal
Dive Employees as may be reasonably requested by the other in connection with the proper
administration of its payroll and Plans or the proper operation of its business or the execution
of its rights and obligations under the Agreement.



     6.4 Applicability to Subsidiaries. Each of Helix and Cal Dive shall cause to be
performed, and hereby guarantees the performance of, all actions, agreements and obligations set
forth in the Agreement to be performed by a Helix Entity or a Cal Dive Entity, respectively.



     6.5 Fiduciary Matters. The parties acknowledge that actions required to be taken
pursuant to the Agreement may be subject to fiduciary duties or standards of conduct under ERISA
or other applicable law. Neither party shall be deemed to be in violation of the Agreement if it
fails to comply with any provision of the Agreement based upon its good faith determination that
to do so would violate such a fiduciary duty or standard. Each party shall be responsible for
taking such actions as are deemed necessary and appropriate to comply with its



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own fiduciary responsibilities and shall fully release and indemnify the other party for any liabilities caused
by the failure to satisfy any such responsibility.




     6.6 Administrative Complaints/Litigation. As of and after the IPO Closing Date, Cal
Dive shall assume, and be solely liable for, the handling, administration, investigation, and
defense of actions, including, without limitation, ERISA, and any regulations or guidance issued
thereunder, the Code and any regulations or guidance issued thereunder to the extent such Code
provisions relate to or affect employee benefit matters, occupational safety and health,
employment standards, union grievances, wrongful dismissal, discrimination or human rights and
unemployment compensation claims, asserted at any time against a Helix Entity or a Cal Dive
Entity by any current or former Cal Dive Employee or any other person arising out of or relating
to a current or former Cal Dive Employee’s employment with a Helix Entity or a Cal Dive Entity.
Any obligations, losses, expenses and claims arising from such actions shall be deemed to be Cal
Dive Liabilities and shall be retained or assumed, as the case may be, by Cal Dive under and in
accordance with the Master Agreement. Helix reserves the right to participate in the
investigation, defense or settlement of any matter to the extent it deems reasonably necessary.



     6.7 Reimbursement and Indemnification. Each of the parties shall reimburse the
other, within 30 days of receipt from the other party of appropriate verification, for all costs
and expenses which the other may incur in satisfaction of a liability or obligation which, under
the Agreement, is the liability or obligation of such party. All liabilities retained, assumed or
indemnified against by Cal Dive pursuant to the Agreement shall be deemed Cal Dive Liabilities,
and all liabilities specifically retained, assumed or indemnified against by Helix pursuant to the
Agreement shall be deemed Excluded Liabilities for purposes of the Master Agreement.



     6.8 Singular/Plural Words. If the context requires it, words used in the singular or
plural will include the other.



     6.9 Master Agreement Provisions. The following provisions of the Master Agreement
are hereby incorporated herein by reference and, unless otherwise expressly specified herein,
shall apply as if fully set forth herein: Article V (relating to releases and indemnification);
the provisions of Sections 4.7 and 6.2 relating to exchange of information and confidentiality;
and Article VIII (relating to Miscellaneous).



     6.10 Applicable Law. To the extent not preempted by applicable federal law, the
Agreement shall be governed by, construed and interpreted in accordance with the laws of the State
of Texas, without regard to its choice of laws principles, as to all matters, including matters of
validity, construction, effect, performance and remedies.



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     IN WITNESS WHEREOF, the parties have caused the Agreement to be executed in their names by a
duly authorized officer as of the date first written above.



	 	 	 	 	 
	 	HELIX ENERGY SOLUTIONS GROUP, INC.

 	 
	 	By:  	/s/ Martin R. Ferron
 	 
	 	 	Name:  	Martin R. Ferron 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	CAL DIVE INTERNATIONAL, INC. 

 	 
	 	By:  	/s/ Quinn J. Hébert
 	 
	 	 	Name:  	Quinn J. Hébert 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 




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