exv10w9



 




Exhibit 10.9



Helix Energy Solutions




PERSONAL AND CONFIDENTIAL



December 21, 2006




Mr. Robert P. Murphy

3855 W. Bay Circle

Dallas, TX 75214



Dear Robert:




     I am very pleased to offer you the position of President and Chief Operating Officer of Helix
Oil and Gas. The basic terms of this offer are as follows:



	 	 	 
	Title:

	 	President and Chief Operating Officer of Helix Oil and Gas.
	 
	 	 
	Reporting Relationships:

	 	Report to the President and Chief Executive Officer of Helix Energy Solutions Group, Inc. Interface
closely with other technical, professional, and administrative staff as necessary.
	 
	 	 
	Initial Compensation:

	 	$425,000 base salary subject to annual review. Your first review will be December 2007 and additional
reviews to follow on an annual basis. Salary will be paid semi-monthly on the 15th of the
month and last day of the month, with the usual deductions for federal, state and local taxes.
	 
	 	 
	Annual Incentive Plan:

	 	You will be eligible to participate in the annual bonus program with a target of 100% of base salary
with the potential maximum of 200%. This bonus program will become effective for the year 2007 and
beyond. The bonus program is based on annual growth in reserves, production volumes, financial
performance and individual goals.
	 
	 	 
	 

	 	A 2006 performance/retention bonus of $850,000 will be paid in March
of 2007. You must be employed with the Company on March 15, 2007 in
order to receive this one time performance/retention award.
	 
	 	 
	Benefits:

	 	4 weeks vacation

Medical/Dental/Vision Insurance

401K Contribution

Employee Stock Purchase Plan

Complete benefits package enclosed






 









 






	 	 	 
	Termination:

	 	Until a mutually agreeable employment agreement between you
and Helix Energy Services Group is executed, the provisions
with respect to termination on the attached form of
employment agreement to the signed offer of employment
between you and the Company dated January 22, 2006 will
apply.






     Helix Energy Solutions Group is committed to growing its asset base by means of exploration,
acquisitions and development.



     Robert, I look forward to a long and productive relationship for both our shareholders and the
Company. I am available to discuss any questions that you may have about this offer at your
convenience.



	 	 	 	 	 
	 	Very truly yours,





Martin Ferron

President

 	 
	 	 	 
	 	 	 
	 	 	 
	 




 










 





	 	 	 
	

	 	400 N. Sam Houston Parkway E.
Suite 400
Houston, Texas 77060
(281) 618-0400

www.caldive.com






	 	 	 	 	 
	 
	Corporate Fax: (281) 618-0500

	 	Sales / Deepwater Fax: (281) 618-0501
	 	Estimating Fax: (281) 618-0502
	 





January 22, 2006




Mr. Robert P. Murphy

8201 Preston Road, Suite 600

Dallas, Texas 75225




Re: Offer of Employment




Dear Robert:



We are pleased to extend this offer of employment to you (the “Agreement”) for the position
of President and Chief Operating Officer with Remington Oil & Gas LLC, or a merger subsidiary with
such other name as may be determined (the “Company”), located in Dallas, Texas, effective
immediately following the closing of the merger (the “Merger”) of Remington Oil & Gas
Corp., a Delaware corporation (“Remington”), with and into the Company. The Company will
be a wholly owned subsidiary of Cal Dive International, Inc., a Minnesota corporation (“Cal
Dive”).



Change of Control Severance Benefits



Cal Dive and the Company agree that the Merger constitutes a “Change of Control” within the meaning
of the Remington Oil and Gas Corporation Executive Severance Plan (the “Plan”); that Good Reason
within the meaning of the Plan exists for you to terminate your employment upon such Merger; and
that the acceptance of this Agreement is not intended to and shall not adversely affect your rights
to severance under the Plan. Accordingly, Cal Dive and the Company agree to pay to you, within
fourteen (14) days after the Merger, the severance payments set forth in Section 2.1(3) of the
Plan.



Compensation



We intend to provide a total cash compensation package comprised of (a) base salary and cash bonus
potential equal to or greater than your base salary and cash bonus potential with Remington
immediately prior to the effective date of the Merger; and (b) an amount of cash equivalent to the
non-cash compensation (other than restricted stock or other equity awards) that is substantially
the same as that provided to you by Remington immediately prior to the effective date of the
Merger.



Complete details regarding your future compensation package will be communicated as soon as
possible following the effective date of the Merger, at which time we will present an




 









 








Mr. Robert P. Murphy

January 22, 2006

Page 2



employment agreement for your execution in a form substantially similar to the employment
agreements entered into by the senior executives of Cal Dive. Also, the form of employment
agreement for senior executives of Cal Dive is attached for your reference.




Restricted Stock



In addition to the compensation referenced above, you shall also receive restricted stock (valued
at $4,000,000 based on the closing price of Cal Dive’s stock on the day before the date of grant,
it being anticipated that such grant will be made on the effective date of the Merger or as soon
thereafter as is reasonably practicable). Vesting of the restricted stock shall be 60% on the third
anniversary of the grant and 20% on each of the two following anniversaries, unless your employment
is terminated without Cause (as that term is defined in the Cal Dive employment agreements for
senior executives) by the Company before the third anniversary of the grant, in which case the
stock shall be deemed to have vested 20% annually, beginning on the first anniversary of the grant.




Benefits



In addition, you will be eligible to participate in Cal Dive’s benefit programs under similar terms
and conditions that are or may be available to other senior executives of Cal Dive.




Non-Competition and Non-Solicitation




     (a) Non-Competition. You acknowledge and agree with Cal Dive that your services to the Company
are unique in nature and that the Company would be irreparably damaged if you were to provide
similar services to any person or entity competing with the Company or engaged in a similar
business. You accordingly covenant and agree that for three (3) years from the date of execution of
this Agreement, you shall not, directly or indirectly, either for yourself or for any other
individual, corporation, partnership, joint venture or other entity, participate in any business
(including, without limitation, any division, group or franchise of a larger organization) that
engages or which proposes to engage in the oil and gas business in the United States or its
territorial waters in the Gulf of Mexico or any other business actively engaged in by the Company
on the date of termination of your employment in the geographical area or areas where the Company
is conducting such business; provided that, until such time as the Company waives in writing any
rights it may have to enforce the terms of this provision (the “Waiver”), during the period
commencing on the date of the termination of your employment with the Company and ending on the
date on which either the non-competition provisions contained in this section terminate or the
Waiver is delivered to Employee, whichever is earlier, the Company will pay to you an amount equal
to your annual salary as of the date your employment was terminated (which will be paid over time
in accordance with the salary payment schedule in effect from time to time for senior management
executives of the Company) and during such time period you shall be entitled to all insurance
benefits received by other senior management executives of the Company.



 









 





Mr. Robert P. Murphy

January 22, 2006

Page 3




     (b) Non-Solicitation. You accordingly covenant and agree that for three (3) years from the
date of execution of this Agreement, you shall not, directly or indirectly, for yourself or for any
other individual, corporation, partnership, joint venture or other entity, (x) make any offer of
employment, solicit or hire any supervisor, employee of the Company or its affiliates or induce or
attempt to induce any employee of the Company or its affiliates to leave their employ or in any way
interfere with the relationship between the Company or its affiliates and any of their employees;
or (y) induce or attempt to induce any supplier, licensee, licensor, franchisee, or other business
relation of the Company or its affiliates to cease doing business with them or in any way interfere
with the relationship between the Company or its affiliates and any customer or business relation.



     (c) Other Non-Competition Agreements. You represent and warrant to the Company that you have
disclosed any and all agreements to which you are a party that contain a non-competition provision
or other restriction with respect to (a) the nature of any services or business which you are
entitled to perform or conduct for the Company or (b) the disclosure or use of any information
which, directly or indirectly, relates to the nature of the business of the Company or the services
to be rendered by you to the Company.



     (d) Duty to Inform. For the period of three (3) years from the date of execution of this
Agreement, you agree that, prior to accepting employment, you will inform each new employer engaged
in the oil and gas business in the United States or its territorial waters in the Gulf of Mexico or
any other business actively engaged in by the Company on the date of termination of your
employment, of the existence of this agreement and provide that employer with a copy of it. In
addition, you hereby authorize the Company to forward a copy of this agreement to any actual or
prospective new employer during the term of this Agreement.



Nondisclosure and Nonuse of Confidential Information




     (a) Nondisclosure Period. During a period of three (3) years from the date of
execution of this Agreement, you covenant and agree with Cal Dive that you shall not disclose or
use any Confidential Information of which you are or become aware, whether or not such information
is developed by you, except to the extent that such disclosure or use is directly related to and
required by your performance of duties assigned to you by the Company. You shall take all
appropriate steps to safeguard Confidential Information and to protect it against disclosure,
misuse, espionage, loss and theft. If the Merger does not occur, your obligations under this
provision shall be limited to Confidential Information that you acquired or developed from
information you received, directly or indirectly from Cal Dive or one of its affiliates.



     (b) Confidential Information. As used in this Agreement, the term “Confidential
Information” means information that is not generally known to the public and that is or has
been used, developed or obtained, either prior to, on or following the date of this Agreement, by
the Company in connection with its businesses, including but not limited to: (i) products or
services; (ii) fees, costs and pricing structures; (iii) designs; (iv) analysis; (v) drawings,
photographs and reports; (vi) computer software, including operating systems, applications and
program listings; (vii) flow charts, manuals and documentation; (viii) data bases; (ix) accounting
and business



 









 





Mr. Robert P. Murphy

January 22, 2006

Page 4



methods; (x) inventions, devices, new developments, methods and processes, whether patentable
or unpatentable and whether or not reduced to practice; (xi) customers and clients and customer or
client lists; (xii) other copyrightable works; (xiii) all technology and trade secrets; and (xiv)
all similar and related information in whatever form. Confidential Information shall not include
any information that has become generally available to the public through no fault or participation
of yourself prior to the date that you propose to disclose or use such information. Information
shall not be deemed to become generally available to the public because individual portions of the
information have become separately published, but only if all material features comprising such
information have become publicly available in combination.




General



If you accept this offer, your employment will commence with the Company on the effective date of
the Merger. If the Merger does not occur within one year of the date of this Agreement, then this
Agreement shall terminate unless extended by mutual agreement of the parties.



This letter sets forth our understanding with respect to your employment if you accept our offer,
but will be subject to and superseded by the terms and conditions of a definitive employment
agreement with the Company that you will enter into after completion of the Merger.



If you decide to accept this offer, for purposes of our employment records, it will be necessary
for you to sign and return a copy of this letter to me by acknowledging your acceptance of this
offer on or prior to January 22, 2006.



We look forward to a long and mutually beneficial relationship and will be very pleased to have you
become a part of our organization.



If you have any questions now or in the future, please do not hesitate to give me a call.




	 	 	 	 	 
	 	Very truly yours,



CAL DIVE INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Martin R. Ferron 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	I hereby accept the offer of employment

with the Company in accordance with the

terms of the foregoing letter.

 	 	 
	 	 	 	 
	 	Robert P. Murphy 	 	 
	 	 	 	 
	 




 









 





EMPLOYMENT AGREEMENT




     This Employment Agreement (the “Agreement”) is made, effective as of the            day of
                    , 2006 (the “Effective Date”), between Cal Dive International, Inc., a Minnesota
corporation, (“Company”), and                      (“Employee”), an individual residing at                     .



     WHEREAS, Employee has extensive executive management skills and experience in the oil-field
services industry, including valuable marketing, financial, technical and other experience,
knowledge and ability; and



     WHEREAS,
the Company wishes to employ Employee as                      of the Company and
Employee is willing to accept such continued employment upon the terms and conditions set forth in
this Agreement;



     NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth
herein, the parties hereto agree as follows:



Section 1. Term of Employment and Employment Duties.




     (a) Term of Employment. Employee agrees to be employed by the Company pursuant to the
terms and conditions contained herein, for a period commencing on the
date hereof
until                     
           , 2007, and thereafter terminating twelve (12) months after delivery to Employee of a written
notice of termination by the Company (the “Employment Term”); provided, however, that the
occurrence of any event described in Sections 7(a), 7(b) or 7(c) prior to the end of the Employment
Term shall result in the immediate termination of Employee’s employment and the Employment Term,
subject to the terms of such applicable section. Employee shall devote Employee’s time, energy and
skill to the affairs of the Company and any of its affiliated business entities and to the
promotion of their interests. Any provision of this Agreement to the contrary notwithstanding,
Employee shall immediately resign from any offices held with the Company, or its affiliates (as
that term is defined in the regulations promulgated under the Securities Exchange Act of 1934, as
amended; hereinafter “Affiliates”) upon written request by the Company. Any resignation
made pursuant to a written request by the Company under this Section shall not affect Employee’s
rights under this Agreement for any compensation, benefits or payments.



     (b) Duties of Employee. Employee’s duties shall include all the normal duties
associated with the above-described position with Company and all other responsibilities assigned
from time to time by the Chairman of the Board, Board of Directors and President of the Company.
During the Employment Term, (i) Employee services shall be rendered on a full time basis, (ii)
Employee shall have no other employment and no substantial outside business activities and (iii)
the headquarters for the performance of Employee’s services shall be the principal executive or
operating offices of the Company, subject to travel for such reasonable lengths of time as the
performance of Employee’s duties in the business of the Company may require.



Employment Agreement

(Senior Officer Form)














 








Section 2. Compensation.




     (a) Salary. During the Employment Term, as compensation for Employee’s services and
covenants and agreements hereunder and subject to such changes therein as the Board may make from
time to time, the Company agrees to pay Employee an initial salary for the period from the date
hereof to December 31, 2005 at the annual rate of                                          and No/100 Dollars
($                    .00), payable in equal semi-monthly installments (as annualized being herein referred to
as “Salary”) in accordance with the Company’s regular payroll practices for its senior
management executives, prorated for any partial year employment and subject to normal increases as
approved by the Board adjustments.



     (b) Incentive Bonus. During the Employment Term, in addition to the Salary payable to
Employee pursuant to paragraph (a) above, Employee shall be entitled to an annual incentive bonus
(the “Incentive Bonus”) based on the achievement of personal, departmental and Company
performance objectives, prorated for any partial year employment and payable not later than three
months after the close of each fiscal year of the Company, commencing with the fiscal year ending
December 31, 2005, as established annually or from time to time by the Board of Directors.



     (c) Reimbursement of Expenses. During the Employment Term, Employee will be reimbursed
by the Company for Employee’s reasonable business expenses incurred in connection with the
performance of Employee’s duties hereunder, including, without limitation, a home fax line, car
mileage, cell phone and business calls and other expenses consistent with Company policy from time
to time.



Section 3. Benefits.




     (a) Employee Benefits. During the Employment Term, Employee shall be entitled to
participate in any medical/dental, life insurance, accidental death, long term disability insurance
plan and 401(k) or other insurance and retirement plans that have been or which may be adopted by
the Company (as long as such plan is not discontinued) for the general and overall benefit of
executive employees of the Company, according to the participation or eligibility requirements of
each such plan.



     (b) Vacation and Holidays. During the Employment Term, Employee shall enjoy such
vacation, holiday and similar rights and privileges as are enjoyed generally by Company’s senior
management executives.



Section 4. Nondisclosure and Nonuse of Confidential Information




     (a) Nondisclosure Period. During the period commencing with the date of this Agreement
and ending on either: (i) the fifth anniversary of the date of the termination of Employee’s
employment with the Company if such termination arises as a result of: (x) the voluntary
termination or retirement by Employee; or (y) the termination of Employee by the Company for Cause;
or (ii) the date which is eighteen (18) months following the date of termination of Employee’s
employment with the Company if such termination arises for any reason other than as provided in
subparagraph 4 (a)(i) above, Employee covenants and agrees with the Company that


 Employment Agreement

(Senior Officer Form)




2









 




Employee shall not disclose
or use any Confidential Information of which Employee is or becomes aware, whether or not such
information is developed by him, except to the extent that such disclosure or use is directly
related to and required by Employee’s performance of duties assigned to Employee by the Company.
Employee shall take all appropriate steps to safeguard Confidential Information and to protect it
against disclosure, misuse, espionage, loss and theft.




     (b) Confidential Information. As used in this Agreement, the term “Confidential
Information” means information that is not generally known to the public and that is or has
been used, developed or obtained, either prior to, on or following the date of this Agreement, by
the Company in connection with its businesses, including but not limited to: (i) products or
services; (ii) fees, costs and pricing structures; (iii) designs; (iv) analysis; (v) drawings,
photographs and reports; (vi) computer software, including operating systems, applications and
program listings; (vii) flow charts, manuals and documentation; (viii) data bases; (ix) accounting
and business methods; (x) inventions, devices, new developments, methods and processes, whether
patentable or unpatentable and whether or not reduced to practice; (xi) customers and clients and
customer or client lists; (xii) other copyrightable works; (xiii) all technology and trade secrets;
and (xiv) all similar and related information in whatever form. Confidential Information shall not
include any information that has become generally available to the public through no fault or
participation of Employee prior to the date that Employee proposes to disclose or use such
information. Information shall not be deemed to become generally available to the public because
individual portions of the information have become separately published, but only if all material
features comprising such information have become publicly available in combination.



Section 5. Non-Competition and Non-Solicitation.




     (a) Non-Competition. Employee acknowledges and agrees with the Company that Employee’s
services to the Company are unique in nature and that the Company would be irreparably damaged if
Employee were to provide similar services to any person or entity competing with the Company or
engaged in a similar business. Employee accordingly covenants and agrees with the Company that
during the period commencing with the date of this Agreement and ending on the later to occur of:
(i) January 31, 2010; and (ii) (A) the second anniversary of the date of the termination of
Employee’s employment with the Company if such termination arises as a result of voluntary
termination or retirement by Employee or termination by the Company for Cause, or (B) the first
anniversary of the date of termination of Employee’s employment with the Company if such
termination arises for any reason other than as provided in the preceding subparagraph 5(a)(ii)(A).
Employee shall not, directly or indirectly, either for Employee or for any other individual,
corporation, partnership, joint venture or other entity, participate in any business (including,
without limitation, any division, group or franchise of a larger organization) that engages or
which proposes to engage in the business of [providing diving services in the Gulf of Mexico] or
any other business actively engaged in by the Company on the date of termination of Employee’s
employment in the geographical area or areas where the Company is conducting such business;
provided that, until such time as the Company waives in writing any rights it may have to enforce
the terms of this Section 5 (the “Waiver”), during the period commencing on the date of the
termination of Employee’s employment with the Company and ending on the date on which either the
non-competition provisions contained in this Section 5 terminate or the Waiver is delivered to Employee,
whichever is earlier, the Company will pay to Employee either the amounts due under Section 7(d), if


 Employment Agreement

(Senior Officer Form)




3









 







appropriate, or an amount equal to Employee’s Salary as of the date Employee’s employment was
terminated (which will be paid over time in accordance with the Salary payment schedule in effect
from time to time for senior management executives of the Company) and during such time period
Employee shall be entitled to all insurance benefits received by other senior management executives
of the Company. For purposes of this Agreement, the term “participate in” shall include,
without limitation, having any direct or indirect interest in any corporation, partnership, joint
venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer,
creditor or otherwise, or rendering any direct or indirect service or assistance to any individual,
corporation, partnership, joint venture and other business entity (whether as a director, officer,
manager, supervisor, employee, agent, consultant or otherwise) but not ownership of 2% or less of
the capital stock of a public company.



     (b) Non-Solicitation. Employee covenants and agrees with the Company that during the
period commencing with the date of this Agreement and ending on the later to occur of (i) January
31, 2008; and (ii) (A) the second anniversary of the date of termination of Employee’s employment
with the Company if such termination arises as a result of voluntary termination by the Company or
for Cause, or (B) the date which is eighteen (18) months following the termination of Employee’s
employment with the Company if such termination arises for any reason other than as provided in the
preceding subparagraph 5(b)(ii)(A) above, Employee shall not, directly or indirectly, for Employee
or for any other individual, corporation, partnership, joint venture or other entity, (x) make any
offer of employment, solicit or hire any supervisor, employee of the Company or its affiliates or
induce or attempt to induce any employee of the Company or its affiliates to leave their employ or
in any way interfere with the relationship between the Company or its affiliates and any of their
employees; or (y) induce or attempt to induce any supplier, licensee, licensor, franchisee, or
other business relation of the Company or its affiliates to cease doing business with them or in
any way interfere with the relationship between the Company or its affiliates and any customer or
business relation.



     (c) Other Non-Competition Agreements. Employee represents and warrants to the Company
that Employee is not a party to any agreement containing a non-competition provision or other
restriction with respect to (a) the nature of any services or business which Employee is entitled
to perform or conduct for the Company or (b) the disclosure or use of any information which,
directly or indirectly, relates to the nature of the business of the Company or the services to be
rendered by the Employee to the Company.



     (d) Duty to Inform. For the period of one (1) year immediately following the end of
Employee’s employment with the Company, Employee agrees to inform each new employer, prior to
accepting employment, of the existence of this agreement and provide that employer with a copy of
it. In addition, Employee hereby authorizes the Company to forward a copy of this Agreement to any
actual or prospective new employer.


 Employment Agreement

(Senior Officer Form)




4









 





Section 6. Company’s Ownership of Intellectual Property.




     (a) Company Intellectual Property. In the event that Employee as part of Employee’s
activities on behalf of the Company generates, authors or contributes to any invention, design, new
development, device, product, method or process (whether or not patentable or reduced to practice
or comprising Confidential Information), any copyrightable work (whether or not comprising
Confidential Information) or any other form of Confidential Information relating directly or
indirectly to the Company’s business as prior hereto, now or hereinafter conducted (collectively,
“Intellectual Property”), Employee acknowledges that such Intellectual Property is the
exclusive property of the Company and hereby assigns all right, title and interest in and to such
Intellectual Property to the Company. Any copyrightable work prepared in whole or in part by
Employee shall be deemed a work made for hire under Section 201(b) of the 1976 Copyright Act, and
the Company shall own all of the rights comprised in the copyright therein. Employee shall promptly
and fully disclose all Intellectual Property to the Company and shall cooperate with the Company to
protect the Company’s interest in and rights to such Intellectual Property, including without
limitation providing reasonable assistance in securing patent protection and copyright
registrations and executing all documents as reasonably requested by the Company, whether such
requests occur prior to or after termination of Employee’s employment with the Company.



     (b) Return of Confidential Information. As requested by the Company from time to time
and upon the termination of Employee’s employment with the Company for any reason, Employee shall
promptly deliver to the Company all copies and embodiments, in whatever form, of all Confidential
Information or Intellectual Property in Employee’s possession or within Employee’s control
(including, but not limited to, written records, notes, photographs, manuals, notebooks,
documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and all other
materials containing any Confidential Information or Intellectual Property) irrespective of the
location or form of such material and, if requested by the Company, shall provide the Company with
written confirmation that all such materials have been delivered to the Company.



Section 7. Termination of Agreement.




     (a) Termination for Cause. This Agreement may be terminated by the Company at any time
during the Employment Term for Cause, in which event Employee shall have no further rights under
this Agreement (but the Company’s rights shall survive as herein otherwise herein provided
including, without limitation, rights under Sections 4, 5 and 6). For purposes of the preceding
sentence, Cause shall mean: (i) any breach or threatened breach by Employee of any of Employee’s
agreements contained in Sections 4, 5 or 6; (ii) repeated or willful neglect by Employee in
performing any duty or carrying out any responsibility assigned or delegated to him pursuant to
Section 1(b) hereof, which neglect shall not have permanently ceased within ten (10) business days
after written notice to Employee thereof; or (iii) the commission by Employee of any criminal act
involving moral turpitude or a felony that results in an arrest or indictment, or the commission by
Employee, based on reasonable proof, of any act of fraud or embezzlement involving the Company or
its customers or suppliers. In the event that the Company elects to terminate this Agreement for
Cause, it will give Employee written notice of such termination.


 Employment Agreement

(Senior Officer Form)




5









 





     (b) Termination Upon Death. This Agreement shall terminate automatically upon the
death of Employee during the Employment Term. In such event, the Company shall be obligated to pay
to Employee’s estate, or to such person or persons as Employee may designate in writing to the
Company, (i) through the last day of the fiscal year in which Employee’s death shall have occurred,
the salary (payable in the same manner as described in Section 2(a) hereof) to which Employee would
have been entitled under Section 2(a) hereof had such death not occurred, and (ii) as soon as
reasonably practicable after Employee’s death, any accrued but, as of the date of such death,
unpaid Incentive Bonus (or, if such death shall have occurred after the first three (3) months of
the Company’s fiscal year, any prorated portion thereof).



     (c) Termination Upon Disability. This Agreement may be terminated by the Company at
any time during the Employment Term in the event that Employee shall have been unable, because of
Disability, to perform Employee’s principal duties for the Company for a cumulative period of six
(6) months within any eighteen (18) month period. Prior to Employee’s termination for Disability as
provided herein, Employee shall remain eligible to receive the compensation and benefits set forth
in Section 2 and Section 3 hereof. Upon such termination, Employee shall be entitled to receive as
soon as reasonably practicable thereafter, any accrued, but as of the date of such termination,
unpaid Incentive Bonus (or, if such termination shall have occurred after the first three (3)
months of the Company’s fiscal year, any prorated portion thereof). For purposes of this Section
7(c), Disability shall mean any physical or mental condition of Employee which shall substantially
impair Employee’s ability to perform Employee’s principal duties hereunder. In the event that the
Company elects to terminate this Agreement by reason of Disability under this Section 7(c), it will
give written notice of such termination, and, at the Company’s discretion, Employee’s employment
will terminate sixty (60) days thereafter.



     (d) Termination by the Company Without Cause After Change in Control. If the Company
terminates this Agreement for any reason other than pursuant to the terms of Sections 7(a), 7(b),
or 7(c), and such termination occurs within six (6) months after the occurrence of a Change in
Control and a Material Change in Senior Management, then, in addition to any amounts otherwise due
under this Agreement, the Company shall: (1) pay to Employee an amount equal to two times Salary
together with an amount equal to the Incentive Bonus paid to Employee for Employee’s last complete
year of employment; (2) continue Employee’s participation in the Company’s medical, dental,
accidental death, and life insurance plans, as provided in Section 3 of this Agreement, for two (2)
years, subject to COBRA required benefits thereafter; and (3) cause Employee to be fully vested in
any stock options or stock grants held by Employee. The Company shall make the payment due in one
lump sum within ten (10) days of the effective date of termination.




A “Change in Control” shall be deemed to have occurred at any time after the date of
this Agreement that any person (including those persons who own more than 10% of the
combined voting power of the Company’s outstanding voting securities on the date hereof)
becomes the beneficial owner, directly or indirectly, of 45% or more of the combined voting
power of the Company’s then outstanding voting securities.




A “Material Change in Senior Management” shall mean any one or both of the CEO and
COO cease their employment with the Company.


 Employment Agreement

(Senior Officer Form)




6









 





     (e) Termination by Employee with Good Cause after Change in Control. If Employee
terminates this Agreement for Good Cause and such termination occurs within two (2) years of the
occurrence of a Change in Control, then, in addition to any amounts otherwise due under this
Agreement, the Company shall: (1) pay to Employee an amount equal to two times Salary together with
an amount equal to the Incentive Bonus paid to Employee for Employee’s last complete year of
employment; (2) continue Employee’s participation in the Company’s medical, dental, accidental
death, and life insurance plans, as provided in Section 3 of this Agreement, for two (2) years,
subject to COBRA required benefits thereafter, and (3) cause Employee to be fully vested in any
stock options or stock grants held by Employee. The Company shall make the payment due in one lump
sum within ten (10) days of the effective date of termination.




“Good Cause” shall mean the occurrence of both of the following events: (1) a
Material Change in Senior Management; together with (2) any of the following:




	 	(i)	 	the assignment by the Company to Employee of duties that are materially
inconsistent with Employee’s office with the Company at the time of such assignment, or
the removal by the Company from Employee of a material portion of those duties usually
appertaining to Employee’s office with the Company at the time of such removal;
	 
	 	(ii)	 	a material change by the Company, without Employee’s prior written consent, in
Employee’s responsibilities to the Company, as such responsibilities are ordinarily and
customarily required from time to time of a senior officer of a corporation engaged in
the Company’s business;
	 
	 	(iii)	 	any removal of Employee from, or any failure to reelect or to reappoint
Employee to, the office stated in Section 1(b);
	 
	 	(iv)	 	The Company’s direction that Employee discontinue service (or not seek
reelection or reappointment) as a director, officer or member of any corporation or
association of which Employee is a director, officer, or member at the date of this
Agreement;
	 
	 	(v)	 	a reduction by the Company in the amount of Employee’s salary in effect at the
time of the occurrence of a Change in Control or the failure of the Company to pay such
salary to Employee at the time and in the manner specified in this Agreement;
	 
	 	(vi)	 	the discontinuance (without comparable replacement) or material reduction by
the Company of Employee’s participation in any bonus or other employee benefit
arrangement (including, without limitation, any profit-sharing, thrift, life insurance,
medical, dental, hospitalization, stock option or retirement plan or arrangement) in
which Employee is a participant under the terms of this Agreement, as in effect on the
date hereof or as may be improved from time to time hereafter;
	 
	 	(vii)	 	the moving by the Company of Employee’s principal office space, related
facilities, or support personnel, from the Company’s principal operating offices, or
the Company’s requiring Employee to perform a majority of Employee’s duties outside 




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	 	 	 	the Company’s principal operating offices for a period of more than 30 consecutive days;
	 
	 	(viii)	 	the relocation, without Employee’s prior written consent, of the Company’s principal
Employee offices to a location outside the county in which such offices are located at
the time of the signing of this Agreement;
	 
	 	(ix)	 	in the event the Company requires Employee to reside at a location more than
twenty-five (25) miles from the Employee’s principal offices, except for occasional
travel in connection with the Company business to an extent and in a manner which is
substantially consistent with Employee’s current business travel obligations;
	 
	 	(x)	 	in the event Employee consents to a relocation of the Employee’s principal
offices, the failure of the Company to (A) pay or reimburse Employee on an after-tax
basis for all reasonable moving expenses incurred by Employee in connection with such
relocation or (B) indemnify Employee on an after-tax basis against any loss realized by
Employee on the sale of Employee’s principal residence in connection with such
relocation;
	 
	 	(xi)	 	the failure of the Company to continue to provide Employee with office space,
related facilities and support personnel (including, without limitation, administrative
and secretarial assistance) that are commensurate with Employee’s responsibilities to
and position with the Company, and no less than those prior to this Agreement;
	 
	 	(xii)	 	any significant change in Employee’s reporting relationships or changes in
senior management of the Company; or
	 
	 	(xiii)	 	the failure by the Company to promptly reimburse Employee for the reasonable business
expenses incurred by Employee in the performance of Employee’s duties for the Company,
in accordance with this Agreement.
	 
	 	(f)	 	Gross-Up Payments B Certain Additional Payments by the Company.
	 
	 	(i)	 	Anything in this Agreement to the contrary notwithstanding, in the event it
shall be determined that any payment or distribution by the Company, or any of its
Affiliates, under this Agreement to or for the benefit of Employee (any such payments
or distributions being individually referred to herein as a Payment, and any two or
more of such payments or distributions being referred to herein as Payments), would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the
“Code”; such excise tax, together with any interest thereon, any penalties,
additions to tax, or additional amounts with respect to such excise tax, and any
interest in respect of such penalties, additions to tax or additional amounts, being
collectively referred herein to as the “Excise Tax”), then Employee shall be
entitled to receive an additional payment or payments (individually, a “Gross-Up
Payment” with any two
or more of such additional payments being referred to “Gross-Up Payments”)
in an amount such that after payment by Employee of all Excise Taxes imposed upon
the




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	 	 	 	Payment(s) and, if applicable, Gross-Up Payment(s), Employee retains a total
amount of Gross-Up Payments, whether one or more, equal to the Excise Tax imposed
upon the Payment(s) and, if applicable, Gross-Up Payment(s).
	 
	 	(ii)	 	Subject to the provisions of Section 7(f)(iii) through 7(f)(ix), any
determination (“Determination”) required to be made under this Section
7(f)(ii), including whether a Gross-Up Payment is required and the amount of such
Gross-Up Payment, shall initially be made, at the Company’s expense, by nationally
recognized tax counsel mutually acceptable to the Company and Employee (“Tax
Counsel”). Tax Counsel shall provide detailed supporting legal authorities,
calculations, and documentation both to the Company and Employee within fifteen (15)
business days of the termination of Employee’s employment, if applicable, or such other
time or times as is reasonably requested by the Company or Employee. If Tax Counsel
makes the initial Determination that no Excise Tax is payable by Employee with respect
to a Payment or Payments, it shall furnish Employee with an opinion reasonably
acceptable to Employee that no Excise Tax will be imposed with respect to any such
Payment or Payments. Employee shall have the right to dispute any Determination (a
“Dispute”) within fifteen (15) business days after delivery of Tax Counsel’s
opinion with respect to such Determination. The Gross-Up Payment, if any, as determined
pursuant to such Determination shall, at the Company’s expense, be paid by the Company
to Employee within five (5) business days of Employee’s receipt of such Determination.
The existence of a Dispute shall not in any way affect Employee’s right to receive the
Gross-Up Payment in accordance with such Determination. If there is no Dispute, such
Determination shall be binding, final and conclusive upon the Company and Employee,
subject in all respects, however, to the provisions of Section 7(f)(iii) through
7(f)(ix) below. As a result of the uncertainty in the application of Sections 4999 and
280G of the Code, it is possible that Gross-Up Payments (or portions thereof) which
will not have been made by the Company should have been made (“Underpayment”),
and if upon any reasonable written request from Employee or the Company to Tax Counsel,
or upon Tax Counsel’s own initiative, Tax Counsel, at the Company’s expense, thereafter
determines that Employee is required to make a payment of any Excise Tax or any
additional Excise Tax, as the case may be, Tax Counsel shall, at the Company’s expense,
determine the amount of the Underpayment that has occurred and any such Underpayment
shall be promptly paid by the Company to Employee.
	 
	 	(iii)	 	the Company shall release, defend, indemnify and hold harmless Employee on a
fully grossed-up after-tax basis from and against any and all claims, losses,
liabilities, obligations, damages, impositions, assessments, demands, judgments,
settlements, costs and expenses (including reasonable attorneys’, accountants’, and
experts’ fees and expenses) with respect to any Tax liability of Employee resulting
from any Final Determination that any Payment is subject to the Excise Tax.
	 
	 	(iv)	 	If a party hereto receives any written or oral communication with respect to
any question, adjustment, assessment or pending or threatened audit, examination,
investigation or administrative, court or other proceeding which, if pursued




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	 	 	 	successfully, could result in or give rise to a claim by Employee against the Company
under this Section 7(f) (“Claim”), including, but not limited to, a claim for
indemnification of Employee by the Company under Section 7(f)(iii), then such party
shall promptly notify the other party hereto in writing of such Claim (“Tax Claim
Notice”).
	 
	 	(v)	 	If a Claim is asserted against Employee (“Employee Claim”), Employee
shall take or cause to be taken such action in connection with contesting such Employee
Claim as the Company shall reasonably request in writing from time to time, including
the retention of counsel and experts as are reasonably designated by the Company (it
being understood and agreed by the parties hereto that the terms of any such retention
shall expressly provide that the Company shall be solely responsible for the payment of
any and all fees and disbursements of such counsel and any experts) and the execution
of powers of attorney, provided that:






	 	(1)	 	within thirty (30) calendar days after the Company receives or
delivers, as the case may be, the Tax Claim Notice relating to such Employee
Claim (or such earlier date that any payment of the Taxes claimed is due from
Employee, but in no event sooner than five (5) calendar days after the Company
receives or delivers such Tax Claim Notice), the Company shall have notified
Employee in writing (“Election Notice”) that the Company does not
dispute its obligations (including, but not limited to, its indemnity
obligations) under this Agreement and that the Company elects to contest, and
to control the defense or prosecution of, such Employee Claim at the Company’s
sole risk and sole cost and expense; and
	 
	 	(2)	 	the Company shall have advanced to Employee on an interest-free
basis, the total amount of the Tax claimed in order for Employee, at the
Company’s request, to pay or cause to be paid the Tax claimed, file a claim for
refund of such Tax and, subject to the provisions of the last sentence of
Section 7(f)(vii), sue for a refund of such Tax if such claim for refund is
disallowed by the appropriate taxing authority (it being understood and agreed
by the parties hereto that the Company shall only be entitled to sue for a
refund and the Company shall not be entitled to initiate any proceeding in, for
example, United States Tax Court) and shall indemnify and hold Employee
harmless, on a fully grossed-up after-tax basis, from any Tax imposed with
respect to such advance or with respect to any imputed income with respect to
such advance; and
	 
	 	(3)	 	the Company shall reimburse Employee for any and all costs and
expenses resulting from any such request by the Company and shall indemnify and
hold Employee harmless, on fully grossed-up after-tax basis, from any Tax
imposed as a result of such reimbursement.






	 	(vi)	 	Subject to the provisions of Section 7(f)(v) hereof, the Company shall have the
right to defend or prosecute, at the sole cost, expense and risk of the Company, such




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	 	 	 	Employee Claim by all appropriate proceedings, which proceedings shall be defended or
prosecuted diligently by the Company to a Final Determination; provided, however, that
(i) the Company shall not, without Employee’s prior written consent, enter into any
compromise or settlement of such Employee Claim that would adversely affect Employee,
(ii) any request from the Company to Employee regarding any extension of the statute of
limitations relating to assessment, payment, or collection of Taxes for the taxable
year of Employee with respect to which the contested issues involved in, and amount of,
Employee Claim relate is limited solely to such contested issues and amount, and (iii)
the Company’s control of any contest or proceeding shall be limited to issues with
respect to Employee Claim and Employee shall be entitled to settle or contest, in
Employee’s sole and absolute discretion, any other issue raised by the Internal Revenue
Service or any other taxing authority. So long as the Company is diligently defending
or prosecuting such Employee Claim, Employee shall provide or cause to be provided to
the Company any information reasonably requested by the Company that relates to such
Employee Claim, and shall otherwise cooperate with the Company and its representatives
in good faith in order to contest effectively such Employee Claim. the Company shall
keep Employee informed of all developments and events relating to any such Employee
Claim (including, without limitation, providing to Employee copies of all written
materials pertaining to any such Employee Claim), and Employee or Employee’s authorized
representatives shall be entitled, at Employee’s expense, to participate in all
conferences, meetings and proceedings relating to any such Employee Claim.
	 
	 	(vii)	 	If, after actual receipt by Employee of an amount of a Tax claimed (pursuant
to an Employee Claim) that has been advanced by the Company pursuant to Section
7(f)(v)(2) hereof, the extent of the liability of the Company hereunder with respect to
such Tax claimed has been established by a Final Determination, Employee shall promptly
pay or cause to be paid to the Company any refund actually received by, or actually
credited to, Employee with respect to such Tax (together with any interest paid or
credited thereon by the taxing authority and any recovery of legal fees from such
taxing authority related thereto), except to the extent that any amounts are then due
and payable by the Company to Employee, whether under the provisions of this Agreement
or otherwise. If, after the receipt by Employee of an amount advanced by the Company
pursuant to Section 7(f)(v)(2), a determination is made by the Internal Revenue Service
or other appropriate taxing authority that Employee shall not be entitled to any refund
with respect to such Tax claimed, and the Company does not notify Employee in writing
of its intent to contest such denial of refund prior to the expiration of thirty (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 any Gross-Up Payments and other
payments required to be paid hereunder.
	 
	 	(viii)	 	With respect to any Employee Claim, if the Company fails to deliver an Election
Notice to Employee within the period provided in Section 7(f)(v)(1) hereof or, after
delivery of such Election Notice, the Company fails to comply with the provisions of




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	 	 	 	Section 7(f)(v)(2) and (3) and 7(f)(vi) hereof, then Employee shall at any time
thereafter have the right (but not the obligation), at Employee’s election and in
Employee’s sole and absolute discretion, to defend or prosecute, at the sole cost,
expense and risk of the Company, such Employee Claim. Employee shall have full control
of such defense or prosecution and such proceedings, including any settlement or
compromise thereof. If requested by Employee, the Company shall cooperate, and shall
cause its Affiliates to cooperate, in good faith with Employee and Employee’s
authorized representatives in order to contest effectively such Employee Claim. the
Company may attend, but not participate in or control, any defense, prosecution,
settlement or compromise of any Employee Claim controlled by Employee pursuant to this
Section 7(f)(viii) and shall bear its own costs and expenses with respect thereto. In
the case of any Employee Claim that is defended or prosecuted by Employee, Employee
shall, from time to time, be entitled to current payment, on a fully grossed-up
after-tax basis, from the Company with respect to costs and expenses incurred by
Employee in connection with such defense or prosecution.
	 
	 	(ix)	 	In the case of any Employee Claim that is defended or prosecuted to a Final
Determination pursuant to the terms of this Section 7(f)(ix), the Company shall pay, on
a fully grossed-up after-tax basis, to Employee in immediately available funds the full
amount of any Taxes arising or resulting from or incurred in connection with such
Employee Claim that have not theretofore been paid by the Company to Employee, together
with the costs and expenses, on a fully grossed-up after-tax basis, incurred in
connection therewith that have not theretofore been paid by the Company to Employee,
within ten (10) calendar days after such Final Determination. In the case of any
Employee Claim not covered by the preceding sentence, the Company shall pay, on a fully
grossed-up after-tax basis, to Employee in immediately available funds the full amount
of any Taxes arising or resulting from or incurred in connection with such Employee
Claim at least ten calendar days before the date payment of such Taxes is due from
Employee, except where payment of such Taxes is sooner required under the provisions of
this Section 7(f)(ix), in which case payment of such Taxes (and payment, on a fully
grossed-up after-tax basis, of any costs and expenses required to be paid under this
Section 7(f)(ix)) shall be made within the time and in the manner otherwise provided in
this Section 7(f)(ix).
	 
	 	(x)	 	For purposes of this Agreement, the term “Final Determination” shall
mean (A) a decision, judgment, decree or other order by a court or other tribunal with
appropriate jurisdiction, which has become final and non-appealable; (B) a final and
binding settlement or compromise with an administrative agency with appropriate
jurisdiction, including, but not limited to, a closing agreement under Section 7121
of the Code; (C) any disallowance of a claim for refund or credit in respect to an
overpayment of Tax unless a suit is filed on a timely basis; or (D) any final
disposition by reason of the expiration of all applicable statutes of limitations.
	 
	 	(xi)	 	For purposes of this Agreement, the terms “Tax” and “Taxes”
mean any and all taxes of any kind whatsoever (including, but not limited to, any and
all Excise Taxes,




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	 	 	 	income taxes, and employment taxes), together with any interest
thereon, any penalties, additions to tax, or additional amounts with respect to such
taxes and any interest in respect of such penalties, additions to tax, or additional
amounts.





     (g) Effect of Termination. In the event that the Employee is terminated pursuant to
any paragraph of this Section 7, Employee shall thereafter have no further rights under this
Agreement, except for those explicitly set forth in the particular paragraph of this Section 7
which served as the basis for such termination. Notwithstanding any such termination, the covenants
and agreements of Employee contained in Sections 4, 5(a) (so long as payments under Section 5(a)
are continued as therein described), 5(b) and 6 hereof shall survive and remain in full force and
effect.



Section 8. Notices.




     (a) Notices. All notices, requests, demands and other communications hereunder must
be in writing and shall be deemed to have been duly given if delivered by hand, sent to the
recipient by reputable express courier service (charge prepaid), or mailed by first class,
registered mail, return receipt requested, postage and registry fees prepaid and addressed as
follows:



	 	 	 
	If to Employee:

	 	At the address set forth on page 1 hereof.
	 
	If to the Company:

	 	Cal Dive International, Inc.
	 

	 	400 North Belt East, Suite 400

Houston, Texas 77060

Attention: General Counsel






     (b) Change of Address. Addresses may be changed by notice in writing signed by the
addressee.



Section 9. General Provisions.




     (a) Company Subsidiaries. For purposes of this Agreement, the term Company shall
include all subsidiaries of the Company.



     (b) Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provisions of any other jurisdiction, and this Agreement shall be reformed,
construed and enforced in such jurisdictions as if such invalid, illegal or unenforceable provision had never been
contained herein. The parties agree that a court of competent jurisdiction making a determination
of the invalidity or unenforceability of any term or provision of Sections 4, 5 and 6 of this
Agreement shall have the power to reduce the scope, duration or area of any such term or provision,
to delete specific words or phrases or to replace any invalid or unenforceable term or provision in
Sections 4, 5, 6 with a term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision, and this Agreement
shall be enforceable as so modified.


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     (c) Complete Agreement. This Agreement, embodies the complete agreement and
understanding among the parties and supersedes and preempts any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related to the subject
matter hereof in any way.



     (d) Counterparts. This Agreement may be executed in separate counterparts, each of
which is deemed to be an original and all of which taken together constitute one and the same
agreement.



     (e) Successors and Assigns. Except as otherwise provided herein, this Agreement shall
bind and inure to the benefit of and be enforceable by the Company and Employee and their
respective successors and assigns; provided that the rights and obligations of Employee under this
Agreement shall not be assignable without the prior written consent of the Company.



     (f) Governing Law. All questions concerning the construction, validity and
interpretation of this Agreement and the exhibits hereto shall be governed by the internal law, and
not the law of conflicts, of the State of Texas.



     (g) Remedies. Each of the parties to this Agreement shall be entitled to enforce its
rights under this Agreement specifically, to recover damages and costs (including reasonable
attorneys fees) caused by any breach of any provision of this Agreement and to exercise all other
rights existing in its favor. The parties hereto agree and acknowledge that Employee’s breach of
any term or provision of this Agreement shall materially and irreparably harm the Company, that
money damages shall accordingly not be an adequate remedy for any breach of the provisions of this
Agreement and that any party in its sole discretion and in addition to any other remedies it may
have at law or in equity may apply to any court of law or equity of competent jurisdiction (without
posting any bond or deposit) for specific performance and/or other injunctive relief in order to
enforce or prevent any violations of the provisions of this Agreement.



     (h) Amendment and Waiver. The provisions of this Agreement may be amended and waived
only with the prior written consent of the Company and Employee.


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



	 	 	 	 	 
	CAL DIVE INTERNATIONAL, INC.	 	EMPLOYEE
	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	Name: Martin R. Ferron
	 	[Name]
	 

	 	Title: President and Chief Operating Officer	 	 





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