exv10w1





 Exhibit 10.1









April 22, 2010




Mr. C. Andrew Smith

13627 Comely Lane

Houston, Texas 77079




     Re:   Employment as Chief Financial Officer



Dear Andy:




     I am writing to formalize our offer to join Global Industries, Ltd. (“Global” or “the
Company”) as its Chief Financial Officer. In this position, you will report to John Reed, Chief
Executive Officer. As agreed, you will commence employment with Global on or about April 26, 2010.
Terms and conditions of your employment will be as outlined below.



A. Standard Compensation




     1. Base Compensation



     In your position as Chief Financial Officer, your base annual salary will be $325,000. At
Global, salary payments are made twice per month. At Global, Base Compensation is reviewed
annually by the Compensation Committee.



     2. Annual Bonus Incentive Plan



     As an executive of the Company, you will be eligible for participation in an Annual Bonus
Incentive Plan (“Bonus Plan”). For 2010, your target-level participation in the Bonus Plan will be
fifty-five (55%) percent of your base salary if performance goals are achieved at the Target level.
Achievement of goals at the Maximum level will result in an award of up to 200% with Threshold
performance set at 50% of the Target. Payment of this bonus will be in Global common stock with
target bonus opportunity converted to stock at $7.05/share.



     3. Equity Awards



     As an executive with the Company, you are eligible for awards of stock-based compensation.
Generally, such awards are made in February following approval by the Board of Directors. While
the number of shares granted and the components of our equity award program may vary, our annual
program for 2010 consists of performance shares earned based upon results versus goals over a
two-year performance cycle. However, as you start your Chief Financial Officer position with the
Company, a special equity-based Employment Incentive award consisting of Restricted Stock and Stock
Options has been approved by the Board. (Details of



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11490 Westheimer • Suite 400 • Houston, Texas 77077 • (281) 529-7979 • Fax # (281) 529-7980




 









 








			
	Mr. C. Andrew Smith 

April 22, 2010

Page 2
	 	





the Employment Incentive award are outlined below.) Assuming that the Board follows prior
practice, you can anticipate another regular equity award in February 2011.




     Effective on the date you commence employment, you will be granted a Target of 44,000
Performance Units. The number of shares that you may earn under the Performance Unit award will
depend on actual results compared to performance goals that were established by the Compensation
Committee at its meeting on February 24, 2010. All members of Global’s management team have the
same performance goals. The award has three basic performance levels: threshold, target and
maximum. Based on the actual performance against the goals, your actual award can range from zero
to 200%. Of course, if the threshold level of performance is not achieved you will not have earned
any shares of stock and the award will expire.



     4. Benefits



     The Company offers a variety of employee benefits designed to protect you and your dependants
from financial loss due to sickness, disability or death. A summary of executive level benefits is
attached. Our most current informational brochure on benefits will be forwarded to your attention.
Eligibility for welfare benefits will commence on June 1, 2010.



     5. Paid Time Off (PTO)



     Twenty (20) days per year. For 2010, your pro-rated PTO will be fifteen (15) days. Paid Time
Off covers all excused absences from work such as vacation and/or absence due to illness. PTO does
not apply to holidays, jury duty, military leave, or funeral leave.



B. Employment Incentive




     1. Restricted Shares



     Effective on the date you commence employment, you will be awarded 50,000 restricted shares of
Company stock. Assuming your continued employment with the Company, fifty (50%) percent of these
shares will vest on the third anniversary of your employment with the remaining fifty (50%) percent
vesting on the fifth year after you begin service as Chief Financial Officer. A stock agreement
will be forwarded to you shortly after you have commenced employment with the Company.



     2. Stock Options



     Effective on the date you commence employment, you will be granted options to purchase 50,000
shares of Global common stock at the closing market price on that date. Subject to your continued
employment, the options are valid for ten (10) years, taxable when executed with 33% annual vesting
over three (3) years per the terms and conditions of the Stock Option Agreement. A Stock Option
Agreement detailing its terms and conditions will be forwarded to you shortly after you have
commenced employment with the Company.



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	Mr. C. Andrew Smith 

April 22, 2010

Page 3
	 	






C. Change-In-Control Agreement




     As a senior executive, you will be provided a Change-In-Control Agreement in a standard format
as approved by the Board of Directors. A copy is attached.



     Pursuant to this Agreement, in the event of a Change-In-Control transaction, all outstanding
stock options and restricted shares will vest immediately and performance share units will be
deemed earned at the Target level. In addition, if your employment is terminated without cause or
you resign with good reason following a Change-In-Control, you will receive a lump sum payment
equal to three (3) times your base salary and target bonus as well as other benefits as outlined in
the agreement. Please review the attached agreement for additional details.



D. Stock Ownership Guidelines




     The Compensation Committee of the Board of Directors has implemented share ownership
guidelines for all Executives. These new ownership guidelines require that all Executives hold at
least one (1) times their annual base salary in market value (i.e., number of shares times stock
price) of Global Industries stock within five (5) years. The Board believes this share ownership
guideline will visibly link executive fortunes with those of shareholders of the long term. In
order to assist you in reaching the targeted level of ownership, the Board has included the
following in their definition of shares owned: shares held outright and unvested Restricted stock.
Please contact Dave Sheil, Senior Vice President, Human Resources for further information regarding
your specific guideline.



E. Pre-Employment Physical Examination & Other Pre-Employment Requirements




     If you accept employment with the Company offered in this Letter of Appointment, you
understand that you will be required to successfully complete a physical examination. This offer
of employment is conditional upon the satisfactory completion of a background check and drug and
alcohol screening.



F. Choice of Law



All claims, disputes and controversies, including, but not limited to, personal injury, illness or
death claims, working condition controversies, termination, discrimination, harassment, civil
rights violations, wages and payment disputes, arising out of or relating to your employment or
otherwise which you, your legal representatives, spouse, estate, children and/or statutory
beneficiaries have or may come to have against your employer, its parents, subsidiaries, affiliates
or related entities, or their agents or representatives, or against the customer for whom the work
is being performed or its partners, joint venturers, parents, subsidiaries, affiliates and related
entities, contractors and subcontractors, or against any vessel owned, operated or chartered by any
of such persons or entities, which cannot be resolved by mutual agreement shall be finally decided
by arbitration utilizing a single arbitrator in accordance with the rules then in effect for the
resolution of employment disputes by the American Arbitration Association. The
arbitration



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shall be conducted in Houston, Texas or in such other location as shall be
mutually agreed by the parties. The decision of the arbitrator shall be final, binding and
enforceable in any court of competent jurisdiction, and there shall be no appeal from the
arbitrators decision except as specifically provided by laws applicable to arbitral awards. All
statutes of limitation that would otherwise be applicable shall apply to any arbitration proceeding
conducted hereunder. Should any portion of this arbitration agreement be unenforceable under
applicable law for any reason, all other portions of this agreement shall be unaffected by the
presence of the unenforceable portion or portions, and the unenforceable portion or portions of the
agreement shall automatically be modified but only to the extent necessary to render those portions
valid and enforceable under applicable law. To the maximum extent practicable, an arbitration
proceeding hereunder shall be concluded within one-hundred eighty (180) days of the filing of the
dispute with the American Arbitration Association. To the extent permitted by applicable law, the
arbitrator shall have the power to award recovery of all costs and fees (including, without
limitation, reasonable attorneys’ fees, administrative fees, and arbitrators’ fees) to the
prevailing party. The parties agree to keep all disputes and arbitration proceedings strictly
confidential, except for disclosures required by applicable law.




     Should you have any questions, please do not hesitate to contact either Dave Sheil or myself
at (281) 529-7979.



Sincerely,




Global Industries , Ltd.






John B. Reed




	 	 	 	 

	Accepted: 

	/s/ C. Andrew Smith

	 	Date: April 22, 2010






 









 






Executive Benefits Summary




     The following benefits will be provided to you as part of your overall compensation package.



     Medical




     If you and your family are enrolled in Global’s medical insurance plan, you will be reimbursed
100% for your deductible, office visit co-payments, and co-insurance payments under our current
medical plan through a supplemental medical plan. Prescription co-pays are also reimbursed.
Charges that are considered “above usual and customary” will not be reimbursed. Benefits paid
under this plan will not be considered taxable income.



     You are free to use any provider in or out of the Company approved network. However, we
encourage you to use network providers whenever possible to avoid incurring charges considered
“above usual and customary” for which you would not be reimbursed as well as creating a significant
cost to the Company. If you do choose to utilize the services of a non-PPO provider, please be
aware that you may be asked to pay in full at the time of service. While these amounts will be
refunded to you, if you utilize a PPO provider you should only be asked to pay the $15 co-pay at
the time services are rendered.



     Dental



     You will be reimbursed 100% of the $50 calendar year deductible, and 20% and/or 50% of
co-payments for dental service charges up to the plan annual maximum of $1,000. Charges that are
“above usual and customary” will not be considered for payment under either plan. Benefits paid
under this plan will not be considered taxable income. You are free to use any dental provider.
If your dental provider does not file claims for you, initial claims should be filed with the
Company’s Benefits Administrator.



     While the Company is paying the cost of the executive dental coverage, you will be required to
pay monthly dental insurance premiums for both yourself and dependents who are participating in
this benefit.



     Supplemental Life/AD&D



     In addition to the one (1) times base in life insurance you will receive from the Company, you
will be provided with an additional $100,000 of life insurance at no cost.



     Long Term Disability



     You will be provided with Long-Term Disability coverage at no cost. If it should become
necessary for you to utilize this coverage, any benefits paid to you would be considered taxable
income.