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EXHIBIT 10.1




CAL DIVE INTERNATIONAL, INC.

2005 LONG TERM INCENTIVE PLAN




ARTICLE I




ESTABLISHMENT, PURPOSE AND DURATION




     1.1 Establishment. The Company hereby establishes an incentive compensation plan, to be known
as “Cal Dive International, Inc. 2005 Long Term Incentive Plan,” as set forth in this document.
The Plan permits the grant of Options, Restricted Stock and Restricted Stock Units. The Plan
shall become effective on the latest of (a) the date the Plan is approved by the Board (b) the date
the Plan is approved by the holders of at least a majority of the outstanding shares of voting
stock of the Company and (c) if the provisions of the corporate charter, by-laws or applicable
state law prescribes a greater degree of stockholder approval for this action, the approval by the
holders of that percentage, at a meeting of stockholders, and shall remain in effect as provided in
Section 1.3.



     1.2 Purpose of the Plan. The purpose of the Plan is to provide incentives to directors,
corporate officers and other employees of the Company and its Affiliates by enabling them to
acquire shares of common stock of the Company and to receive other compensation based on the
increase in value of the common stock of the Company or certain other performance measures. The
Plan is intended to advance the best interests of the Company, its Affiliates and its stockholders
by providing those persons who have substantial responsibility for the management and growth of the
Company and its Affiliates with additional performance incentives and an opportunity to obtain or
increase their proprietary interest in the Company, thereby encouraging them to continue in their
employment with the Company and its Affiliates.



     1.3 Duration of Authority to Make Grants Under the Plan. No Awards may be granted under the
Plan on or after May 1, 2015. The applicable provisions of the Plan will continue in effect with
respect to an Award granted under the Plan for as long as such Award remains outstanding.



ARTICLE II




DEFINITIONS




     The words and phrases defined in this Article shall have the meaning set out below throughout
the Plan, unless the context in which any such word or phrase appears reasonably requires a
broader, narrower or different meaning.



     2.1 “Affiliate” means any corporation, partnership, limited liability company or association,
trust or other entity or organization which, directly or indirectly, controls, is controlled by, or
is under common control with, the Company. For purposes of the preceding sentence, “control”
(including, with correlative meanings, the terms “controlled by” and “under common control with”),
as used with respect to any entity or organization, shall mean the possession, directly or
indirectly, of the power (a) to vote more than 50 percent (50%) of the securities having ordinary
voting power for the election of directors of the controlled entity or




 









 








organization, or (ii) to direct or cause the direction of the management and policies of the
controlled entity or organization, whether through the ownership of voting securities or by
contract or otherwise.




     2.2 “Award” means, individually or collectively, a grant under the Plan of Options, Restricted
Stock and RestrictedStock Units in each case subject to the terms and provisions of the Plan.



     2.3 “Award Agreement” means an agreement that sets forth the terms and conditions applicable
to an Award granted under the Plan.



     2.4 “Board” means the board of directors of the Company.



     2.5 “Change in Control” means the occurrence of any of the following events: (a) there shall
be consummated (i) any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of the Stock would be converted
into cash, securities or other property, other than a merger of the Company where a majority of the
Board of the surviving corporation is, and for a two-year period after the merger continues to be,
persons who were directors of the Company immediately prior to the merger or were elected as
directors, or nominated for election as director, by a vote of at least two-thirds of the directors
then still in office who were directors of the Company immediately prior to the merger, or (ii) any
sale, lease, exchange or transfer (in one transaction or a series of related transactions) of all
or substantially all of the assets of the Company; (b) the shareholders of the Company shall
approve any plan or proposal for the liquidation or dissolution of the Company; or (c) (i) any
“person” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than the
Company or a subsidiary thereof or any employee benefit plan sponsored by the Company or a
subsidiary thereof, shall become the beneficial owner (within the meaning of Rule 13d-3 under the
Exchange Act) of securities of the Company representing 20 percent or more of the combined voting
power of the Company’s then outstanding securities ordinarily (and apart from rights accruing in
special circumstances) having the right to vote in the election of directors, as a result of a
tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, and
(ii) at any time during a period of two years after such “person” becomes such a beneficial owner,
individuals who immediately prior to the beginning of such period constituted the Board shall cease
for any reason to constitute at least a majority thereof, unless the election or the nomination by
the Board for election by the Company’s shareholders of each new director during such period was
approved by a vote of at least two-thirds of the directors then still in office who were directors
at the beginning of such period.



     2.6 “Code” means the United States Internal Revenue Code of 1986, as amended from time to
time.



     2.7 “Committee” means a committee of at least two persons, who are members of the Compensation
Committee of the Board and are appointed by the Compensation Committee of the Board, or, to the
extent it chooses to operate as the Committee, the Compensation Committee of the Board. Each
member of the Committee in respect of his or her participation in any decision with respect to an
Award intended to satisfy the requirements of section 162(m)



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of the Code must satisfy the requirements of “outside director” status within the meaning of
section 162(m) of the Code; provided, however, that the failure to satisfy such requirement shall
not affect the validity of the action of any committee otherwise duly authorized and acting in the
matter. As to Awards, grants or other transactions that are authorized by the Committee and that
are intended to be exempt under Rule 16b-3 under the Exchange Act, the requirements of Rule
16b-3(d)(1) under the Exchange Act with respect to committee action must also be satisfied. For
all purposes under the Plan, the Chief Executive Officer of the Company shall be deemed to be the
“Committee” with respect to Options granted by him pursuant to Section 4.1.




     2.8 “Company” means Cal Dive International, Inc., a Minnesota corporation, or any successor
(by reincorporation, merger or otherwise).



     2.9
“Corporate Change” shall have the meaning ascribed to that term in Section 4.5(c).



     2.10 “Disability” means as determined by the Committee in its discretion exercised in good
faith, a physical or mental condition of the Holder that would entitle him to payment of disability
income payments under the Company’s long term disability insurance policy or plan for employees as
then in effect; or in the event that the Holder is not covered, for whatever reason under the
Company’s long term disability insurance policy or plan for employees or in the event the Company
does not maintain such a long term disability insurance policy, “Disability” means a permanent and
total disability as defined in section 22(e)(3) of the Code. A determination of Disability may be
made by a physician selected or approved by the Committee and, in this respect, the Holder shall
submit to an examination by such physician upon request by the Committee.



     2.11 “Employee” means (a) a person employed by the Company or any Affiliate as a common law
employee or (b) a person who has agreed to become a common law employee of the Company or any
Affiliate and is expected to become such within six (6) months from the date of a determination
made for purposes of the Plan.



     2.12 “Exchange Act” means the United States Securities Exchange Act of 1934, as amended from
time to time.



     2.13 “Fair Market Value” of the Stock as of any particular date means (1) if the Stock is
traded on a stock exchange, the closing sale price of the Stock on that date as reported on the
principal securities exchange on which the Stock is traded, or (2) if the Stock is traded in the
over-the-counter market, the average between the high bid and low asked price on that date as
reported in such over-the-counter market; provided that (a) if the Stock is not so traded, (b) if
no closing price or bid and asked prices for the stock was so reported on that date or (c) if, in
the discretion of the Committee, another means of determining the fair market value of a share of
Stock at such date shall be necessary or advisable, the Committee may provide for another means for
determining such fair market value.



     2.14 “Fiscal Year” means the Company’s fiscal year.



     2.15 “Holder” means a person who has been granted an Award or any person who is entitled to
receive Shares under an Award.



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     2.16 “Mature Shares” means shares of Stock that the Holder has held for at least six months.



     2.17 “Minimum Statutory Tax Withholding Obligation” means the amount the Company or an
Affiliate is required to withhold for federal, state and local taxes based upon the applicable
minimum statutory withholding rates required by the relevant tax authorities.



     2.18 “Option” means an option to purchase Stock granted pursuant to Article V.



     2.19 “Option Price” shall have the meaning ascribed to that term in Section 5.4.



     2.20 “Optionee” means a person who is granted an Option under the Plan.



     2.21 “Option Agreement” means a written contract setting forth the terms and conditions of an
Option.



     2.22 “Period of Restriction” means the period during which Restricted Stock is subject to a
substantial risk of forfeiture (based on the passage of time, the achievement of performance goals,
or upon the occurrence of other events as determined by the Committee, in its discretion), as
provided in Article VI.



     2.23 “Plan” means Cal Dive International, Inc. 2005 Long Term Incentive Plan, as set forth in
this document and as it may be amended from time to time.



     2.24 “Restricted Stock” means shares of restricted Stock issued or granted under the Plan
pursuant to Article VI.



     2.25 “Restricted Stock Award” means an authorization by the Committee to issue or transfer
Restricted Stock to a Holder.



     2.26
“Restricted Stock Unit” means a unit credited to a Holder’s ledger account maintained by
the Company pursuant to Article VIII.



     2.27 “Restricted Stock Unit Award” means an Award granted pursuant to Article VII.



     2.28 “Retirement” means retirement in accordance with the terms of a retirement plan that is
qualified under section 401(a) of the Code and maintained by the Company or an Affiliate in which
the Holder is a participant.



     2.29 “Section 409A” means section 409A of the Code and Department of Treasury rules and
regulations issued thereunder.



     2.30 “Stock” means the common stock of the Company, no par value per share (or such other par
value as may be designated by act of the Company’s stockholders).



     2.31 “Substantial Risk of Forfeiture” shall have the meaning ascribed to that term in section
409A of the Code and Department of Treasury guidance issued thereunder.



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     2.32 “Termination of Employment” means the termination of the Award recipient’s employment
relationship with the Company and all Affiliates.



ARTICLE III




ELIGIBILITY AND PARTICIPATION




     3.1 Eligibility. The persons who are eligible to receive Awards under the Plan are Employees
and directors of the Company.



     3.2 Participation. Subject to the terms and provisions of the Plan, the Committee may, from
time to time, select the Employees to whom Awards shall be granted and shall determine the nature
and amount of each Award.



ARTICLE IV




GENERAL PROVISIONS RELATING TO AWARDS




     4.1 Authority to Grant Awards. The Committee may grant Awards to those Employees as the
Committee shall from time to time determine, under the terms and conditions of the Plan. Subject
only to any applicable limitations set out in the Plan, the number of shares of Stock or other
value to be covered by any Award to be granted under the Plan shall be as determined by the
Committee in its sole discretion. However, the Chief Executive Officer of the Company is
authorized to grant Options, with respect to no more than 100,000 shares of Stock per Fiscal Year,
as inducements to hire prospective Employees who will not be officers of the Company subject to the
provisions of Section 16 of the Exchange Act.



     4.2 Dedicated Shares; Maximum Awards. The aggregate number of shares of Stock with respect to
which Awards may be granted under the Plan is 3,000,000. The aggregate number of shares of Stock
with respect to which Options may be granted under the Plan is 1,000,000. The aggregate number of
shares of Stock with respect to which Restricted Stock Awards or Restricted Stock Unit Awards may
be granted under the Plan is 2,000,000. The maximum number of shares of Stock with respect to which
Options may be granted to an Employee during a Fiscal Year is 88,000. The maximum number of shares
of Stock with respect to which Restricted Stock Awards may be granted to an Employee during a
Fiscal Year is 44,000. The maximum number of shares of Stock with respect to which Restricted
Stock Unit Awards may be granted to an Employee during a Fiscal Year may not exceed in value the
Fair Market Value of 50,000 shares of Stock determined as of the date of grant. Each of the
foregoing numerical limits stated in this Section 4.2 shall be subject to adjustment in accordance
with the provisions of Section 4.5. If shares of Stock are withheld from payment of an Award to
satisfy tax obligations with respect to the Award, such shares of Stock will count against the
aggregate number of shares of Stock with respect to which Awards may be granted under the Plan. If
Shares are tendered in payment of an Option Price of an Option, such shares of Stock will not be
added to the aggregate number of shares of Stock with respect to which Awards may be granted under
the Plan. To the extent that any outstanding Award is forfeited or cancelled for any reason or is
settled in cash in lieu of shares of Stock, the shares of Stock allocable to such portion of the
Award may again be subject to an Award granted under the Plan.



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     4.3 Non-Transferability. Except as specified in the applicable Award Agreements or in
domestic relations court orders, Awards shall not be transferable by the Holder other than by will
or under the laws of descent and distribution, and shall be exercisable, during the Holder’s
lifetime, only by him or her. In the discretion of the Committee, any attempt to transfer an Award
other than under the terms of the Plan and the applicable Award Agreement may terminate the Award.



     4.4 Requirements of Law. The Company shall not be required to sell or issue any shares of
Stock under any Award if issuing those shares of Stock would constitute or result in a violation by
the Holder or the Company of any provision of any law, statute or regulation of any governmental
authority. Specifically, in connection with any applicable statute or regulation relating to the
registration of securities, upon exercise of any Option or pursuant to any other Award, the Company
shall not be required to issue any shares of Stock unless the Committee has received evidence
satisfactory to it to the effect that the Holder will not transfer the shares of Stock except in
accordance with applicable law, including receipt of an opinion of counsel satisfactory to the
Company to the effect that any proposed transfer complies with applicable law. The determination
by the Committee on this matter shall be final, binding and conclusive. The Company may, but shall
in no event be obligated to, register any shares of Stock covered by the Plan pursuant to
applicable securities laws of any country or any political subdivision. In the event the shares of
Stock issuable on exercise of an Option or pursuant to any other Award are not registered, the
Company may imprint on the certificate evidencing the shares of Stock any legend that counsel for
the Company considers necessary or advisable to comply with applicable law, or, should the shares
of Stock be represented by book or electronic entry rather than a certificate, the Company may take
such steps to restrict transfer of the shares of Stock as counsel for the Company considers
necessary or advisable to comply with applicable law. The Company shall not be obligated to take
any other affirmative action in order to cause or enable the exercise of an Option or any other
Award, or the issuance of shares of Stock pursuant thereto, to comply with any law or regulation of
any governmental authority.



     4.5 Changes in the Company’s Capital Structure.



     (a) The existence of outstanding Awards shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company’s capital structure or its business, any merger or
consolidation of the Company, any issue of bonds, debentures, preferred or prior preference shares
ahead of or affecting the Stock or Stock rights, the dissolution or liquidation of the Company, any
sale or transfer of all or any part of its assets or business or any other corporate act or
proceeding, whether of a similar character or otherwise.



     (b) If the Company shall effect a subdivision or consolidation of Stock or other capital
readjustment, the payment of a Stock dividend, or other increase or reduction of the number of
shares of Stock outstanding, without receiving compensation therefor in money, services or
property, then (1) the number, class or series and per share price of Stock subject to outstanding
Options or other Awards under the Plan shall be appropriately adjusted in such a manner as to
entitle a Holder to receive upon exercise of an Option or other Award, for the same aggregate cash
consideration, the equivalent total number and class or series of Stock the Holder would have
received had the Holder exercised his or her Option or other Award in full



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immediately prior to the event requiring the adjustment, and (2) the number and class or
series of Stock then reserved to be issued under the Plan shall be adjusted by substituting for the
total number and class or series of Stock then reserved, that number and class or series of Stock
that would have been received by the owner of an equal number of outstanding shares of Stock of
each class or series of Stock as the result of the event requiring the adjustment.



     (c) If while unexercised Options or other Awards remain outstanding under the Plan (1) the
Company shall not be the surviving entity in any merger, consolidation or other reorganization (or
survives only as a subsidiary of an entity other than an entity that was wholly-owned by the
Company immediately prior to such merger, consolidation or other reorganization), (2) the Company
sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its
assets to any other person or entity (other than an entity wholly-owned by the Company), (3) the
Company is to be dissolved or (4) the Company is a party to any other corporate transaction (as
defined under section 424(a) of the Code and applicable Department of Treasury regulations) that is
not described in clauses (1), (2) or (3) of this sentence (each such event is referred to herein as
a “Corporate Change”), then, except as otherwise provided in an Award Agreement (provided that such
exceptions shall not apply in the case of a reincorporation merger), or as a result of the
Committee’s effectuation of one or more of the alternatives described below, there shall be no
acceleration of the time at which any Award then outstanding may be exercised, and no later than
ten days after the approval by the stockholders of the Company of such Corporate Change, the
Committee, acting in its sole and absolute discretion without the consent or approval of any
Holder, shall act to effect one or more of the following alternatives, which may vary among
individual Holders and which may vary among Awards held by any individual Holder (provided that,
with respect to a reincorporation merger in which Holders of the Company’s ordinary shares will
receive one ordinary share of the successor corporation for each ordinary share of the Company,
none of such alternatives shall apply and, without Committee action, each Award shall automatically
convert into a similar award of the successor corporation exercisable for the same number of
ordinary shares of the successor as the Award was exercisable for ordinary shares of Stock of the
Company):




	 	(1)  	accelerate the time at which some or all of the Awards then outstanding
may be exercised so that such Awards may be exercised in full for a limited
period of time on or before a specified date (before or after such Corporate
Change) fixed by the Committee, after which specified date all such Awards that
remain unexercised and all rights of Holders thereunder shall terminate;
	 
	 	(2)  	require the mandatory surrender to the Company by all or selected
Holders of some or all of the then outstanding Awards held by such Holders
(irrespective of whether such Awards are then exercisable under the provisions
of the Plan or the applicable Award Agreement evidencing such Award) as of a
date, before or after such Corporate Change, specified by the Committee, in
which event the Committee shall thereupon cancel such Award and the Company
shall pay to each such Holder an amount of cash per share equal to the excess,
if any, of the per share price offered to stockholders of the Company in
connection with such Corporate Change over the exercise prices under such Award
for such shares;




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	 	(3)  	with respect to all or selected Holders, have some or all of their then
outstanding Awards (whether vested or unvested) assumed or have a new award of
a similar nature substituted for some or all of their then outstanding Awards
under the Plan (whether vested or unvested) by an entity which is a party to
the transaction resulting in such Corporate Change and which is then employing
such Holder or which is affiliated or associated with such Holder in the same
or a substantially similar manner as the Company prior to the Corporate Change,
or a parent or subsidiary of such entity, provided that (A) such assumption or
substitution is on a basis where the excess of the aggregate fair market value
of the Stock subject to the Award immediately after the assumption or
substitution over the aggregate exercise price of such Stock is equal to the
excess of the aggregate fair market value of all Stock subject to the Award
immediately before such assumption or substitution over the aggregate exercise
price of such Stock, and (B) the assumed rights under such existing Award or
the substituted rights under such new Award as the case may be will have the
same terms and conditions as the rights under the existing Award assumed or
substituted for, as the case may be;
	 
	 	(4)  	provide that the number and class or series of Stock covered by an
Award (whether vested or unvested) theretofore granted shall be adjusted so
that such Award when exercised shall thereafter cover the number and class or
series of Stock or other securities or property (including, without limitation,
cash) to which the Holder would have been entitled pursuant to the terms of the
agreement or plan relating to such Corporate Change if, immediately prior to
such Corporate Change, the Holder had been the holder of record of the number
of shares of Stock then covered by such Award; or
	 
	 	(5)  	make such adjustments to Awards then outstanding as the Committee deems
appropriate to reflect such Corporate Change (provided, however, that the
Committee may determine in its sole and absolute discretion that no such
adjustment is necessary).






     In effecting one or more of alternatives in (3), (4) or (5) immediately above, and
except as otherwise may be provided in an Award Agreement, the Committee, in its sole and
absolute discretion and without the consent or approval of any Holder, may accelerate the
time at which some or all Awards then outstanding may be exercised.



     (d) In the event of changes in the outstanding Stock by reason of recapitalizations,
reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in
capitalization occurring after the date of the grant of any Award and not otherwise provided for by
this Section 4.5, any outstanding Award and any Award Agreements evidencing such Award shall be
subject to adjustment by the Committee in its sole and absolute discretion as to the number and
price of Stock or other consideration subject to such Award. In the event of any such change in
the outstanding Stock, the aggregate number of shares of Stock available under



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the Plan may be appropriately adjusted by the Committee, whose determination shall be
conclusive.



     (e) After a merger of one or more corporations into the Company or after a consolidation of
the Company and one or more corporations in which the Company shall be the surviving corporation,
each Holder shall be entitled to have his Restricted Stock appropriately adjusted based on the
manner in which the shares of Stock were adjusted under the terms of the agreement of merger or
consolidation.



     (f) The issuance by the Company of stock of any class or series, or securities convertible
into, or exchangeable for, stock of any class or series, for cash or property, or for labor or
services either upon direct sale or upon the exercise of rights or warrants to subscribe for them,
or upon conversion or exchange of stock or obligations of the Company convertible into, or
exchangeable for, stock or other securities, shall not affect, and no adjustment by reason of such
issuance shall be made with respect to, the number, class or series, or price of shares of Stock
then subject to outstanding Options or other Awards.



     4.6 Election Under Section 83(b) of the Code. No Holder shall exercise the election permitted
under section 83(b) of the Code with respect to any Award without the written approval of the Chief
Financial Officer of the Company. Any Holder who makes an election under section 83(b) of the Code
with respect to any Award without the written approval of the Chief Financial Officer of the
Company may, in the discretion of the Committee, forfeit any or all Awards granted to him or her
under the Plan.



     4.7 Forfeiture for Cause. Notwithstanding any other provision of the Plan or an Award
Agreement, if the Committee finds by a majority vote that a Holder, before or after his Termination
of Employment (a) committed a fraud, embezzlement, theft, felony or an act of dishonesty in the
course of his employment by the Company or an Affiliate which conduct damaged the Company or an
Affiliate or (b) disclosed trade secrets of the Company or an Affiliate, then as of the date the
Committee makes its finding, any Awards awarded to the Holder that have not been exercised by the
Holder (including all Awards that have not yet vested) will be forfeited to the Company. The
findings and decision of the Committee with respect to such matter, including those regarding the
acts of the Holder and the damage done to the Company, will be final for all purposes. No decision
of the Committee, however, will affect the finality of the discharge of the individual by the
Company or an Affiliate.



     4.8 Forfeiture Events. The Committee may specify in an Award Agreement that the Holder’s
rights, payments, and benefits with respect to an Award shall be subject to reduction,
cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in
addition to any otherwise applicable vesting or performance conditions of an Award. Such events
may include, but shall not be limited to, Termination of Employment for cause, termination of the
Holder’s provision of services to the Company or its Affiliates, violation of material policies of
the Company and its Affiliates, breach of noncompetition, confidentiality, or other restrictive
covenants that may apply to the Holder, or other conduct by the Holder that is detrimental to the
business or reputation of the Company and its Affiliates.



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ARTICLE V




OPTIONS




     5.1 Authority to Grant Options. Subject to the terms and provisions of the Plan, the
Committee, at any time, and from time to time, may grant Options under the Plan to eligible persons
in such number and upon such terms as the Committee shall determine.



     5.2 Type of Options Available. All options granted under the Plan shall be nonqualified stock
options that are not intended to satisfy the requirements of section 422 of the Code.



     5.3 Option Agreement. Each Option grant under the Plan shall be evidenced by an Option
Agreement that shall specify (a) the Option Price, (b) the duration of the Option, (c) the number
of shares of Stock to which the Option pertains, (d) the exercise restrictions applicable to the
Option, and (e) such other provisions as the Committee shall determine that are not inconsistent
with the terms and provisions of the Plan.



     5.4 Option Price. The price at which shares of Stock may be purchased under an Option (the
“Option Price”) shall not be less than 100 percent (100%) of the Fair Market Value of the shares of
Stock on the date the Option is granted. Subject to the limitation set forth in the preceding
sentence of this Section 5.4, the Committee shall determine the Option Price for each grant of an
Option under the Plan. Except as provided in Section 4.5, the Committee shall not directly or
indirectly lower the Option Price of a previously granted Option.



     5.5 Duration of Options. An Option shall not be exercisable after the earlier of (i) the
general term of the Option specified in Section 5.5(a), or (ii) the period of time specified herein
that follows the Optionee’s death, Disability, Retirement or other Termination of Employment.
Unless the Optionee’s applicable Option Agreement specifies otherwise, an Option shall not continue
to vest after the Optionee’s Termination of Employment for any reason other than the death or
Disability of the Optionee.



     (a) General Term of Option. Unless the Option Agreement specifies a shorter general term, an
Option shall expire on the tenth anniversary of the date the Option is granted.



     (b) Early Termination of Option Due to Termination of Employment Other Than for Death,
Disability or Retirement. Except as may be otherwise expressly provided by the Committee in an
Option Agreement, an Option shall terminate on the earlier of (1) the date of the expiration of the
general term of the Option or (2) the date that is 60 days after the date of the Optionee’s
Termination of Employment, whether with or without cause, for any reason other than the death,
Disability or Retirement of the Optionee, during which period the Optionee shall be entitled to
exercise the Option in respect of the number of shares of Stock that the Optionee would have been
entitled to purchase had the Optionee exercised the Option on the date of such Termination of
Employment. The Committee shall determine whether an authorized leave of absence, absence on
military or government service, or any other absence from service shall constitute a termination of
the employment relationship between the Optionee and the Company and all Affiliates.



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     (c) Early Termination of Option Due to Death. Unless the Committee specifies otherwise in the
applicable Option Agreement, in the event of the Optionee’s Termination of Employment due to death
before the date of expiration of the general term of the Option, the Optionee’s Option shall
terminate on the earlier of the date of expiration of the general term of the Option or the first
anniversary of the date of the Optionee’s death, during which period the Optionee’s executors or
administrators or such persons to whom such Options were transferred by will or by the laws of
descent and distribution, shall be entitled to exercise the Option in respect of the number of
shares of Stock that the Optionee would have been entitled to purchase had the Optionee exercised
the Option on the date of his death.



     (d) Early Termination of Option Due to Disability. Unless the Committee specifies otherwise in
the applicable Option Agreement, in the event of the Termination of Employment due to Disability
before the date of the expiration of the general term of the Option, the Optionee’s Option shall
terminate on the earlier of the expiration of the general term of the Option or the first
anniversary of the date of the Termination of Employment due to Disability, during which period the
Optionee shall be entitled to exercise the Option in respect of the number of shares of Stock that
the Optionee would have been entitled to purchase had the Optionee exercised the Option on the date
of such Termination of Employment.



     (e) Early Termination of Option Due to Retirement. Unless the Committee specifies otherwise in
the applicable Option Agreement, in the event of the Optionee’s Termination of Employment due to
Retirement before the date of the expiration of the general term of the Option, the Optionee’s
Option shall terminate on the earlier of the expiration of the general term of the Option or the
first anniversary of the date of the Termination of Employment due to Retirement, during which
period the Optionee shall be entitled to exercise the Option in respect of the number of shares of
Stock that the Optionee would have been entitled to purchase had the Optionee exercised the Option
on the date of such Termination of Employment.



     After the death of the Optionee, the Optionee’s executors, administrators or any person or
persons to whom the Optionee’s Option may be transferred by will or by the laws of descent and
distribution, shall have the right, at any time prior to the termination of the Option to exercise
the Option, in respect to the number of all of the remaining unexercised and unexpired shares of
Stock subject to the Option.



     5.6 Amount Exercisable. Each Option may be exercised at the time, in the manner and subject
to the conditions the Committee specifies in the Option Agreement in its sole discretion. Unless
the Committee specifies otherwise in an applicable Option Agreement, an Option Agreement shall set
forth the following terms regarding the exercise of the Option covered by the Option Agreement:



     (a) No Option granted under the Plan may be exercised until an Optionee has completed one year
of continuous employment with the Company or any subsidiary of the Company following the date of
grant;



     (b) Beginning on the day after the first anniversary of the date of grant, an Option may be
exercised up to 20 percent of the shares subject to the Option;



11









 





     (c) After the expiration of each succeeding anniversary date of the date of grant, the Option
may be exercised up to an additional 20 percent of the shares initially subject to the Option, so
that after the expiration of the fifth anniversary of the date of grant, the Option shall be
exercisable in full;



     (d) To the extent not exercised, installments shall be cumulative and may be exercised in
whole or in part until the Option expires on the tenth anniversary of the date of grant.



     However, the Committee, in its discretion, may change the terms of exercise so that any Option
may be exercised so long as it is valid and outstanding from time to time in part or as a whole in
such manner and subject to such conditions as the Committee may set. In addition, the Committee,
in its discretion, may accelerate the time in which any outstanding Option may be exercised.
However, in no event shall any Option be exercisable after the tenth anniversary of the date of the
grant of the Option.



     5.7 Exercise of Options.



     (a) General Method of Exercise. Subject to the terms and provisions of the Plan and an
Optionee’s Option Agreement, Options may be exercised in whole or in part from time to time by the
delivery of written notice in the manner designated by the Committee stating (1) that the Optionee
wishes to exercise such option on the date such notice is so delivered, (2) the number of shares of
Stock with respect to which the Option is to be exercised and (3) the address to which the
certificate representing such shares of Stock should be mailed. Except in the case of exercise by
a third party broker as provided below, in order for the notice to be effective the notice must be
accompanied by payment of the Option Price by any combination of the following: (a) cash, certified
check, bank draft or postal or express money order for an amount equal to the Option Price under
the Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal to the Option
Price under the Option (if approved in advance by the Committee or an executive officer of the
Company), (c) an election to make a cashless exercise through a registered broker-dealer (if
approved in advance by the Committee or an executive officer of the Company) or (d) except as
specified below, any other form of payment which is acceptable to the Committee. If Mature Shares
are used for payment by the Optionee, the aggregate Fair Market Value of the shares of Stock
tendered must be equal to or less than the aggregate Option Price of the shares of Stock being
purchased upon exercise of the Option, and any difference must be paid by cash, certified check,
bank draft or postal or express money order payable to the order of the Company.



     Whenever an Option is exercised by exchanging shares of Stock owned by the Optionee, the
Optionee shall deliver to the Company or its delegate certificates registered in the name of the
Optionee representing a number of shares of Stock legally and beneficially owned by the Optionee,
free of all liens, claims, and encumbrances of every kind, accompanied by stock powers duly
endorsed in blank by the record holder of the shares represented by the certificates, (with
signature guaranteed by a commercial bank or trust company or by a brokerage firm having a
membership on a registered national stock exchange). The delivery of certificates upon the
exercise of Option is subject to the condition that the person exercising the Option provide



12









 







the Company with the information the Company might reasonably request pertaining to exercise,
sale or other disposition of an Option.



     (b) Issuance of Shares. Subject to Section 4.4 and Section 5.7(c), as promptly as practicable
after receipt of written notification and payment, in the form permitted under Section 10.3, of an
amount of money necessary to satisfy any withholding tax liability that may result from the
exercise of such Option, the Company shall deliver to the Optionee certificates for the number of
shares with respect to which the Option has been exercised, issued in the Optionee’s name.
Delivery of the shares shall be deemed effected for all purposes when a stock transfer agent of the
Company shall have deposited the certificates in the United States mail, addressed to the Optionee,
at the address specified by the Optionee.



     (c) Limitations on Exercise Alternatives. The Committee shall not permit an Optionee to pay
such Optionee’s Option Price upon the exercise of an Option by having the Company reduce the number
of shares of Stock that will be delivered pursuant to the exercise of the Option. In addition, the
Committee shall not permit an Optionee to pay such Optionee’s Option Price upon the exercise of an
Option by using shares of Stock other than Mature Shares. An Option may not be exercised for a
fraction of a share of Stock.



     5.8 Transferability of Options. No Option granted under the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, except as otherwise provided in an Optionee’s Option Agreement,
all Options granted to an Optionee under the Plan shall be exercisable during his or her lifetime
only by such Optionee. Any attempted assignment of an Option in violation of this Section 5.8
shall be null and void.



     5.9 No Rights as Stockholder. An Optionee shall not have any rights as a stockholder with
respect to Stock covered by an Option until he exercises the Option; and, except as otherwise
provided in Section 4.5, no adjustment for dividends, or otherwise, shall be made if the record
date therefor is prior to the date of such exercise.



ARTICLE VI




RESTRICTED STOCK AWARDS




     6.1 Restricted Stock Awards. The Committee may make Awards of Restricted Stock to eligible
persons selected by it. The amount of, the vesting and the transferability restrictions applicable
to any Restricted Stock Award shall be determined by the Committee in its sole discretion. If the
Committee imposes vesting or transferability restrictions on a Holder’s rights with respect to
Restricted Stock, the Committee may issue such instructions to the Company’s share transfer agent
in connection therewith as it deems appropriate. The Committee may also cause the certificate for
Shares issued pursuant to a Restricted Stock Award to be imprinted with any legend which counsel
for the Company considers advisable with respect to the restrictions or, should the Shares be
represented by book or electronic entry rather than a certificate, the Company may take such steps
to restrict transfer of the Shares as counsel for the Company considers necessary or advisable to
comply with applicable law.



13









 





     6.2 Restricted Stock Award Agreement. Each Restricted Stock Award shall be evidenced by an
Award Agreement that contains any vesting, transferability restrictions and other provisions not
inconsistent with the Plan as the Committee may specify.



     6.3 Holder’s Rights as Stockholder. Subject to the terms and conditions of the Plan, each
recipient of a Restricted Stock Award shall have all the rights of a stockholder with respect to
the shares of Restricted Stock included in the Restricted Stock Award during the Period of
Restriction established for the Restricted Stock Award. Dividends paid with respect to Restricted
Stock in cash or property other than shares of Stock or rights to acquire shares of Stock shall be
paid to the recipient of the Restricted Stock Award currently. Dividends paid in shares of Stock
or rights to acquire shares of Stock shall be added to and become a part of the Restricted Stock.
During the Period of Restriction, certificates representing the Restricted Stock shall be
registered in the recipient’s name and bear a restrictive legend to the effect that ownership of
such Restricted Stock, and the enjoyment of all rights appurtenant thereto, are subject to the
restrictions, terms, and conditions provided in the Plan and the applicable Restricted Stock Award
Agreement. Such certificates shall be deposited by the recipient with the Secretary of the Company
or such other officer of the Company as may be designated by the Committee, together with all stock
powers or other instruments of assignment, each endorsed in blank, which will permit transfer to
the Company of all or any portion of the Restricted Stock which shall be forfeited in accordance
with the Plan and the applicable Restricted Stock Award Agreement.



ARTICLE VII




RESTRICTED STOCK UNIT AWARDS




     7.1 Authority to Grant Restricted Stock Unit Awards. Subject to the terms and provisions of
the Plan, the Committee, at any time, and from time to time, may grant Restricted Stock Unit Awards
under the Plan to eligible persons in such amounts and upon such terms as the Committee shall
determine. The amount of, the vesting and the transferability restrictions applicable to any
Restricted Stock Unit Award shall be determined by the Committee in its sole discretion. The
Committee shall maintain a bookkeeping ledger account which reflects the number of Restricted Stock
Units credited under the Plan for the benefit of a Holder.



     7.2 Restricted Stock Unit Awards. A Restricted Stock Unit Award shall be similar in nature to
Restricted Stock Award except that no shares of Stock are actually transferred to the Holder until
a later date specified in the applicable Award Agreement. Each Restricted Stock Unit shall have a
value equal to the Fair Market Value of a share of Stock.



     7.3 Restricted Stock Unit Award Agreement. Each Restricted Stock Unit Award shall be
evidenced by an Award Agreement that contains any Substantial Risk of Forfeiture, transferability
restrictions, form and time of payment provisions and other provisions not inconsistent with the
Plan as the Committee may specify.



14









 





     7.4 Form of Payment Under Restricted Stock Unit Award. Payment under a Restricted Stock Unit
Award shall be made in either cash or shares of Stock as specified in the Holder’s Award Agreement.



     7.5 Time of Payment Under Restricted Stock Unit Award. A Holder’s payment under a Restricted
Stock Unit Award shall be made at such time as is specified in the Holder’s Award Agreement. The
Award Agreement shall specify that the payment will be made (1) by a date that is no later than the
date that is two and one-half (2 1/2) months after the end of the Fiscal Year in which the
Restricted Stock Unit Award payment is no longer subject to a Substantial Risk of Forfeiture or (2)
at a time that is permissible under Section 409A.



     7.6 Holder’s Rights as Stockholder. A Holder of a Restricted Stock Unit Award shall have no
rights of a stockholder with respect to the Restricted Stock Unit Award. A Holder shall have no
voting rights with respect to any Restricted Stock Unit Award.



     7.7 Compliance With Section 409A. Restricted Stock Unit Awards shall be designed and operated
in such a manner that they are either exempt from the application of, or comply with, the
requirements of Section 409A.



ARTICLE VIII




ADMINISTRATION




     8.1 Awards. The Plan shall be administered by the Committee or, in the absence of the
Committee, the Plan shall be administered by the Board. The members of the Committee shall serve
at the discretion of the Board. The Committee shall have full and exclusive power and authority to
administer the Plan and to take all actions that the Plan expressly contemplates or are necessary
or appropriate in connection with the administration of the Plan with respect to Awards granted
under the Plan.



     8.2 Authority of the Committee. The Committee shall have full and exclusive power to
interpret and apply the terms and provisions of the Plan and Awards made under the Plan, and to
adopt such rules, regulations and guidelines for implementing the Plan as the Committee may deem
necessary or proper, all of which powers shall be exercised in the best interests of the Company
and in keeping with the objectives of the Plan. A majority of the members of the Committee shall
constitute a quorum for the transaction of business, and the vote of a majority of those members
present at any meeting shall decide any question brought before that meeting. Any decision or
determination reduced to writing and signed by a majority of the members shall be as effective as
if it had been made by a majority vote at a meeting properly called and held. All questions of
interpretation and application of the Plan, or as to award granted under the Plan, shall be subject
to the determination, which shall be final and binding, of a majority of the whole Committee. No
member of the Committee shall be liable for any act or omission of any other member of the
Committee or for any act or omission on his own part, including but not limited to the exercise of
any power or discretion given to him under the Plan, except those resulting from his own gross
negligence or willful misconduct. In carrying out its authority under the Plan, the Committee
shall have full and final authority and discretion, including but not limited to the following
rights, powers and authorities, to:



15









 





     (a) determine the persons to whom and the time or times at which Awards will be made;



     (b) determine the number and exercise price of shares of Stock covered in each Award, subject
to the terms and provisions of the Plan;



     (c) determine the terms, provisions and conditions of each Award, which need not be identical
and need not match the default terms set forth in the Plan;



     (d) accelerate the time at which any outstanding Award will vest;



     (e) prescribe, amend and rescind rules and regulations relating to administration of the Plan;
and



     (f) make all other determinations and take all other actions deemed necessary, appropriate or
advisable for the proper administration of the Plan.



     The Committee may correct any defect or supply any omission or reconcile any inconsistency in
the Plan or in any Award to a Holder in the manner and to the extent the Committee deems necessary
or desirable to further the Plan’s objectives. Further, the Committee shall make all other
determinations that may be necessary or advisable for the administration of the Plan. As permitted
by law and the terms and provisions of the Plan, the Committee may delegate its authority as
identified in Section 8.3.



     The actions of the Committee in exercising all of the rights, powers, and authorities set out
in this Article VIII and all other Articles of the Plan, when performed in good faith and in its
sole judgment, shall be final, conclusive and binding on all persons. The Committee may employ
attorneys, consultants, accountants, agents, and other persons, any of whom may be an Employee, and
the Committee, the Company, and its officers and Board shall be entitled to rely upon the advice,
opinions, or valuations of any such persons.



     8.3 Decisions Binding. All determinations and decisions made by the Committee or the Board,
as the case may be, pursuant to the provisions of the Plan and all related orders and resolutions
of the Committee or the Board, as the case may be, shall be final, conclusive and binding on all
persons, including the Company, its stockholders, Employees, Holders and the estates and
beneficiaries of Employees and Holders.



     8.4 No Liability. Under no circumstances shall the Company, the Board or the Committee incur
liability for any indirect, incidental, consequential or special damages (including lost profits)
of any form incurred by any person, whether or not foreseeable and regardless of the form of the
act in which such a claim may be brought, with respect to the Plan or the Company’s, the
Committee’s or the Board’s roles in connection with the Plan.



16









 





ARTICLE IX




AMENDMENT OR TERMINATION OF PLAN




     9.1 Amendment, Modification, Suspension, and Termination. Subject to Section 9.2 the
Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate the
Plan and any Award Agreement in whole or in part; provided, however, that, without the prior
approval of the Company’s stockholders and except as provided in Section 4.5, the Committee shall
not directly or indirectly lower the Option Price of a previously granted Option, and no amendment
of the Plan shall be made without stockholder approval if stockholder approval is required by
applicable law or stock exchange rules.



     9.2 Awards Previously Granted. Notwithstanding any other provision of the Plan to the
contrary, no termination, amendment, suspension, or modification of the Plan or an Award Agreement
shall adversely affect in any material way any Award previously granted under the Plan, without the
written consent of the Holder holding such Award.



ARTICLE X




MISCELLANEOUS




     10.1 Unfunded Plan/No Establishment of a Trust Fund. Holders shall have no right, title, or
interest whatsoever in or to any investments that the Company or any of its Affiliates may make to
aid in meeting obligations under the Plan. Nothing contained in the Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and any Holder, beneficiary, legal representative, or
any other person. To the extent that any person acquires a right to receive payments from the
Company under the Plan, such right shall be no greater than the right of an unsecured general
creditor of the Company. All payments to be made hereunder shall be paid from the general funds of
the Company and no special or separate fund shall be established and no segregation of assets shall
be made to assure payment of such amounts, except as expressly set forth in the Plan. No property
shall be set aside nor shall a trust fund of any kind be established to secure the rights of any
Holder under the Plan. All Holders shall at all times rely solely upon the general credit of the
Company for the payment of any benefit which becomes payable under the Plan. The Plan is not
intended to be subject to the Employee Retirement Income Security Act of 1974, as amended.



     10.2 No Employment Obligation. The granting of any Award shall not constitute an employment
contract, express or implied, nor impose upon the Company or any Affiliate any obligation to employ
or continue to employ, or utilize the services of, any Holder. The right of the Company or any
Affiliate to terminate the employment of any person shall not be diminished or affected by reason
of the fact that an Award has been granted to him, and nothing in the Plan or an Award Agreement
shall interfere with or limit in any way the right of the Company or its Affiliates to terminate
any Holder’s employment at any time or for any reason not prohibited by law.



17









 





     10.3 Tax Withholding. The Company or any Affiliate shall be entitled to deduct from other
compensation payable to each Holder any sums required by federal, state or local tax law to be
withheld with respect to the vesting or exercise of an Award or lapse of restrictions on an Award.
In the alternative, the Company may require the Holder (or other person validly exercising the
Award) to pay such sums for taxes directly to the Company or any Affiliate in cash or by check
within one day after the date of vesting, exercise or lapse of restrictions. In the discretion of
the Committee, and with the consent of the Holder, the Company may reduce the number of shares of
Stock issued to the Holder upon such Holder’s exercise of an Option to satisfy the tax withholding
obligations of the Company or an Affiliate; provided that the Fair Market Value of the shares of
Stock held back shall not exceed the Company’s or the Affiliate’s Minimum Statutory Tax Withholding
Obligation. The Committee may, in its discretion, permit a Holder to satisfy any Minimum Statutory
Tax Withholding Obligation arising upon the vesting of Restricted Stock by delivering to the Holder
of the Restricted Stock Award a reduced number of shares of Stock in the manner specified herein.
If permitted by the Committee and acceptable to the Holder, at the time of vesting of shares of
Restricted Stock, the Company shall (a) calculate the amount of the Company’s or an Affiliate’s
Minimum Statutory Tax Withholding Obligation on the assumption that all such shares of vested
Restricted Stock are made available for delivery, (b) reduce the number of such shares of Stock
made available for delivery so that the Fair Market Value of the shares of Stock withheld on the
vesting date approximates the Company’s or an Affiliate’s Minimum Statutory Tax Withholding
Obligation and (c) in lieu of the withheld shares of Stock, remit cash to the United States
Treasury and other applicable governmental authorities, on behalf of the Holder, in the amount of
the Minimum Statutory Tax Withholding Obligation. The Company shall withhold only whole shares of
Stock to satisfy its Minimum Statutory Tax Withholding Obligation. Where the Fair Market Value of
the withheld shares of Stock does not equal the amount of the Minimum Statutory Tax Withholding
Obligation, the Company shall withhold shares of Stock with a Fair Market Value slightly less than
the amount of then Minimum Statutory Tax Withholding Obligation and the Holder must satisfy the
remaining minimum withholding obligation in some other manner permitted under this Section 10.3.
The withheld shares of Stock not made available for delivery by the Company shall be retained as
treasury shares or will be cancelled and, in either case, the Holder’s right, title and interest in
such shares of Stock shall terminate. The Company shall have no obligation upon vesting or
exercise of any Award or lapse of restrictions on Restricted Stock until the Company or an
Affiliate has received payment sufficient to cover the Minimum Statutory Tax Withholding Obligation
with respect to that vesting, exercise or lapse of restrictions. Neither the Company nor any
Affiliate shall be obligated to advise a Holder of the existence of the tax or the amount which it
will be required to withhold.



     10.4 Written Agreement. Each Award shall be embodied in a written agreement or statement
which shall be subject to the terms and conditions of the Plan. The Award Agreement shall be
signed by a member of the Committee on behalf of the Committee and the Company or by an executive
officer of the Company, other than the Holder, on behalf of the Company, and may be signed by the
Holder to the extent required by the Committee. The Award Agreement may specify the effect of a
Change in Control on the Award. The Award Agreement may contain any other provisions that the
Committee in its discretion shall deem advisable which are not inconsistent with the terms and
provisions of the Plan.



18









 





     10.5 Indemnification of the Committee. The Company shall indemnify each present and future
member of the Committee against, and each member of the Committee shall be entitled without further
action on his or her part to indemnity from the Company for, all expenses (including attorney’s
fees, the amount of judgments and the amount of approved settlements made with a view to the
curtailment of costs of litigation, other than amounts paid to the Company itself) reasonably
incurred by such member in connection with or arising out of any action, suit or proceeding in
which such member may be involved by reason of such member being or having been a member of the
Committee, whether or not he or she continues to be a member of the Committee at the time of
incurring the expenses, including, without limitation, matters as to which such member shall be
finally adjudged in any action, suit or proceeding to have been negligent in the performance of
such member’s duty as a member of the Committee. However, this indemnity shall not include any
expenses incurred by any member of the Committee in respect of matters as to which such member
shall be finally adjudged in any action, suit or proceeding to have been guilty of gross negligence
or willful misconduct in the performance of his duty as a member of the Committee. In addition, no
right of indemnification under the Plan shall be available to or enforceable by any member of the
Committee unless, within 60 days after institution of any action, suit or proceeding, such member
shall have offered the Company, in writing, the opportunity to handle and defend same at its own
expense. This right of indemnification shall inure to the benefit of the heirs, executors or
administrators of each member of the Committee and shall be in addition to all other rights to
which a member of the Committee may be entitled as a matter of law, contract or otherwise.



     10.6 Gender and Number. If the context requires, words of one gender when used in the Plan
shall include the other and words used in the singular or plural shall include the other.



     10.7 Severability. In the event any provision of the Plan shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and
the Plan shall be construed and enforced as if the illegal or invalid provision had not been
included.



     10.8 Headings. Headings of Articles and Sections are included for convenience of reference
only and do not constitute part of the Plan and shall not be used in construing the terms and
provisions of the Plan.



     10.9 Other Compensation Plans. The adoption of the Plan shall not affect any other option,
incentive or other compensation or benefit plans in effect for the Company or any Affiliate, nor
shall the Plan preclude the Company from establishing any other forms of incentive compensation
arrangements for Employees.



     10.10 Other Awards. The grant of an Award shall not confer upon the Holder the right to
receive any future or other Awards under the Plan, whether or not Awards may be granted to
similarly situated Holders, or the right to receive future Awards upon the same terms or conditions
as previously granted.



19









 





     10.11 Successors. All obligations of the Company under the Plan with respect to Awards
granted hereunder shall be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of the Company.



     10.12 Law Limitations/Governmental Approvals. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may be required.



     10.13 Delivery of Title. The Company shall have no obligation to issue or deliver evidence of
title for shares of Stock issued under the Plan prior to:



     (a) obtaining any approvals from governmental agencies that the Company determines are
necessary or advisable; and



     (b) completion of any registration or other qualification of the Stock under any applicable
national or foreign law or ruling of any governmental body that the Company determines to be
necessary or advisable.



     10.14 Inability to Obtain Authority. The inability of the Company to obtain authority from
any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any shares of Stock hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such shares of Stock as to
which such requisite authority shall not have been obtained.



     10.15 No Fractional Shares. No fractional shares of Stock shall be issued or delivered
pursuant to the Plan or any Award. The Committee shall determine whether cash, additional Awards,
or other property shall be issued or paid in lieu of fractional shares of Stock or whether such
fractional shares or any rights thereto shall be forfeited or otherwise eliminated.



     10.16 Waiver of Jury. Each Award Agreement shall specify that the Award recipient and the
Company shall both waive a trial by jury of any or all issues arising in any action or proceeding
between the parties or their successors, heirs and assigns, under or connected with the Award, the
Plan, or any of the provisions of the Award Agreement or the Plan.



     10.17 Governing Law. The provisions of the Plan and the rights of all persons claiming
thereunder shall be construed, administered and governed under the laws of the State of Texas,
without regard to principles of conflicts of law.




20










 






FORM OF RESTRICTED STOCK AWARD AGREEMENT

Cal Dive International, Inc.

2005 Long Term Incentive Plan



This Restricted Stock Award Agreement (the “Agreement”) is made by and between Cal
Dive International, Inc. (“Company”) and                                          (“Employee”)
effective as of the            day of                     , 20      (“Grant Date”), pursuant to the Cal Dive
International, Inc. 2005 Long Term Incentive Plan, as amended (the “Plan”), which is
incorporated by reference herein in its entirety.




     WHEREAS, the Company desires to grant to the Employee the shares of equity securities
specified herein (the “Shares”), subject to the terms and conditions of this Agreement; and



     WHEREAS, the Employee desires to have the opportunity to hold Shares subject to the terms and
conditions of this Agreement;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows:



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




	 	(a)  	“Forfeiture Restrictions” shall mean any prohibitions and restrictions
set forth herein with respect to the sale or other disposition of Shares issued to the
Employee hereunder and the obligation to forfeit and surrender such shares to the
Company.






	 	(b)  	“Restricted Shares” shall mean the Shares that are subject to the
Forfeiture Restrictions under this Agreement.




Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such
terms in the Plan.




     2. Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be
issued in the Employee’s name the following Shares as Restricted Shares: ___shares of
the Company’s common stock, no par value. The Company shall cause the transfer agent to register in
book-entry form, in the Employee’s name, the Restricted Shares, and any shares of Stock or rights
to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any
Period of Restriction (the “Retained Distributions”). During the Period of Restriction such
direct registration shall include the restriction that ownership of such Restricted Shares (and any
Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the
restrictions, terms, and conditions provided in the Plan and this Agreement. The Employee shall
have the right to vote the Restricted Shares awarded to the Employee and to receive and retain all
regular dividends paid in cash or property (other than Retained Distributions), and to exercise all
other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares,
with the exception that (a) the



 









 




Employee shall not be entitled to delivery of the Restricted Shares until the Forfeiture
Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all
Retained Distributions made or declared with respect to the Restricted Shares (and such Retained
Distributions shall be subject to the same restrictions, terms and conditions as are applicable to
the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which
such Retained Distributions shall have been made, paid, or declared shall have become vested, and
such Retained Distributions shall not bear interest or be segregated in separate accounts and (c)
the Employee may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the
Restricted Shares or any Retained Distributions during the Period of Restriction. Upon direct
registration of the Restricted Shares with such depository as may be designated by the Committee as
a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the
Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each
endorsed in blank, which will permit transfer to the Company of all or any portion of the
Restricted Shares and any securities constituting Retained Distributions which shall be forfeited
in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this
Agreement the Employee accepts and agrees to be bound by all the terms and conditions of the Plan
and this Agreement.




     3. Transfer Restrictions. The Shares granted hereby may not be sold, assigned, pledged,
exchanged, hypothecated or otherwise transferred, encumbered or disposed of, to the extent then
subject to the Forfeiture Restrictions. Any such attempted sale, assignment, pledge, exchange,
hypothecation, transfer, encumbrance or disposition in violation of this Agreement shall be void
and the Company shall not be bound thereby. Further, the Shares granted hereby that are no longer
subject to Forfeiture Restrictions may not be sold or otherwise disposed of in any manner which
would constitute a violation of any applicable federal or state securities laws. The Employee also
agrees (i) that the Company may refuse to cause the transfer of the Shares to be registered on the
applicable stock transfer records if such proposed transfer would, in the opinion of counsel
satisfactory to the Company, constitute a violation of any applicable securities law and (ii) that
the Company may give related instructions to the transfer agent, if any, to stop registration of
the transfer of the Shares.



     4. Vesting. [To be determined by the Committee.]



     5. Capital Adjustments and Reorganizations. The existence of the Restricted Shares shall not
affect in any way the right or power of the Company or any company the stock of which is awarded
pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or
other change in its capital structure or its business, engage in any merger or consolidation, issue
any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose
of all or any part of its assets or business, or engage in any other corporate act or proceeding.



     6. Tax Withholding. To the extent that the receipt of the Restricted Shares or the lapse of
any Forfeiture Restrictions results in income to the Employee for federal, state or local income or
employment tax purposes with respect to which the Company has a withholding obligation, the
Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be,
such amount of money as the Company may require to meet its obligation under applicable tax laws or
regulations, and, if the Employee fails to do so, the Company is authorized to withhold from the
Shares granted hereby or from any cash or stock remuneration then or



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thereafter payable to the Employee in any capacity any tax required to be withheld by reason
of such resulting income.




     7. Employment Relationship. For purposes of this Agreement, the Employee shall be considered
to be in the employment of the Company and its Affiliates as long as the Employee has an employment
relationship with the Company and its Affiliates. The Committee shall determine any questions as
to whether and when there has been a termination of such employment relationship, and the cause of
such termination, under the Plan and the Committee’s determination shall be final and binding on
all persons.



     8. Section 83(b) Election. The Employee shall not exercise the election permitted under
section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Restricted
Shares without the written approval of the Chief Financial Officer of the Company. If the Chief
Financial Officer of the Company permits the election, the Employee shall timely pay the Company
the amount necessary to satisfy the Company’s attendant tax withholding obligations, if any.



     9. No Fractional Shares. All provisions of this Agreement concern whole Shares. If the
application of any provision hereunder would yield a fractional share, such fractional share shall
be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole
share if it is 0.5 or more.



     10. Not an Employment Agreement. This Agreement is not an employment agreement, and no
provision of this Agreement shall be construed or interpreted to create an employment relationship
between the Employee and the Company and its Affiliates or guarantee the right to remain employed
by the Company and its Affiliates for any specified term.



     11. Legend. If the Employee is an officer or affiliate of the Company under the Securities
Act of 1933, the Employee consents to the restriction that resale or other transfer of the Shares
must be in accordance with such Act and all applicable rules thereunder.



     12. Notices. Any notice, instruction, authorization, request or demand required hereunder
shall be in writing, and shall be delivered either by personal delivery, by telegram, telex,
telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or
by courier or delivery service, addressed to the Company at the then current address of the
Company’s Principal Corporate Office, and to the Employee at the Employee’s address indicated
beneath the Employee’s signature on the execution page of this Agreement, or at such other address
and number as a party shall have previously designated by written notice given to the other party
in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by
facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed
receipt of communications sent by facsimile means); and when delivered (or upon the date of
attempted delivery where delivery is refused), if hand-delivered, sent by express courier or
delivery service, or sent by certified or registered mail, return receipt requested.



     13. Amendment and Waiver. This Agreement may be amended, modified or superseded only by
written instrument executed by the Company and the Employee. Only a written instrument executed
and delivered by the party waiving compliance hereof shall make any waiver of the terms or
conditions. Any waiver granted by the Company shall be effective



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only if executed and delivered by a duly authorized executive officer of the Company other
than the Employee. The failure of any party at any time or times to require performance of any
provisions hereof shall in no manner effect the right to enforce the same. No waiver by any party
of any term or condition, or the breach of any term or condition contained in this Agreement, in
one or more instances, shall be construed as a continuing waiver of any such condition or breach, a
waiver of any other condition, or the breach of any other term or condition.




     14. Governing Law and Severability. This Agreement shall be governed by the laws of the State
of Texas, without regard to its conflicts of law provisions. The invalidity of any provision of
this Agreement shall not affect any other provision of this Agreement, which shall remain in full
force and effect.



     15. Successors and Assigns. Subject to the limitations which this Agreement imposes upon the
transferability of the Shares granted hereby, this Agreement shall bind, be enforceable by and
inure to the benefit of the Company and its successors and assigns, and to the Employee, the
Employee’s permitted assigns, executors, administrators, agents, legal and personal
representatives.



     16. Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original for all purposes but all of which taken together shall constitute but one and
the same instrument.



     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer
thereunto duly authorized, and the Employee has executed this Agreement, all effective as of the
date first above written.



	 	 	 	 	 
	 
	 	CAL DIVE INTERNATIONAL, INC.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	 	 	 
	

	 	Title:	 	 
	

	 	 	 	 
	 
	 	 	 	 
	 
	 	EMPLOYEE:
	 
	 	 	 	 
	 
	 	 
	

	 	Name:	 	 
	

	 	 	 	 
	

	 	Address:	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 







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