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Exhibit 10.7
 RESTRICTED STOCK AWARD AGREEMENT
Cal Dive International, Inc.
2006 Long Term Incentive Plan
 Agreement Company Employee Grant Date Cal Dive International,, Inc. 2006 Long
Term Incentive Plan Plan
 WHEREAS Shares
 WHEREAS
 NOW, THEREFORE
 Definitions.
 (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.
  Grant of Restricted Shares. Retained Distributions




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Transfer Restrictions.
 Vesting.
 (a)
    
    The Shares that are granted hereby shall be subject to Forfeiture Restrictions.
The Forfeiture Restrictions shall lapse as to the Shares that are granted hereby in
accordance with the following subparagraphs (i), (ii) and (iii), provided
that the Employees employment with the Company and its Affiliates has not
terminated prior to the lapse date:
 (i)
    
    With respect to ___ of the Shares, representing 53% of the
total Shares (the Initial Percentage), the Forfeiture Restrictions shall
lapse in accordance with the following schedule:
 Number of Restricted SharesLapse Date
    
    as to which Forfeiture Restrictions LapseFirst Anniversary of Grant Date
    
    20% of Initial PercentageSecond Anniversary of Grant Date
    
    40% of Initial PercentageThird Anniversary of Grant Date
    
    60% of Initial PercentageFourth Anniversary of Grant Date
    
    80% of Initial PercentageFifth Anniversary of Grant Date
    
    100% of Initial PercentageOccurrence of a Change in Control
    
    100% of Initial Percentage
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(ii)
    
    With respect to the remainder of the Shares, the Forfeiture
Restrictions shall lapse with respect to a percentage (each, a Sale
Percentage) of the Shares, in equal increments over five years commencing on
the first anniversary of the date or dates (each, a Sale Closing Date) on
which the percentage ownership by Helix Energy Solutions Group, Inc. (Helix)
of the Companys Common Stock is reduced (whether resulting from a sale by
Helix of additional shares of Company Common Stock or an issuance by the
Company of shares of its Common Stock to stockholders other than Helix). The
Forfeiture Restrictions with respect to any and all remaining Shares shall
lapse in equal increments over five years commencing on the first anniversary
of the date on which Helix no longer owns 51% or more of the total voting power
of the Companys Common Stock. Notwithstanding the foregoing, upon the
occurrence of a Change of Control, the Forfeiture Restrictions shall lapse as
to 100% of the Shares.(iii)
    
    For purposes of this Agreement, the Sale Percentage shall be
determined by dividing the percentage (expressed as a whole number) of the
Companys Common Stock that is held by stockholders other than Helix on the
Sale Closing Date in question by 51, and subtracting from the quotient derived
thereby the sum of the Initial Percentage and any prior Sale Percentages (each
expressed as a whole number).
 By way of example, if upon a Sale Closing Date, the percentage of Common Stock held
by stockholders other than Helix is 35%, and there have been no prior Sale Closing
Dates, the Sale Percentage shall equal [68.6 (35÷51) less 53], or 15.6%. Thus the
Forfeiture Restrictions would commence to lapse with respect to an additional 15.6%
of the Shares on the first anniversary of such Sale Closing Date.
 If, following the Sale Closing Date in the above example, there occurred another
Sale Closing Date as a result of which the percentage of Common Stock held by
stockholders other than Helix was 45%, the Sale Percentage would equal [88.2 (45÷51)
less [53+15.6]], or 19.6%. Thus the Forfeiture Restrictions would commence with
respect to an additional 19.6% of the Shares on the first anniversary of such Sale
Closing Date.
 If following the above Sale Closing Date there occurred an additional Sale Closing
Date, as a result of which, stockholders other than Helix held more than 49% of the
outstanding Common Stock, the Forfeiture Restrictions on all remaining Shares would
commence to lapse on the first anniversary of the date of such event.
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(b)
    
    Except as may otherwise be provided in the Plan, if the Employees employment
with the Company and all of its Affiliates terminates for any reason prior to the lapse
date, including due to the death or disability of the Employee, the Forfeiture
Restrictions then applicable to the Restricted Shares shall not lapse and the number of
Restricted Shares then subject to the Forfeiture Restrictions shall be forfeited to the
Company. Upon the lapse of the Forfeiture Restrictions with respect to Shares granted
hereby, the Company shall cause the reference to such restrictions to be removed from
the book entry for such Shares, or, if requested by the Employee, shall cause to be
delivered to the Employee a stock certificate representing such Shares, and such Shares
shall be transferable by the Employee (except to the extent that any proposed transfer
would, in the opinion of counsel satisfactory to the Company, constitute a violation of
applicable securities law). Notwithstanding any other provision of this Agreement, in
no event will the Forfeiture Restrictions expire prior to the satisfaction by the
Employee of any liability arising under Section 6 of this Agreement.
 Capital Adjustments and Reorganizations.
 Tax Withholding.
  Employment Relationship. -4-
        Section 83(b) Election.
 No Fractional Shares.
 Not an Employment Agreement.
 Further Restriction on Transfer
 Notices.
 Amendment and Waiver.
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Governing Law and Severability.
 Successors and Assigns.
 Counterparts.
  CAL DIVE INTERNATIONAL, INC.By:William L. TransierChair, Compensation CommitteeEMPLOYEE:«Name»«Address»«City_State_Zip»
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IRREVOCABLE STOCK POWER
 ,
  «Name»