exv10w3






Exhibit 10.3








	Form 1   The Nonqualified Plan Participation Agreement Step 1   Participant
Information and Acceptance of the PlanNonqualified Plan Participation Agreement
This Nonqualified Plan Participation Agreement (Agreement) is entered into by and between GM
Offshore, Inc., having its principal place of business at 10111 Richmond Avenue, Suite 340,
Houston, TX 77042 (hereinafter the Employer) and First Name
M.I. Last NameSocial Security Number Date of Birth
(hereinafter the Participant) The Employer has previously adopted Nonqualified Excess
Plan of GM Offshore, Inc. (hereinafter the Plan) primarily for the purpose of providing deferred
compensation benefits for a select group of management or highly compensated participants. The
Participant, in recognition of his/her valuable service to the Employer, has been selected by the
Committee as an eligible participant in the Plan. In consideration of the mutual covenants and
conditions contained herein, and for such good and valuable consideration, the receipt and adequacy
of which is hereby admitted and acknowledged, the parties hereto agree as follows:





 









 









	Step 2  Deferral Election ?I elect to receive Employer Credits but do not
elect to defer any additional compensation. OR Please complete the appropriate boxes
below Percentage from each Paycheck or Payroll No Deferral (check the box) Deferral of Base
Salary: (Minimum 1% / Maximum 50% ) % Deferral of Service Bonus: (Minimum 10% / Maximum 100% )
% Deferral of Performance-Based Compensation: (Minimum 10% / Maximum 100% ) % Deferral of
Director’s Fees: (Minimum 5% / Maximum 100% ) % Participant Name (Please Print)







 









 












	Step 3  Account Set Up Select one of the two options below to set up the account:
If no selection is made, the entire account will be allocated as specified below
? Allocate both OR ? Allocate 100%
Participant Deferrals andof the Employer Credits to the
Employer Credits as specifiedRetirement Account and
below. Please check your plan’sParticipant Deferrals as
vesting requirements beforespecified below.
selecting this option.
Retirement Account% In-Service Account(s)
(Distribution date must be at least 2 years after the account is established) Choose either
lump sum payment or number of years to receive annual payments: (Maximum 5 years) New
Account: % / / to be paid as: ?
Lump sum ? Annual installments for years (Date payout begins)
Existing Account: % / / to be
paid as: ? Lump sum ? Annual installments for years
(Date payout begins) Education Account(s) (Distribution date
must be at least 2 years after the account is established) Choose number of years to receive
annual payments: (Maximum 6 years) % / /
years
(Name of Student) (Date payout begins) % /
/ years
(Name of Student) (Date payout begins) %
/ / years
(Name of Student) (Date payout begins) %
/ / years
(Name of Student)
(Date payout begins) 100% *
* If incomplete, allocation will default to 100% Retirement Account. ** If your
allocation is directed to an In-Service or Education Account scheduled for distribution in a
calendar year in which contributions are made, that portion of your allocation will default to the
Retirement Account.






 











 









	Step 4 – Acknowledgement of Plan Provisions Acknowledgements: The Participant hereby
acknowledges the following: The obligation of the Employer to make payments under the Plan and the
Agreement is a contractual liability of the Employer to the Participant. Such payments shall be
made from the general funds of the Employer, and the Employer shall not be required to establish or
maintain any special or separate fund, or otherwise to segregate assets to make the payment. The
Participant shall not have any interest in any particular assets of the Employer by reason of the
Employer’s obligation under the Plan and this Agreement. To the extent that the Participant or any
other person acquires a right to receive payments under the Plan and this Agreement, such rights
shall be no greater than the right of an unsecured creditor of the Employer. This Agreement shall
continue in effect, unless modified or revoked in writing, until the earlier of the date on which
the Participant terminates his or her services to the Employer or the date on which the Participant
ceases to be an active participant in the Plan. Deferrals and Employer Credits shall be credited
according to the allocation and distribution election in effect at the time the deferral is
credited to the Deferred Compensation Account. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. IN WITNESS WHEREOF, This Agreement has been executed by and
on behalf of the parties hereto as of the date first written below. Signature of Participant
Participant Name (Please Print) Date Committee Approval Signature of Committee
(Individual Authorized to Act on Behalf of Committee) Title of Individual Authorized to Act on
Behalf of Committee            Participant’s Plan Participation Date Participant’s Date of Hire
/ / / /