exv10w1






Exhibit 10.1









May 20, 2010




Mr. Ashit Jain

Global Industries Asia Pacific Pte. Ltd.

41 Science Park Road

#03-24/28, the Gemini

Singapore Science Park 11

Singapore 117610





			
	     Re:	 	Promotion and Relocation to Houston




Dear AJ:




     This Letter of Appointment sets out the terms and conditions on which you are being
transferred from Singapore to Houston, Texas.




	1.	 	Position
	 
	 	 	Title: Chief Operating Officer
	 
	 	 	Salary: US$325,000 per year
	 
	 	 	Effective Date: June 16, 2010
	 
	2.	 	Annual Incentive





     You will continue to be eligible for participation in the Company’s Annual Stock Incentive
Plan for 2010 (Bonus Plan). The target participation level is 50% of your revised annual salary.




	3.	 	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 general benefits is attached.




	4.	 	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 current annual program consists of performance share units. As you commence



Initials                     




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




 









 





			
	 	 	 
	Mr. Ashit Jain

May 20, 2010

Page 2
	 	





your new
position with the Company, an additional target award of 12,000 Performance Share Units under the
2010-2011 cycle has been approved by the Board. These shares may be earned based upon achievement
of the EPS goals established by the Committee for the cycle. Assuming that the Board follows prior
practice, you can anticipate another equity award in February 2011.





	5.	 	Foreign Resident Allowance 
	 
	 	 	This allowance will be discontinued on June 15, 2010.
	 
	6.	 	Foreign Service Premium
	 
	 	 	This allowance will be discontinued on June 15, 2010.
	 
	7.	 	Housing





     While assigned in Singapore, you and your family resided in Company-provided housing that will
remain under lease following your relocation. Please arrange an inspection of the home after you
have removed your personal possessions to document the condition of the residence so that we can
confirm if any repairs are required for which you are responsible. We will then arrange for
cleaning of the house before relocation of the next resident.




	8.	 	Federal Income Tax and Social Security (FICA)





     As a consequence of your relocation to the United States effective June 16, 2010, your
earnings will once again be subject to Federal Income Tax, State Tax and the Federal Income
Contributions Act (FICA) at applicable rates.




	9.	 	Tax Preparation Assistance





     As you will be departing the foreign area on a permanent basis in 2010, your tax return will
be prepared by the Company’s tax preparer and the respective tax reimbursement due (if any) will be
computed and paid to you during the 2010 tax return filing season.


10. Paid Time Off (PTO)




     You will be eligible for twenty-five (25) days of Paid Time Off (PTO) per year. PTO covers
all excused absences from work such as vacation and or absences due to illness and in conjunction
with short-term disability leave and disability salary continuation plan. PTO does not apply to
holidays, jury duty, military leave or funeral leave. Please advise if you have any unused
vacation days that will be rolled over and be used in the United States.


11. Miscellaneous Relocation Allowance




     The Company recognizes that there are many incidental expenses that will occur when you are
relocating and your family’s normal living pattern is temporarily disrupted. To help you cover
most of these contingency costs, you will be paid a Miscellaneous Relocation Allowance



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	Mr. Ashit Jain

May 20, 2010

Page 3
	 	





equal to one (1) month of your base salary effective on the date your family relocates to the
Houston area.




     To receive payment of the Miscellaneous Relocation Allowance, the enclosed sample memorandum
should be completed, signed, approved and forwarded to the local Human Resources Manager. Requests
for payment of these amounts in advance will not be considered.




	12.	 	Excess Baggage/Air Freight





     The Company will provide reimbursement to you for the cost of one (1) checked excess bag over
the two (2) checked bags permitted by the airline for you and you eligible dependents on your
transfer to Houston. Also, you will be allowed to airfreight up to 500 pounds (includes packing,
but excludes crating materials) of personal belongings (such as additional clothing, some kitchen
supplies, etc. until your household effects shipment arrives) at company expense from your present
residence in Sharjah to Houston. The value of this benefit may not be substituted for cash or
other benefits in-kind.




	13.	 	Air Travel Accommodations





     The Company will furnish one-way Business Class air transportation for you and eligible
dependents residing with you on a permanent basis from your assigned foreign work location to
Houston, Texas.




	14.	 	Temporary Accommodations





     Upon arrival in Houston and while seeking permanent housing, your actual and reasonable
temporary living expenses for you and your family will be reimbursed via expense report for a
period of up to thirty (30) days. The temporary living expenses incurred for hotel, meals, laundry
and a rental car will be reimbursed by submission of expense reports with appropriate receipts.




	15.	 	Purchase of Primary Residence in the Houston Area





     The Company will pay reasonable closing costs (see attached list; does not include discount
points) as shown on the Summary of Entitlements if you purchase your primary home in Houston or the
surrounding area. Per IRS rules, all applicable taxes will be deducted from this allowance. This
benefit will remain valid for up to a maximum of twelve (12) months from the date you relocate to
Houston or the surrounding area. The value of this benefit may not be substituted for other
benefits in-kind.



     For reimbursement of moving costs, realtor fees/commissions and approved closing costs,
expenses should be submitted via the attached memorandum along with a Settlement Statement (i.e.,
HUD) (see attached). These amounts may be claimed after (not before) your transfer to Houston.
Requests for payment of these amounts in advance will not be considered.



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	Mr. Ashit Jain

May 20, 2010

Page 4
	 	







	16.	 	Household Goods Storage





     The storage of your household goods in the Houston area has been Company paid in conjunction
with your recently completed expatriate assignment. The Company will continue to direct pay that
storage requirement through September 30, 2010, or sooner, if these services are no longer
required.




	17.	 	Voluntary Separation





     In the event you voluntarily separate from the Company, you agree to reimburse the Company for
any and all relocation expenses paid to you such as: Relocation (Moving) Expenses, Miscellaneous
Relocation Allowance, etc. per the following:



     Voluntarily separate within one (1) year from date of transfer: 100%



     Voluntarily separate after one (1) year from date of transfer: 0%




	18.	 	Administrative and Miscellaneous Issues 





     American Express Platinum Card




     You are eligible to receive reimbursement for the annual fee of $300 for an American Express
Platinum Card. Benefits of the Platinum Card include the following:




	 	•	 	Complimentary hotel upgrades
	 
	 	•	 	Complimentary access to airport clubs
	 
	 	•	 	Free memberships in premium rental car programs
	 
	 	•	 	Free enrollment in American Express Reward Program
	 
	 	•	 	Free companion tickets on international flights in first or business class
	 
	 	•	 	Travel emergency assistance
	 
	 	•	 	Baggage insurance plan
	 
	 	•	 	$1,000,000 travel insurance





     If you currently are an American Express cardholder, you may apply by calling American Express
Platinum Card Services at (800) 525-3355. If you do not have an American Express card, you will be
required to call AMEX’s new accounts department at (800) 354-4760. They will fax to you a one-page
application form for you to complete and fax back to their office (fax no. 801-945-7900).The annual
fee of $300 for the Platinum Card may be claimed via expense report. All charges incurred on the
Platinum Card will be for your account with business expenses claimed via expense report as usual,
per policy.



     Change-In-Control




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



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	Mr. Ashit Jain

May 20, 2010

Page 5
	 	






     Stock Ownership Guideline




     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 me for further information regarding your specific guideline.




	19.	 	Decision/Acceptance





     The Company would appreciate your carefully examining the terms and conditions and advising
your decision to transfer and relocate to the Houston area, and acceptance of the various
relocation entitlements and restrictions as indicated in this document. The various relocation
entitlements are part of your overall compensation, which is personal and private; therefore, it
should not be discussed with your co-workers. We trust you will keep this information
confidential.



     Should you have any questions, please do not hesitate to contact me at (281) 529-7930.



Sincerely,




Global Industries Offshore, L.L.C.




David R. Sheil

Senior Vice President, Human Resources




	 	 	 	 	 	 	 

	Accepted:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 










 









 








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.