Exhibit 10.1


 


AMENDED AND RE-STATED


EMPLOYMENT AND NON-COMPETITION AGREEMENT


 

This Employment Agreement (this "Agreement") between Horizon
Offshore, Inc., a Delaware corporation ("Company"), and George G. Reuter
("Employee") is dated as of July 1, 2003. 

 

The Company and the Employee agree as follows:

 


1.    
Employment.  The Company has hired the
Employee and the Employee agreed to be employed upon the terms and conditions
hereinafter set forth.

 


2.    
Term.  (a)  Subject to the provisions for
termination as hereinafter provided, Employee's employment pursuant to the terms
of this Agreement shall be for the period of three (3) years from the date of
this Agreement. This three (3) year period of employment is referred to herein
as the "Employment Term." 

 

(b)     If Employee continues to serve as an employee of the
Company after the Employment Term, such continued employment shall be subject to
the terms of this Agreement but shall be terminable at will by either the
Company or Employee. 

 

(c)     Following Employee ceasing for whatever reason to be an
employee of the Company, each party shall have the right to enforce all rights,
and shall be bound by all obligations, of such party that are continuing rights
and obligations under the terms of this Agreement.

 

3.    
Title and Duties. The Employee will have the title
"Senior Vice President and Group Executive of Projects and Proposals" of the
Company's subsidiary, Horizon Offshore Contractors, Inc., and shall perform such
duties, consistent with the Employee's job title, as may be prescribed from time
to time by the Chief Executive Officer.

 

4.    
Compensation and Benefits. The Company will provide
or will cause to be provided to Employee a minimum annual base salary of
$218,000. The Employee shall be entitled to all benefits and perquisites
provided to similarly situated employees of the Company.

 

5.    
    
    Termination of Employment.

 


(a)    During the Employment Term, the Employee's status as an employee will
    terminate immediately and automatically upon the earliest to occur of:

 


(i)    the death or "Disability" (as defined below) of the Employee;
        

 


(ii)    the discharge of the Employee by the Company "For Cause" (as defined
        below);
        

 


(iii)    the expiration of the Employment Term.

 

The Employee hereby accepts such employment subject to the
terms and conditions hereof.

 


(b)    As used herein, "For Cause" shall mean any one or more of the following:

  


(i)    violation by the Employee of the terms of this Agreement or the
        Employee's failure to perform the Employee's duties in a manner
        consistent with the Employee's position;
        

 


(ii)    excessive absenteeism on the part of the Employee that is not
        otherwise protected or allowed by law;
        

 


(iii)    the Employee's conviction of any felony whatsoever, or of any
        misdemeanor that involves fraud, dishonesty or moral turpitude;
        

 


(iv)    the Employee's having detectable traces of drugs, narcotics or any
        controlled substances in his system while at work, and/or misuse of
        prescription medication while working; as well as the possession or
        distribution of drugs, narcotics or any controlled substances at any
        time or place; or
        

 


(v)    the Employee's conducting himself in a way that is contrary to the
        Company's business interests. 

 

Anything in this Agreement to the contrary notwithstanding,
the Employee's employment may not be terminated "For Cause" unless and until
there shall have been delivered to the Employee a copy of a resolution duly
adopted by the affirmative vote of not less than a majority of the entire
membership of the Board (without giving effect to the Employee's status as a
director or any vote of the Employee) at a meeting of the Board called and held
for the purpose (after reasonable notice to the Employee and an opportunity for
the Employee to be heard before the Board), finding that in the good faith
opinion of the Board the Employee was culpable of any of the conduct set forth
in clauses (i) through (v) of this subparagraph (b) and specifying the
particulars thereof in detail.

 


(c)     As used herein, "Disability" shall mean a physical or mental impairment
    of the Employee that in the determination of the Board has prevented the
    Employee from performing the duties assigned to the Employee by the company
    for 90 consecutive days or more during any 12 consecutive months. Days of
    absence attributable to leave under the Family Medical Leave Act or as
    reasonable accommodation under the Americans With Disabilities Act, or other
    laws protecting such absences, will not be counted as part of the 90 days in
    determining whether the Employee is disabled within the meaning of this
    definition. The Employee's employment hereunder, except as otherwise agreed
    to in writing between the Company and the Employee, shall cease as of the
    date of such determination. The Employee agrees to submit to medical
    examinations, at the Company's sole cost and expense, to determine whether
    the Employee is substantially unable, with or without reasonable
    accommodation, to perform the essential functions of his position with the
    Company, pursuant to reasonable requests that the Company may make from time
    to time. During the period of any such physical or mental impairment as
    provided above, the salary otherwise payable to the Employee may, in the
    absolute discretion of the Company, be reduced by the amount of any
    disability benefits or payments received by the Employee from the Company or
    any disability or health plan funded in whole or in part by the Company
    (excluding health insurance benefits or other reimbursement of medical
    expenses attributable to insurance policies that have not been funded in any
    part by the Company).

 

(d)     Employee shall have the right to terminate this Agreement
in the event of the acquisition or a public announcement that a person or group
of persons (other than the holders of the Company's common stock on the date of
this Agreement and other than the Company or any of its subsidiaries or any
employee benefit plan of the Company or any such subsidiary) has acquired 30% or
more of the Company's outstanding common stock; or the Company is involved in a
merger or other business combination or sale or transfer of assets or earning
power aggregating more than 50% of the assets or earning power of the Company
and its subsidiaries, taken as a whole, and as a result of such transaction the
Company's equity holders prior to the transaction hold less than fifty (50%)
percent of the surviving or transferee entity.

 

(e)     In the event of termination of this Agreement by Employee
in accordance with Section 5 (d), above, Employee shall be entitled to: (i) a
lump sum payment by Company equal to two hundred (200%) percent of Employee's
annual base salary in effect at the time of termination, (ii) a lump sum payment
by Company equal to the difference between the option exercise price of any
unvested option and the market value of the stock on the date of termination,
and (iii) continued participation in any welfare benefit plans, including
without limit medical, life insurance and disability insurance and continued
receipt of any perquisites Employee is receiving on the date of termination for
a period of two (2) years.

 

(f)     Notwithstanding anything to the contrary in this
Agreement, in the event that any payment, benefit or distribution by Company to
or for the benefit of the Employee, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (a
"Payment"), would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended, or any interest or penalties with
respect to such excise tax (such excise tax, together with any such interest or
penalties, are hereinafter collectively referred to as the "Excise Tax"),
Company shall pay to the Employee an additional payment (a "Gross-up payment")
in an amount such that after payment by the Employee of all taxes (including any
interest or penalties imposed with respect to such taxes), including any Excise
Tax imposed on any Gross-up Payment, the Employee retains an amount of the
Gross-up Payment equal to the Excise Tax imposed upon the Payments. Company and
the Employee shall make an initial determination as to whether a Gross-up
Payment is required and the amount of any such Gross-up Payment. The Employee
shall notify Company in writing of any claim by the Internal Revenue Service
which, if successful, would require Company to make a Gross-up Payment (or a
Gross-up Payment in excess of that, if any, initially determined by Company and
the Employee) within five days of the receipt of such claim. Company shall
notify the Employee in writing at least ten days prior to the due date of any
response required with respect to such claim if it plans to contest the claim.
If Company decides to contest such claim, the Employee shall cooperate fully
with Company in such action; provided, however, Company shall bear and pay
directly or indirectly all costs and expenses (including additional interest and
penalties) incurred in connection with such action and shall indemnify and hold
the Employee harmless, on an after-tax basis, for any Excise Tax or income tax,
including interest and penalties with respect thereto, imposed as a result of
Company's action. If, as a result of Company's action with respect to a claim,
the Employee receives a refund of any amount paid by Company with respect to
such claim, the Employee shall promptly pay such refund to Company. If Company
fails to timely notify the Employee whether it will contest such claim or
Company determines not to contest such claim, then Company shall immediately pay
to the Employee the portion of such claim, if any, which it has not previously
paid to the Employee.

 

6.     Trade Secrets, Etc.  The Employee shall hold, both
during the Employment Term and thereafter, in a fiduciary capacity for the
benefit of the Company all secret or confidential information, knowledge or data
relating to the Company or any of its subsidiaries or corporate affiliates and
their respective businesses and operations, which shall have been obtained by
the Employee during the Employee's employment (whether prior to or after the
date hereof) and which shall not have become public knowledge (other than by
acts of the Employee or his representatives in violation of this Agreement). The
Employee agrees (i) that, without the prior written consent of the Company or as
may be otherwise required by law or legal process, he will not communicate or
divulge any such information, knowledge or data to any party other than the
Company and (ii) to deliver promptly to the Company upon its written request any
confidential information, knowledge or data in his possession, whether produced
by the Company or any of its subsidiaries and corporate affiliates or by the
Employee, that relates to the business of the Company or any of its subsidiaries
and joint ventures or any past, current or prospective activity of the Company
or any of its subsidiaries and joint ventures. The Employee shall be permitted
to retain copies of such data as are necessary in order to enable the Employee
to assert any rights under this Agreement, provided that such data shall be used
solely for such purpose.

 

7.     Limited Covenant Not to Compete.  (a)  While Employee
is employed by the Company, the Employee will not, directly or indirectly, own,
manage, operate, control, be employed by, participate in, or be connected in any
manner with the ownership, management, operation or control of any company or
other business enterprise engaged in a line or lines of business similar to that
of the Company or any of its subsidiaries or joint ventures, within the States
of Texas, Louisiana, Mississippi, Alabama or Florida (including any area
offshore in the Gulf of Mexico or any such state) or any other jurisdiction,
whether within or outside the United States in which the business of the Company
or any of its subsidiaries or joint ventures is carried on, so long as the
Company or any of its subsidiaries or joint ventures carries on a like line of
business therein; provided, however, that nothing contained herein shall
prohibit the Employee from making investments in any publicly held company which
do not exceed in the aggregate two percent of the equity interest of such
company.

 

(b)     As part of the consideration for the compensation and
benefits to be paid to the Employee hereunder; to protect the trade secrets and
confidential information of Company and its affiliates that have been and will
in the future be disclosed or entrusted to the Employee, the business good will
of the Company and its affiliates that has been and will in the future be
developed in the Employee, or the business opportunities that have been and will
in the future be disclosed or entrusted to the Employee by the Company and its
affiliates; and, as an additional incentive for the Company to enter in this
Agreement, the Company and the Employee agree to the non-competition obligations
hereunder. The obligations of the Employee set forth in this Section 7 shall
apply during the term of this Agreement and any continued employment of the
Employee by the Company.

 

8.     No Tampering.  While Employee is employed by the
Company and for one year following the termination of Employee's employment with
the Company, the Employee shall not (a) request, induce or attempt to influence
any supplier of goods or services to the Company to curtail or cancel any
business they may transact with the Company; (b) request, induce or attempt to
influence any customers of the Company that have done business with or potential
customers which have been in contact with the Company to curtail or cancel any
business they may transact with the Company; or (c) request, induce or attempt
to influence any employee of the Company to terminate his or her employment with
the Company.

 

9.     Statements Concerning the Company. The Employee
shall refrain, both during the Employment Term and following the termination of
Employee's employment by the Company for any reason, from publishing any oral or
written statements about the Company, any of its affiliates, or any of such
entities' officers, employees, agents or representatives that are slanderous,
libelous, or defamatory; or that disclose private or confidential information
about the Company, any of its affiliates, or any of such entities' business
affairs, officers, employees, agents or representatives; or that constitute an
intrusion into the seclusion or private lives of the Company, any of its
affiliates, or any of such entities' officers, employees, agents or
representatives or that give rise to unreasonable publicity about the private
lives of the Company, any of its affiliates, or any of such entities' officers,
employees, agents or representatives; or that place the Company, any of its
affiliates, or any of such entities' officers, employee, agents or
representatives in a false light before the public; or that constitute a
misappropriation of the name or likeness of the Company, any of its affiliates,
or any of such entities; officers, employees, agents or representatives. A
violation or threatened violation of this prohibition may be enjoined by the
courts. The rights afforded the Company and its affiliates under this provision
are in addition to any and all rights and remedies otherwise afforded by law.

 

10.     Injunctive Relief.  In the event of a breach or
threatened breach by the Employee of the provisions of Sections 6, 7, 8 or 9 of
this Agreement during or after the term of this Agreement, the Company shall be
entitled to injunctive relief restraining the Employee from violation of such
paragraph. Nothing herein shall be construed as prohibiting the Company from
pursuing any other remedy at law or in equity it may have in the event of breach
or threatened breach of this Agreement by the Employee.

 

11.     Binding Effect.  (a)  This Agreement shall be
binding upon and inure to the benefit of the Company and any of its successors
or assigns.

 

(b)     This Agreement is personal to the Employee and shall not be assignable by
the Employee without the consent of the Company (there being no obligation to
give such consent) other than such rights or benefits as are transferred by will
or the laws of descent and distribution.

 

(c)     The Company will require any successor or assign (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the assets or businesses of the Company (i) to assume
unconditionally and expressly this Agreement and (ii) to agree to perform all of
the obligations under this Agreement in the same manner and to the same extent
as would have been required of the Company had no assignment or succession
occurred, such assumption to be set forth in a writing reasonably satisfactory
to the Employee. In the event of any such assignment or succession, the term
"Company" as used in this Agreement shall refer also to such successor or
assign.

 

12.     Notices.  Any notice or other communication
required under this Agreement shall be in writing, shall be deemed to have been
given and received when delivered in person, or, if mailed, shall be deemed to
have been given when deposited in the United States mail, first class,
registered or certified, return receipt requested, with proper postage prepaid,
and shall be deemed to have been received on the third business day thereafter,
and shall be addressed as follows:


	
		If to the Company, addressed to:

		

		Horizon Offshore, Inc.

		2500 City West Boulevard, Suite 2200

		Houston, Texas 77042

		

		If to the Employee, addressed to:

		

		George Reuter

		22307 Fairbay Drive

		Katy, Texas 77450

	



or such other address as to which any party hereto may have
notified the other in writing.

 

13.     Governing Law.  This Agreement shall be governed by
and interpreted in accordance with the laws of the State of Texas.

 

14.     Entire Agreement.  This Agreement and the documents
referred to herein, contain or refer to the entire agreement or understanding
between the Employee and the Company relating to the employment of the Employee
by the company. No provision of the Agreement may be modified or amended except
by an instrument in writing signed by or for both parties hereto. 

 

15.    Severability.  If any term or provision of this
Agreement, or the application thereof to any person or circumstance, shall at
any time or to any extent be invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby and each term and provision of this Agreement
shall be valid and enforced to the fullest extent permitted by law.

 

16.     Waiver of Breach.  The waiver by either party of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach thereof.

 

17.     Remedies Not Exclusive.  No remedy specified herein
shall be deemed to be such party's exclusive remedy, and accordingly, in
addition to all of the rights and remedies provided for in this Agreement, the
parties shall have all other rights and remedies provided to them by applicable
law, rule or regulation.

 

18.     Beneficiaries.  Whenever this Agreement provides
for any payment to be made to the Employee or his estate, such payment may be
made instead to such beneficiary or beneficiaries as the Employee may have
designated in writing and filed with the Company. The Employee shall have the
right to revoke any such designation from time to time and to re-designate any
beneficiary or beneficiaries by written notice to the Company.

 

19.     
Arbitration.  All disputes arising out of or in
connection with this Agreement or any transaction hereunder shall be finally
settled under the Commercial Arbitration Rules of the American Arbitration
Association. This clause means that the parties hereby waive their right to have
such disputes adjudicated, litigated or tried in a court of law. The
arbitrator's award shall be final and binding. Judgment upon the award rendered
may be entered in any court having jurisdiction over the party against which the
award is rendered. The arbitration shall take place in Houston, Texas. 

 

20.     Counterparts.  This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original but
all of which together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
just above written.

 

	
     
	
    HORIZON OFFSHORE, INC.

     

     
 

	
     
	
    By:
	
    /s/ Bill J. Lam

	
     
	
     
	
    Bill J. Lam

    President

	
     	
     	
     
	
     	
     
	
     
	
    EMPLOYEE:

     

     

	/s/ George G. Reuter

	
     	
    George G. Reuter