exv10w2






Exhibit 10.2




Form Non-Qualified Stock Option (2005 Plan)




GLOBAL INDUSTRIES, LTD.



NON-QUALIFIED STOCK OPTION AGREEMENT



     AGREEMENT made as of     
            (the “Date of Grant”) between GLOBAL INDUSTRIES, LTD., a
Louisiana corporation (the “Company”) and          
                      (“Employee”).



     To carry out the purposes of the GLOBAL INDUSTRIES, LTD. 2005 STOCK INCENTIVE PLAN (the
“Plan”), by affording Employee the opportunity to purchase shares of Common Stock, $.01 par value
per share, of the Company (“Common Stock”), and in consideration of the mutual agreements and other
matters set forth herein and in the Plan, the Company and Employee hereby agree as follows:



     1. Grant of Option. The Company hereby irrevocably grants to Employee the right and option
(“Option”) to purchase all or any part of an aggregate of                          shares of Common Stock,
on the terms and conditions set forth herein and in the Plan, which Plan is incorporated herein by
reference as a part of this Agreement. This Option shall not be treated as an incentive
stock option within the meaning of section 422(b) of the Internal Revenue Code of 1986, as amended
(the “Code”). This Option is not transferable by Employee otherwise than by will or the laws of
descent and distribution, and may be exercised only by Employee during Employee’s lifetime.



     2. Purchase Price. The purchase price of Common Stock purchased pursuant to the exercise of
this Option shall be                           per share, which has been determined to be not less than 100%
of the fair market value of the Common Stock at the Date of Grant of this Option. For all purposes
of this Agreement, fair market value of Common Stock shall be determined in accordance with the
provisions of the Plan.



     3. Exercise of Option. Subject to the earlier expiration of this Option as herein provided,
this Option may be exercised, by written notice to the Company at its principal executive office
addressed to the attention of its Human Resources Department, Stock Plan Administrator (or such
other officer or employee of the Company as the Company may designate from time to time), at any
time and from time to time after the Date of Grant, but, except as otherwise provided below, this
Option shall not be exercisable for more than a percentage of the aggregate number of shares
offered by this Option determined by the number of full years from the Date of Grant hereof to the
date of such exercise, in accordance with the following schedule:



	 	 	 	 	 
	Number of Full Years	 	Percentage of Shares
	from Date of Grant	 	That May Be Purchased
	 
	 	 	 	 
	Less than 1 year
	 	 	0%	 
	1 year
	 	####
	2 years
	 	####
	3 years
	 	####
	4 years
	 	####
	5 years or more
	 	 	 	 






     This Option may be exercised only while Employee remains an employee of the Company and will
terminate and cease to be exercisable upon Employee’s termination of employment with the Company,
except that:



 









 






     A. If Employee’s employment with the Company terminates by reason of disability (within
the meaning of section 22(e)(3) of the Code) or Retirement, this Option shall be fully
vested and may be exercised by Employee (or Employee’s estate or the person who acquires
this Option by will or the laws of descent and distribution or otherwise by reason of the
death of Employee) at any time during the period of one year following such termination. For
purposes of this Agreement, “Retirement” shall mean a full time active Employee in
good-standing ceasing to be in the employ of the Company with the consent of the Company who
is at least 60 years of age and has at least 10 years of recognized service with the
Company, in each case at the time of such termination of employment.




     B. If Employee dies while in the employ of the Company, this Option shall be fully
vested and may be exercised by Employee’s estate, or the person who acquires this Option by
will or the laws of descent and distribution or otherwise by reason of the death of
Employee, at any time during the period of one year following the date of Employee’s death.




     C. If Employee’s employment with the Company terminates for any reason other than as
described in (a) or (b) above, unless Employee voluntarily terminates without the written
consent of the Company or is terminated for cause, this Option may be exercised by Employee
at any time during the period of 90 days following such termination, or by Employee’s estate
(or the person who acquires this Option by will or the laws of descent and distribution or
otherwise by reason of the death of Employee) during a period of one year following
Employee’s death if Employee dies during such 90-day period, but in each case such exercise
shall be permitted only as to the number of shares Employee was entitled to purchase
hereunder upon exercise of this Option as of the date Employee’s employment so terminates.
For purposes of this Agreement, “cause” shall mean (i) Employee’s gross negligence or
willful misconduct in performance of the duties of Employee’s employment, or (ii) Employee’s
willful disregard of any written corporate policies established by the Company and
applicable to Employee, or (iii) Employee’s material breach of any written agreement between
Employee and the Company, or (iv) Employee’s final conviction of a misdemeanor involving
moral turpitude or a felony.


This Option shall not be exercisable in any event after the expiration of ten years from the Date
of Grant hereof. The purchase price of shares as to which this Option is exercised shall be paid
in full at the time of exercise (a) in cash (including check, bank draft or money order payable to
the order of the Company), (b) by delivering to the Company shares of Common Stock having a fair
market value equal to the purchase price, provided that such shares must have been held by Employee
for such minimum period of time as may be established from time to time by the Committee or (c) any
combination of cash or Common Stock. No fraction of a share of Common Stock shall be issued by the
Company upon exercise of an Option or accepted by the Company in payment of the purchase price
thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect
the issuance and acceptance of only whole shares of Common Stock. Unless and until a certificate
or certificates representing such shares shall have been issued by the Company to Employee,
Employee (or the person permitted to exercise this Option in the event of Employee’s death) shall
not be or have any of the rights or privileges of a shareholder of the Company with respect to
shares acquirable upon an exercise of this Option.




     4. Withholding of Tax. To the extent that the exercise of this Option or the disposition of
shares of Common Stock acquired by exercise of this Option results in compensation income or wages
to Employee for income tax purposes, Employee shall deliver to the Company at the time of such
exercise or disposition such amount of money or, with the consent of the Administrator, shares of
Common Stock as the Company may require to meet its obligation under applicable tax laws or
regulations, and, if Employee fails to do so, the Company is authorized to withhold from any cash
or Common Stock remuneration then or thereafter payable to Employee (including out of any cash or
shares of Common



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Stock distributable to Employee upon such exercise) any tax required to be withheld by reason
of such resulting compensation income or wages.




     5. Status of Common Stock. The Company has registered or intends to register for issuance
under the Securities Act of 1933, as amended (the “Act”) the shares of Common Stock acquirable upon
exercise of this option, and intends to keep such registration effective throughout the period this
Option is exercisable. In the absence of such effective registration or an available exemption
from registration under the Act, issuance of shares of Common Stock acquirable upon exercise of
this Option will be delayed until registration of such shares is effective or an exemption from
registration under the Act is available. The Company intends to use its reasonable best efforts to
insure that no delay will occur. In the event exemption from registration under the Act is
available upon an exercise of this Option, Employee (or the person permitted to exercise this
Option in the event of Employee’s death), if requested by the Company to do so, will execute and
deliver to the Company in writing an agreement containing such provisions as the Company may
require to assure compliance with applicable securities laws.



     Employee agrees that the shares of Common Stock which Employee may acquire by exercising this
Option will not be sold or otherwise disposed of in any manner which would constitute a violation
of any applicable securities laws. Employee also agrees (i) that the certificates representing the
shares of Common Stock purchased under this Option may bear such legend or legends as the
Administrator of the Plan deems appropriate in order to assure compliance with applicable
securities laws, (ii) that the Company may refuse to register the transfer of the shares of Common
Stock purchased under this Option on the Common Stock transfer records of the Company if such
proposed transfer would in the opinion of counsel satisfactory to the Company constitute a
violation of any applicable securities law and (iii) that the Company may give related instructions
to its transfer agent, if any, to stop registration of the transfer of the shares of Common Stock
purchased under this Option.



     6. Employment Relationship. For purposes of this Agreement, Employee shall be considered to
be in the employment of the Company as long as Employee remains an employee of either the Company
or Subsidiary of the Company, or a corporation, partnership or other entity or a subsidiary of such
corporation, partnership or other entity assuming or substituting its securities for the Common
Stock, or that is otherwise a successor to the Company. Nothing in the adoption of the Plan, nor
the award of the Restricted Shares thereunder pursuant to this Agreement, shall confer upon
Employee the right to continued employment by the Company or affect in any way the right of the
Company to terminate such employment at any time. Unless otherwise provided in a written
employment agreement or by applicable law, Employee’s employment by the Company shall be on an
at-will basis, and the employment relationship may be terminated at any time by either the Employee
or the Company for any reason whatsoever, with or without cause. Any question as to whether and
when there has been a termination of such employment, and the cause of such termination, shall be
determined by the Committee, and its determination shall be final.



     7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any
successors to the Company and all persons lawfully claiming under Employee.



     8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Texas.



     9. Entire Agreement; Amendment. This Agreement replaces and merges all previous agreements
and discussions relating to the same or similar subject matters between Employee and the Company
and constitutes the entire agreement between Employee and the Company with respect to the subject
matter of this Agreement (i.e., this Restricted Share Grant). This Agreement may not be modified



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in any respect by any verbal statement, representation or agreement made by any employee,
officer, or representative of the Company or by any written agreement unless signed by an officer
of the Company who is expressly authorized by the Company to execute such document. Except as
provided below, any modification of this Agreement shall be effective only if it is in writing and
signed by both Employee and an authorized officer of the Company. Notwithstanding anything in the
Plan or this Agreement to the contrary, if the Committee determines that the provisions of new
Section 409A of the Code apply to this Agreement and that the terms of this Agreement do not, in
whole or in part, satisfy the requirements of such section, then the Committee, in its sole
discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply
with such section and any regulations or guidance issued thereunder.




     10. Notices. Any notices or other communications provided for in this Agreement shall be
sufficient if in writing. In the case of Employee, such notices or communications shall be deemed
effectively delivered if hand delivered to Employee at its principal place of employment or if sent
by registered or certified mail, return receipt requested, postage paid, to Employee at the last
address Employee has filed with the Company. In the case of the Company, such notices or
communications shall be effectively delivered if sent by registered or certified mail to the
Company at its principal executive offices.



     11. Interpretation. In the event of any conflict between the terms of this Agreement and the
Plan, the Plan shall control. Capitalized terms used in this Agreement that are not defined in the
body of this Agreement shall have the meanings attributed to such terms under the Plan.



     12. Acknowledgements Regarding Section 409A and Section 422 of the Code. Employee understands
that if the purchase price of the Common Stock under this Option is less than the fair market value
of such Common Stock on the Date of Grant of this Option, then Employee may incur adverse tax
consequences under section 409A and Section 422 of the Code. Employee acknowledges and agrees that
(a) Employee is not relying upon any determination by the Company, its affiliates, or any of their
respective employees, directors, officers, attorneys or agents (collectively, the “Company
Parties”) of the fair market value of the Common Stock on the Date of Grant of this Option, (b)
Employee is not relying upon any written or oral statement or representation of the Company Parties
regarding the tax effects associated with Employee’s execution of this Agreement and his receipt,
holding and exercise of this Option, and (c) in deciding to enter into this Agreement, Employee is
relying on his own judgment and the judgment of the professionals of his choice with whom he has
consulted. Employee hereby releases, acquits and forever discharges the Company Parties from all
actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs
and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any
way related to the tax effects associated with Employee’s execution of this Agreement and his
receipt, holding and exercise of this Option.



     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officer
thereunto duly authorized, and Employee has executed this Agreement, all as of the day and year
written below.



	 	 	 	 	 	 
	
GLOBAL INDUSTRIES, LTD.


 	 	 
	BY:  	 	 	 
	 	
[Name and title of Executive 

Officer signing for the Company] 	 	 [Employee Name]
	 
	Date:  
	 	Date:  





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