exv10w1






Exhibit 10.1









February 22, 2010




Mr. John B. Reed, Jr.
 

Houston, Texas 77007




     Re:     Employment as Chief Executive Officer



Dear John:




     I am writing to formalize our offer to join Global Industries, Ltd. (“Global” or “the
Company”) as its Chief Executive Officer. In this position, you will report to the Board of
Directors of Global Industries, Ltd. (“the Board”). Assuming you accept this employment offer, you
will be appointed as a member of the Board of Directors of the Company effective when you commence
employment. As agreed, you will commence employment with Global on March 2, 2010. Terms and
conditions of your employment will be as outlined below.



A. Standard Compensation




     1. Base Compensation



     In your position as Chief Executive Officer, your base annual salary will be $750,000. At
Global, salary payments are made twice per month. At Global, Base Compensation is reviewed
annually by the Compensation Committee.



     2. Annual Bonus Incentive Plan




     As an executive of the Company, you will be eligible for participation in an Annual Bonus
Incentive Plan (“Bonus Plan”). For 2010, your target-level participation in the Bonus Plan will be
one hundred (100%) percent of your base salary if performance goals are achieved at the Target
level. Achievement of goals at the Maximum level will result in an award of up to 200% with
Threshold performance set at 50% of the Target. Bonus Plan for 2010 will be established by the
Compensation Committee at its meeting on February 24, 2010. Payment of this bonus will be in
Global common stock.



     3. 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 annual
program for 2010 consists of performance shares earned based upon results versus goals over a
two-year performance cycle. However, as you start your Chief Executive



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




 









 





	 	 	 
	Mr. John B. Reed, Jr.

February 17, 2010

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Officer position with the Company, a special equity-based Employment Incentive award
consisting of Restricted Stock and Stock Options has been approved by the Board. (Details of the
Employment Incentive award are outlined below.) Assuming that the Board follows prior practice,
you can anticipate another regular equity award in February 2011.




     Effective on the date you commence employment, you will be granted a Target of 200,000
Performance Units. The number of shares that you may earn under the Performance Unit award will
depend on actual results compared to performance goals that will be established by the Compensation
Committee at its meeting on February 24, 2010. All members of Global’s management team will have
the same performance goals. The award has three basic performance levels: threshold, target and
maximum. Based on the actual performance against the goals, your actual award can range from zero
to 200%. Of course, if the threshold level of performance is not achieved you will not have earned
any shares of stock and the award will expire.



     4. 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 benefits will be forwarded to your attention.



     5. Paid Time Off (PTO)




     Twenty (20) days per year. Paid time off covers all excused absences from work such as
vacation and/or absence due to illness. PTO does not apply to holidays, jury duty, military leave,
or funeral leave.



     6. Automotive Allowance




     You will receive an allowance of $1,000 per month to defray automotive expenses.


B. Employment Incentive




     1. Restricted Shares




     Effective on the date you commence employment, you will be awarded 200,000 restricted shares
of Company stock. Assuming your continued employment with the Company, fifty (50%) percent of
these shares will vest on the third anniversary of your employment with the remaining fifty (50%)
percent vesting on the fifth year after you begin service as Chief Executive Officer. A stock
agreement will be forwarded to you shortly after you have commenced employment with the Company.



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	Mr. John B. Reed, Jr.

February 17, 2010

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     2. Stock Options




     Effective on the date you commence employment, you will be granted options to purchase 150,000
shares of Global common stock at the closing market price on that date. Subject to your continued
employment, the options are valid for ten (10) years, taxable when executed with 33% annual vesting
over three (3) years per the terms and conditions of the Stock Option Agreement. A Stock Option
Agreement detailing its terms and conditions will be forwarded to you shortly after you have
commenced employment with the Company.


C. Termination Without Cause or by Mutual Agreement




     In the event your employment as Chief Executive Officer is terminated a) by the Company
without Cause or b) by Mutual Agreement, you will receive a payment from the Company equal to your
base annual salary effective on the date of termination provided you remain available to the
Company for up to ninety (90) days to ensure a smooth transition of your duties as Chief Executive
Officer (the “Transition Period”) and execution of an appropriate mutual waiver and release by both
parties. During the Transition Period, you will be expected to perform such duties as may be
assigned to you by the Board to ensure that your departure does not adversely impact the Company.
While it is recognized that you may not be working full-time during the Transition Period, you will
remain on full salary and be eligible for normal benefits.



     In addition, in the event you are involuntarily terminated by the Company without Cause or if
your termination is by Mutual Agreement and this termination occurs more than one-year after you
commence active employment with Global, all unvested stock options and restricted shares granted to
you as an Employment Incentive shall immediately vest in full and all restrictions therein shall
lapse on the effective date of termination. Stock options will then remain available for exercise
for up to one (1) year from the date of termination unless scheduled to expire earlier.



     Any payments and stock awards shall be made within thirty (30) days of the date of
termination. Notwithstanding any provision of this Agreement to the contrary, if at the time of
your termination of employment, you are a “specified employee” as defined in Section 409A, then to
the extent that any payment to you under this Agreement would constitute a deferral of compensation
for purposes of Section 409A, payments of such amounts to which you would otherwise be entitled
during the six month period following your termination of employment will be accumulated and paid
in a lump sum on the first day of the seventh month after the date of your termination of
employment. This section shall apply only to the extent required to avoid your incurrence of any
additional tax or interest under Section 409A.



     As used in this paragraph, the term “Cause” shall mean that you (a) have engaged in gross
negligence or willful misconduct which causes or could reasonably be expected to be materially
injurious to Global or any of its affiliates; (b) have willfully refused without proper legal
reason to perform the duties and responsibilities assigned to you by the Board (other than as a
result of disability) and such refusal continues for five (5) business days after written demand



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	Mr. John B. Reed, Jr.

February 17, 2010

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to you for performance (specifying the manner in which you have willfully failed to perform)
from the Board; (c) have materially breached any corporate policy, including substance abuse
policies, ethics policies or any code of conduct maintained and established by the Company in
writing that is applicable to the Company’s executives and such breach is incapable of being cured
or remains uncured by you for five (5) business days after written notice to you of the breach; (d)
have willfully engaged in conduct that you know or should have known is materially injurious to
Global or any of its affiliates, including fraud or misappropriation; or (e) have been convicted of
a misdemeanor involving moral turpitude (which shall not in any event include any offense involving
operation of a motor vehicle) or a felony; provided that no act or failure to act by you shall be
considered “willful” unless done or omitted to be done by you without a reasonable belief that your
action or omission was in or not opposed to the best interest of the Company.




     As used in the paragraph, the term “Mutual Agreement” shall mean a written agreement between
you and Global’s Board of Directors under which a) you agree to resign from employment with the
Company; b) the Board agrees to accept such resignation; and c) the parties agree in writing to
such other terms and conditions as deemed acceptable at that time.


D. Change-In-Control Agreement




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



     Pursuant to this Agreement, in the event of a Change-In-Control transaction, all outstanding
stock options and restricted shares will vest immediately and performance share units will be
deemed earned at the Target level. In addition, if your employment is terminated without cause or
you resign with good reason following a Change-In-Control, you will receive a lump sum payment
equal to three (3) times your base salary and target bonus as well as other benefits as outlined in
the agreement. Please review the attached agreement for additional details.


E. Stock Ownership Guidelines




     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 five (5) 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 Dave Sheil, Senior Vice President, Human Resources for further information regarding
your specific guideline.



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	Mr. John B. Reed, Jr.

February 17, 2010

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F. D&O Insurance




     As an executive of the Company, the Company shall provide and you shall benefit from and
participate in, to the fullest extent permitted by law, directors and officers insurance policies
of the Company, the cost of which shall be borne by the Company. The Company shall cause such
insurance policies to be maintained for such period following the termination of your employment as
may be necessary to continue to cover any acts or omissions which occurred during your employment.


G. Indemnification




     The Company agrees to provide the employee with an indemnification agreement to the same
extent as the other directors of the Company which provides an indemnity and hold harmless
agreement.


H. Pre-Employment Physical Examination & Other Pre-Employment Requirements




     If you accept employment with the Company offered in this Letter of Appointment, you
understand that you will be required to successfully complete a physical examination. This offer
of employment is conditional upon the satisfactory completion of a background check and drug and
alcohol screening.


I. Choice of Law




     All claims, disputes and controversies, including, but not limited to, personal injury,
illness or death claims, working condition controversies, termination, discrimination, harassment,
civil rights violations, wages and payment disputes, arising out of or relating to your employment
or otherwise which you, your legal representatives, spouse, estate, children and/or statutory
beneficiaries have or may come to have against your employer, its parents, subsidiaries, affiliates
or related entities, or their agents or representatives, or against the customer for whom the work
is being performed or its partners, joint venturers, parents, subsidiaries, affiliates and related
entities, contractors and subcontractors, or against any vessel owned, operated or chartered by any
of such persons or entities, which cannot be resolved by mutual agreement shall be finally decided
by arbitration utilizing a single arbitrator in accordance with the rules then in effect for the
resolution of employment disputes by the American Arbitration Association. The arbitration shall
be conducted in Houston, Texas or in such other location as shall be mutually agreed by the
parties. The decision of the arbitrator shall be final, binding and enforceable in any court of
competent jurisdiction, and there shall be no appeal from the arbitrators decision except as
specifically provided by laws applicable to arbitral awards. All statutes of limitation that would
otherwise be applicable shall apply to any arbitration proceeding conducted hereunder. Should any
portion of this arbitration agreement be unenforceable under applicable law for any reason, all
other portions of this agreement shall be unaffected by the presence of the unenforceable portion
or portions, and the unenforceable portion or portions of the agreement shall automatically be
modified but only to the extent necessary to render those portions valid and



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	Mr. John B. Reed, Jr.

February 17, 2010

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enforceable under applicable law. To the maximum extent practicable, an arbitration proceeding
hereunder shall be concluded within one-hundred eighty (180) days of the filing of the dispute with
the American Arbitration Association. To the extent permitted by applicable law, the arbitrator
shall have the power to award recovery of all costs and fees (including, without limitation,
reasonable attorneys’ fees, administrative fees, and arbitrators’ fees) to the prevailing party.
The parties agree to keep all disputes and arbitration proceedings strictly confidential, except
for disclosures required by applicable law.




     Should you have any questions, please do not hesitate to contact me at (281) 529-4900.



Sincerely,




Global Industries , Ltd.




John A. Clerico



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.