exh10-1.htm


    
      
         


      

      
         


        
          

        

      

      
        EXHIBIT 
10.1

      

    


    SEPARATION
AND RELEASE AGREEMENT

     

     

    This Separation and
Release Agreement (“Agreement”) is entered into by and between Helix Energy
Solutions Group, Inc., a Minnesota corporation (the “Company”), and Robert P.
Murphy (“Murphy”) (collectively, the “Parties”).

     

    WHEREAS, the
Parties mutually desire to end their employment relationship in accordance with
the terms of this Agreement; and

     

    WHEREAS, the
Company has made available to Murphy the Separation Benefits provided for herein
in consideration for his execution of the Agreement and the waivers and releases
contained herein.

     

    NOW, THEREFORE, the
Parties agree as follows:

     

    1.           Effective
Date of Separation.

     

      Murphy’s
employment with the Company (and any affiliates of the Company) shall terminate
on March 16, 2010, (the “Effective Date”).

     

    2.           Separation
Benefits.

     

    Murphy acknowledges
that, in consideration for his executing this Agreement, and the Release of
Claims contained in Paragraph 4, that he is being provided with valuable new
consideration to which he would not otherwise be entitled, provided that Murphy
does not revoke this Agreement pursuant to Section 4(D)(9) herein (the
“Revocation Period”).

     

    A.           Separation
Payment

     

    On the date six (6)
months following the Effective Date, the Company shall pay to Murphy the sum of
Two Hundred Twenty Five Thousand Dollars ($225,000.00), less applicable tax
withholdings.  From and beginning on the date seven (7) months
following the Effective Date, Murphy shall be paid the sum total of Two Hundred
Twenty Five Thousand Dollars ($225,000.00), less applicable tax withholdings, in
six equal monthly installments.

     

    B.           2009
and 2010 Target Bonus

     

    The Company agrees
to pay Murphy, on March 15, 2010, or upon expiration of the Revocation Period,
whichever is later, the amount of Three Hundred Thousand Dollars ($300,000.00),
less applicable tax withholdings, for his 2009 Target Bonus.  Murphy
agrees to accept this amount in full and complete satisfaction for all amounts
owed or owing to him for the 2009 Target Bonus.

     

    In further
consideration for Murphy’s release of claims in Section 4, the Company agrees to
pay Murphy, on March 15,2010, or upon the expiration of the Revocation Period,
whichever is later,  in respect of the 2010 Target Bonus, Six Hundred
Thousand Dollars ($600,000.00), less applicable tax
withholdings.   Murphy acknowledges and agrees that payment for
the 2010 Target Bonus payment constitutes new and valuable consideration for his
execution of this Agreement, including the Release of Claims in Section 4, in
that he otherwise has no contractual right or legal claim to any Target Bonus
for 2010.

     

    
      	
                      C.

            	
              Restricted
      Stock:  Lapsing of Forfeiture Restrictions and Accelerated
      Vesting of Shares of Stock

            


    

     

    Contemporaneously
with the execution of this Agreement, the Parties entered into a Stock and Cash
Award Amendment Agreement (the “Stock and Cash Award Amendment”), which is
incorporated herein.  Pursuant to the terms and conditions of the
Stock and Cash Award Amendment, the Company agrees, with respect to 69,023
shares of restricted stock of the Company identified in the Stock and Cash Award
Amendment, to lapse the Forfeiture Restrictions on those shares of restricted
stock, and none other, thereby allowing those shares of restricted stock to
immediately vest.  Murphy acknowledges that the Company’s agreement to
lapse the Forfeiture Restrictions with respect to the shares of restricted stock
identified in the Stock and Cash Award Amendment, which will allow for the
immediate vesting of those shares of stock, constitutes new and valuable
consideration for his execution of this Agreement and the releases contained
herein.

     

    Murphy acknowledges
and agrees that as to all other shares of restricted stock (other than those
identified in the Stock and Cash Award Amendment) that he previously may have
been granted or awarded, under the 2006 Restricted Stock Award, the 2008
Restricted Stock Award, the 2009 Restricted Stock Award, the 2010 Restricted
Stock Award, or any other award, that were not vested as of the Effective Date,
all such shares shall be forfeited, cancelled and have no further force or
effect.

     

    Murphy further
agrees that as to those shares of restricted stock which will become vested
under the Stock and Cash Award Amendment, that unless he elects otherwise by
remitting to the Company cash in an amount necessary to satisfy the Company’s
tax withholding obligations arising with respect to the vesting of his
restricted stock, the Company shall satisfy its tax withholding obligations by
withholding shares with a fair market value equal to the withholding
obligation.

     

    D.           Cash
Opportunity Awards

     

    The Parties
acknowledge that the Company previously granted to Murphy under the Company’s
2009 Long-Term Incentive Cash Plan two cash payment opportunity awards, one
dated January 2, 2009 (the “2009 Cash Opportunity Award”) and one dated January
4, 2010 (the “2010 Cash Opportunity Award”).  With respect to the 2009
Cash Opportunity Award, the Company, pursuant to the terms of the Stock and Cash
Award Amendment, shall pay to Murphy, and Murphy agrees to accept in full and
complete satisfaction for all amounts owed or owing to him under the 2009 Cash
Opportunity Award, the sum total of $529,533.  With respect to the
2010 Cash Opportunity Award, the Company, pursuant to the terms of the Stock and
Cash Award Amendment, shall pay to Murphy, and Murphy agrees to accept in full
and complete satisfaction for all amounts owed or owing to him under the 2010
Cash Opportunity Award, the sum total of $180,378.

     

    The Company shall
pay Murphy the cash opportunity awards for 2009 and 2010 upon expiration of the
Revocation Period (provided Murphy does not revoke this Agreement).

     

    Murphy further
acknowledges and agrees that as to any other cash payment opportunity awards
(other than as specified in the Stock and Cash Award Amendment) that he
previously may have been awarded or granted, under the 2009 Long-Term Cash
Incentive Plan or under any other Plan or Award Letter, that were not vested as
of the Effective Date, all such outstanding awards or grants shall be deemed
forfeited, cancelled and have no further force or effect.

     

    E.           Insurance
Coverage

     

    If Murphy elects to
continue his medical, dental, and/or vision coverage for himself and his
eligible dependents, the Company will continue to provide the same for twelve
months from the Effective Date at the Company’s cost.

     

    F.           Vacation

     

    Murphy will be paid
$51,924 for 30 accrued, but unused, vacation days (based on 2010 salary), less
applicable tax withholdings, upon expiration of the Revocation
Period.

     

    G.           No
Other Benefits or Perquisites

     

    All other welfare
or employment benefits not expressly provided for herein shall end or expire as
of the Effective Date.  All perquisites terminate as of the Effective
Date, and Murphy shall receive no perquisite payments for any period after the
Effective Date.

     

    3.           Covenants.

     

    Murphy acknowledges
and re-affirms that under the terms of the signed letter agreement between the
Parties dated December 21, 2006 (the “Letter Agreement”), which incorporates and
adopts the provisions with respect to termination of the form employment
agreement attached to the signed offer of employment between the Parties dated
January 22, 2006 (the “Form Agreement”), that Murphy continues to have
certain non-solicitation and confidentiality obligations to the Company beyond
the Effective Date of this Agreement.Company and Murphy agree that Murphy does
not have any non-competition obligation to the Company as of this date and will
not have any non-competition obligation beyond the Effective Date
of  this Agreement.

     

    A.           Non-Solicitation

     

    Murphy acknowledges
and re-affirms that pursuant to Section 5(b) of the Form Agreement, he shall
not, directly or indirectly for a period of eighteen (18) months following the
Effective Date, for himself or for any other individual, corporation,
partnership, joint venture or other entity, make any offer of employment,
solicit or hire any supervisor or employee of the Company or its affiliates, or
induce or attempt to induce any employee of the Company or its affiliates to
leave their employ, or in any way interfere with the relationship between the
Company or its affiliates and any of their employees, including, but not limited
to, employing, engaging as a consultant or advisor, or soliciting the employment
of, or engaging as a consultant or advisor, any employee or agent of the Company
or any of its affiliates, provided that the foregoing shall not prohibit the
hiring an any individual who responds to a general solicitation
of  employment or any employee who  previously resigned from
the Company solely on his or her own accord without any solicitation, enticement
or inducement whatsoever or communication regarding employment or potential
employment with Murphy or anyone acting with or in concert with
Murphy.

     

     

    B.           Confidentiality

     

    Murphy acknowledges
and re-affirms that pursuant to Sections 4(a) and (b) of the Form Agreement,
that for a period of eighteen (18) months following the Effective Date, he will
not disclose or use any Confidential Information of the Company or its
affiliates (as that term is defined in Section 4(b) of the Form Agreement, which
is incorporated herein by reference).  Further, Murphy understands and
acknowledges that his obligation to maintain the confidentiality of trade
secrets and other intellectual property of the Company or its affiliates is
unending.  As an exception to this confidentiality obligation, the
Parties agree that Murphy may disclose Confidential Information: (i) in
connection with enforcing his rights under this Agreement; (ii) if compelled by
law, in which case Murphy shall provide written notice to the Company at the
earliest possible date prior to disclosure in order to allow the Company to take
whatever measures the Company deems appropriate to protect its Confidential
Information, trade secrets, or intellectual property; or (iii) if the Company
provides written consent to Murphy prior to the disclosure.

     

    C.           Return
of Company Property and Information

     

    Murphy agrees that
prior to the Effective Date, he will return to the Company all documents
relating to the business and affairs of the Company or its affiliates, and all
Confidential Information or intellectual property of the Company which is in his
possession, custody or control, irrespective of the location or form of such
material (including, but not limited to, written records, notes, photographs,
manuals, notebooks, documentation, program listings, flow charts, magnetic
media, disks, diskettes, tapes) and any and all other materials containing any
Confidential Information or intellectual property, and that he shall not keep or
retain any copies or excerpts of such information.  Murphy further
agrees that prior to the Effective Date, he will return to the Company all
property of the Company in his possession, custody or control, including, but
not limited to, computers, BlackBerry, keys, security cards, parking passes,
credit cards, or any other property of whatever kind or type.  Murphy
agrees and hereby certifies that he will fully comply with the requirements of
this paragraph by the Effective Date.  Murphy further agrees that
should it subsequently be determined by him or the Company that, notwithstanding
the foregoing certification, he has failed to return all Company property, all
documents relating to the business and affairs of the Company and its
affiliates, information of the Company, or Confidential Information or
intellectual property of the Company, that he will be obligated to promptly
return to the Company such documents or property in his possession or control at
the earliest practical time.

     

    D.           No
Legal Challenge

     

    Murphy covenants
not to sue, institute, or cause to be instituted any action or proceeding
challenging the validity of, the enforceability of, or the reasonableness of,
the covenants and obligations in Section 3(A), (B) or (C).  Murphy
agrees that if he sues (or causes to be sued) the Company in violation of this
provision, that he shall be liable to the Company for its reasonable attorneys’
fees, and all other costs of litigation or arbitration.

     

    
      	
               
      

            	
              E.

            	
              Cooperation
      and Assistance

            


    

     

    Definition
of Cooperation – As used in this Agreement, “cooperate” and “cooperation”
includes Murphy making himself available in response to all reasonable requests
for information by the Company, the Securities and Exchange Commission (“SEC”),
the Department of Justice (“DOJ”) or any other governmental authority with
jurisdiction over the matter at hand, whether the request is informal or formal
(e.g., in response to a subpoena in a legal proceeding), and includes fully,
completely, and truthfully answering questions, assisting the Company in its
prosecution or defense of any proceeding, civil or criminal, or providing
testimony in any related proceeding, civil or criminal.

     

    Agreement
to Cooperate –
Murphy agrees, acknowledges, represents and warrants that:

     

    (1)           he
has: (i) not engaged in, nor encouraged any individual, in any way, to engage in
the destruction or secretion of any information, in any form, including, but not
limited to, documents and emails ("documentation"), that might be relevant to
any investigation; (ii) turned over all documentation in response to prior
requests; and (iii) responded, fully and truthfully, to all questions related to
or arising from the subject matter of any such investigation that have been
posed to him by employees, representatives of the Company, or any government
agency;

     

    (2)           for
a period of two (2) years after the Effective Date, upon reasonable request, he
will cooperate fully with the Company and its affiliates, past or present, in
connection with any internal investigation initiated by the Company, its
affiliates, and any successors in interest, as well as with any external
investigation initiated by any government or agency or instrumentality thereof
in accordance with the Company’s directives;

     

    (3)           for
a period of two (2) years after the Effective Date, upon reasonable request of
the Company, any subsidiary of the Company, or any successor-in-interest, to
provide all documentation and information in Murphy’s possession, custody, or
control that is related to any internal or external investigation of the Company
and its affiliates; and

     

    (4)           after
two (2) years after the Effective Date, Murphy agrees upon request to provide
continuing reasonable cooperation with the Company or any of its affiliates in
responding to internal or governmental investigations.

     

    All reasonable
expenses incurred by Murphy in rendering cooperation under this subsection will
be reimbursed by the Company.

     

    4.           Release
of Claims.

     

    A.           Irrevocable
Waiver and Release

     

    For and in
consideration of the Separation Benefits and other good and valuable
consideration, for which Murphy acknowledges the sufficiency and receipt,
Murphy, acting in his own behalf and on behalf of his respective heirs,
executors, administrators, legal representatives, beneficiaries, successors and
assigns, does hereby irrevocably and unconditionally release, acquit, waive and
forever discharge the Company (as defined below) from any and all Claims (as
defined below) and Damages (as defined below), whether known or unknown,
asserted or unasserted, which are in any way on account of, relating to, arising
out of, or arising from:  (i) his role as an officer of the Company;
(ii) his employment with the Company; (iii) any acts (or omissions) or conduct
connected with his employment or acts (or omissions) occurring (or not
occurring) during his employment with the Company; (iv) any breach of any duty
to Murphy, breach of:  employment agreements, compensation agreements,
stock awards, long-term incentive cash plans or other incentive plans or awards,
or employee benefit plans; (v) the separation of his employment with the
Company and removal as an officer of the Company (whether it is by a
resignation, constructive discharge or discharge); (vi) any business or
contractual relationship with the Company; and (vii) any promises,
representations or agreements concerning employment or future employment with
the Company or benefits associated with employment or future employment by the
Company.

     

    For purposes of
this Agreement, the “Company” is defined to include:  (i) Helix Energy
Solutions Group, Inc. and each and all of its subsidiaries and affiliated
companies; (ii) the Company’s (and affiliates’) shareholders, officers, agents,
employees, directors, supervisors, representatives (including without
limitation, Owen E. Kratz), whether or not acting in the course and scope of
employment, attorneys, insurers, health, welfare, pension, and retirement
benefit plans, the Compensation Committee of the Board of Directors, and the
fiduciaries and agents of said plans or committees, and any successors and
assigns of the above; and (iii) all persons acting by, through, under, or in
concert with any of the foregoing persons or entities.

     

    For purposes of
this Agreement, the term “Claims” comprehensively includes, but is not limited
to, actions, lawsuits, proceedings, claims, causes of action, demands,
grievances, liabilities, suits, and judgments, whether actual or potential,
whether presently known or unknown, recognized by the law of any jurisdiction,
whether arising in tort, in contract, at law, in equity, at common law, or under
any federal, state, county or local statute or law, including but not limited
to: Title VII of the Civil Rights Act of 1964, as amended, the Fair Labor
Standards Act, the Equal Pay Act, overtime and minimum wage claims under the
Fair Labor Standards Act, 29 U.S.C. §§201, et seq.,
the Texas Commission on Human Rights Act, any violation of the Texas Labor Code
or the Texas Business & Commerce Code, the Age Discrimination in Employment
Act (“ADEA”) 29 U.S.C. §§621 et
seq., the Older Workers' Benefit Protection Act (“OWBPA”), the Employee
Retirement Income Security Act (“ERISA”), including but not limited to Section
510, 29 U.S.C. §1140; any federal or state civil rights law, including but not
limited to violations of 42 U.S.C. §1981; under any and all theories of recovery
of whatsoever nature, under any theory of liability, whatsoever, including but
not limited, to strict liability, negligence, gross negligence, recklessness, on
account of breach of any duty, including breach of fiduciary duty, personal
injury or sickness, intentional acts or omissions, actions for fraud,
negligence, gross negligence, recklessness, intentional or malicious acts of any
kind, intentional infliction of emotional distress, libel, slander, defamation,
breach of contract, any action challenging the validity, enforceability of, or
reasonableness of, the non-solicitation or confidentiality covenants herein,
quantum meruit, promissory reliance, estoppel or promissory estoppel,
detrimental reliance or negligent or reckless misrepresentation, wrongful
discharge, claims under Sarbanes Oxley, “whistleblower” or retaliation claims,
or wrongful discharge in violation of public policy.

     

    The term “Damages”
means any and all elements of relief of recovery of whatsoever nature, whether
known or now unknown, recognized by the law of any jurisdiction and
comprehensively includes, but is not limited to, money damages of every
description, including economic loss; property loss; personal injury; mental or
emotional distress; attorney's fee; prejudgment or postjudgment interest; costs;
any equitable relief; right to reinstatement; lost income; penalty wages;
restricted stock awards; stock; cash awards; bonuses; employee benefits of any
kind whatsoever, including but not limited to benefits which would have arisen
from any employee benefit plan, benefits packages, retirement or deferred
compensation plans, incentive plans, executive benefit plans or packages (except
as provided in Paragraph 2 hereto); expenses; past or future loss of support,
care, guidance, companionship, society, love, affection, household services,
advice and counsel, pain and suffering, mental anguish, wage earning capacity;
past and future medical expenses; punitive or exemplary damages; multiplication
of compensatory damages under any theory whatsoever; front-pay; back-pay; and
any other type of monetary relief whatsoever cognizable under any
law.

     

    This release
applies to any claims brought by any person or agency on behalf of Murphy or any
class action pursuant to which Murphy may have any right or
benefit.

     

    B.           Covenant
Not to Sue

     

    To the maximum
extent permitted by law, Murphy covenants not to sue or institute or cause to be
instituted any action in arbitration, any federal, state or local agency or
court against the Company, including but not limited to any of the Claims or
Damages released in Paragraph 4 of this Agreement.  Murphy agrees that
with respect to a charge or complaint which may be filed by him or someone else
with the Equal Employment Opportunity Commission (“EEOC”) or the Texas
Commission on Human Rights (“TCHR”), or his participation in an investigation by
either agency, Murphy agrees not to be part of, or accept, any monetary or
equitable recovery obtained by any such charge, complaint or investigation for
Claims and/or Damages released herein and Murphy does hereby assign any such
recovery or benefit to the Company.

     

    Murphy agrees that
if he sues the Company in violation of this Agreement, Murphy shall be liable to
the Company for its reasonable attorneys’ fees and other costs of arbitration or
litigation incurred in defending against such a suit. Additionally, if Murphy
sues the Company in violation of this Agreement, the Company can require Murphy
to return all monies and other benefits paid to Murphy pursuant to this
Agreement.

     

    C.           Exclusions
to Release

     

    Notwithstanding the
foregoing, the release contained herein shall not apply to: (i) any rights that
Murphy may have under this Agreement; (ii) Murphy’s rights under applicable law
(i.e., the COBRA law) to continued medical insurance coverage at Murphy’s
expense; and (iii) Murphy’s statutory right to file a charge with the Equal
Employment Opportunity Commission (“EEOC”) or the Texas
Workforce  Commission/Civil Rights Division  (“TWCCRD”), to
participate in an EEOC or TWCCRD investigation or proceeding, or to challenge
the validity of the release, consistent with the requirements of 29 U.S.C. §
626(f)(4).

     

    D.           Representations
by Murphy; Revocation of Agreement

     

    In connection with
this release, Murphy represents that the statutory requirements for a waiver of
his rights and claims under ADEA and the Older Workers Benefit Protection Act
(“OWBPA) have been satisfied.  Specifically, Murphy understands and
agrees that:

     

    (1)           this
waiver and release is part of an agreement between him and the Company that is
written in a manner calculated to be understood by him and that he in fact
understands the terms, conditions and effect of this Agreement;

     

    (2)           this
Agreement refers to rights or claims arising under ADEA and the
OWBPA;

     

    (3)           he
has a period of 21 days within which to consider whether to execute this
Agreement, that no one hurried him into executing this Agreement during that 21
day period, and that no one coerced him into executing this
Agreement;

     

    (4)           he
has carefully read and fully understand all the provisions of the release set
forth in Section 5 of this Agreement, and declares that the Agreement is written
in a manner that he understands;

     

    (5)           through
this Agreement, he is releasing the Company from any and all claims he may have
against the Company and the other Parties specified above, as provided above,
and that this Agreement constitutes a release and discharge of claims arising
under the Age Discrimination in Employment Act (ADEA), 29 U.S.C. § 621-634,
including the Older Workers’ Benefit Protection Act, 29 U.S.C. §
626(f);

     

    (6)           his
agreement to all of the terms set forth in this Agreement is knowing and
voluntary;

     

    (7)           he
knowingly and voluntarily intends to be legally bound by the terms of this
Agreement;

     

    (8)           he
acknowledges that the Company is hereby advising him in writing to consult with
an attorney of his choice prior to executing this Agreement; and

     

    (9)           he
understands that rights or claims under ADEA or the OWBPA that may arise after
the date this Agreement is executed are not waived.  He understands
that he has a period of seven (7) days to revoke this Agreement to give the
Company a complete release in exchange for Separation Benefits, and that he may
deliver notification of revocation by letter or facsimile addressed to the
Company’s General Counsel.  Murphy understands that this Agreement
will not become effective and binding, and that none of the Separation Benefits
described above in Section 2 of this Agreement will be provided to him until
after the expiration of the Revocation Period, provided Murphy does not revoke
this Agreement.  The Revocation Period commences when Murphy executes
this Agreement and ends at 11:59 p.m. on the seventh calendar day after
execution, not counting the date on which Murphy executes this
Agreement.  Murphy understands that if he does not deliver a written
notice of revocation to the Company’s General Counsel before the end of the
seven-day period described above, this Agreement will become final, binding and
enforceable.

     

    (10)           Murphy
represents and acknowledges that in executing this Agreement he does not rely
and has not relied upon any representation or statement made by the Company, or
by any of the Company’s agents, attorneys, or representatives with regard to the
subject matter, basis, or effect of the release set forth in this Agreement,
other than those specifically stated in this Agreement.

    
 

    E.           No
Admission of Liability by the Company

     

    The Company’s
decision to offer Separation Benefits in exchange for a release of claims shall
not be construed as an admission by the Company of (i) any liability whatsoever;
(ii) any violation of any of Murphy’s rights or those of any person; or (iii)
any violation of any order, law, statute, duty, or contract. The Company
specifically disclaims any liability to Murphy or to any other person for any
alleged violation of any rights possessed by Murphy or any other person, or for
any alleged violation of any order, law, statute, duty, or contract on the part
of the Company, its employees or agents or related companies or their employees
or agents.

     

    F.           Release
Binding on Murphy’s Successors

     

    The release set
forth in this Section 4 of this Agreement shall be binding upon Murphy, and his
heirs, administrators, representatives, executors, successors, and assigns, and
shall inure to the benefit of the Company.  Murphy expressly warrants
that he has not assigned, transferred or sold to any person or entity any
rights, causes of action, or Claims or Damages released in this
Agreement.

     

    5.           Miscellaneous.

     

    A.           Exclusive
Obligations, Rights and Benefits

     

    Except as otherwise
provided in this Agreement, the obligations, rights, and benefits described in
this Agreement supersede, negate and replace any other obligations, rights, and
benefits owed to or offered by the Company to Murphy under the Letter Agreement
of January 22, 2006, Form Agreement, and the Letter Agreement of December 21,
2006, which are hereby superseded and negated by the execution of this
Agreement.

     

    B.           Entire
Agreement

     

    This Agreement sets
forth the entire agreement between Murphy and the Company with respect to each
and every issue addressed in this Agreement, and this Agreement incorporates the
terms of the Stock and Cash Award Amendment, Sections 4, 5 and 6 of the Form
Agreement, and any of the Company’s benefit plans and related agreements in
which Murphy has participated as an employee and officer of the
Company.  To the extent any of the terms in the above-listed documents
conflict with the terms of this Agreement, the terms of this Agreement shall
supersede.  This entire, integrated Agreement fully supersedes any and
all prior agreements or understandings, oral or written, between Murphy and the
Company pertaining to the subject matter of this
Agreement.  Notwithstanding anything contained herein, nothing in this
Agreement shall affect, limit or negate any provision of the Company’s By-Laws
or Articles of Incorporation with respect to indemnification of current or
former officers and/or directors of the Company.

     


    C.           Exclusive
Choice of Law and Arbitration Agreement

     

    This Agreement
constitutes an agreement that has been executed and delivered in the State of
Texas, and the validity, interpretation, performance, and enforcement of that
agreement shall be governed by the laws of that State.

     

    In the event of any
dispute or controversy arising out of or under this Agreement, or the Stock and
Cash Award Amendment, or concerning the substance, interpretation, performance,
or enforcement of this Agreement, or the Stock and Cash Award Amendment, or in
any way relating to this Agreement and the Stock and Cash Award Amendment
(including issues relating to that formation and the validity of this
arbitration clause), the Parties agree to resolve those disputes or
controversies, fully and completely, through the use of final, binding
arbitration. This arbitration agreement applies to any disputes arising under
(i) the common law; (ii) federal or state statutes, laws or
regulations; and also to (iii) any dispute about the arbitrability of any
claim or controversy. The Parties further agree to hold knowledge of the
existence of any dispute or controversy subject to this Agreement to arbitrate,
completely confidential. Murphy understands and agrees that this confidentiality
obligation extends to information concerning the fact of any request for
arbitration, any ongoing arbitration, as well as all matters discussed,
discovered, or divulged (whether voluntarily or by compulsion) during the course
of such arbitration proceeding.   Any arbitration conducted
pursuant to this arbitration provision will be conducted in accordance with the
rules of the American Arbitration Association in accordance with its rules then
in effect governing employment disputes and the arbitrator shall have full
authority to award or grant all remedies provided by law. The arbitrator will
have the discretion to permit discovery that the arbitrator deems appropriate
for a full and fair hearing. The arbitrator will issue a reasoned award, and the
award of the arbitrator shall be final and binding.  A judgment upon
the award may be entered and enforced by any court having
jurisdiction.  Any arbitration proceeding resulting hereunder will be
conducted in Houston, Texas before an arbitrator selected by the Parties by
mutual agreement, or through the American Arbitration Association. This
arbitration agreement does not limit or affect the right of the Company to seek
an injunction to maintain the status quo in the event that the Company believes
that Murphy has violated any provision of Section 3 of this
Agreement.  This arbitration agreement does not limit Murphy’s right
to file an administrative charge concerning the validity of the release set
forth in Section 4 of this Agreement, with any appropriate state or federal
agency.

     

    D.           Multiple
Counterparts/Electronic Copies

     

    This Agreement may
be executed in one or more counterparts, each of which will be deemed an
original, but all of such counterparts together shall constitute a single
instrument. An electronic copy (including in .pdf format) or facsimile of a
signature hereto will be binding upon the signatory as if it were an original
signature.

     

    E.           Meaning
of Separation From Service

     

    For the purposes of
this Agreement, “separation from service” has the meaning ascribed to that term
in section 409A of the Internal Revenue Code of 1986, as amended and the rules
and regulations issued thereunder by the Department of Treasury and the Internal
Revenue Service.  It is intended that the date of Murphy’s separation
from service will be the Effective Date.

     

    F.           Severability
and Headings

     

    The invalidity or
unenforceability of a term or provision of this Agreement shall not affect the
validity or enforceability of any other term or provision of this Agreement,
which shall remain in full force and effect. Any titles or headings in this
Agreement are for convenience only and shall have no bearing on any
interpretation of this Agreement.

     

    G.           Binding
Nature

     

    This Agreement
shall be binding on the Company, its successors and assigns, and in the event of
Murphy’s death prior to the payment of benefits hereunder, the cash payments
described herein will be made to Murphy’s estate.

     

    Please
initial each page and sign below.

     

    ENTERED INTO in
Houston, Texas as of the 8TH day of March, 2010.

     

    Helix
Energy Solutions Group, Inc.

     

    By:         
/s/  Anthony Tripodo     

     

    Name:    
     Anthony Tripodo

     

    Title:           Executive
Vice President & Chief Financial Officer

     

     

    ENTERED INTO in
Dallas, Texas as of the 8TH day of March, 2010.

     

     

    /s/ Robert P. Murphy 

    Robert P.
Murphy