**Exhibit 10.2**

**GULF ISLAND FABRICATION, INC.**

**AMENDED AND RESTATED**

**2002 LONG-TERM INCENTIVE PLAN**

**(as ofApril 26, 2006)**

**1. Purpose.** The purpose of the 2002 Long-Term Incentive Plan (the “Plan”) of Gulf IslandFabrication, Inc. (“Gulf Island”) is to increase shareholder value and to advance the interests of Gulf Island and and its subsidiaries (collectively, the “Company”) by furnishing stock-based economic incentives (the“Incentives”) designed to attract, retain, reward and motivate key employees, officers, directors and consultants or advisors to the Company and to strengthen the mutuality of interests between such employees, officers and directors andGulf Island’s shareholders. Incentives consist of opportunities to purchase or receive shares of common stock, no par value per share, of Gulf Island (the “Common Stock”), on terms determined under the Plan. As used in the Plan, theterm “subsidiary” means any corporation, limited liability company or other entity, of which Gulf Island owns (directly or indirectly) within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended (the“Code”), 50% or more of the total combined voting power of all classes of stock, membership interests or other equity interests issued thereby. 

**2. Administration.**

**2.1 Composition.** The Plan shall be administered by the CompensationCommittee of the Board of Directors of Gulf Island or by a subcommittee thereof (the “Committee”). The Committee shall consist of not fewer than two members of the Board of Directors, each of whom shall (a) qualify as a“non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934 (the “1934 Act”) or any successor rule, and (b) qualify as an “outside director” under Section 162(m) of the Code(“Section 162(m)”). 

**2.2 Authority.** The Committee shall have plenary authority to award Incentives under the Plan, tointerpret the Plan, to establish any rules or regulations relating to the Plan that it determines to be appropriate, to enter into agreements with or provide notices to participants as to the terms of the Incentives (the “IncentiveAgreements”) and to make any other determination that it believes necessary or advisable for the proper administration of the Plan. Its decisions in matters relating to the Plan shall be final and conclusive on the Company and participants. TheCommittee may delegate its authority hereunder to the extent provided in Section 3 hereof. Directors who are not also employees of the Company (“Outside Directors”) may receive awards under the Plan only as specifically provided inSection 10 hereof. 

**3. Eligible Participants.** Key employees, officers and directors of the Company and persons providingservices as consultants or advisors to the Company shall become eligible to receive Incentives under the Plan when designated by the Committee. Employees may be designated individually or by groups or categories, as the Committee deems appropriate.With respect to participants not subject to Section 16 of the 1934 Act or Section 162(m) of the Code, 

 

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the Committee may delegate to appropriate officers of the Company its authority to designate participants, to determinethe size and type of Incentives to be received by those participants and to set and modify the terms of the Incentives; provided, however, that the per share exercise price of any options granted by an officer, rather than by the Committee, shall beequal to the Fair Market Value (as defined in Section 11.11) of a share of common stock. Outside Directors may participate in the Plan only as specifically provided in Section 10 hereof. 

**4. Types of Incentives.** Incentives may be granted under the Plan to eligible participants in the forms of (a) incentive stock options;(b) non-qualified stock options; (c) restricted stock and (d) Other Stock-Based Awards (as defined in Section 8 hereof). 

**5. Shares Subject to the Plan.**

**5.1 Number of Shares.** Subject to adjustment as provided inSection 11.5, the maximum number of shares of Common Stock that may be delivered to participants and their permitted transferrees under the Plan shall be 500,000 shares. 

**5.2 Share Counting**. To the extent any shares of Common Stock covered by a stock option are not delivered to a participant or permitted transfereebecause the Option is forfeited or canceled, or shares of Common Stock are not delivered because an Incentive is paid or settled in cash or used to satisfy the applicable tax withholding obligation, such shares shall not be deemed to have beendelivered for purposes of determining the maximum number of shares of Common Stock available for delivery under this Plan. In the event that shares of Common Stock are issued as an Incentive and thereafter are forfeited or reacquired by the Companypursuant to rights reserved upon issuance thereof, such forfeited and reacquired Shares may again be issued under the Plan. If the exercise price of any stock option granted under the Plan or the applicable withholding tax obligation is satisfied bytendering shares of Common Stock to the Company (by either actual delivery or by attestation), only the number of shares of Common Stock issued net of the shares of Common Stock tendered shall be deemed delivered for purposes of determining themaximum number of shares of Common Stock available for delivery under the Plan. 

**5.3 Limitations on Awards.** Subject toSection 11.5, the following additional limitations are imposed under the Plan: 

**A.**The maximum number of sharesof Common Stock that may be issued upon exercise of stock options intended to qualify as incentive stock options under Section 422 of the Code shall be 500,000 shares. Notwithstanding any other provision herein to the contrary, (i) allshares issuable under incentive stock options shall be counted against this limit and (ii) shares that are issued and are later forfeited, cancelled or reacquired by the Company, shares withheld to satisfy withholding tax obligations and sharesdelivered in payment of the option exercise price or withholding taxes shall have no effect on this limitation. 

**B.**The maximum number of shares of Common Stock that may be covered by Incentives granted under the Plan to any one individual during any one calendar-year period shall be 200,000. 

 

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**C.** [Intentionally deleted] 

**D.** The maximum dollar amount of cash compensation that may be paid as an Other Stock-Based Award to a participant in any calendaryear is $200,000. 

**5.4 Type of Common Stock.** Common Stock issued under the Plan may be authorized and unissued shares or issuedshares held as treasury shares. 

**6. Stock Options.** A stock option is a right to purchase shares of Common Stock from Gulf Island.Stock options granted under the Plan may be incentive stock options (as such term is defined in Section 422 of the Code) or non-qualified stock options. Any option that is designated as a non-qualified stock option shall not be treated as anincentive stock option. Each stock option granted by the Committee under this Plan shall be subject to the following terms and conditions: 

**6.1 Price.** The exercise price per share shall be determined by the Committee, subject to adjustment under Section 11.5; provided that in no event shall the exercise price be less than the Fair Market Value of a share of CommonStock on the date of grant, except in case of a stock option granted in assumption or substitution for an outstanding award of a company acquired by the Company or with which the Company combines. 

**6.2 Number.** The number of shares of Common Stock subject to the option shall be determined by the Committee, subject to Section 5 and subjectto adjustment as provided in Section 11.5. 

**6.3 Duration and Time for Exercise.** The term of each stock option shall bedetermined by the Committee. Each stock option shall become exercisable at such time or times during its term as shall be determined by the Committee. Notwithstanding the foregoing, the Committee may accelerate the exercisability of any stock optionat any time, in addition to the automatic acceleration of stock options under Section 11.10. 

**6.4 Repurchase.** Upon approval ofthe Committee, the Company may repurchase a previously granted stock option from a participant by mutual agreement before such option has been exercised by payment to the participant of the amount per share by which: (i) the Fair Market Value(as defined in Section 11.11) of the Common Stock subject to the option on the business day immediately preceding the date of purchase exceeds (ii) the exercise price. 

**6.5 Manner of Exercise.** A stock option may be exercised, in whole or in part, by giving written notice to the Company, specifying the number ofshares of Common Stock to be purchased. The exercise notice shall be accompanied by the full purchase price for such shares. The option price shall be payable in United States dollars and may be paid (a) in cash; (b) by check; (c) bydelivery of shares of Common Stock which, unless otherwise determined by the Committee, shall have been held by the optionee for at least six months, and which shares shall be valued for this purpose at the Fair Market Value on the business dayimmediately preceding the date such option is exercised; (d) by delivery of irrevocable written instructions to a broker approved by the Company (with a copy to the Company) to immediately sell a portion of the shares issuable under the optionand to deliver promptly to the Company the amount of sale proceeds (or loan proceeds if the broker lends funds to the participant for delivery to the Company) to pay the exercise price; or (e) in such other manner as may be authorized from timeto time by the Committee. 

 

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**6.6 Incentive Stock Options.** Notwithstanding anything in the Plan to the contrary, the followingadditional provisions shall apply to the grant of stock options that are intended to qualify as incentive stock options (as such term is defined in Section 422 of the Code): 

**A.**Any incentive stock option agreement authorized under the Plan shall contain such other provisions as the Committee shall deemadvisable, but shall in all events be consistent with and contain or be deemed to contain all provisions required in order to qualify the options as incentive stock options. 

**B.**All incentive stock options must be granted within ten years from the date on which this Plan is adopted by the Board ofDirectors. 

**C.**Unless sooner exercised, all incentive stock options shall expire no later than ten years after thedate of grant. 

**D.**No incentive stock options shall be granted to any participant who, at the time such option isgranted, would own (within the meaning of Section 422 of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the employer corporation or of its parent or subsidiary corporation. 

**E.**The aggregate Fair Market Value (determined with respect to each incentive stock option as of the time such incentive stockoption is granted) of the Common Stock with respect to which incentive stock options are exercisable for the first time by a participant during any calendar year (under the Plan or any other plan of Gulf Island or any of its subsidiaries) shall notexceed $100,000. To the extent that such limitation is exceeded, such options shall not be treated, for federal income tax purposes, as incentive stock options. 

**7. Restricted Stock.**

**7.1 Grant of Restricted Stock.** The Committee may award shares ofrestricted stock to such eligible participants as the Committee determines pursuant to the terms of Section 3. An award of restricted stock shall be subject to such restrictions on transfer and forfeitability provisions and such other terms andconditions, including the attainment of specified performance goals, as the Committee may determine, subject to the provisions of the Plan. To the extent restricted stock is intended to qualify as “performance-based compensation” underSection 162(m), it must be granted subject to the attainment of performance goals as described in Section 9 below and meet the additional requirements imposed by Section 162(m). 

**7.2 The Restricted Period.** At the time an award of restricted stock is made, the Committee shall establish a period of time during which thetransfer of the shares of restricted stock shall be restricted and after which the shares of restricted stock shall be vested (the “Restricted Period”). Except for shares of restricted stock that vest based on the attainment of performancegoals, the Restricted Period shall be a minimum of three years, with incremental 

 

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vesting of portions of the award over the three-year period permitted. If the vesting of the shares of restricted stockis based upon the attainment of performance goals, a minimum Restricted Period of one year is allowed, with incremental vesting of portions of the award over the one-year period permitted. Each award of restricted stock may have a differentRestricted Period. The expiration of the Restricted Period shall also occur as provided under Section 11.3 and under the conditions described in Section 11.10 hereof. 

**7.3 Escrow.** The participant receiving restricted stock shall enter into an Incentive Agreement with the Company setting forth the conditions ofthe grant. Certificates representing shares of restricted stock shall be registered in the name of the participant and deposited with the Company, together with a stock power endorsed in blank by the participant. Each such certificate shall bear alegend in substantially the following form: 

The transferability of this certificate and the shares of Common Stock represented by it aresubject to the terms and conditions (including conditions of forfeiture) contained in the Gulf Island Fabrication, Inc. 2002 Long-Term Incentive Plan (the “Plan”), and an agreement entered into between the registered owner and Gulf IslandFabrication, Inc. thereunder. Copies of the Plan and the agreement are on file at the principal office of the Company. 

**7.4 Dividends onRestricted Stock.** Any and all cash and stock dividends paid with respect to the shares of restricted stock shall be subject to any restrictions on transfer, forfeitability provisions or reinvestment requirements as the Committee may, in itsdiscretion, prescribe in the Incentive Agreement. 

**7.5 Forfeiture.** In the event of the forfeiture of any shares of restricted stockunder the terms provided in the Incentive Agreement (including any additional shares of restricted stock that may result from the reinvestment of cash and stock dividends, if so provided in the Incentive Agreement), such forfeited shares shall besurrendered and the certificates cancelled. The participants shall have the same rights and privileges, and be subject to the same forfeiture provisions, with respect to any additional shares received pursuant to Section 10.5 due to arecapitalization, merger or other change in capitalization. 

**7.6 Expiration of Restricted Period.** Upon the expiration or terminationof the Restricted Period and the satisfaction of any other conditions prescribed by the Committee, the restrictions applicable to the restricted stock shall lapse and a stock certificate for the number of shares of restricted stock with respect towhich the restrictions have lapsed shall be delivered, free of all such restrictions and legends, except any that may be imposed by law, to the participant or the participant’s estate, as the case may be. 

**7.7 Rights as a Shareholder.** Subject to the terms and conditions of the Plan and subject to any restrictions on the receipt of dividends that maybe imposed in the Incentive Agreement, each participant receiving restricted stock shall have all the rights of a shareholder with respect to shares of stock during the Restricted Period, including without limitation, the right to vote any shares ofCommon Stock. 

 

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**8. Other Stock-Based Awards.**

**8.1 Grant of Other Stock-Based Awards**. Subject to the limitations described in Section 8.2 hereof, the Committee may grant to eligibleparticipants “Other Stock-Based Awards,” which shall consist of awards (other than options or restricted stock in Sections 6 and 7) the value of which is based in whole or in part on the value of shares of Common Stock. Other Stock-BasedAwards may be awards of shares of Common Stock or may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of, or appreciation in the value of, Common Stock (including, withoutlimitation, securities convertible or exchangeable into or exercisable for shares of Common Stock), as deemed by the Committee consistent with the purposes of this Plan. The Committee shall determine the terms and conditions of any Other Stock-BasedAward (including which rights of a shareholder, if any, the recipient shall have with respect to Common Stock associated with any such award) and may provide that such award is payable in whole or in part in cash. An Other Stock-Based Award may besubject to the attainment of such specified performance goals or targets as the Committee may determine, subject to the provisions of this Plan. To the extent that an Other Stock-Based Award is intended to qualify as “performance-basedcompensation” under Section 162(m), it must be granted subject to the attainment of performance goals as described in Section 9 below and meet the additional requirements imposed by Section 162(m). 

**8.2 Limitations.** Other Stock-Based Awards granted under this Section 8 shall be subject to a vesting period of at least three years, withincremental vesting of portions of the award over the three-year period permitted; provided, however, that if the vesting of the award is based upon the attainment of performance goals, a minimum vesting period of one year is allowed, withincremental vesting of portions of the award over the one-year period permitted, and further provided that the Committee may make special awards under this Section 8 with respect to an aggregate of no more than 25,000 shares of Common Stock, asadjusted under Section 11.5, which special awards shall not be subject to any minimum vesting requirements. 

**9. Section 162(m)Awards.**

**9.1 Performance Goals**.**** To the extent that shares of restricted stock or Other Stock-Based Awards granted underthe Plan are intended to qualify as “performance-based compensation” under Section 162(m), the vesting, grant or payment of such awards shall be conditioned on the achievement of one or more performance goals and must satisfy theother requirements of Section 162(m). The performance goals pursuant to which such awards shall vest, be granted or be paid out shall be any or a combination of the following performance measures applied to the Company, Gulf Island, a divisionor a subsidiary: earnings per share, return on assets, an economic value added measure, shareholder return, earnings, stock price, return on equity, return on total capital, safety performance, reduction of expenses or increase in cash flow. For anyperformance period, such performance objectives may be measured on an absolute basis or relative to a group of peer companies selected by the Committee, relative to internal goals or relative to levels attained in prior years. For performance-basedcompensation under Section 162(m), the Committee may not waive any of the pre-established performance goal objectives, except for an automatic waiver under Section 11.10 hereof, or as may be provided by the Committee in the event of deathor disability. 

 

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**9.2 Adjustments to Performance Goals.** The terms used in Section 9.1 to describe theperformance goals shall have the same meanings as used in the Company’s financial statements, or if the terms are not used in the Company’s financial statements, they shall have the meanings generally applied pursuant to generally acceptedaccounting principles, or as used in the industry, as applicable. The Committee may appropriately adjust any evaluation of performance under a performance goal to exclude any of the following events that occurs during a performance period:(i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganizationand restructuring programs, and (v) extraordinary, non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operationsappearing in the Company’s annual report to shareholders for the applicable year. 

**10.**Stock Options for Outside Directors.

**10.1**Grant of Options. During each calendar year that the Plan remains in effect, each Outside Director may be granted, in thediscretion of the Committee, non-qualified stock options to purchase up to 5,000 shares of Common Stock, the exact number of which shall be set each year by the Committee. 

**10.2**Exercisability of Stock Options. The stock options granted to Outside Directors under this Section 10 shall be exercisable six monthsafter the date of grant and shall expire no later than ten years following the date of grant. 

**10.3**Exercise Price. The ExercisePrice of the Stock Options granted to Outside Directors shall be equal to the Fair Market Value, as defined in the Plan, of a share of Common Stock on the date of grant. The Exercise Price may be paid as provided in Section 6.5 hereof.

**10.4**Exercise After Termination of Board Service. In the event an Outside Director ceases to serve on the Board, the stock optionsgranted hereunder must be exercised, to the extent otherwise exercisable at the time of termination of Board service, within one year from termination of Board service; provided, however, that 

**A.**In the event of termination of Board service as a result of death or disability, the stock options may be exercised within twoyears from the date of termination of Board service; and 

**B.**In the event of termination of Board service as a resultof retirement (at age 65 or later or after having completed five or more years of service on the Board), the stock options may be exercised within five years from the date of termination of Board service; 

and further provided, that no stock options may be exercised later than ten years after the date of grant. 

 

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**11. General.**

**11.1 Duration.** Subject to Section 11.9, the Plan shall remain in effect until all Incentives granted under the Plan have either been satisfied by the issuance of shares of Common Stock or otherwise beenterminated under the terms of the Plan and all restrictions imposed on shares of Common Stock in connection with their issuance under the Plan have lapsed. 

**11.2 Transferability.** No Incentives granted hereunder may be transferred, pledged, assigned or otherwise encumbered by a participant except: (a) by will; (b) by the laws of descent and distribution;(c) pursuant to a domestic relations order, as defined in the Code; or (d) as to options only, if permitted by the Committee and so provided in the Incentive Agreement or an amendment thereto, (i) to Immediate Family Members,(ii) to a partnership in which Immediate Family Members, or entities in which Immediate Family Members are the sole owners, members or beneficiaries, as appropriate, are the sole partners, (iii) to a limited liability company in whichImmediate Family Members, or entities in which Immediate Family Members are the sole owners, members or beneficiaries, as appropriate, are the sole members, or (iv) to a trust for the sole benefit of Immediate Family Members. “ImmediateFamily Members” shall be defined as the spouse and natural or adopted children or grandchildren of the participant and their spouses. To the extent that an incentive stock option is permitted to be transferred during the lifetime of theparticipant, it shall be treated thereafter as a nonqualified stock option. Any attempted assignment, transfer, pledge, hypothecation or other disposition of Incentives, or levy of attachment or similar process upon Incentives not specificallypermitted herein, shall be null and void and without effect. 

**11.3 Effect of Termination of Employment or Death.** Except as providedin Section 10.4 with respect to Outside Directors, in the event that a participant ceases to be an employee of the Company or to provide services to the Company for any reason, including death, disability, early retirement or normal retirement,any Incentives may be exercised, shall vest or shall expire at such times as may be determined by the Committee and provided in the Incentive Agreement. 

**11.4 Additional Conditions.** Anything in this Plan to the contrary notwithstanding: (a) the Company may, if it shall determine it necessary or desirable for any reason, at the time of award of any Incentiveor the issuance of any shares of Common Stock pursuant to any Incentive, require the recipient of the Incentive, as a condition to the receipt thereof or to the receipt of shares of Common Stock issued pursuant thereto, to deliver to the Company awritten representation of present intention to acquire the Incentive or the shares of Common Stock issued pursuant thereto for his own account for investment and not for distribution; and (b) if at any time the Company further determines, inits sole discretion, that the listing, registration or qualification (or any updating of any such document) of any Incentive or the shares of Common Stock issuable pursuant thereto is necessary on any securities exchange or under any federal orstate securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the award of any Incentive, the issuance of shares of Common Stock pursuantthereto, or the removal of any restrictions imposed on such shares, such Incentive shall not be awarded or such shares of Common Stock shall not be issued or such restrictions shall not be removed, as the case may be, in whole or in part, unlesssuch listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. 

 

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**11.5 Adjustment.** In the event of any merger, consolidation or reorganization of the Companywith any other corporation or corporations, there shall be substituted for each of the shares of Common Stock then subject to the Plan, including shares subject to restrictions, options or achievement of performance objectives, the number and kindof shares of stock, other securities or property (including cash) to which the holders of the shares of Common Stock are entitled pursuant to the transaction. In the event of any recapitalization, stock dividend, stock split, combination of sharesor other similar change in the Common Stock, the number of shares of Common Stock then subject to the Plan, including shares subject to outstanding Incentives, and all limitations on the number of shares that may be issued hereunder shall beadjusted in proportion to the change in outstanding shares of Common Stock. In the event of any such adjustments, the purchase price of any option and the performance objectives of any Incentive, shall also be adjusted as and to the extentappropriate, in the reasonable discretion of the Committee, to provide participants with the same relative rights before and after such adjustment. No substitution or adjustment shall require the Company to issue a fractional share under the Planand the substitution or adjustment shall be limited by deleting any fractional share. 

**11.6 Withholding.**

**A.**The Company shall have the right to withhold from any payments made or stock issued under the Plan or to collect as a conditionof payment, issuance or vesting, any taxes required by law to be withheld. At any time that a participant is required to pay to the Company an amount required to be withheld under applicable income tax laws in connection with the lapse ofrestrictions on Common Stock or the exercise of an option, the participant may, subject to disapproval by the Committee, satisfy this obligation in whole or in part by electing (the “Election”) to deliver currently owned shares of CommonStock or to have the Company withhold shares of Common Stock, in each case having a value equal to the minimum statutory amount required to be withheld under federal, state and local law. The value of the shares to be delivered or withheld shall bebased on the Fair Market Value of the Common Stock on the date that the amount of tax to be withheld shall be determined (“Tax Date”). 

**B.**Each Election must be made prior to the Tax Date. The Committee may disapprove of any Election, may suspend or terminate the right to make Elections, or may provide with respect to any Incentive that theright to make Elections shall not apply to such Incentive. If a participant makes an election under Section 83(b) of the Code with respect to shares of restricted stock, an Election to have shares withheld to satisfy withholding taxes is notpermitted to be made. 

**11.7 No Continued Employment.** No participant under the Plan shall have any right, because of his or herparticipation, to continue in the employ of the Company for any period of time or to any right to continue his or her present or any other rate of compensation. 

 

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**11.8 Deferral Permitted.** Payment of an Incentive may be deferred at the option of the participantif permitted in the Incentive Agreement. 

**11.9 Amendments to or Termination of the Plan.**The Board may amend or discontinue thisPlan at any time; provided, however, that no such amendment may: 

**A.**without the approval of the shareholders,(i) except for adjustments permitted herein, increase the maximum number of shares of Common Stock that may be issued through the Plan, (ii) materially increase the benefits accruing to participants under the Plan or (iii) materiallyexpand the classes of persons eligible to participate in the Plan, or 

**B.**materially impair, without the consent ofthe recipient, an Incentive previously granted. 

**11.10 Change of Control.**

**A.**A Change of Control shall mean: 

**(i)**the acquisition by any person of beneficial ownership of 30% or more of the outstanding shares of the Common Stock or 30% or more of the combined voting power of Gulf Island’s then outstandingsecurities entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: 

**(a)**any acquisition (other than a Business Combination (as defined below) which constitutes a Change of Control underSection 11.10(A)(iii) hereof) of Common Stock directly from the Company, 

**(b)**any acquisition of Common Stockby the Company, 

**(c)**any acquisition of Common Stock by any employee benefit plan (or related trust) sponsored ormaintained by the Company or any corporation controlled by the Company, or 

**(d)**any acquisition of Common Stock byany corporation pursuant to a Business Combination that does not constitute a Change of Control under Section 11.10(A)(iii) hereof; or 

**(e)**any acquisition by Huey J. Wilson, Alden J. Laborde, their Immediate Family Members or any entity controlled by Huey J. Wilson, Alden J. Laborde or their Immediate Family Members, or 

**(ii)**individuals who, as of January 1, 2002, constituted the Board of Directors of Gulf Island (the “IncumbentBoard”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to such date whose election, or 

 

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nomination for election by Gulf Island’s shareholders, was approved by a vote of at least two-thirdsof the directors then comprising the Incumbent Board shall be considered a member of the Incumbent Board, unless such individual’s initial assumption of office occurs as a result of an actual or threatened election contest with respect to theelection or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or 

**(iii)**consummation of a reorganization, share exchange, merger or consolidation (including any such transaction involving anydirect or indirect subsidiary of Gulf Island) or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”); provided, however, that in no such case shall any such transaction constitute aChange of Control if immediately following such Business Combination: 

**(a)**the individuals and entities who were thebeneficial owners of Gulf Island’s outstanding Common Stock and Gulf Island’s voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination have direct or indirect beneficialownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of thesurviving or successor corporation, or, if applicable, the ultimate parent company thereof (the “Post-Transaction Corporation”), and 

**(b)**except to the extent that such ownership existed prior to the Business Combination, no person (excluding the Post-Transaction Corporation and any employee benefit plan or related trust of either GulfIsland, the Post-Transaction Corporation or any subsidiary of either corporation) beneficially owns, directly or indirectly, 25% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or25% or more of the combined voting power of the then outstanding voting securities of such corporation, and 

**(c)**atleast a majority of the members of the board of directors of the Post-Transaction Corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for suchBusiness Combination; or 

**(iv)**approval by the shareholders of Gulf Island of a complete liquidation or dissolutionof Gulf Island. 

For purposes of this Section 11.10, the term “person” shall mean a natural person or entity, and shall alsomean the group or syndicate created when two or more persons act 

 

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as a syndicate or other group (including, without limitation, a partnership or limited partnership) forthe purpose of acquiring, holding, or disposing of a security, except that “person” shall not include an underwriter temporarily holding a security pursuant to an offering of the security. 

**B.**Upon a Change of Control of the type described in clause (A)(i) or (A)(ii) of this Section 11.10 or immediately prior toany Change of Control of the type described in clause (A)(iii) or (A)(iv) of this Section 11.10, all outstanding Incentives granted pursuant to this Plan shall automatically become fully vested and exercisable, all restrictions or limitationson any Incentives shall automatically lapse and, unless otherwise provided in the applicable Incentive Agreement, all performance criteria and other conditions relating to the payment of Incentives shall be deemed to be achieved or waived by GulfIsland without the necessity of action by any person. As used in the immediately preceding sentence, ‘immediately prior’ to the Change of Control shall mean sufficiently in advance of the Change of Control to permit the grantee to take allsteps reasonably necessary (i) if an optionee, to exercise any such option fully and (ii) to deal with the shares purchased or acquired under any such option or any Other Stock-Based Award and any formerly restricted shares on whichrestrictions have lapsed so that all types of shares may be treated in the same manner in connection with the Change of Control as the shares of Common Stock of other shareholders. 

**C.**No later than 30 days after a Change of Control of the type described in subsections (A)(i) or (A)(ii) of thisSection 11.10 and no later than 30 days after the approval by the Board of a Change of Control of the type described in subsections (A)(iii) or (A)(iv) of this Section 11.10, the Committee, acting in its sole discretion without the consentor approval of any participant (and notwithstanding any removal or attempted removal of some or all of the members thereof as directors or Committee members), may act to effect one or more of the alternatives listed below, which may vary amongindividual participants and which may vary among Incentives held by any individual participant: 

**(i)**require that alloutstanding options or Other Stock-Based Awards be exercised on or before a specified date (before or after such Change of Control) fixed by the Committee, after which specified date all unexercised options and Other Stock-Based Awards and allrights of participants thereunder shall terminate, 

**(ii)**make such equitable adjustments to Incentives thenoutstanding as the Committee deems appropriate to reflect such Change of Control (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary), 

**(iii)**provide for mandatory conversion of some or all of the outstanding options or Other Stock-Based Awards held by some or allparticipants as of a date, before or after such Change of Control, specified by the Committee, in which event such options and Other Stock-Based Awards shall be deemed automatically cancelled and the Company shall pay, or cause to be paid, to each

 

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such participant an amount of cash per share equal to the excess, if any, of the Change of Control Valueof the shares subject to such option or Other Stock-Based Award, as defined and calculated below, over the exercise price of such options or the exercise or base price of such Other Stock-Based Awards or, in lieu of such cash payment, the issuanceof Common Stock or securities of an acquiring entity having a Fair Market Value equal to such excess, or 

**(iv)**provide that thereafter, upon any exercise of an option or Other Stock-Based Award that entitles the holder to receive Common Stock, the holder shall be entitled to purchase or receive under such option or Other Stock-Based Award, in lieu of thenumber of shares of Common Stock then covered by such option or Other Stock-Based Award, the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the holder would have been entitledpursuant to the terms of the agreement providing for the reorganization, share exchange, merger, consolidation or asset sale, if, immediately prior to such Change of Control, the holder had been the record owner of the number of shares of CommonStock then covered by such option or Other Stock-Based Award. 

**D.**For the purposes of paragraph (iii) ofSection 11.10(C), the “Change of Control Value” shall equal the amount determined by whichever of the following items is applicable: 

**(i)**the per share price to be paid to shareholders of Gulf Island in any such merger, consolidation or other reorganization, 

**(ii)**the price per share offered to shareholders of Gulf Island in any tender offer or exchange offer whereby a Change of Controltakes place, 

**(iii)**in all other events, the fair market value per share of Common Stock into which such optionsbeing converted are exercisable, as determined by the Committee as of the date determined by the Committee to be the date of conversion of such options, or 

**(iv)**in the event that the consideration offered to shareholders of Gulf Island in any transaction described in this Section 11.10 consists of anything other than cash, the Committee shall determine thefair cash equivalent of the portion of the consideration offered that is other than cash. 

**11.11 Definition of Fair Market Value**.Whenever “Fair Market Value” of Common Stock shall be determined for purposes of this Plan, it shall be determined as follows: (i) if the Common Stock is listed on an established stock exchange or any automated quotation system thatprovides sale quotations, the closing sale price for a share of the Common Stock on such exchange or quotation system on the applicable date, or if no sale of the Common Stock shall have been made on that day, on the next preceding day on whichthere was a sale of the Common Stock; (ii) if the Common Stock is not listed on any exchange or quotation system, but bid and asked prices are quoted and published, the mean between the quoted bid and asked prices 

 

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on the applicable date, and if bid and asked prices are not available on such day, on the next preceding day on whichsuch prices were available; and (iii) if the Common Stock is not regularly quoted, the fair market value of a share of Common Stock on the applicable date as established by the Committee in good faith. 

 

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