Filed by Bowne Pure Compliance





Exhibit 10.3



EMPLOYMENT AGREEMENT




This Employment Agreement (the “Agreement”) is made effective November 17, 2008, by and between
Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”), and Alisa B. Johnson
(“Executive”), an individual residing in Houston, Texas. The Company and Executive are
collectively referred to herein as the “Parties,” and individually referred to as a “Party.”



RECITALS:




WHEREAS, the Company and Executive have entered into an Employment Agreement dated September 18,
2006 (the “Prior Agreement”); and



WHEREAS, the Company and Executive mutually desire to replace the Prior Agreement with this
Agreement.



NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is AGREED as follows:




	1.	 	Purpose. The purpose of this Agreement is to set forth the terms and conditions of
Executive’s employment with the Company. This Agreement represents both Parties’ intentions
with respect to the terms and conditions of Executive’s employment with the Company.







	2.	 	Definitions. For the purposes of this Agreement, the following words shall have the
following meanings:







	 	(a)	 	“Affiliate” means any Person that, directly or indirectly, through one
or more intermediaries, controls or is controlled by, or is under common control with,
another Person. The term “control” includes, without limitation, the possession,
directly or indirectly, of the power to direct the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise. With respect
to any amount under this Agreement that is deferred compensation subject to Code
Section 409A, for the purposes of Code Section 409A only, Affiliate shall mean all
Persons with whom the Company would be considered a single employer under Code Section
414(b) or 414(c) and for the purposes of a Separation from Service (as defined in
Section 2(o)) and determining the controlled group but using fifty percent (50%)
instead of eighty percent (80%) pursuant to Treasury Regulation § 1.409A-1(h)(3).







	 	(b)	 	“AICP” or “Annual Incentive Compensation Plan” means any
Company annual incentive compensation cash bonus plan in which Executive participates,
as in effect from time to time.







	 	(c)	 	“Annual Cash Compensation” means, with respect to a Change in Control,
the sum of (i) the amount of Executive’s Base Annual Salary for the year in which the
Change in Control occurs and (ii) the target AICP bonus which could be payable to
Executive under the AICP for the calendar year in which the Change in Control
occurs assuming that the Company and Executive have fully met all performance
criteria (financial, personal or otherwise) but not including a multiplier that may
be applicable to result in a maximum bonus, and annualized for the purpose of this
calculation; provided, however, that if the target bonus opportunity or the
performance criteria for an AICP bonus has not been established for the year of the
Change in Control, the AICP amount under this definition shall be calculated using
the target bonus opportunity from the immediately preceding calendar year.




 


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	 	(d)	 	“Base Annual Salary” means Executive’s base annual salary as described
in Section 5(a) hereof.

	 
	 	(e)	 	“Board” means the board of directors of the Company.







	 	(f)	 	“Cause” means in connection with a termination of Executive’s
employment by the Company: (i) embezzlement or theft by Executive of any property of
the Company or its Affiliates; (ii) any breach by Executive of any material provision
of this Agreement; (iii) any act by Executive constituting a felony or otherwise
involving theft, fraud, gross dishonesty, or moral turpitude; (iv) negligence or
willful misconduct on the part of Executive in the performance of her duties as an
employee, officer, or director of the Company or its Affiliates; (v) Executive’s breach
of her fiduciary obligations to the Company or its Affiliates; (vi) Executive’s
material violation or breach of the policies or procedures of the Company and its
Affiliates (including but not limited to blackout periods for trading Common Stock); or
(vii) any chemical dependence of Executive which adversely affects the performance of
her duties and responsibilities to the Company or its Affiliates.







	 	(g)	 	“Change in Control” means a “Change in Control Event” within the
meaning of Treasury Regulation § 1.409A-3(i)(5) and described in paragraphs (i), (ii)
or (iii) below or any combination thereof as permitted in the Treasury Regulations with
respect to the Company:







	 	(i)	 	A change in ownership that occurs when one person or a group
(as determined for the purposes of Code Section 409A) acquires stock that,
combined with stock previously owned, controls more than fifty percent (50%) of
the value or voting power of the stock of the Company (incremental increases in
ownership by a person or group that already owns fifty percent (50%) of the
Company prior to such increase do not result in a change in ownership);







	 	(ii)	 	A change in effective control that occurs on the date that,
during any 12-month period, either (x) any person or group acquires stock
possessing forty-five percent (45%) or more of the voting power of the Company,
or (y) the majority of the Board (or, if applicable, the board of directors of
the Company’s ultimate parent) is replaced by persons whose appointment or
election is not endorsed by a majority of the Board (or, if applicable, the
board of directors of such ultimate parent) prior to the date of the
appointment or election; or




 


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	 	(iii)	 	A change in ownership of a substantial portion of the assets
that occurs on the date that a person or a group acquires, during any 12-month
period, assets of the Company having a total gross fair market value equal to
eighty-five percent (85%) or more of the total gross fair market value of all
of the Company’s assets; provided, however, that there is no change in control
event under this paragraph (iii) when there is a transfer to: (w) a
shareholder of the Company (immediately before the asset transfer) in exchange
for or with respect to its stock; (x) an entity, fifty percent (50%) or more of
the total value or voting power of which is owned, directly or indirectly, by
the Company immediately after the asset transfer; (y) a person, or more than
one person acting as a group, that owns immediately after the asset transfer,
directly or indirectly, fifty percent (50%) or more of the total value or
voting power of all the outstanding stock of the Company; or (z) an entity, at
least fifty percent (50%) of the total value or voting power of which is owned,
directly or indirectly, by a person described in item (y) within the meaning of
Code Section 409A. For the purposes of this paragraph (iii), “gross fair
market value” shall have the meaning as provided in Code Section 409A.







	 	(h)	 	“Code” means the Internal Revenue Code of 1986, as amended.







	 	(i)	 	“Common Stock” means common stock, no par value, of the Company, or any
successor security issued in lieu thereof.







	 	(j)	 	“Compensation Committee” means the compensation committee of the Board.







	 	(k)	 	“Confidential Information” means information (i) disclosed to or known
by Executive as a consequence of or through her employment with the Company; (ii) not
generally known outside the Company; and (iii) which relates to any aspect of the
Company, its Affiliates or their business, research, or development. “Confidential
Information” includes, but is not limited to, the Company’s and its Affiliate’s trade
secrets, proprietary information, business plans, marketing plans, financial
information, compensation and benefit information, cost and pricing information,
customer contacts, suppliers, vendors, and information provided to the Company or its
Affiliates by a third party under restrictions against disclosure or use by the
Company, its Affiliates or others.







	 	(l)	 	“Conflict of Interest” means any activity which might adversely affect
the Company or its Affiliates, including ownership of a material interest in any
supplier, contractor, distributor, subcontractor, customer, or other entity with which
the Company or its Affiliates does business.







	 	(m)	 	“Copyright Works” means materials for which copyright protection may be
obtained including, but not limited to: literary works (including all written
material), computer programs, artistic and graphic works (including designs, graphs,
drawings, blueprints, and other works), recordings, models, photographs, slides,
motion pictures, and audio-visual works, regardless of the form or manner in which
documented or recorded.




 


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	 	(n)	 	“Company” means Helix Energy Solutions Group, Inc., a Minnesota
corporation.







	 	(o)	 	“Date of Termination” means the date of termination of Executive’s
employment by the Company and that is a “Separation from Service” within the meaning of
Code Section 409A, which means a termination of Executive’s employment with the Company
(and its controlled group within the meaning of Treasury Regulation § 1.409A-1(h)(3))
in accordance with the Company’s policies and procedures; provided, however, that the
Company and Executive reasonably anticipate that no further services will be performed
after the termination date or that the level of bona fide services Executive will
perform after such date (whether as an employee or an independent contractor) would
permanently decrease to no more than twenty percent (20%) of the average level of bona
fide services performed (whether as an employee or an independent contractor) over the
immediately preceding 36-month period or the full period of service to the Company if
Executive has been providing services to the Company for less than 36 months.







	 	(p)	 	“Disability” or “Disabled” means any physical or mental
incapacity, disease or affliction, as determined by a legally qualified medical
practitioner selected by the Company which prevents Executive to a substantial degree
from performing her obligations after reasonable accommodation from the Company.

	 
	 	(q)	 	“Effective Date” means November 17, 2008.







	 	(r)	 	“Equity-Based Awards” means stock options, restricted stock, restricted
stock units, performance vesting stock, performance stock units, and any other award
granted by the Company, which derives its value based upon the Common Stock, regardless
whether such award is ultimately intended to be settled in stock or cash.







	 	(s)	 	“Good Reason” means, in connection with a termination of employment by
Executive, the occurrence of any of the following without Executive’s written consent
(except in connection with the termination of employment of Executive by the Company
for Cause or Disability):







(i) a material diminution in Executive’s Base Annual Salary;




	 	(ii)	 	a material diminution in Executive’s authority, duties, or
responsibilities;







	 	(iii)	 	a material change in geographic location at which Executive
must perform the services; or







	 	(iv)	 	any other action or inaction that constitutes a material breach
by the Company of the terms of this Agreement.




 


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	 	(t)	 	“Inventions” means inventions (whether patentable or not), discoveries,
improvements, designs, and ideas (whether or not shown or described in writing or
reduced to practice) including, and in addition to any such Confidential Information or
Copyright Works.







	 	(u)	 	“LTIP” or “Long Term Incentive Plan” means the Company’s 2005
Long-Term Incentive Plan or other long-term incentive plan of the Company pursuant to
which Executive receives Equity Based Awards, as in effect from time to time.







	 	(v)	 	“Person” means, for the purposes of the term Affiliate in Section 2(a)
hereof, and as used in Section 7(e) hereof, any partnership, corporation, limited
liability company, group, trust or other legal entity.







	 	(w)	 	“Retirement” means a termination of Executive’s employment under
circumstances as shall constitute retirement from the Company based on age and/or years
of employment, as determined by the Board, in its sole discretion, in accordance with
written policies adopted by the Board from time to time; in absence of the adoption of
such policy, Executive’s resignation on or after attainment of age 65 shall be deemed
to be “Retirement” for purposes of this Agreement.







	3.	 	Duration. This Agreement shall become effective on the Effective Date and shall
terminate on the second (2nd) anniversary of the Effective Date, unless earlier
terminated as hereinafter provided, provided that commencing on the second anniversary date of
the Effective Date and each second anniversary date there after, the term of this Agreement
shall automatically be extended for two additional years unless, no later than ninety (90)
days prior to the applicable anniversary date, the Company or Executive shall give written
notice to the other that it or he, respectively, does not wish to extend the term of this
Agreement, in which case this Agreement shall terminate on the applicable anniversary date.







	4.	 	Duties and Responsibilities. Commencing on the Effective Date of this Agreement,
Executive shall diligently render her services to the Company as Executive Vice President,
General Counsel and Corporate Secretary in a manner customary for such officers or equivalent
positions and in accordance with the Company’s directives, and shall use her best efforts and
good faith in fulfilling such responsibilities and in accomplishing such directives.
Executive agrees to devote her full-time efforts, abilities, and attention to the business of
the Company, and shall not engage in any activities which will interfere with such efforts.
Executive shall well and faithfully serve the Company during the continuance of her employment
hereunder and shall use her best efforts to promote the interests of the Company. Executive’s
principal place of employment will be at the Company’s corporate headquarters in Houston,
Texas. Executive hereby acknowledges that she is a fiduciary with respect to the Company and
its Affiliates and shall act in accordance and otherwise comply with her fiduciary obligation
to the Company and its Affiliates.




 


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	5.	 	Compensation and Benefits. In return for the services to be provided by Executive
pursuant to this Agreement, the Company agrees to pay Executive as follows:







	 	(a)	 	Base Annual Salary. Executive shall receive a Base Annual Salary
annually of Three Hundred Twenty Five Thousand ($325,000) payable every two weeks,
subject to deduction of statutorily required amounts, including but not limited to,
withholding for federal, state and local income taxes, and amounts payable by employees
of the Company for employee benefits. The annual salary to be paid by the Company to
Executive shall be reviewed at least annually and may from time to time be increased
(but may not be decreased) as approved by the Company (any such increased amount shall
then be referred to as “Base Annual Salary” for the purposes of this Agreement).







	 	(b)	 	Annual Incentive Compensation Plan. Executive shall be eligible to
receive an Annual Incentive Compensation Plan bonus, with the components, target and
maximum amounts based on a percentage of Executive’s Base Annual Salary, each as
determined by the Board or Compensation Committee, in its sole discretion, subject to
the terms of the AICP. Subject to the foregoing, a portion of the annual AICP bonus
may be based upon the Company’s financial performance and a portion of the AICP may be
based upon achievement of Executive’s individual performance objectives, all as may be
determined by the Board or Compensation Committee, in its sole discretion. AICP
bonuses for each calendar year shall be payable in the following calendar year as
determined by the Board or Compensation Committee; provided, however, that payment, if
any, shall be made no later than March 15th of such following year.







	 	(c)	 	Long Term Incentive Plan. As a senior management executive of the
Company, Executive shall participate annually in the Long Term Incentive Plan as
determined by and on such terms approved by the Company, the Board or the Compensation
Committee, in its sole discretion. The LTIP may include stock options, restricted
stock, restricted stock units and/or other types of compensation.







	 	(d)	 	Benefits. Executive shall be entitled to participate in the Company’s
various employee benefit plans as the same may be constituted from time to time,
including without limitation, the Company’s 401(k) plan, in the same manner as other
senior management executives of the Company, subject to the terms and conditions of the
plans, as same may be amended or terminated pursuant to their terms from time to time
as determined by the Company in its sole discretion.







	 	(e)	 	Expenses. Executive shall be reimbursed by the Company for all
reasonable business expenses incurred by Executive in performance of her duties
hereunder upon the submission of appropriate vouchers, bills or receipts for such
expenses in accordance with the Company’s policy, and upon Executive’s reasonable
documentation of such expenses, the expenses shall be paid in a cash lump sum payment
as soon as reasonably practicable, but in no event later than March 15th of
the calendar year following the calendar year in which the expenses are incurred.




 


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	 	(f)	 	Vacation. Executive will be provided four (4) weeks’ paid vacation in
each calendar year, to be accrued at a prorata monthly rate, and additional paid
holidays and similar rights and privileges as are enjoyed generally by Company’s senior
management executives. Vacation shall be subject to the Company’s policy and vacation
days must be taken in accordance with the Company’s policy for senior management
executives, as may be amended from time to time.







	6.	 	Termination.







	 	(a)	 	Death, Disability or Retirement. The Company may terminate Executive’s
employment if she is Disabled for six (6) consecutive months or for a total of six (6)
months during any 12-month period. Executive’s employment will be automatically
terminated upon her death or Retirement.







	 	(b)	 	Termination for Cause. The Company may terminate Executive’s
employment immediately for Cause by written notice to Executive.







	 	(c)	 	Termination Without Cause. The Company may terminate Executive’s
employment without Cause and for any reason upon written notice to Executive.







	 	(d)	 	Termination by Executive Without Good Reason. Executive may terminate
her employment upon 30 days’ written notice to the Company. In the event Executive
terminates her employment in this manner, she shall remain in the Company’s employ
subject to all terms and conditions of this Agreement for the entire 30-day period
unless instructed otherwise by the Company in writing.







	 	(e)	 	Termination by Executive for Good Reason. Executive may terminate her
employment for “Good Reason” by giving the Company advance written notice of such
intent and the grounds thereof within a period not to exceed 30 days after the
existence of the event constituting Good Reason. After Executive gives such notice,
the Company shall have 30 days to correct the Good Reason event, and if the Company
does not correct the Good Reason event within the prescribed time, Executive must
terminate her employment within 61 days of the date of the event constituting Good
Reason in order to be entitled to any benefits under Section 7(d) of this Agreement.
In addition, once an event constitutes Good Reason, if the Company does not correct the
event and if Executive does not give notice (as described above) and terminate her
employment within 61 days of the event, such specific instance of the event shall no
longer constitute Good Reason under this Agreement.







	 	(f)	 	Resignation of All Positions. Executive agrees that after any
termination of her employment, she will tender her resignation from any position she
may hold as an officer or director of the Company or any Affiliate or otherwise
associated companies.






 


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	7.	 	Severance and Change in Control Payments and Benefits. Executive shall be entitled
to the following compensation under the following circumstances:







	 	(a)	 	Death, Disability or Retirement. In the event Executive’s employment
is terminated as a result of her death, Disability or Retirement, Executive’s rights
under any Equity-Based Awards or other compensation rights or awards shall be
determined in accordance with the controlling plan documents and award agreements and
her unpaid Base Annual Salary shall be paid through the Date of Termination in
accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a
calendar year preceding the calendar year of Executive’s Date of Termination shall be
paid when the AICP bonus for other participants is paid but in no event later than
March 15th of the calendar year following the end of the calendar year of
the applicable AICP bonus. Executive’s award under any AICP to which she would
otherwise be entitled in the calendar year of her Date of Termination shall be prorated
for the period of her participation in the AICP during the relevant calendar year, and
payable at the same time other participants in the AICP receive payment but in no event
later than March 15th of the calendar year following the calendar year of
the Date of Termination. Executive shall be reimbursed for all expenses incurred and
in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in
accordance with the Company’s vacation policy, as amended from time to time, and
Executive shall be entitled to all benefits under Section 5(d) subject to the terms and
conditions of the applicable plan documents and arrangements, as amended from time to
time.







	 	(b)	 	Termination for Cause or Resignation of Executive Without Good Reason.
If Executive is terminated by the Company for Cause or if Executive resigns or
otherwise terminates without Good Reason, no AICP bonus for the calendar year of her
Date of Termination will be paid, all other benefits and rights, including Equity-Based
Awards shall be determined under the then governing plans and award agreements, and her
unpaid Base Annual Salary shall be paid through to the Date of Termination in
accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a
calendar year preceding the calendar year of Executive’s Date of Termination shall be
paid in accordance with the terms of the applicable AICP and when the AICP bonus for
other participants is paid but in no event later than March 15th of the
calendar year following the end of the calendar year of the applicable AICP bonus.
Executive shall be reimbursed for all expenses incurred and in accordance with Section
5(e); Executive shall be paid all accrued unused vacation in accordance with the
Company’s vacation policy, as amended from time to time, and Executive shall be
entitled to all benefits under Section 5(d) subject to the terms and conditions of the
applicable plan documents and arrangements, as amended from time to time.







	 	(c)	 	Termination Without Cause. In the event Executive’s employment with
the Company is terminated by the Company without Cause, the Company shall pay Executive
an amount equal to her Base Annual Salary for the year in which the termination occurs
in a lump sum cash payment as soon as administratively feasible following the Date of
Termination but no later than 70 days after the Date of Termination (subject to Section
7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based
Awards granted to Executive by the Company that were scheduled to vest by their terms
within 12 months following the Date of




 


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Termination, and to the extent the provisions of this Section 7(c) change the terms
of such Equity-Based Awards held by Executive now or in the future, this Section
7(c) shall be deemed an amendment to the agreement between Company and Executive
setting forth the terms of such awards and shall form part of such agreement.
Except as provided in the previous sentence, Executive’s rights under any
Equity-Based Awards or other compensation rights or awards shall be determined
according to the controlling plan documents and award agreements , and the benefits
provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in
addition to, and not in limitation of, the value or benefit of any Equity-Based
Awards, the exercisability, vesting or payment of which is accelerated or otherwise
enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter
adopted between Executive and the Company regarding Equity-Based Awards granted to
Executive. Executive’s unpaid Base Annual Salary shall be paid through her Date of
Termination in accordance with the Company’s normal payroll practices. Any unpaid
AICP bonus for a year preceding the calendar year of Executive’s Date of Termination
shall be paid when the AICP bonus for other participants is paid but in no event
later than March 15th of the calendar year following the end of the
calendar year of the applicable AICP bonus. In addition, the Company shall pay
Executive her award under any AICP for the calendar year of her Date of Termination
(a) calculated on the basis of the Company and Executive having fully met all
performance criteria (financial, personal or otherwise) for a target bonus (which
will not include any multiplier that may be applicable to result in a maximum
bonus), (b) paid on the basis of a deemed 12-month calendar year participation in
the plan, and (c) payable at the same time other participants in the plan receive
payment but no later than March 15th of the calendar year following the
end of the calendar year of the Date of Termination. Executive shall be reimbursed
for all expenses incurred and in accordance with Section 5(e); Executive shall be
paid all accrued unused vacation in accordance with the Company’s vacation policy,
as amended from time to time, and Executive shall be entitled to all benefits under
Section 5(d) subject to the terms and conditions of the applicable plan documents
and arrangements, as amended from time to time.




	 	(d)	 	Termination by Executive for Good Reason. In the event that
Executive terminates her employment with the Company for Good Reason, the Company
shall pay Executive an amount equal to her Base Annual Salary for the year in which
termination occurs in a lump sum cash payment as soon as administratively feasible
following the Date of Termination but no later than 70 days after the Date of
Termination (subject to Section 7(h)). There shall be an automatic acceleration of
the vesting of any Equity-Based Awards granted to Executive by the Company that were
scheduled to vest by their terms within 12 months following the Date of Termination,
and to the extent the provisions of this Section 7(d) change the terms of such
Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall
be deemed an amendment to the agreement between Company and Executive setting forth
the terms of such awards and shall form part of such agreement. Except as provided
in the previous sentence, Executive’s rights under any Equity-Based Awards or other
compensation rights or awards or benefits shall




 


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be determined according to the controlling plan documents and award agreements and
the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards
shall be in addition to, and not in limitation of, the value or benefit of any
Equity-Based Awards, the exercisability, vesting or payment of which is accelerated
or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or
hereafter adopted between Executive and the Company regarding Equity-Based Awards
granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through
her Date of Termination in accordance with the Company’s normal payroll practices.
Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of
Termination shall be paid when the AICP bonus for other participants is paid but in
no event later than March 15th of the calendar year following the end of
the calendar year of the applicable AICP bonus. In addition, the Company shall pay
Executive her award under any AICP for the calendar year of her Date of Termination
(a) calculated on the basis of the Company and Executive having fully met all
performance criteria (financial, personal or otherwise) for a target bonus (which
will not include any multiplier that may be applicable to result in a maximum
bonus), (b) paid on the basis of a deemed 12-month calendar year participation in
the plan, and (c) payable at the same time other participants in the plan receive
payment but no later than March 15th of the calendar year following the
end of the calendar year of the Date of Termination. Executive shall be reimbursed
for all expenses incurred and in accordance with Section 5(e); Executive shall be
paid all accrued unused vacation in accordance with the Company’s vacation policy,
as amended from time to time, and Executive shall be entitled to all benefits under
Section 5(d) subject to the terms and conditions of the applicable plan documents
and arrangements, as amended from time to time.




	 	(e)	 	Change in Control. Notwithstanding the foregoing subsections (a) — (d)
of this Section 7 and in lieu thereof, if within the period beginning with the date of
a Change in Control and continuing through the second anniversary thereof, the Company
terminates Executive’s employment without Cause or Executive terminates his employment
for Good Reason, then:







	 	(i)	 	The Company shall pay Executive as soon as administratively
feasible after the date of the Change in Control but no later than 70 days
following the date of the Change in Control a lump sum cash amount equal to two
(2) times Executive’s Annual Cash Compensation;







	 	(ii)	 	Executive’s rights under any Equity-Based Awards or other
compensation rights, benefits or awards shall be as provided in the governing
plan and/or award agreements (subject to paragraph (iv) below);







	 	(iii)	 	Any unpaid AICP bonus for a calendar year preceding the
calendar year of the Change in Control shall be paid when the AICP bonus for
other participants is paid but in no event later than March 15th of
the calendar year following the end of the calendar year of the applicable AICP
bonus;




 


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	 	(iv)	 	Notwithstanding the provision of any agreement to the contrary,
the Company shall cause all of Executive’s existing unvested Equity-Based
Awards to be accelerated and vested immediately as of the date of the Change in
Control and payment or issuance of shares of Common Stock shall be made
pursuant to the applicable plans and/or award agreements (for the avoidance of
doubt, the benefits provided for in this Section 7(e)(iv) regarding Executive’s
Equity-Based Awards shall be in addition to, and not in limitation of, the
value or benefit of any Equity-Based Awards, the exercisability, vesting or
payment of which is accelerated or otherwise enhanced pursuant to the terms of
the LTIP or other agreement heretofore or hereafter adopted between Executive
and the Company regarding Equity-Based Awards granted to Executive).







	 	(v)	 	Executive shall be promptly reimbursed all reasonable business
expenses incurred by him upon reasonable documentation and in accordance with
Company policy prior to the date of the Change in Control to be paid no later
than March 15th following the end of the calendar year in which the
expenses were incurred;







	 	(vi)	 	Company shall pay a lump sum amount equal to the cost of
continuation of group health coverage under COBRA for a period of 18 months
based upon the rates of such COBRA coverage for the coverage as in effect for
Executive (and her dependents, if applicable) on the date of the Change in
Control to be paid in a cash lump sum payment at the same time payment under
Section 7(e)(i) is made;







	 	(vii)	 	If any payments are payable under this Section 7(e), in no
event will any amounts be paid or payable under Section 7(a)-(d).







Notwithstanding any other provision of this Agreement, Executive’s employment shall
be deemed to have been terminated by the Company without Cause or by Executive with
Good Reason following a Change of Control if A) Executive’s employment is terminated
by the Company without Cause prior to a Change of Control (whether or not a Change
of Control actually occurs) and such termination was at the request of a Person who
has entered into an agreement with the Company or its shareholder(s) the
consummation of which would constitute a Change of Control, B) Executive terminates
his employment with the Company for Good Reason prior to a Change of Control
(whether or not a Change of Control actually occurs) and the act, circumstances or
event which constitutes Good Reason occurs at the request or direction of such
Person or shareholder, or (C) Executive’s employment is terminated by the Company
without Cause or by Executive for Good Reason and such termination without Cause or
the act, circumstance or event which constitutes Good Reason is otherwise in
connection with or in anticipation of a Change of Control and occurred after either
a letter of intent or similar agreement with respect to such a transaction or a
public announcement of a proposed transaction is made, provided that in the case of
(C) above, any requirement that the Company pay the amounts required by Section
7(e)(i) shall only be required if the transaction is in fact consummated, and if the
proposed transaction is abandoned or terminated by the Company or the Person or
shareholder(s) prior to consummation, then Executive’s entitlement to a payout under
Section 7(e)(i) shall revert to that required by Section 7(c) or 7(d), as applicable
(as if a deemed Change of Control had not occurred).


 


11









 






	 	(f)	 	Release of All Claims. In order to receive any payments (other than
any unpaid Base Annual Salary and accrued vacation through to her Date of Termination,
if applicable) pursuant to Section 7(c) or (d), Executive shall first be required to
execute and return a release in a form and substance satisfactory to the Company which
releases the Company and its Affiliates, and their officers, employees, and directors
and any employee benefit plan (and any other Company related person as specified in the
release) (the “Company Group”) of any claims which Executive may have as against the
Company Group and such release must be effective and not revoked within the time
prescribed in the release and the release must be returned and effective within the
time period specified by the Company in the release but in no event later than 60 days
after Executive’s Date of Termination if payments are made pursuant to Section 7(c) or
(d).







	 	(g)	 	No Duty to Mitigate. Executive shall not be required to mitigate the
amount of any payment or other benefit required to be paid to Executive pursuant to
this Agreement, whether by seeking other employment or otherwise, nor shall the amount
of any such payment or other benefit be reduced on account of any compensation earned
by Executive as a result of employment. The Company’s obligation to make the payments
provided for in this Agreement (including, but not limited to, the payments under
Section 7(c), (d) or (e)) and otherwise perform its obligations hereunder shall not be
affected by any counterclaim, recoupment, defense or other claim, right or action which
the Company may have against Executive or others, exclusive of payroll withholdings
required by law.







	 	(h)	 	Specified Employees. Notwithstanding any other provision herein, if
Executive is a “Specified Employee” (as that term is defined in Code Section 409A) as
of her Date of Termination, then any amounts under this Agreement which are payable
upon her “Separation from Service” (within the meaning of Code Section 409A) and
subject to the provisions of Code Section 409A and not otherwise excluded under Code
Section 409A, shall not be paid until the first (1st) business day that is
at least six (6) months after the date after Executive’s Date of Termination (the
“Waiting Period”). Any payments that would have been made to Executive during the
Waiting Period but for this Section 7(h) shall instead be made to Executive in the form
of a lump sum payment on the date that payments commence pursuant to the preceding
sentence with interest (calculated at the short-term applicable federal rate compounded
semi-annually) on the amount not paid during the Waiting Period from the Date of
Termination through the date of payment.






 


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	 	(i)	 	Certain Additional Payments by the Company. Anything in this Agreement
to the contrary notwithstanding, in the event it shall be determined that any payment
or distribution to or for the benefit of Executive (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or otherwise,
but determined without regard to any additional payments required under this
section) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of
the Code or any interest or penalties are incurred by Executive with respect to such
excise tax (such excise tax, together with any such interest and penalties,
hereinafter referred to as the “Excise Tax”), then Executive shall be entitled to
receive an additional payment (a “Gross Up Payment”) in an amount such that after
payment by Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross Up Payment, Executive retains an amount of the Gross Up Payment equal to the
Excise Tax imposed upon the Payments. Executive acknowledges that the Gross Up
Payment can be withheld from Executive by the Company and, instead, paid to the
Internal Revenue Service on behalf of Executive.






All determinations required to be made under this Section 7(i) with respect to the
Excise Tax imposed by Section 4999 of the Code, including whether and when the Gross
Up Payment is required and the amount of such Gross Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by an accounting
firm selected by the Company. All fees and expenses of the accounting firm shall be
borne solely by the Company. Any determination by the accounting firm shall be
binding upon the Company and Executive. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial determination by
the accounting firm hereunder, it is possible that Gross Up Payments which will not
have been made by the Company should have been made (“Underpayment”), consistent
with the calculations required to be made hereunder. In the event that it is
ultimately determined in accordance with the procedures set forth in this Section
7(i) that Executive is required to make a payment of any Code Section 4999 Excise
Tax, the accounting firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment shall be paid by the Company to or for the
benefit of Executive within five days of the receipt of the accounting firm’s
determination of the amount of the Underpayment.




Executive shall notify the Company in writing of any claims by the Internal Revenue
Service that, if successful, would require the payment by the Company of the Gross
Up Payment. Such notification shall be given as soon as practicable but no later
than 30 days after Executive actually receives notice in writing of such claim.
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which she gives such notice to the Company (or such shorter
period ending on the date that any payment of taxes with respect to such claim is
due). If the Company notifies Executive in writing prior to the expiration of such
period that it desires to contest such claim, Executive shall:


 


13









 






	 	(i)	 	give the Company any information reasonably requested relating
to such claim;







	 	(ii)	 	take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time;







	 	(iii)	 	cooperate with the Company in good faith in order effectively
to contest such claim; and







	 	(iv)	 	if the Company elects not to assume and control the defense of
such claim, permit the Company to participate in any proceedings relating to
such claim; provided, however, that the Company shall bear and pay directly all
costs and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold Executive harmless,
on an after tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions
of this section, the Company shall have the right, at its sole option, to
assume the defense of and control all proceedings in connection with such
contest, in which case it may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim and may either direct Executive to pay the tax claimed
and sue for a refund or contest the claim in any permissible manner, and
Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine.







	 	(v)	 	Notwithstanding anything in this section to the contrary,
unless an earlier payment date is specified above, the Company shall, in
accordance with Treasury Regulation § 1.409A-3(i)(1)(v), pay Executive (or pay
on Executive’s behalf) all amounts to which Executive is entitled under this
section no later than the end of Executive’s taxable year next following
Executive’s taxable year in which Executive remits the Excise Tax or tax to the
Internal Revenue Service (or in the case of costs and expenses payable under
this section, no later than the end of Executive’s taxable year next following
Executive’s taxable year in which the taxes that are the subject of the audit
or litigation are remitted to the Internal Revenue Service, or where as a
result of such audit or litigation no taxes are remitted, the end of
Executive’s taxable year next following Executive’s taxable year in which the
audit is completed or there is a final and nonappealable settlement or other
resolution of the litigation).






 


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	8.	 	Inventions, Confidential Information, Patents, and Copyright Works.







	 	(a)	 	Notification of Company. Upon conception, all Inventions, Confidential
Information, and Copyright Works shall become the property of the Company (or
the United States Government where required by law) whether or not patent or
copyright registration applications are filed for such subject matter. Executive
will communicate to the Company promptly and fully all Inventions, or suggestions
(whether or not patentable), all Confidential Information or Copyright Works made,
designed, created, or conceived by Executive (whether made, designed, created, or
conceived solely by Executive or jointly with others) during the period of her
employment with the Company: (a) which relate to the actual or anticipated business,
research, activities, or development of the Company at the time of the conception;
or (b) which result from or are suggested by any work which Executive has done or
may do for or on behalf of the Company; or (c) which are developed, tested,
improved, or investigated either in part or entirely on time for which Executive was
paid by the Company, or using any resources of the Company.







	 	(b)	 	Transfer of Rights. Executive agrees, during her employment with the
Company, to assign and transfer to and does hereby assign and transfer to the Company
Executive’s entire right, title, and interest in all Inventions, Confidential
Information, Copyright Works and patents prepared, made or conceived by or in behalf of
Executive (solely or jointly with others): (a) which relate in any way to the actual or
anticipated business of the Company, or (b) which relate in any way to the actual or
anticipated research or development of the Company, or (c) which are suggested by or
result, directly or indirectly, from any task assigned to Executive or in which
Executive otherwise engages in behalf of the Company. Executive also agrees to do all
things necessary to transfer to the Company Executive’s entire right, title, and
interest in and to all such Inventions, Confidential Information, Copyright Works or
patents as the Company may request, on such forms as the Company may provide, at any
time during or after Executive’s employment. Executive will promptly and fully assist
the Company during and subsequent to her employment in every lawful way to obtain,
protect, and enforce the Company’s patent, copyrights, trade secret or other
proprietary rights for Inventions, Confidential Information, Copyright Works or patents
in any and all countries.







	 	(c)	 	Notice of Rights Under State Statutes. No provision in this Agreement
is intended to require assignment of any of Executive’s rights in an Invention for
which no equipment, supplies, facilities, Confidential Information, Copyright Works,
Inventions, patents or information of the Company was used, and which was (1) developed
entirely on Executive’s own time; (2) does not relate directly or indirectly to the
business of the Company or to the actual or demonstrably anticipated research or
development of the Company; and (3) does not result from any work performed by
Executive for the Company or assigned to Executive by the Company.







	 	(d)	 	Rights in Copyrights. Unless otherwise agreed in writing by the
Company, all Copyright Works prepared wholly or partially by Executive (alone or
jointly with others) within the scope of her employment with the Company, shall be
deemed a “work made for hire” under the copyright laws and shall be owned by the
Company. Executive understands that any assignment or release of such works can only
be made by the Company. Executive will do everything reasonably necessary to enable
the Company or its nominee to protect its rights in such works. Executive agrees to
execute all documents and to do all things necessary to vest in the Company
Executive’s right and title to copyrights in such works. Executive shall not assist
or work with any third party that is not an employee of the Company to create or
prepare any Copyright Works without the prior written consent of the Company.






 


15









 







	 	(e)	 	Assistance in Preparation of Applications. During and after employment
Executive will promptly and fully assist, if requested by the Company, in the
preparation and filing of patents and Copyright Works registrations in any and all
countries selected by the Company and will assign to the Company Executive’s entire
right, title, and interest in and to such patents and Copyright Works registrations, as
well as all Inventions or Copyright Works to which such patents and Copyright Works
registrations pertain, to enable any such properties to be prosecuted under the
direction of the Company and to ensure that any patent or Copyright Works registration
obtained will validly issue to the Company.







	 	(f)	 	Execute Documents. During and after employment Executive will promptly
sign any and all lawful papers, take all lawful oaths, and do all lawful acts,
including testifying, at the request of the Company, in connection with the
procurement, grant, enforcement, maintenance, exploitation, or defense against
assertion of any patent, trademark, copyright, trade secret or related rights,
including applications for protection or registration thereof. Such lawful papers
include, but are not limited to, any and all powers, assignments, affidavits,
declarations and other papers deemed by the Company to be necessary or advisable.







	 	(g)	 	Keep Records. Executive will keep and regularly maintain adequate and
current written records of all Inventions, Confidential Information, and Copyright
Works she participates in creating, conceiving, developing, and manufacturing. Such
records shall be kept and maintained in the form of notes, sketches, drawings, reports,
or other documents relating thereto, bearing at least the date of preparation and the
signatures or name of each employee contributing to the subject matter reflected in the
record. Such records shall be and shall remain the exclusive property of the Company
and shall be available to the Company at all times.







	 	(h)	 	Return of Documents, Equipment, Etc. All writings, records, and other
documents and things comprising, containing, describing, discussing, explaining, or
evidencing any Inventions, Confidential Information, or Copyright Works and all
equipment, components, parts, tools, and the like in Executive’s custody or possession
that have been obtained or prepared in the course of Executive’s employment with the
Company shall be the exclusive property of the Company, shall not be copied and/or
removed from the premises of the Company, except in pursuit of the business of the
Company, and shall be delivered to the Company, without Executive retaining any copies,
upon notification of the termination of Executive’s employment or at any other time requested by the Company. The Company
shall have the right to retain, access, and inspect all property of Executive of any
kind in the office, work area, and on the premises of the Company upon termination
of Executive’s employment and at any time during employment by the Company, to
ensure compliance with the terms of this Agreement.




 


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	 	(i)	 	Other Contracts. Executive represents and warrants that she is not a
Party to any existing contract relating to the granting or assignment to others of any
interest in Inventions, Confidential Information, Copyright Works or patents hereafter
made by Executive except insofar as copies of such contracts, if any, are attached to
this Agreement.







	 	(j)	 	Assignment After Termination. Executive recognizes that ideas,
Inventions, Confidential Information, Copyright Works, Copyright Works registrations or
patents relating to her activities while working for the Company that are conceived or
made by Executive, alone or with others, within one (1) year after termination of her
employment may have been conceived in significant part while Executive was employed by
the Company. Accordingly, Executive agrees that such ideas, Inventions, Confidential
Information, Copyright Works, Copyright Works registrations or patents shall be
presumed to have been conceived and made during her employment with the Company and are
to be assigned to the Company in accordance with this Section 8.







	 	(k)	 	Prior Conceptions. At the end of this Section 8(k), Executive has set
forth, if any, what she represents and warrants to be a complete list of all
Inventions, if any, patented or unpatented, or Copyright Works, including a brief
description thereof (without revealing any confidential or proprietary information of
any other Party) which Executive participated in the conception, creation, development,
or making of prior to her employment with the Company and for which Executive claims
full or partial ownership or other interest, or which are in the physical possession of
a former employer and which are therefore excluded from the scope of this Agreement.







Prior Conceptions: None




	9.	 	Non-Competition, Non-Solicitation, and Confidentiality. The Company and Executive
acknowledge and agree that while Executive is employed pursuant to this Agreement, the Company
will give Executive access to Confidential Information of the Company and its Affiliates to
which Executive did not have access prior to signing this Agreement and which Executive may
need and use during such employment, the receipt of which is hereby acknowledged by Executive;
Executive will be provided under this Agreement (i) specialized training on how to perform her
duties and (ii) contact with the Company’s and its Affiliates’ customers and potential
customers. In consideration of all of the foregoing, the Company and Executive agree as
follows:




 


17









 







	 	(a)	 	Non-Competition During Employment. Executive agrees that for the
duration of this Agreement, she will not compete with the Company by engaging in (i)
the conception, design, development, production, marketing, or servicing in the
offshore energy construction services industry in the Gulf of Mexico; or (ii) the oil
and gas exploration and production business in the Gulf of Mexico or other fields in
which the Company owns interests (for purposes of this Section 9, the “Services”), and
that she will not work for, in any capacity, assist, or become affiliated with as an
owner, partner, employee, contractor, joint venture or otherwise, either directly or
indirectly, any individual or business which performs the Services.







	 	(b)	 	Non-Competition After Employment. Executive agrees that for a period
of one (1) year after termination of her employment with the Company for any reason she
will not compete with the Company by engaging in the conception, design, development,
production, marketing, or servicing in the Services, and that she will not work for, in
any capacity, assist, or become affiliated with as an owner, partner, employee,
contractor, joint venture or otherwise, either directly or indirectly, any individual
or business which performs the Services; provided, however, that Executive may accept
employment with a business which performs the Services if Executive is employed by a
division, affiliate, or subsidiary that does not perform the Services and Executive
understands and agrees that she cannot perform any services for the division,
subsidiary, or affiliate which does compete with the Company in the provision of the
Services.







	 	(c)	 	Conflicts of Interest. Executive agrees that for the duration of this
Agreement, she will not engage, either directly or indirectly, in any Conflict of
Interest, and that Executive will promptly inform a corporate officer of the Company as
to each offer received by Executive to engage in any such activity. Executive further
agrees to disclose to the Company any other facts of which Executive becomes aware
which might involve or give rise to a Conflict of Interest or potential Conflict of
Interest.







	 	(d)	 	Non-Solicitation of Customers. Executive further agrees that, for the
duration of this Agreement, and for a period of one (1) year after the termination of
her employment with the Company for any reason, she will not solicit or accept any
business for the provision of the Services from any customer or client or prospective
customer or client with whom Executive dealt, had contact with or during the time
Executive was employed by the Company.







	 	(e)	 	Non-Solicitation of Employees. Executive agrees that for the duration
of this Agreement, and for a period of one (1) year after the termination of her
employment with the Company for any reason, she will not either directly or indirectly,
on her own behalf or on behalf of others, solicit, attempt to hire, or hire any person
employed by the Company to work for Executive or for any other entity, firm,
corporation, or individual; provided, however, that nothing in this Section 9(e) shall
prohibit a future employer of Executive from soliciting, attempting to hire, or hiring
any person employed by the Company so long as Executive is not directly or indirectly involved in the process including, but not
limited to providing or suggesting (directly or indirectly) names of such employees
to anyone for purposes of possible employment and/or directing such employees to
contact anyone for purposes of possible employment.




 


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	 	(f)	 	Confidential Information. Executive further agrees that she will not,
except as the Company may otherwise consent or direct in writing, reveal or disclose,
sell, use, lecture upon, publish, or otherwise disclose to any third party any
Confidential Information or proprietary information of the Company, or authorize anyone
else to do these things at any time either during or subsequent to her employment with
the Company. This Section 9(f) shall continue in full force and effect after
termination of Executive’s employment and after the termination of this Agreement for
any reason. Executive’s obligations under this Section 9(f) of this Agreement with
respect to any specific Confidential Information and proprietary information shall
cease when that specific portion of Confidential Information and proprietary
information becomes publicly known, in its entirety and without combining portions of
such information obtained separately. It is understood that such Confidential
Information and proprietary information of the Company include matters that Executive
conceives or develops, as well as matters Executive learns from other employees of the
Company.







	 	(g)	 	Confidential Information of Prior Employer. Executive will not
disclose or use during the period of her employment with the Company any proprietary or
confidential information or copyright works, which Executive may have acquired because
of employment with an employer other than the Company.







	 	(h)	 	Time Period Tolled. The time periods referenced in this Section 9
during which Executive is restrained from competing against the Company shall not
include any period of time during which Executive is in breach of this Agreement. Said
time periods referenced in this Section 9 will be tolled, such that the Company will
receive the full benefit of the time period in the event Executive breaches this
Agreement.







	 	(i)	 	Breach. Executive agrees that any breach of Sections 9(a), (b), (c),
(d), (e) or (f) above cannot be remedied solely by money damages, and that in addition
to any other remedies the Company may have, the Company is entitled to obtain
injunctive relief against Executive. Nothing herein, however, shall be construed as
limiting the Company’s right to pursue any other available remedy at law or in equity,
including recovery of damages and termination of this Agreement.







	 	(j)	 	Independent Covenants. All covenants contained in this Section 9 shall
be construed as agreements independent of any other provision of this Agreement, and
the existence of any claim or cause of action by Executive against the Company, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the Company of such covenants.




 


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	10.	 	Return of Company Property. Executive agrees to execute and deliver such documents
and take all other actions as the Company may request from time to time in order to effect the
transfer and delivery to the Company of any of the Company’s or its Affiliate’s assets in the
possession or subject to the control of Executive including, without limitation, the Company’s
or its Affiliate’s computers, printers, books, records, files, databases, software,
Confidential Information, and other documents in whatever form or medium and wherever located,
and the Company’s or its Affiliate’s credit cards, travel authority cards, parking and
identification badges.







	11.	 	Right to Enter Agreement. Executive represents and covenants to the Company that she
has full power and authority to enter into this Agreement and that the execution of this
Agreement will not breach or constitute a default of any other agreement or contract to which
she is a Party or by which she is bound.







	12.	 	Assignment. This Agreement may be assigned by the Company, but cannot be assigned by
Executive. An assignment of this Agreement by the Company shall not relieve the Company of
any liability or obligation under this Agreement except any such assignment in connection with
or as a result of a Change in Control (including, but not limited to, by operation of law).







	13.	 	Binding Agreement. The Parties acknowledge that this Agreement shall be binding upon
and inure to the benefit of (a) Executive’s heirs, successors, personal representatives, and
legal representatives and (b) any successor of the Company. Any such successor of the Company
shall be deemed substituted for the Company under the terms of this Agreement for all
purposes. As used herein, “successor” shall include any person, firm, corporation, or other
business entity which at any time, whether by purchase, merger or otherwise, directly or
indirectly acquires all or substantially all of the assets or business of the Company.







	14.	 	Notices. All notices pursuant to this Agreement shall be in writing and sent
certified mail, return receipt requested, by hand delivery or by overnight delivery service
addressed as follows:






	 	 	 
	If to Executive:

	 	Alisa B. Johnson
	 

	 	5628 San Felipe
	 

	 	Houston, TX 77056
	 
	 	 
	If to the Company:

	 	Helix Energy Solutions Group, Inc.
	 

	 	Attn: President and Chief Executive Officer
	 

	 	400 North Sam Houston Parkway East, Suite 400
	 

	 	Houston, TX 77060
	 
	 	 
	With a copy to:

	 	Helix Energy Solutions Group, Inc.
	 

	 	Attn: Deputy General Counsel
	 

	 	400 North Sam Houston Parkway East, Suite 400
	 

	 	Houston, TX 77060





 


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	15.	 	Waiver. No waiver by either Party to this Agreement of any right to enforce any term
or condition of this Agreement, or of any breach hereof, shall be deemed a waiver of such
right in the future or of any other right or remedy available under this Agreement.







	16.	 	Severability. If any provision of this Agreement is determined to be void, invalid,
unenforceable, or against public policy, such provisions shall be deemed severable from the
Agreement, and the remaining provisions of the Agreement will remain unaffected and in full
force and effect. Furthermore, any breach by the Company of any provision of this Agreement
shall not excuse Executive’s compliance with the requirements of Sections 8 or 9, to the
extent they are otherwise enforceable.







	17.	 	Arbitration. Except with respect to injunctive relief which may be sought by the
Company or Executive from a court in Harris County, Texas, to which the Parties hereby submit
to personal jurisdiction, the Parties agree to resolve any and all claims or controversies
past, present, or future arising out of or relating to this Agreement, Executive’s employment
and/or termination of employment with the Company, including but not limited to claims for
wrongful termination of employment, and claims under the Civil Rights Act of 1866, Title VII
of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination
in Employment Act, the Family Medical Leave Act, the Sarbanes-Oxley Act, the Equal Pay Act,
the Fair Labor Standards Act, Chapter 21 of the Texas Labor Code, formerly known as the Texas
Commission on Human Rights Act, the retaliatory discharge provisions of the Texas Worker’s
Compensation Act, the Texas Pay Day Act, and any similar state law or local ordinance to
binding arbitration under the Federal Arbitration Act, before one neutral arbitrator in the
City of Houston, State of Texas, under the American Arbitration Association (“AAA”) National
Rules for the Resolution of Employment Disputes. If the Parties cannot agree on one
arbitrator, a list of seven (7) arbitrators will be requested from AAA, and the arbitrator
will be selected using alternate strikes with Executive striking first. The Parties further
agree that (i) except as expressly awarded in arbitration and subject to Section 25 below,
each party shall be responsible for its own expenses, including but not limited to attorneys’
fees in connection with the cost of the arbitration except that the fees of the arbitrators
shall be shared equally by Executive and the Company, (ii) collective actions are not
permissible unless agreed upon by the parties in writing, (iii) administrative proceedings
under the National Labor Relations Act and Title VII of the Civil Rights Act are not
precluded, (iv) the work of Executive involves interstate commerce, and (v) the award rendered
by the arbitrator is final and binding, and judgment thereon may be entered in any court
having jurisdiction thereof. The invalidity or unenforceability of any provision of this
Section shall not affect the validity or enforceability of any other provision of this
Agreement which shall remain in full force and effect; provided, however, that any claim the
Company has for breach of the covenants contained in Sections 8 and 9 of this Agreement shall
not be subject to mandatory arbitration, and may be pursued in a court of law or equity.







	18.	 	Entire Agreement. The terms and provisions contained herein shall constitute the
entire agreement between the Parties with respect to Executive’s employment with the Company
during the time period covered by this Agreement. This Agreement replaces and supersedes any and all existing agreements entered into between Executive and the
Company relating generally to the same subject matter.




 


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	19.	 	Modification of Agreement. This Agreement may not be changed or modified or released
or discharged or abandoned or otherwise terminated, in whole or in part, except by an
instrument in writing signed by Executive and an officer or other authorized executive of the
Company.







	20.	 	Understand Agreement. Executive represents and warrants that she has read and
understood each and every provision of this Agreement, acknowledges that she has obtained
independent legal advice from attorneys of her choice, and confirms that Executive has freely
and voluntarily entered into this Agreement.







	21.	 	Governing Law. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Texas without giving any effect to the conflict of laws
provisions thereof.







	22.	 	Code Section 409A. The Parties agree that the Company may amend and/or operate this
Agreement to be exempt from or to comply with Code Section 409A including, but not limited to,
using the definitions or other terms required by Code Section 409A and including without
limitation any notices, rulings, interpretations or regulations issued under Code Section 409A
after the date hereof to avoid the application of penalty taxes under Code Section 409A. The
Company and Executive shall cooperate in good faith for the adoption of such amendments and/or
the operation of the Agreement to avoid the application of penalty taxes under Code Section
409A. The Parties agree that Executive shall have no right to specify the calendar year
during which any payment hereunder shall be made.







	23.	 	No Guarantee of Tax Consequences. None of the Company nor any of its Affiliates or
their officers, directors or employees guarantees or shall be responsible or liable for the
federal, state, local, domestic and foreign, tax consequences to Executive respecting any
payments or benefits provided to Executive under this Agreement (except the Company shall
provide the additional payments expressly provided for in Section 7(i)), including but not
limited to, any excise taxes that may be imposed under Code Section 409A. Executive
acknowledges that the Company has advised him to consult her own counsel and/or tax advisor
respecting all of the terms of this Agreement, including but not limited to, Sections 7, 8 and
9.







	24.	 	Withholding Taxes. The Company may withhold from all salary, bonuses, or other
benefits or payments under this Agreement all federal, state, local, domestic and foreign,
taxes as shall be required pursuant to any law or governmental ruling or regulation as
reasonably determined by the Company.






 


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	25.	 	Legal Fees on Change in Control. If a Date of Termination occurs after a Change in
Control occurs, the Company agrees, upon reasonable documentation, to reimburse to the full
extent permitted by law, all legal fees and expenses to a maximum of fifty thousand dollars
($50,000.00) which Executive, Executive’s legal representatives or Executive’s
family may reasonably incur arising out of or in connection with any arbitration or
litigation, if applicable, concerning the validity or enforceability of any provision of the
Agreement, or any action by Executive, Executive’s legal representatives, or Executive’s
family to enforce her or their rights under this Agreement, regardless of the outcome of
such arbitration or litigation. The expenses that may be reimbursed under this Section 25
shall in no way modify Executive’s duty to arbitrate any such claims or the arbitration
provisions under Section 17. Notwithstanding the foregoing, to the extent that Code Section
409A is applicable to the expenses under this subsection, and to the extent that no
exception under Code Section 409A is applicable, the following shall apply: (a) all
expenses that are includable in income to be paid under this subsection shall only be paid
if such expenses are incurred prior to the last day of the second (2nd) calendar
year following the calendar year in which the Date of Termination occurs; (b) all expenses
must be paid by the end of the third (3rd) calendar year following the calendar
year in which the Date of Termination occurs; (c) Executive (or her legal representative or
family) must provide the Company with reasonable documentation of such expenses; (d)
payments for such expenses will be made within 15 business days after reasonable
documentation of the expenses incurred has been provided to the Company (and such
documentation must be provided within 45 days after the expenses are incurred) but in no
event later than the end of Executive’s taxable year following the year in which the
expenses were incurred; and (e) the payments under this subsection cannot be substituted for
another benefit.







	26.	 	Disputed Payments and Refusals to Pay. If following the Date of Termination, the
Company fails to make a payment due under Section 7(e) or Section 25 of this Agreement in
whole or in part as of the payment date specified in this Agreement, either intentionally or
unintentionally, other than with the express or implied consent of Executive, the Company
shall owe Executive interest on the delayed payment, compounded quarterly, if Executive (i)
accepts the portion (if any) of the payment that the Company is willing to make (unless such
acceptance will result in a relinquishment of the claim to all or part of the remaining
amount) and (ii) makes prompt and reasonable good faith efforts to collect the remaining
portion of the payment (determined utilizing the standards set forth in Treasury Regulation §
1.409A-3(g)). Any such interest payments shall become due and payable effective as of the
applicable payment date(s) specified in (i) Section 7(e) with respect to the delinquent
payment(s) due under Section 7(e) and (ii) Section 25 with respect to the delinquent
payment(s) due under Section 25. Such interest payable under this Section 26 shall be
calculated at a rate equal to an amount equal to two percentage points in excess of the prime
commercial lending rate announced from time to time by J.P. Morgan Chase Bank or its successor
during the period of such nonpayment, compounded quarterly. The Company shall pay such
interest payable under this Section 26 no later than the deadline specified in Treasury
Regulation § 1.409A-3(g).







	27.	 	Counterparts. Any number of counterparts of this Agreement may be executed and each
such counterpart shall be deemed to be an original instrument, but all such counterparts
together shall constitute but one instrument. This Agreement may be executed by portable
document format (PDF) or facsimile signature which signature shall be binding upon the
Parties.




 


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[Signature Page Follows]



 


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IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date
first written above.



	 	 	 	 	 	 	 
	EXECUTIVE	 	THE COMPANY
	 
	 	 	 	 	 	 
	 	 	 	 	HELIX ENERGY SOLUTIONS GROUP, INC.
	 
	 	 	 	 	 	 
	/s/ Alisa B. Johnson	 	By:	 	/s/ Owen Kratz
	 	 	 	 	 
	Name: Alisa B. Johnson	 	 	 	Owen Kratz
	 

	 	 	 	 	 	President and Chief Executive Officer
	 
	 	 	 	 	 	 
	Date:

	 	November 17, 2008
	 	Date:
	 	November 17, 2008
	 

	 	 
	 	 	 	 





 


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