Filed by Bowne Pure Compliance





Exhibit 10.5



FIRST AMENDMENT TO EMPLOYMENT AGREEMENT




This First Amendment to Employment Agreement, dated to be effective November 17, 2008 (this
“Amendment”), is made by and between Helix Energy Solutions Group, Inc., a Minnesota corporation
(the “Company”), and Anthony Tripodo (“Executive”).



WHEREAS, the Company and Executive have entered into an Employment Agreement dated effective
as of June 25, 2008 (the “Employment Agreement”) setting forth the terms and conditions of
Executive’s employment with the Company; and



WHEREAS, the Company and Executive now desire to amend the Employment Agreement to revise
Section 2(c) and Section 3 thereof in their entirety;



NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as
follows:




	 	1.	 	The Employment Agreement is hereby amended such that Section 2(c) thereof shall read as
follows, which shall supersede and replace Section 2(c) of the Employment Agreement in its
entirety:






2. (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.




	 	2.	 	The Employment Agreement is hereby amended such that Section 3 thereof shall read as
follows, which shall supersede and replace Section 3 of the Employment Agreement in its
entirety:






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 commending on the second
anniversary date of the Effective Date and each second anniversary date
thereafter, 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.




	 	3.	 	Except as amended by this Amendment, the Employment Agreement shall remain in full
force and effect as written.






 


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IN WITNESS WHEREOF, the parties have caused this First Amendment to Employment Agreement to be
executed to be effective on the date first above written.



	 	 	 	 	 
	HELIX ENERGY SOLUTIONS GROUP, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Owen Kratz
	 	/s/ Anthony Tripodo
	 

	 	 
	 	 
	Name: Owen Kratz	 	Anthony Tripodo
	Title: President and Chief Executive Officer	 	 





 


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