exv10w1



 





Exhibit 10.1




TERMINATION AGREEMENT



This Termination Agreement (the “Agreement”) dated the 31st day of August, 2006,
is made by and between Helix Energy Solutions Group, Inc., together with all of its subsidiary and
affiliated companies (collectively, “Company”) and James Lewis Connor, III
(“Employee”). The foregoing are sometimes herein referred to individually as a
“Party” and collectively as the “Parties”.



Reference is made to that certain Amended and Restated Employment Agreement dated May 1, 2002, made
by and between Employee and Company, as amended by that certain First Amendment to Amended and
Restated Employment Agreement made effective as of the 1st day of January, 2004 (as amended, the
“Employment Agreement”).




     For a good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged and confessed, the Parties agree as follows:



     1. Effective Date. Employee hereby resigns employment with Company and any offices
held with the Company, effective August 31, 2006 (the “Effective Date”) and said Employment
Agreement is terminated of even date therewith, subject to the terms and conditions of this
Agreement.



     2. Special Payment. In exchange for termination of the Employment Agreement and
Employee making himself reasonably available to the Company to advise on transitional matters (as
determined by the President of the Company for a period not to exceed six (6) months hereof), and
contemporaneous with execution and delivery of this Agreement by Employee to Company, Company shall
pay to Employee a special payment (“Special Payment”) in the amount of $685,650, subject to
withholding and FICA taxes.



     3. Indemnification of Company by Employee. Employee hereby agrees to RELEASE,
INDEMNIFY and HOLD HARMLESS Company, its subsidiary and affiliated companies, its and their joint
owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants,
insurers and employees of all of the foregoing (individually and collectively referred to as the
“Released Parties”), from any and all claims, demands and causes of action arising out of
or related to (i) Employee’s employment with Company (including any incentive or bonus plan or
unvested options, but expressly excluding any vested interest in any options, employee stock
purchase plans, pension plans, insurance benefits as provided in Paragraph 8, and/or accrued
vacation); (ii) any claim whatsoever arising out of or related to that certain September 2000 “B
Participation Agreement” between OKCD Holdings, Inc., OKCD Investments, Ltd. and Employee; (iii)
the termination of Employee’s employment with Company; or (iv) any act or omission occurring prior
to the execution of this Agreement, including, but not limited to, any claims that Employee may
have arising under any federal, state or local laws, statutes, ordinances, or regulations
pertaining to discrimination on the basis of sex, race, color, religion, creed, national origin,
age or disability status, including workers’ compensation and any claim for overtime or back pay,
and any other cause of action sounding in tort, quasi-tort discrimination, particularly, but not
limited to, any rights Employee may have pursuant to the Age Discrimination in Employment Act, the
Older Workers Benefit Protection



 









 







Act, Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Civil Rights Act
of 1991, the Civil Rights Act of 1866, the Worker Adjustment and Retraining Notification Act, the
Rehabilitation Act of 1973, the Americans with Disabilities Act, Employee Retirement Income
Security Act of 1974, all oral or written contract rights, all common and civil law rights such as
tort or personal injury of any sort, and any and all claims, relating to Employee’s employment with
Company or the termination of Employee’s employment with Company. Employee also understands that,
except as specifically otherwise provided in this Agreement, Employee is waiving all rights to any
claim for employee benefits, including retirement benefits; provided, however, that this Agreement
shall not affect Employee’s vested rights under the Company’s 401(k) plan. It is the express
intent of Employee to waive and release any and all of the foregoing claims, demands and causes of
action, whether herein enumerated or not, arising out of or related to Employee’s employment with
Company or termination therefrom, whether such claims, demands, and causes of action are known or
unknown, suspected or unsuspected.



     4. Indemnification of Employee by Company. Company hereby agrees to RELEASE, DEFEND,
INDEMNIFY and HOLD HARMLESS Employee from (i) any act or omission of Employee prior to the
effective date of Employee’s resignation; and (ii) any and all claims, demands and causes of action
arising out of or related to Employee’s employment with Company and/or service as an officer of
Company (including any of its subsidiary and affiliated companies); whether such acts, omissions,
claims, demands, and causes of action are known or unknown, suspected or unsuspected.



     5. Payment of Expenses and Accrued Vacation Time. By no later than the 15th
day of September, 2006, Company shall: (i) reimburse Employee his reasonable business expenses
incurred prior to the Effective Date consistent with Company policy in effect at the time thereof;
and (ii) pay Employee for all accrued, but unused, vacation time, including the thirty days carried
forward from prior periods.



     6. Covenants of Employee. It is understood and agreed that Section 4 (Confidential
Information); Section 5(b) (Non-Solicitation); and Section 6 (Intellectual Property) shall survive
termination of the Employment Agreement as therein provided, but that portions of Section 5 dealing
with Non-Competition are hereby waived by Company.



     7. Non-Disparagement. Employee and Company each agree not to disparage the other.



     8. Insurance Benefits. It is agreed that Employee and Employee’s eligible dependents
shall be entitled to continue to participate in Company’s group medical and life insurance plans at
Employee’s sole cost and expense until the earliest of: (i) in the case of medical insurance
coverage, Employee receives coverage under another group medical plan; (ii) in the case of medical
insurance coverage, the employee is entitled to Medicare; (iii) in the case of both medical
insurance and life insurance coverage, the Employee turns 65 years of age; and (iv) in the case of
medical insurance coverage, December 31, 2008, if under final rules and regulations issued by the
Department of Treasury and the Internal Revenue Service under section 409A of the Internal Revenue
Code of 1986, as amended the medical insurance coverage would constitute deferred compensation for
purposes of section 409A.



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     9. Covenant Not to Sue. Employee agrees that Employee will never sue the Released
Parties for any and all claims, demands and causes of action released in Paragraph 3, above.
Likewise, Company agrees that it will never sue Employee for any and all claims, demands and causes
of action released in Paragraph 4, above.



     10. No Reliance by Employee. Employee expressly acknowledges and agrees that in
connection with Employee’s decision to accept the Special Payment and execute this Agreement,
Employee has not relied on any statement, representation, promise or agreement of any kind by any
member of the Released Parties, their agents, attorneys, or representatives, with regard to the
subject matter, basis, or effect of this Agreement or otherwise, other than those specifically
stated in this Agreement. This Agreement sets forth the entire agreement between the Parties and
fully supersedes any and all prior agreements or understandings, written or oral, between the
Parties pertaining to the subject matter of this Agreement.



     11. Miscellaneous. In connection with this Agreement:




	 	(a)	 	Employee acknowledges and agrees that Employee has been given a full and fair
opportunity to review this Agreement;
	 
	 	(b)	 	Employee understands that Employee has been given at least twenty-one (21) days
to consider whether to accept the Special Payment in returning for providing the
releases herein described in favor of the Released Parties; provided, however, that if
Employee has made the decision to sign this Agreement before the expiration of the
twenty-one (21) day period, Employee certifies that the decision to execute this
Agreement prior to the expiration of said twenty-one (21) day period was voluntary and
was not induced by Company or the other Released Parties through fraud, duress,
coercion, misrepresentation, a threat to alter or withdraw the offer prior to the
expiration of said twenty-one (21) day period, or by providing different terms to other
employees who sign the Agreement prior to the expiration of said time period;
	 
	 	(c)	 	Employee has carefully read and fully understands all of the provisions of this
Agreement, and Employee has executed this Agreement knowing that Employee has given a
release to the Released Parties that will prevent Employee from suing Company and/or
the Released Parties for any claim, demand or cause of action released pursuant to this
Agreement;
	 
	 	(d)	 	Employee understands that this Agreement applies to any claim that Employee has
against Company, including, but not limited to, claims for damages arising under the
Age Discrimination in Employment Act (29 U.S.C. §§ 621-634);
	 
	 	(e)	 	Company has specifically advised Employee to consult with an attorney of
Employee’s choice before executing this Agreement;




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	 	(f)	 	Employee understands that nothing in this Agreement shall be construed to
prohibit Employee from filing a charge or complaint, including a challenge to the
validity of this Agreement, with the Equal Employment Opportunity Commission
(“EEOC”) or participating in any investigation or proceeding by the EEOC;
	 
	 	(g)	 	Employee represents and warrants that: (i) Employee has read this Agreement and
acknowledges that it is written in a manner that Employee can understand; (ii) Employee
understands that Employee is giving a full and final release to the Released Parties
and further declares that it is Employee’s intent to provide such a release; (iii) this
is a full and final expression of Employee’s agreement with Company and the Released
Parties; (iv) no other promises have been made to Employee by either Company or the
other Released Parties, except as otherwise set forth in this Agreement; and (v)
Employee executes this Agreement voluntarily and freely.





     12. Company Property. Except as herein expressly provided, Company acknowledges that
Employee has returned to Company all Company property and confidential information. It is
understood and agreed that Employee has been permitted to retain his electronic files to assist him
in providing transitional advice and for the purpose of maintaining forms, but that any
confidential information contained therein shall be maintained as confidential in accordance with
Section 4 of the Employment Agreement.



     13. Invalidity. If any provision herein is held to be partially or completely contrary
to law and/or unenforceable, the Agreement shall be deemed to be amended to partially or completely
modify such provision or portion thereof to the extent necessary to make it enforceable, or if
necessary, the Agreement shall be deemed to be amended to delete the unenforceable provision or
portion thereof. In the event any provision is deleted, the remaining provisions shall remain in
full force and effect.



     14. No Admission of Wrongdoing. Nothing in this Agreement shall be construed as an
admission of any wrongdoing by any Party or Released Party.



     15. Applicable Law. This Agreement shall be construed and applied in accordance with
applicable provisions of the Employee Retirement Income Security Act (ERISA) and the Older Workers
Benefit Protection Act (OWBPA). To the extent that federal law does not apply, this Agreement
shall be deemed to have been executed and delivered within the State of Texas, without regard for
that state’s rules regarding conflicts of laws.



THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK




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     AGREED and ACCEPTED as of the Effective Date.



	 	 	 	 	 	 	 	 	 
	EMPLOYEE:	 	 	 	COMPANY:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Helix Energy Solutions Group, Inc.
	 
	 	 	 	 	 	 	 	 
	/s/ JAMES LEWIS CONNOR, III	 	 	 	/s/ MARTIN R. FERRON
	 	 	 	 	 
	Name:

	 	James Lewis Connor, III
	 	 	 	Name:
	 	Martin R. Ferron
	Address:

	 	50 Highland Circle
	 	 	 	Title:
	 	President
	 

	 	The Woodlands, Texas 77381	 	 	 	 	 	 







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