**Exhibit 10.43**
**SEVERANCE AGREEMENT**
     **AGREEMENT**between **SEABULK INTERNATIONAL, INC.**, a Delaware corporation (the “Company”),and Bryn D. Jones (“Executive”),
**W I T N E S S E T H :**
     **WHEREAS**, the Company desires to attract and retain certain key employees and, accordingly, theCompensation Committee of the Board of Directors of the Company (the “Board”) has approved theCompany entering into a severance agreement with Executive in order to encourage his continuedservice to the Company; and
     **WHEREAS**, Executive is prepared to commit such services in return for specific arrangementswith respect to severance compensation and other benefits;
     **NOW, THEREFORE**, in consideration of the foregoing and for other good and valuableconsideration, the Company and Executive agree as follows:
     **1. ****Definitions**.
          (a) “Annual Compensation” shall mean an amount equal to the greater of:
               (i) Executive’s annual base salary at the annual rate in effect at the date of his InvoluntaryTermination plus the amount of his Annual Bonus, as defined below;
               (ii) Executive’s annual base salary at the annual rate in effect sixty days prior to the dateof his Involuntary Termination plus the amount of his Annual Bonus, as defined below; or
               (iii) Executive’s annual base salary at the annual rate in effect immediately prior to aChange of Control if Executive’s employment shall be subject to an Involuntary Termination withintwo years after such Change of Control.
Plus the amount of his Annual Bonus, as defined below.
The term ‘Annual Bonus’ shall mean the annual bonus most recently paid by the Company to Executiveprior to the date of his Involuntary Termination; provided, however, that if Executive has notreceived an annual bonus from the Company at any time prior to the date of his InvoluntaryTermination, then the ‘Annual Bonus’ shall equal the amount of Executive’s target annual bonus forthe year in which such termination occurs.
          (b) “Change in Duties” shall mean:
               (i) The occurrence, within two years after the date upon which a Change of Control occurs, ofany one or more of the following:
 

 

                    (1) A significant change in the nature or scope of Executive’s authorities or duties fromthose applicable to him immediately prior to the date on which a Change of Control occurs;
                    (2) A reduction in Executive’s base salary from that provided to him immediately prior to thedate on which a Change of Control occurs;
                    (3) A diminution in Executive’s eligibility to participate in bonus, stock option, incentiveaward and other compensation plans which provide opportunities to receive compensation which arethe greater of (A) the opportunities provided by the Company (including its subsidiaries) forexecutives with comparable duties or (B) the opportunities under any such plans under which he wasparticipating immediately prior to the date on which a Change of Control occurs;
          (c) “Change in Control” shall be deemed to have occurred if (i) a tender offer shall be madeand consummated for the ownership of 50% or more of the outstanding voting securities of theCompany eligible to vote in the election of directors generally, (ii*)*the Company shall be mergedor consolidated with another entity, or substantially all of the assets of the Company shall besold or transferred to another entity if, in any such case, as a result of such merger,consolidation or sale, less than 50% of the outstanding voting securities of the resulting entityeligible to vote in the election of directors generally (or comparable governing body) shall beowned in the aggregate by the former shareholders of the Company, (iii) a person, including a“group” (other than a trustee or other fiduciary holding securities under an employee benefit planof the Company or any member of the Existing Group), within the meaning of Section 3(a)(9) or ofSection 13(d)(3) (as in effect on the date hereof) of the Securities Exchange Act of 1934, shallacquire 50% or more of the outstanding voting securities of the Company eligible to vote in theelection of directors generally (whether directly, indirectly, beneficially or of record), or (iv)the Company is to be dissolved or liquidated. For purposes hereof, ownership of voting securitiesshall take into account and shall include ownership as determined by applying the provisions ofRule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Securities Exchange Act of1934. For the purpose of this definition, a “member of the Existing Group” means any person orentity controlled by, or under common control with, any of Credit Suisse First Boston PrivateEquity, Carlyle Group or Riverstone Holdings, LLC.
          (d) “Compensation Committee” shall mean the Compensation Committee of the Board.
          (e) “Disability” shall mean that, as a result of Executive’s incapacity due to physical ormental illness, he shall have been absent from the full-time performance of his duties forsix-consecutive months and he shall not have returned to full-time performance of his duties withinthirty days after written notice of termination is given to Executive by the Company (provided,however, that such notice may not be given prior to thirty days before the expiration of suchsix-month period).
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          (f) “Involuntary Termination” shall mean any termination of Executive’s employment with theCompany which:
               (i) does not result from a resignation by Executive (other than a resignation pursuant toclause (ii) of this subparagraph (f)); or
               (ii) results from a resignation by Executive within two years after the date upon which aChange of Control occurs and is on or before the date which is sixty days after the date upon whichExecutive receives notice of a Change in Duties; provided, however, the term “InvoluntaryTermination” shall not include a Termination for Cause or any termination as a result of death,Disability, or Retirement.
          (g) “Monthly Severance Amount” shall mean an amount equal to one-twelfth of Executive’s AnnualCompensation.
          (h) “Retirement” shall mean Executive’s resignation on or after the date he reaches agesixty-five.
          (i) “Severance Amount” shall mean an amount equal to the Executive’s Annual Compensation.
          (j) “Severance Period” shall mean:
               (i) in the case of an Involuntary Termination, a period commencing on the date of suchInvoluntary Termination and continuing for twelve (12) months.
          (k) “Termination for Cause” shall mean termination of Executive’s employment by the Company(or its subsidiaries) by reason of Executive’s (i) gross negligence in the performance of hisduties, (ii) willful and continued failure to perform his duties, (iii) willful engagement inconduct which is materially injurious to the Company or its subsidiaries (monetarily or otherwise)or (iv) conviction of a felony or a misdemeanor involving moral turpitude.
     **2. ****Services**. Executive agrees that he will render services to the Company (as well asany subsidiary thereof or successor thereto) during the period of his employment to the best of hisability and in a prudent and businesslike manner and that he will devote substantially the sametime, efforts and dedication to his duties as heretofore devoted.
     **3. ****Termination Other Than Within Two Years After a Change of Control**. Subject to theprovisions of Paragraph 7(i) hereof, if Executive’s employment by the Company or any subsidiarythereof or successor thereto shall be subject to an Involuntary Termination which occurs prior to aChange of Control or after the date which is two years after a Change of Control occurs, then theCompany will, as additional compensation for services rendered to the Company (including itssubsidiaries), pay to Executive the following amounts (subject to any applicable payroll or othertaxes required to be withheld and any employee benefit premiums) and take the following actionsafter the last day of Executive’s employment with the Company:
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          (a) Pay Executive the Monthly Severance Amount on the first day of each month throughout theSeverance Period.
          (b) Cause Executive and those of his dependents (including his spouse) who were covered underthe Company’s medical and dental benefit plans on the day prior to Executive’s InvoluntaryTermination to continue to be covered under such plans (or to receive equivalent benefits)throughout the Severance Period, without any cost to Executive; provided, however, that (i) suchcoverage under this subsection (b) shall terminate if and to the extent Executive becomes eligibleto receive medical and dental coverage from a subsequent employer (and any such eligibility shallbe promptly reported to the Company by Executive), (ii) if Executive (and/or his spouse) would havebeen entitled to retiree medical and/or dental coverage under the Company’s plans had hevoluntarily retired on the date of such Involuntary Termination, then such retiree coverages shallbe continued as provided under such plans, and (iii) such coverage to Executive (or the receipt ofequivalent benefits) shall be provided under one or more insurance policies so that reimbursementor payment of benefits to Executive thereunder shall not result in taxable income to Executive (or,if any such reimbursement or payment of benefits is taxable, then the Company shall pay toExecutive an amount as shall be required to hold Executive harmless from any additional taxliability resulting from the failure by the Company to so provide insurance policies so thatreimbursement or payment of benefits to Executive thereunder shall not result in taxable income toExecutive). Such coverage under the Company’s medical and dental benefit plans (“Health Coverage”)shall be in addition to the eighteen months of COBRA coverage. “Health Coverage” means that ifExecutive elects to continue coverage for himself or his eligible dependents under Company’s grouphealth plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended(“COBRA”), during the Severance Period, then throughout the Severance Period Company shall promptlyreimburse Executive on a monthly basis for the difference between the amount Executive pays toeffect and continue such coverage and the employee contribution amount that active senior executiveemployees pay for the same or similar coverage under Company’s group health plans. Further, ifafter the Severance Period Executive continues his COBRA coverage and Executive’s COBRA coverageterminates at any time during the eighteen-month period commencing on the day immediately followingthe last day of the Severance Period (the “Extended Coverage Period”), then Company shall provideExecutive (and his eligible dependents) with health benefits substantially similar to thoseprovided under its group health plans for active employees for the remainder of the ExtendedCoverage Period at a cost to Executive that is no greater than the cost of COBRA coverage;provided, however, that such health benefits shall be provided to Executive under one or moreinsurance policies so that reimbursement or payment of benefits to Executive thereunder shall notresult in taxable income to Executive (or, if any such reimbursement or payment of benefits istaxable, then Company shall pay to Executive an amount as shall be required to hold Executiveharmless from any additional tax liability resulting from the failure by Company to so provideinsurance policies so that reimbursement or payment of benefits to Executive thereunder shall notresult in taxable income to Executive). Notwithstanding the preceding provisions of thisparagraph, Company’s obligation to reimburse Executive during the Severance Period and to providehealth benefits to Executive during the Extended Coverage Period shall immediately end if and tothe extent Executive becomes eligible to receive health plan coverage from a subsequent employer(with Executive being obligated hereunder to promptly report such eligibility to Company).
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     **4. ****Termination Within Two Years After a Change of Control**. If Executive’s employmentby the Company or any subsidiary thereof or successor thereto shall be subject to an InvoluntaryTermination which occurs within two years after the date upon which a Change of Control occurs,then the Company will, as additional compensation for services rendered to the Company (includingits subsidiaries), pay to Executive the following amounts (subject to any applicable payroll orother taxes required to be withheld and any employee benefit premiums) and take the followingactions after the last day of Executive’s employment with the Company:
          (a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on orbefore the fifth day after the last day of Executive’s employment with the Company.
          (b) Cause Executive and those of his dependents (including his spouse) who were covered underthe Company’s medical and dental benefit plans on the day prior to Executive’s InvoluntaryTermination to continue to be covered under such plans (or to receive equivalent benefits)throughout the Severance Period, without any cost to Executive; provided, however, that (i) suchcoverage shall under this subsection (b) terminate if and to the extent Executive becomes eligibleto receive medical and dental coverage from a subsequent employer (and any such eligibility shallbe promptly reported to the Company by Executive), (ii) if Executive (and/or his spouse) would havebeen entitled to retiree medical and/or dental coverage under the Company’s plans had hevoluntarily retired on the date of such Involuntary Termination, then such retiree coverages shallbe continued as provided under such plans, and (iii) such coverage to Executive (or the receipt ofequivalent benefits) shall be provided under one or more insurance policies so that reimbursementor payment of benefits to Executive thereunder shall not result in taxable income to Executive (or,if any such reimbursement or payment of benefits is taxable, then the Company shall pay toExecutive an amount as shall be required to hold Executive harmless from any additional taxliability resulting from the failure by the Company to so provide insurance policies so thatreimbursement or payment of benefits to Executive thereunder shall not result in taxable income toExecutive). Such coverage under the Company’s medical and dental benefit plans (“Health Coverage”)shall be in addition to the eighteen months of COBRA coverage. “Health Coverage” means that ifExecutive elects to continue coverage for himself or his eligible dependents under Company’s grouphealth plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended(“COBRA”), during the Severance Period, then throughout the Severance Period Company shall promptlyreimburse Executive on a monthly basis for the difference between the amount Executive pays toeffect and continue such coverage and the employee contribution amount that active senior executiveemployees pay for the same or similar coverage under Company’s group health plans. Further, ifafter the Severance Period Executive continues his COBRA coverage and Executive’s COBRA coverageterminates at any time during the eighteen-month period commencing on the day immediately followingthe last day of the Severance Period (the “Extended Coverage Period”), then Company shall provideExecutive (and his eligible dependents) with health benefits substantially similar to thoseprovided under its group health plans for active employees for the remainder of the ExtendedCoverage Period at a cost to Executive that is no greater than the cost of COBRA coverage;provided, however, that such health benefits shall be provided to Executive under one or moreinsurance policies so that reimbursement or payment of benefits to Executive thereunder shall notresult in taxable income to Executive (or, if any such reimbursement or payment of benefits istaxable, then Company
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   shall pay to Executive an amount as shall be required to hold Executive harmless from anyadditional tax liability resulting from the failure by Company to so provide insurance policies sothat reimbursement or payment of benefits to Executive thereunder shall not result in taxableincome to Executive). Notwithstanding the preceding provisions of this paragraph, Company’sobligation to reimburse Executive during the Severance Period and to provide health benefits toExecutive during the Extended Coverage Period shall immediately end if and to the extent Executivebecomes eligible to receive health plan coverage from a subsequent employer (with Executive beingobligated hereunder to promptly report such eligibility to Company)
          (c) Cause any and all outstanding options to purchase common stock of the Company and any andall restricted stock which have not become nonforfeitable held by Executive to become immediatelyexercisable and nonforfeitable in full; and cause Executive’s accrued benefits under any and allnonqualified deferred compensation plans sponsored by the Company to become immediatelynonforfeitable.
          (d) Cause any and all outstanding options to purchase common stock of the Company held byExecutive to remain exercisable for thirty-six (36) months after the last day of Executive’semployment with the Company (but in no event shall any such option be exercisable for (i) a longerperiod than the original term of such option or (ii) a shorter period than that already providedfor under the terms of such option).
     **5. ****Interest on Late Payments**. If any payment provided for in Paragraph 3(a) orParagraph 4(a) hereof is not made when due, the Company shall pay to Executive interest on theamount payable from the date that such payment should have been made under such paragraph untilsuch payment is made, which interest shall be calculated at 10%.
     **6. ****Certain Additional Payments by the Company**.
          (a) Notwithstanding anything to the contrary in this Agreement, in the event that any paymentor distribution by the Company to or for the benefit of Executive, whether paid or payable ordistributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”),would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, asamended, or any interest or penalties with respect to such excise tax (such excise tax, togetherwith any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”),the Company shall pay to Executive an additional payment (a “Gross-up Payment”) in an amount suchthat after payment by Executive of all taxes (including any interest or penalties imposed withrespect to such taxes), including any Excise Tax imposed on any Gross-up Payment, Executive retainsan amount of the Gross-up Payment equal to the Excise Tax imposed upon the Payments. The Companyand Executive shall make an initial determination as to whether a Gross-up Payment is required andthe amount of any such Gross-up Payment. Executive shall notify the Company immediately in writingof any claim by the Internal Revenue Service which, if successful, would require the Company tomake a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined bythe Company and Executive) within ten days of the receipt of such claim. The Company shall notifyExecutive in writing at least five days prior to the due date of any response required with respectto such claim if it plans to contest the claim. If the Company decides to contest such claim,Executive shall cooperate fully with the Company in such action; provided, however, the
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Company shall bear and pay directly or indirectly all costs and expenses (including additionalinterest and penalties) incurred in connection with such action and shall indemnify and holdExecutive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest andpenalties with respect thereto, imposed as a result of the Company’s action. If, as a result ofthe Company’s action with respect to a claim, Executive receives a refund of any amount paid by theCompany with respect to such claim, Executive shall promptly pay such refund to the Company. Ifthe Company fails to timely notify Executive whether it will contest such claim or the Companydetermines not to contest such claim, then the Company shall immediately pay to Executive theportion of such claim, if any, which it has not previously paid to Executive.
     **7. ****General**.
          **(a) ****Term**. The effective date of this Agreement is November 18, 2004. Within sixty(60) days after February 3, 2005, and within sixty (60) days after each successive 24-month periodof time thereafter that this Agreement is in effect, the Company shall have the right to reviewthis Agreement, and in its sole discretion either continue and extend this Agreement, terminatethis Agreement, and/or offer Executive a different agreement. The Compensation Committee will voteon whether to so extend, terminate, and/or offer Executive a different agreement and will notifyExecutive of such action within said sixty-day time period mentioned above. This Agreement shallremain in effect until so terminated and/or modified by the Company. Failure of the CompensationCommittee to take any action within said sixty days shall be considered as an extension of thisAgreement for an additional 24-month period of time. Notwithstanding anything to the contrarycontained in this “sunset provision,” it is agreed that if a Change of Control occurs while thisAgreement is in effect, then this Agreement shall not be subject to termination or modificationunder this “sunset provision,” and shall remain in force for a period of 24 months after suchChange of Control, and if within said 24 months the contingency factors occur which would entitleExecutive to the benefits as provided herein, this Agreement shall remain in effect in accordancewith its terms. If, within such 24 months after a Change of Control, the contingency factors thatwould entitle Executive to said benefits do not occur, thereupon this 24-month “sunset provision”shall again be applicable with the sixty-day time period for Compensation Committee action tothereafter commence at the expiration of said 24 months after such Change of Control and on each24-month anniversary date thereafter.
          **(b) ****Indemnification**. If Executive shall obtain any money judgment or otherwiseprevail with respect to any litigation brought by Executive or the Company to enforce or interpretany provision contained herein, the Company, to the fullest extent permitted by applicable law,hereby indemnifies Executive for his reasonable attorneys’ fees and disbursements incurred in suchlitigation and hereby agrees (i) to pay in full all such fees and disbursements and (ii) to payprejudgment interest on any money judgment obtained by Executive from the earliest date thatpayment to him should have been made under this Agreement until such judgment shall have been paidin full, which interest shall be calculated at 10% plus the prime or base rate of interestannounced by **Citigroup**(or any successor thereto) at its principal office in New York, and shallchange when and as any such change in such prime or base rate shall be announced by such bank.
          **(c) ****Payment Obligations Absolute**. The Company’s obligation to pay (or cause one ofits subsidiaries to pay) Executive the amounts and to make the arrangements
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provided herein shall be absolute and unconditional and shall not be affected by anycircumstances, including, without limitation, any set-off, counterclaim, recoupment, defense orother right which the Company (including its subsidiaries) may have against him or anyone else.All amounts payable by the Company (including its subsidiaries hereunder) shall be paid withoutnotice or demand. Executive shall not be obligated to seek other employment in mitigation of theamounts payable or arrangements made under any provision of this Agreement, and, except as providedin Paragraphs 3(b) and 4(b) hereof, the obtaining of any such other employment shall in no eventeffect any reduction of the Company’s obligations to make (or cause to be made) the payments andarrangements required to be made under this Agreement.
          **(d) ****Successors**. This Agreement shall be binding upon and inure to the benefit of theCompany and any successor of the Company, by merger or otherwise. This Agreement shall also bebinding upon and inure to the benefit of Executive and his estate. If Executive shall die prior tofull payment of amounts due pursuant to this Agreement, such amounts shall be payable pursuant tothe terms of this Agreement to his estate.
          **(e) ****Severability**. Any provision in this Agreement which is prohibited orunenforceable in any jurisdiction by reason of applicable law shall, as to such jurisdiction, beineffective only to the extent of such prohibition or unenforceability without invalidating oraffecting the remaining provisions hereof, and any such prohibition or unenforceability in anyjurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
          **(f) ****Non-Alienation**. Executive shall not have any right to pledge, hypothecate,anticipate or assign this Agreement or the rights hereunder, except by will or the laws of descentand distribution.
          **(g) ****Notices**. Any notices or other communications provided for in this Agreement shallbe sufficient if in writing. In the case of Executive, such notices or communications shall beeffectively delivered if hand delivered to Executive at his principal place of employment or ifsent by registered or certified mail to Executive at the last address he has filed with theCompany. In the case of the Company, such notices or communications shall be effectively deliveredif sent by registered or certified mail to the Company at its principal executive offices.
          **(h) ****Controlling Law**. This Agreement shall be governed by, and construed in accordancewith, the laws of the State of Florida.
          **(i) ****Release**. As a condition to the receipt of any benefit under Paragraph 3 orParagraph 4 hereof, Executive shall first execute a release, in the form established by theCompany, releasing the Company, its shareholders, partners, officers, directors, employees andagents from any and all claims and from any and all causes of action of any kind or character,including but not limited to all claims or causes of action arising out of Executive’s employmentwith the Company or the termination of such employment.
          **(j) ****Full Settlement**. If Executive is entitled to and receives the benefits providedhereunder, performance of the obligations of the Company hereunder will constitute
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full settlement of all claims that Executive might otherwise assert against the Company onaccount of his termination of employment.
          **(k) ****Unfunded Obligation**. The obligation to pay amounts under this Agreement is anunfunded obligation of the Company (including its subsidiaries), and no such obligation shallcreate a trust or be deemed to be secured by any pledge or encumbrance on any property of theCompany (including its subsidiaries).
          **(l) ****Not a Contract of Employment**. This Agreement shall not be deemed to constitute acontract of employment, nor shall any provision hereof affect (a) the right of the Company (or itssubsidiaries) to discharge Executive at will or (b) the terms and conditions of any other agreementbetween the Company or its affiliates and Executive except however that the provisions in thisSeverance Agreement shall supercede any and all provisions in such other agreement as they mayrelate to termination of employment and severance.
          **(m) ****Number and Gender**. Wherever appropriate herein, words used in the singular shallinclude the plural and the plural shall include the singular. The masculine gender where appearingherein shall be deemed to include the feminine gender.
     **IN WITNESS WHEREOF**, the parties hereto have executed this Agreement on the 18thday of November, 2004.      “**EXECUTIVE**”