exv10w2



 







Exhibit 10.2




Amendment No. 1 

To

AGREEMENT



THIS AMENDMENT NO. 1 (this “Amendment”) is dated as of this 15th day of November, 2005 between
Timothy W. Miciotto and Global Industries Offshore, L.L.C., a Louisiana limited liability company
(“Global Offshore”), and is effective as of the effective date as set forth herein.




WITNESSETH:



Whereas, Mr. Miciotto is an employee of Global Offshore and serves as Chief Financial Officer of
Global Offshore’s parent, Global Industries, Ltd. (hereinafter, together with its subsidiaries and
affiliates referred to as “the Company”) but desires to retire from the Company; and



Whereas, Mr. Miciotto and the Company entered into that certain Agreement dated June 9, 2005 (the
“Agreement”) whereby Mr. Miciotto agreed to continue his employment with the Company until the end
of the current year to assist with the transition after his retirement; and



Whereas, Mr. Miciotto and the Company now desire to amend the Agreement to continue Mr. Miciotto’s
employment with the Company from the end of the current year through December 31, 2006 as Sr. Vice
President and Financial Advisor to the President (“Financial Advisor”);



Now, therefore, in consideration of the above premises, the agreements and covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:





	 	1.	 	Paragraph 1 of the Agreement is hereby amended in its entirety to read as
follows:






Mr. Miciotto agrees to continue his employment with the Company as Financial
Advisor or in such other capacity as the Company shall direct with duties as
are appropriate to an executive officer or senior financial officer through
December 31, 2006. Except as provided in paragraph 3 of this Agreement, Mr.
Miciotto acknowledges and agrees that he will continue to devote his full
professional time, efforts, skills and attention to the affairs of the Company
on a full-time basis.




	 	2.	 	Paragraph 2 of the Agreement is hereby amended in its entirety to read as
follows:






Mr. Miciotto will be paid at his current annual base salary through December
31, 2006 in accordance with the Company’s past practice and policies and will
receive the following additional compensation upon satisfactory completion of
his employment through December 31, 2005, or if he is involuntarily separated
from the Company prior to December 31, 2005 by the Company other than “for
cause” (as defined in paragraph 3 hereof), then:




	 	A.	 	The Company will pay to Mr. Miciotto a lump
sum payment of $101,610. This amount shall be paid as soon as
administratively feasible, but in no event later than March 15, 2006.





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	 	B.	 	The Company will pay or reimburse 50% of
the cost of Execucare COBRA premiums for up to 18 months beginning
with the date Mr. Miciotto separates from the Company, but
conditioned upon Mr. Miciotto’s election of, and continued
eligibility for and participation in, COBRA coverage.
	 
	 	C.	 	In connection with any sale of his
residence for which the Company is obligated to reimburse realtor
commissions and closing costs, the Company will pay for or reimburse
Mr. Miciotto for the actual reasonable costs of shipment of his
household goods within a 500 mile radius of Lake Charles, Louisiana.






	 	3.	 	Paragraph 3 of the Agreement is hereby amended in its entirety to read as
follows:






If Mr. Miciotto voluntarily terminates his employment with the Company
prior to December 31, 2005, then, in lieu of the payments and benefits
that might otherwise become due pursuant to paragraph 2 or any plan or
policy of the Company, he will receive severance pay equal to $46,305.
Such amount shall be paid in a lump sum as soon as administratively
feasible after separation from the Company, but in no event later than
March 15, 2006. If Mr. Miciotto’s employment is terminated by the Company
“for cause” prior to December 31, 2005, then he shall not be entitled to
receive and the Company shall not be obligated to provide any of the
payments or benefits that might otherwise become due under paragraph 2
hereof or the first sentence of this paragraph 3.




If Mr. Miciotto voluntarily terminates his employment with the Company
after December 31, 2005 but prior to December 31, 2006 for “good reason”
or if the Company terminates Mr. Miciotto’s employment with the Company
after December 31, 2005 but prior to December 31, 2006 other than “for
cause”, then the Company agrees to pay monthly the full amount of his
current base salary through December 31, 2006; provided, that if Mr.
Miciotto terminates his employment for good reason, then Mr. Miciotto
agrees to be available through December 31, 2006 to render services to the
Company as a financial advisor or in such other capacity as the Company
shall direct with duties as are appropriate to an executive officer or
senior financial officer.




If Mr. Miciotto voluntarily terminates his employment with the Company
after December 31, 2005 but prior to December 31, 2006 other than for
“good reason” or if the Company terminates Mr. Miciotto’s employment with
the Company after December 31, 2005 but prior to December 31, 2006 “for
cause”, then Mr. Miciotto shall not be entitled to any further
compensation from and after the date Mr. Miciotto separates from the
Company.




For purposes of this Agreement “for cause” shall mean termination due to
willful misconduct, gross negligence, acts of dishonesty against the
Company or illegal acts related to his employment or the Company’s
business.




For purposes of this Agreement “good reason” shall mean termination due
to: (i) a material change in Mr. Miciotto’s duties as Financial Advisor;
or (ii) if the Company requires Mr. Miciotto to change his principal place
of employment by more than 50 miles from its current location in Carlyss,
Louisiana.




	 	4.	 	Except as expressly modified and amended herein, all terms and conditions of
the Agreement shall remain in full force and effect.





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EACH OF THE PARTIES ACKNOWLEDGE AND AGREE TO THE TERMS OF THIS AMENDMENT. THIS 15th DAY OF
NOVEMBER, 2005. UNLESS REVOKED PRIOR THERETO BY EITHER PARTY, THIS AMENDMENT SHALL BE EFFECTIVE AT
THE CLOSE OF BUSINESS ON NOVEMBER 23, 2005.




	 	 	 	 	 
	WITNESS:
	 	 	 	 
	 
	 	 	 	 
	 
	 	/s/ Timothy W. Miciotto
	 	 	 
	 	 	Timothy W. Miciotto
	 
	 	 	 	 
	WITNESS:
	 	 	 	 
	 
	 	 	 	 
	 

	 	BY:	 	/s/ Mike J. Buckley 
	 

	 	 	 	 
	 

	 	 	 	Mike J. Buckley
	 

	 	 	 	Sr. Vice President — Human Resources






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