exv10w1



 






Exhibit 10.1




[Global Industries, Ltd. Letterhead]




November 16, 2005




Mr. Peter Atkinson

11490 Westheimer, Suite 400

Houston, Texas 77077




Dear Peter:




     Global Industries, Ltd. (the “Company”) is pleased to offer you the additional position of
Chief Financial Officer. In order to induce you to accept the additional responsibilities with the
Company, this letter agreement (this “Agreement”) sets forth certain benefits that the Company
agrees will be provided to you.



     Nothing herein shall be construed to prevent either you or the Company from terminating your
employment at any time, for Cause (as defined below) or otherwise, subject only to the specific
payment and other provisions hereinafter provided for under certain circumstances.



     1. EMPLOYMENT. This confirms that you have advised the Company that, in consideration of,
among other things, the Company’s entering into this Agreement with you, you have agreed to take on
the additional title and responsibilities of Chief Financial Officer of the Company and it is your
present intention to remain in the employ of the Company. You will now hold the positions of
President and Chief Financial Officer. This Agreement shall commence on the date hereof and shall
continue until December 31, 2006; provided, however, that commencing on December 31, 2006 and each
December 31st thereafter, the term of this Agreement shall be extended automatically for one year
unless at least 30 days prior to such December 31st date, the Company shall have given written
notice to you that it does not wish to extend this Agreement beyond the then applicable expiration
date.



     2. DEFINITIONS. For purposes of this Agreement, the following terms have the meaning set
forth below:



     “Cause” shall mean termination due to an act or acts of dishonesty on your part
against the Company, willful misconduct or gross negligence in the performance of your duties, a
material breach of any corporate policy, a code of conduct or similar requirements adopted by the
Board of Directors of the Company and applicable to some or all of the Company’s executive
officers, or your conviction of a felony or any misdemeanor involving moral turpitude.



     “Date of Termination” shall mean the date on which your employment relationship with
the Company ends and shall be (a) if this Agreement is terminated for Disability, thirty (30) days
after Notice of Termination is given (provided that you shall not have returned to the
performance of your duties on a full-time basis during such thirty (30) day period); (b) if
your employment is terminated for Cause, the date on which a Notice of Termination is given; (c) if
your employment is terminated by you for Good Reason, the date specified in the Notice of



 









 







Termination; and (d) if your employment is terminated for any other reason, fifteen (15) calendar
days following the date on which a Notice of Termination is given.



     “Good Reason” shall mean:



     (a) the material diminution of the nature or scope of your duties, authorities, powers,
functions or responsibilities with the Company from those applicable to you immediately after the
effective date of this Agreement, or a material adverse change in your reporting responsibilities,
titles or offices as in effect immediately after the effective date of this Agreement (such offices
being President and Chief Financial Officer), or any removal of you from or any failure to re-elect
you to any of such positions, except in connection with the termination of your employment for
Cause, Disability or Retirement or as a result of your Good Reason and except that any such actions
taken in connection with and necessitated by the selection and hiring of a new Chief Executive
Officer or Chief Financial Officer after the date of this Agreement shall not constitute “Good
Reason” under this clause (a);



     (b) a reduction by the Company in your base salary for any calendar year below $375,000 except
in connection with and in a percentage not exceeding any salary reduction imposed on executive
officers of the Company generally or the failure by the Company to increase your base salary each
year by an amount which at least equals, on a percentage basis, the average percentage increase in
base salary for all officers of the Company for the year;



     (c) a failure by the Company to continue you as a participant on at least the same basis as
your current participation in any benefit or compensation plan, including any bonus or incentive
compensation plan or policy, retirement plans, life insurance, health, accident or disability plans
substantially on the basis you are participating on the effective date of this Agreement unless
such action is taken with respect to executive officers of the Company generally or is required by
law;



     (d) if the Company requires you to change your principal place of employment by more than 50
miles from its current location in Houston, Texas; or



     (e) the failure of the Company to obtain an assumption of this Agreement by any successor as
contemplated in paragraph 4 hereof; or



     “Notice of Termination” shall mean a written notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of your employment under the
provisions so indicated. With respect to termination by you for Good Reason, the Notice of
Termination shall state in detail the basis for your determination that you have Good Reason.



     “Retirement” shall mean termination of your employment with your consent in accordance
with the Company’s retirement policy, including early retirement, generally applicable to its
salaried employees or in accordance with any retirement arrangement established with your consent
with respect to you.



     “Disability” shall mean that, as a result of your incapacity due to physical or mental
illness, you shall have been absent from you duties with the Company or its subsidiary on a
full-



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time basis for a period of at least one year and within thirty (30) days after Notice of
Termination is given to you by the Company, you shall not have returned to the full-time
performance of your duties.




     3. COMPENSATION UPON TERMINATION OR DURING DISABILITY.



     If your employment by the Company or any subsidiary or successor thereto shall be terminated,
then the Company will, as additional compensation for services rendered to the Company (including
its subsidiaries) and as consideration for the non-competition agreement contained in Section 5,
pay to you the following amounts (subject to any applicable payroll or other taxes required to be
withheld and employee benefit premiums):



     (a) During any period that you fail to perform your duties as a result of incapacity due to
physical or mental illness, you shall continue to receive your full base salary and incentive
compensation at the rate then in effect until your employment is terminated due to Disability.
Thereafter, your benefits shall be determined in accordance with the Company’s long-term disability
plan, or a substitute plan then in effect. In the event of a termination due to physical or mental
illness, there shall be no acceleration under this Agreement of any outstanding stock options,
restricted stock or performance awards or other awards held by you.



     (b) If your employment shall be terminated by the Company for Cause or you shall terminate
your employment other than for Good Reason, the Company shall pay, to the extent not previously
paid, (i) your base salary and auto allowance at the rate then in effect through the Date of
Termination, plus (ii) a cash payment for the cumulative number of paid time off (“PTO”) days
earned since your employment with the Company, but not previously taken or paid for, at a rate per
day equal to your then daily base salary and the Company shall have no further obligations to you
under this Agreement or otherwise. In the event of any termination for Cause, there shall be no
acceleration under this Agreement of any outstanding stock options, restricted stock awards,
performance awards or any other awards or grants held by you under any plan or arrangement.



     (c) If the Company shall terminate your employment other than due to death, Disability,
Retirement or for Cause or if you shall terminate your employment for Good Reason, then the Company
shall pay to you in a lump sum, as soon as administratively practical but in no event later than
the 30th business day following the Date of Termination, the following amounts:




     (i) (A) your base salary plus auto allowance, to the extent not previously paid,
through the Date of Termination at the rate in effect at the time Notice of Termination is
given, plus (B) an amount equal to the incentive compensation received by you under the
Management Incentive Plan in the plan year immediately prior to the calendar year which
includes the Date of Termination times a fraction, the numerator of which is the number of
days elapsed in the calendar year to and including the Date of Termination and the
denominator of which is 365, plus (C) any incentive compensation under the Management
Incentive Plan for the plan year immediately prior to the calendar year that included the
Date of Termination to the extent such amount is earned (by the plan year having ended) but has not previously been paid, plus (D) a cash payment for the



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cumulative number of PTO days earned since your employment by the Company, but not
previously taken or paid for, at a rate per day equal to your then daily base salary;




     (ii) in lieu of any further salary payments to you for periods subsequent to the Date
of Termination, an amount equal to (A) 1.00 times (B) your annual salary plus annual auto
allowance for the calendar year in which the Notice of Termination occurs plus an amount
equal to the incentive compensation received by you under the Management Incentive Plan in
the plan year immediately prior to the calendar year in which the Date of Termination
occurs; and




     (iii) the Board of Directors of the Company, in its sole discretion, shall consider
whether to permit: (1) any stock options held by you to be accelerated and immediately
exercisable; and (2) unrestricted ownership of any restricted shares (excluding
performance-based shares) granted to you under a Company restricted stock, option or
incentive plan the lapse of forfeiture restrictions is based solely on the passage of time
to vest in you, as of the date of the Notice of Termination. All other terms provided for
in the option agreements and restricted stock agreements shall remain in effect and be
unchanged.



     (d) Unless you are terminated by the Company as a result of death, Retirement, Disability or
for Cause or you terminate your employment without Good Reason, the Company shall pay 50% of your
Execucare COBRA Health premiums for a period of eighteen (18) months from the Date of Termination,
provided, however, that such coverage shall terminate if and to the extent that you become eligible
to receive medical, dental or life insurance coverage from a subsequent employer (and any such
eligibility shall be promptly reported by you to the Company). Such health coverage shall also
apply to your dependents (including your spouse) who were covered under such benefits immediately
prior to your termination.



     (e) All payments under this Agreement will be subject to Internal Revenue Service regulations
and the Company may withhold from amounts payable under this Agreement such federal, state and
local taxes as shall be required to be withheld pursuant to any applicable laws or regulations and
all other normal employee deductions made with respect to Company employees generally.



     (f) If you are a party to an employment agreement or severance agreement with the Company
(including that certain agreement between you and the Company dated April 1, 2002), in the event of
any termination of your employment to which this Agreement would apply by its terms, you shall have
all of the benefits provided under either this Agreement or such other agreement, whichever one (in
its entirety) you choose, but not under both agreements, and when you have elected which agreement
shall apply, the other agreement shall be superseded in its entirety and shall be of no further
force or effect, and neither party shall have any obligation to the other thereunder.



     4. SUCCESSORS, BINDING AGREEMENT. The Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be



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required to perform it if no such
succession had taken place. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to
compensation from the Company in the same amount and on the same terms as you would be entitled
hereunder if you had terminated your employment after a change in control of the Company for Good
Reason, except that for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination. As used in this Agreement,
“Company” shall mean the Company as hereinbefore defined and any successor to its business and/or
assets as aforesaid which executes and delivers the agreement provided for in this paragraph 4 or
which otherwise becomes bound by all the terms and provisions of this Agreement by operation of
law. This Agreement shall inure to the benefit of and be enforceable by your personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
If you should die while any amount would still be payable to you hereunder if you had continued to
live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your devisee, legatee, or other designee or, if there be no such
designee, to your estate.



     5. NON-COMPETE. Further in consideration of any payments made under Section 3(c) hereof,
you agree that for a period of one year from the Date of Termination you will not engage in or
become associated with any Competitor with material operations in the geographic areas or markets
in which you were working with the Company at anytime within six months prior to the Date of
Termination. If you breach the provisions of this Section 5, you acknowledge and agree that the
Company’s remedy at law for any breach of your obligations under this Section 5 would be inadequate
and you agree and consent that temporary or permanent injunctive relief may be brought to enforce
this Section 5 without necessity of proof of actual damage or at the Company’s option you shall
forfeit all sums paid pursuant to this Agreement and you agree to pay an amount equal to the amount
previously paid to you pursuant to this Agreement to the Company within ten days of such breach.
For purposes of this Section 5: (i) “Competitor” means any business or endeavor pursuing for profit
business activities similar to or competitive with the business conducted by the Company including
by way of example and not limitation Horizon Offshore, McDermott International, Cal Dive
International, and Stolt Comex Seaway, and Willbros Group (ii) you shall be considered to have
“become associated with” a Competitor if you become directly or indirectly involved as an owner,
principal, employee, officer, director, independent contractor, stockholder, financial backer,
agent, partner, lender or in any other individual or representative capacity with any Competitor,
except that you may make and retain investments in not more than 5% of the equity of a Competitor
if such equity is listed on a national securities exchange or regularly traded in the
over-the-counter market. Should this provision be unenforceable in any jurisdiction because it is
too broad, as to time, geographic area or otherwise, this provision shall be deemed modified to the
extent necessary to be enforceable in such jurisdiction.



     6. NOTICE. Notices and all other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the respective addresses
set forth on the first page of this Agreement, provided that all notices to the Company shall be
directed to the attention of the Secretary of the Company, or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.



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     7. MISCELLANEOUS. No provisions of this Agreement may be modified, waived or discharged
unless such modification, waiver or discharge is agreed to in writing signed by you and the
Company’s Chief Executive Officer. No waiver by either party hereto at any time of any breach by
the other party hereto of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreements or representations, oral
or otherwise, express or implied, with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement. Except for the agreement
referenced in Section 3(g), this Agreement constitutes the entire agreement of the Parties with
respect to the subject matter hereof The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the State of Texas. The obligation to pay amounts
under this Agreement is an unfunded obligation of the Company (including its subsidiaries), and no
such obligation shall create a trust or be deemed to be secured by any pledge or encumbrance on any
property of the Company (including its subsidiaries).



     This Agreement shall not be deemed to constitute a contract of employment, nor shall any
provision hereof restrict the right of the Company (or its subsidiaries) to discharge you at will.



     8. VALIDITY. The invalidity or unenforceability of any one or more provisions of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.



     9. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the same instrument.



     10. ARBITRATION. Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in Houston, Texas in accordance with the
rules of the American Arbitration Association then in effect; provided that all arbitration
expenses shall be borne by the non-prevailing party. Judgment may be entered on the arbitrators’
award in any court having
jurisdiction; provided, however, that you shall be entitled to seek specific performance of your
right to be paid until the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.



     If this letter correctly sets forth our agreement on the subject matter hereof, kindly sign
and return to the Company the enclosed copy of this letter which will then constitute our agreement
on this subject.



	 	 	 	 	 
	 	Sincerely,



Global Industries, Ltd.

 	 
	 	By:  	/s/ William J. Dore’
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 
	AGREED TO THIS 15th DAY

OF NOVEMBER, 2005

	 

	 

	     /s/ Peter Atkinson

	 

	Peter Atkinson








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