Form of Cash Award Agreement


 Exhibit 10.1 

HELIX ENERGY SOLUTIONS GROUP, INC. 
 2009 LONG-TERM INCENTIVE CASH PLAN 
 PERFORMANCE AWARD AGREEMENT

  

			
	 Award Recipient:
	  	[NAME]
		
	 Target Award:
	  	 $ XXX,XXX

		
	 Award Term:
	  	Three years beginning on the Grant Date
		
	 Grant Date:
	  	January [ ], 201    

 The Compensation Committee (the “Committee”) of the Board of Directors of Helix
Energy Solutions Group, Inc., a Minnesota corporation (the “Company”), hereby awards to you, effective as of the Grant Date set forth above (the “Grant Date”), the opportunity to earn a long-term cash incentive award for the
Award Term set forth above (the “Award Term”) under the Company’s 2009 Long-Term Cash Incentive Plan, as amended from time to time (the “Plan”). 

1.    Grant of Award.    The Company hereby grants you a cash payment
opportunity (the “Award”) based upon the Target Award set forth above (the “Target Award”), on the terms and conditions hereinafter set forth. The Award is made pursuant to the terms of the Plan, which is incorporated herein by
reference and made a part of this Performance Award Agreement. Capitalized terms not otherwise defined herein shall have the same meaning assigned to such terms in the Plan. 

2.    Award Periods.    You shall receive an Award based upon the Target
Award in accordance with the following schedule, provided that your employment with the Company has not terminated prior to the applicable vesting date set forth below (each a “Vesting Date”): 

 

			
	 Vesting Date
	  	 Percentage of Target Award

Achieved

	 First Anniversary of Grant Date
	  	33% of Target Award
	 Second Anniversary of Grant Date
	  	Additional 33% of Target Award
	 Third Anniversary of Grant Date
	  	Additional 34% of Target Award
	 Occurrence of a Change in Control
	  	 100% of Target Award (less the
 percentage of Target Award
 previously achieved for each

Vesting Date occurring prior to
 the Change in Control)



  
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 3.    Amount of Award.    On
each Vesting Date, the Company shall make a cash payment to you in an amount equal to the product of the Target Award multiplied by the percentage of Target Award achieved based on the above table (the “Period Award”) and then multiplying
the Period Award by the quotient obtained by dividing the Average Price by $[note – this will be 115% of the average closing price for the last 20 trading days prior to the award] (the “Base Amount”). For purposes of this
Section 3, the Average Price shall be the average of the closing price of the Common Stock for the 20 trading days prior to the Vesting Date. Notwithstanding anything to the contrary in this Section 3, (i) in the event the Average
Price divided by the Base Amount is greater than 2.0, then the quotient shall be deemed to be 2.0 for purposes of determining the amount of the cash payment and (ii) in the event such quotient is less than 0.75, then the quotient shall be
deemed to be 0.0 and you will receive no cash payment. 
 4.    Termination of
Employment.    In the event that your employment with the Company terminates, then the portion of the Award with respect to which a Vesting Date has not yet occurred shall be deemed forfeited, shall automatically be canceled
and shall have no further force or effect. 
 5.    Tax
Withholding.    The Company shall deduct from any distributions under this Performance Award Agreement any federal, state, or local taxes required by law to be withheld with respect to the Award. 

6.    Governing Law.    This Performance Award Agreement shall be
construed, administered and governed in all respects under and by the applicable laws of the State of Texas, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation to the substantive law
of another jurisdiction. 
 7.    No Right to Awards or Continued
Employment.    Neither the Plan nor this Performance Award Agreement constitutes a contract of employment between you and the Company. Neither the Plan nor this Performance Award Agreement shall be held or construed as
giving you any right to be retained by the Company or any affiliate of the Company. 

  
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 8.    Non-Assignable and
Non-Transferable.    The Award may not be commuted, sold, assigned, pledged, attached, mortgaged, alienated or otherwise transferred or encumbered by you and any purported commutation, sale, assignment, pledge, attachment,
alienation, or encumbrance shall be void and unenforceable against the Company and its affiliates. 
  

			
	HELIX ENERGY SOLUTIONS GROUP, INC.
		
	By:	 	 
	Name:	 	Owen Kratz
	Title:	 	President and Chief Executive Officer


 Acknowledged and Agreed by Award Recipient: 
 AWARD RECIPIENT: 
  

			
	Signature:	 	 
		
	Printed Name:	 	 


  
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