GLOBAL INDUSTRIES LTD
EMPLOYMENT AGREEMENT - B. K. CHIN
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<TYPE>EX-10.1
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<FILENAME>h39774exv10w1.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT - B. K. CHIN
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.1</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Employment Agreement (this &#147;Agreement&#148;) is made and entered into by and between Global
Industries, Ltd., a Louisiana corporation (hereinafter referred to as the &#147;Employer&#148;), and B. K.
Chin, an individual currently residing in Houston, Texas (hereinafter referred to as the
&#147;Executive&#148;), effective as of September 18, 2006 (the &#147;Effective Date&#148;).
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B><U>W</U> <U>I</U> <U>T</U> <U>N</U> <U>E</U> <U>S</U> <U>S</U> <U>E</U> <U>T</U> <U>H</U>:</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, attendant to the Executive&#146;s employment by the Employer, the Employer and the
Executive wish for there to be a complete understanding and agreement between the Employer and the
Executive with respect to, among other terms, the Executive&#146;s duties and responsibilities to the
Employer; the compensation and benefits owed to the Executive; and the term of the Executive&#146;s
employment under this Agreement; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Employer considers the establishment and maintenance of a sound and vital
management to be essential to protecting and enhancing its best interests and the best interests of
its stockholders;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Employer and the Executive agree as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;1. Employment.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <I>Employment; Position</I>. Commencing on the Commencement Date (as defined in Section&nbsp;4) and
continuing for the period of time set forth in Section&nbsp;4, the Employer agrees to employ the
Executive and the Executive agrees to accept employment by the Employer and to serve the Employer
in an executive capacity as its Chief Executive Officer on the terms and subject to the conditions
stated in this Agreement. The Executive will report directly to the Board of Directors of the
Employer (the &#147;Board&#148;). The powers, duties and responsibilities of the Executive as Chief
Executive Officer include those duties that are the usual and customary powers, duties and
responsibilities of such office in a publicly-traded company in the United States, including
(subject in each case to the control of the Board) (i)&nbsp;general executive control and management of
the properties, business, employees and operations of the Employer; (ii)&nbsp;authority to agree upon
and execute leases, contracts, evidences of indebtedness and other obligations in the name of the
Employer within the limitations provided by the Board; (iii)&nbsp;having senior management of the
Employer report to the Executive; (iv)&nbsp;those powers, duties and responsibilities specified in the
Employer&#146;s bylaws; and (v)&nbsp;such other and further duties appropriate to such position as may from
time to time be assigned to the Executive by the Board or by any committee of the Board authorized
to make such assignments. Executive shall be appointed to the Board by the current directors of
the Employer effective as of the Commencement Date and the Executive will serve (subject to annual
re-election by the stockholders) in such capacity without additional compensation. The Employer
agrees to nominate the Executive for election at each annual meeting of stockholders during the
term of this Agreement. The Executive also will serve, without additional compensation (except to
the</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">extent otherwise provided by the Board), as an officer and/or director of any subsidiary or
affiliate of the Employer.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>Location. </I>The Executive shall be assigned to and work from the Employer&#146;s office in the
Houston, Texas metropolitan area.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <I>Other Interests</I>. While employed hereunder, the Executive will devote his full time,
efforts, energy and skills to, and his best efforts for, the benefit of and to the affairs of the
Employer in order that he may faithfully perform his duties and obligations. The preceding
sentence will not, however, be deemed to restrict the Executive from engaging in passive personal
investments provided that such activities are reasonable in scope and time commitment and not
otherwise in violation of this Agreement. The Executive may serve on the board of directors or
trustees of professional and charitable organizations and other business entities not affiliated
with the Employer, provided that such activities are reasonable in scope and time commitment and
with the prior written disclosure to, and consent of, the Board or an authorized committee thereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;2. Compensation and Benefits.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <I>Base Salary</I>. The Employer will pay to the Executive beginning on the Commencement Date
and throughout the term of this Agreement, a base salary at the rate of at least $650,000 per annum
(such base salary, if and as increased by the Compensation Committee or other authorized committee
of the Board, is referred to herein as the &#147;Base Salary&#148;). The Compensation Committee or other
authorized committee of the Board will review the Base Salary each calendar year commencing in 2007
during the term of this Agreement and may increase but not decrease the Base Salary. The Base
Salary will be paid to the Executive in installments every two weeks or on such other schedule as
the Employer may establish from time to time for payment of salary to its executives.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>Bonuses</I>. The Employer will pay to the Executive a one-time sign-on bonus in the amount of
$500,000 in cash within 30&nbsp;days following the Commencement Date and a year-end bonus of $300,000
prior to January&nbsp;1, 2007. The Executive will be granted an award for 2006 under the Employer&#146;s
Management Incentive Plan with an incentive opportunity equal to between 37.5% of his initial Base
Salary (pro-rated for the portion of 2006 during which the Executive is an employee of the Employer
(i.e., the period after the Commencement Date)) at the &#147;threshold&#148; level of performance (as such
term is used under the Management Incentive Plan), 75% of his initial Base Salary (pro-rated for
the portion of 2006 during which the Executive is an employee of the Employer (i.e., the period
after the Commencement Date)) at the &#147;target&#148; level of performance (as such term is used under the
Management Incentive Plan) and 150% of his initial Base Salary (pro-rated for the portion of 2006
during which the Executive is an employee of the Employer (i.e., the period after the Commencement
Date)) at the &#147;maximum level&#148; of performance (as such term is used under the Management Incentive
Plan). The terms of the Executive&#146;s 2006 award under the Management Incentive Plan shall otherwise
be in accordance with the terms of the Management Incentive Plan and substantially similar to (for
the avoidance of doubt, based upon the same performance criteria, performance goals and relative
weighting of such criteria) the 2006 awards there under to other executive officers. The Executive
shall participate in the Employer&#146;s current Management Incentive Plan (or any subsequent cash bonus
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">plan) in future years in accordance with the terms of such plan and as determined by the Board or
an authorized committee thereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <I>Equity Compensation Grants</I>. Effective on the Commencement Date, the Executive will be
granted options (the &#147;Initial Option Grant&#148;) to purchase 100,000 shares of the Employer&#146;s common
stock, $.01 par value (&#147;Common Stock&#148;) pursuant to the Employer&#146;s 2005 Stock Incentive Plan (the
&#147;Share Incentive Plan&#148;). The purchase price for each share of Common Stock subject to the Initial
Option Grant shall be equal to 100% of the Fair Market Value (as such term is defined in the Share
Incentive Plan) of a share of Common Stock on the effective date of the grant which shall be the
Commencement Date. Subject to the terms of the Share Incentive Plan and the option agreement
evidencing the Initial Option Grant, the Initial Option Grant shall (i)&nbsp;have a term of 10&nbsp;years
(which term shall begin on the Commencement Date) and (ii)&nbsp;vest and become exercisable (subject to
acceleration in certain cases) with respect to one-third of the options included in such grant on
each of the first three anniversaries of the Commencement Date. All other terms of the Initial
Option Grant shall be as provided in the Share Incentive Plan and the form of option agreement
attached hereto as Exhibit&nbsp;A. On the Commencement Date, the Executive also will be awarded two
restricted stock awards pursuant to the Share Incentive Plan: (1)&nbsp;100,000 restricted shares of
Common Stock the forfeiture restriction on which shall lapse (subject to acceleration in certain
cases) with respect to one-third of such shares on each of the first three anniversaries of the
Commencement Date (the &#147;Time Based Stock Grant&#148;) and (2)&nbsp;20,000 restricted shares of Common Stock
the forfeiture restrictions on which shall lapse (subject to acceleration in certain cases) with
respect to such shares on the second anniversary of the Commencement Date based upon the Board&#146;s
determination that certain key management goals agreed upon and set mutually by the Board and the
Executive within 30&nbsp;days after the Commencement Date have been met (the &#147;Performance Based Stock
Grant&#148;). All other terms of the Time Based Stock Grant and the Performance Based Stock Grant shall
be as provided in the Share Incentive Plan and the forms of restricted stock award agreements
attached hereto as Exhibits B and C, respectively. The Executive shall be entitled to receive
stock options and other equity based awards in the future under the Employer&#146;s equity plans
(including as part of the January&nbsp;2007 award exercise) in amounts and under terms set from time to
time in the discretion of the Board or an authorized committee thereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <I>Perquisites</I>. During his employment hereunder, the Executive shall be afforded the
following benefits as incidences of his employment:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <I>Vacation</I>. The Executive will be entitled to 30 work days of &#147;Paid Time Off&#148; (as
defined in the Employer&#146;s PTO policy) each calendar year (subject to pro-ration for any
partial calendar year). The ability to carry over earned &#147;Paid Time Off&#148; from one year to
the next or to receive payment in lieu of such &#147;Paid Time Off&#148; shall be in accordance with
the Employer&#146;s PTO policy applicable to executives generally and in effect from time to
time.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) <I>Business and Entertainment Expenses</I>. The Executive will be reimbursed in
accordance with the Employer&#146;s normal expense reimbursement policy and procedures for all of
the actual, reasonable and appropriate expenses incurred by him in the performance of his
services and duties to the Employer hereunder, including travel and entertainment expenses.
The Executive will furnish the Employer with invoices and
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">vouchers reflecting amounts for
which the Executive seeks the Employer&#146;s reimbursement in accordance with the Employer&#146;s
reimbursement policies and procedures in effect from time to time.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) <I>Health Insurance and Other Benefits</I>. The Executive will be allowed to
participate in all insurance and retirement or savings plans (at a level appropriate to his
position) and other benefit plans or programs as may be in effect from time to time for the
executive officers of the Employer including those related to savings and thrift,
retirement, employee stock purchase, nonqualified deferred compensation, welfare, medical,
dental, disability, salary continuance, accidental death or life insurance, and membership
in business and professional organizations. Further, the Executive&#146;s spouse, dependents and
beneficiaries will be allowed to participate in such plans and programs to the extent
permitted under such plans and programs respective terms. The Employer shall not, however,
by reason of this paragraph be obligated to institute, maintain, or refrain from changing,
amending, or discontinuing, any such benefit plan or program, so long as such changes are
applicable to executive officers generally.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) <I>Club Membership</I>. The Executive will be reimbursed for the initiation fees and
cost of joining one recreational, social, sports or country club in the Houston, Texas
metropolitan area to be mutually agreed between the Executive and the Board and will be
reimbursed for dues related to such club in accordance with the Employer&#146;s policy applicable
to executive officers and in effect from time to time.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) <I>Automobile</I>. The Executive will be provided a monthly vehicle allowance in
accordance with the Employer&#146;s automobile policy applicable to executive officers and in
effect from time to time.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) <I>Indemnification Agreement/D&#038;O Insurance</I>. The Executive will receive
indemnification from the Employer for claims arising as a result of actions taken as officer
or director as provided in the Employer&#146;s bylaws and be provided coverage to the extent
maintained under the Employer&#146;s D&#038;O insurance. On or before the Commencement Date, the
Employer will execute and deliver to the Executive the form of Indemnification Agreement
attached hereto as Exhibit&nbsp;D.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <I>Withholding Taxes and Benefit Payments</I>. All salary, bonus and other payments made or
benefits provided by the Employer to the Executive pursuant to this Agreement will be subject to
(i)&nbsp;such payroll and withholding deductions as may be required by applicable law and (ii)&nbsp;other
deductions applied generally for insurance and other employee benefit plans in which the Executive
participates.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;3. Fiduciary Duty; Confidentiality.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <I>Fiduciary Duty</I>. The Executive agrees and acknowledges that he owes fiduciary duties,
including duties of loyalty and due care, that require him to act at all times in the course of his
employment in the best interests of the Employer and to do no act knowingly which would injure the
Employer&#146;s business, its interests or its reputation. In keeping with such duties, the Executive
shall make full disclosure to the Employer of all business opportunities

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">pertaining to the
Employer&#146;s business and shall not appropriate for the Executive&#146;s own benefit business
opportunities concerning the Employer&#146;s business.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>Avoidance of Conflicts of Interest</I>. In keeping with the Executive&#146;s fiduciary duties to
the Employer, the Executive agrees that he will not knowingly take any action that would create a
conflict of interest with the Employer, or upon discovery thereof, allow such a conflict to
continue. In the event that the Executive discovers that such a conflict exists or may exist, the
Executive agrees that he will disclose to the Board any facts or circumstances which might involve
a conflict of interest that has not been previously approved by the Board.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <I>Intellectual Property and Proprietary Information</I>. The Executive acknowledges that the
Employer will disclose to the Executive, or place the Executive in a position to have access to or
develop trade secrets and proprietary information of the Employer or its affiliates, and shall
entrust the Executive with business opportunities of the Employer or its affiliates, and shall
place the Executive in a position to develop business goodwill on behalf of the Employer or its
affiliates. All information, ideas, concepts, improvements, discoveries, and inventions, whether
patentable or not, which are conceived, made, developed, or acquired by the Executive, individually
or in conjunction with others, during the Executive&#146;s employment by the Employer (whether during
business hours or otherwise and whether on the Employer&#146;s premises or otherwise) which relate to
the Employer&#146;s business, products, or services (including all such information relating to
corporate opportunities, research, financial and sales data, pricing terms, evaluations, opinions,
interpretations, acquisition prospects, the identity of customers or their requirements, the
identity of key contacts within the customer&#146;s organizations, or marketing and merchandising
techniques) are and shall be the sole and exclusive property of the Employer and shall be disclosed
to the Employer. Moreover, all documents, drawings, memoranda, notes, records, files,
correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic
databases, maps, and all other writings or materials of any type (&#147;Documents&#148;) embodying any of
such information, ideas, concepts, improvements, discoveries, and inventions are and shall be the
sole and exclusive property of the Employer. If, during the Executive&#146;s employment by the
Employer, the Executive creates any work of authorship fixed in any tangible medium of expression
which is the subject matter of copyright (such as videotapes, written presentations, computer
programs, E-mail, voice mail, electronic databases, drawings, maps, architectural renditions,
models, manuals, brochures, or the like) relating to the Employer&#146;s business, products, or
services, whether such work is created solely by the Executive or jointly with others (whether
during business hours or otherwise and whether on the Employer&#146;s premises or otherwise), the
Employer shall be deemed the author of such work if the work is prepared by the Executive in the
scope of the Executive&#146;s employment; or, if the work is not prepared by the Executive within the
scope of the Executive&#146;s employment but is specially ordered by the Employer, then the work shall
be considered to be work made for hire and the Employer shall be the author of the work. If such
work is neither prepared by the Executive within the scope of the Executive&#146;s employment nor a work
specially ordered that is deemed to be a work made for hire, then the Executive hereby agrees to
assign, and by these presents does assign, to the Employer all of Executive&#146;s worldwide right,
title, and interest in and to such work and all rights of copyright therein. Both during the
period of the Executive&#146;s employment by the Employer and thereafter (in the latter case, subject to
reimbursement of all reasonable expenses incurred in doing so), the Executive shall assist the
Employer and its nominees, at any time, in the protection of the Employer&#146;s worldwide right, title,
and interest in and to information, ideas,
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">concepts, improvements, discoveries, and inventions, and
its copyrighted works, including the execution of all formal assignment documents requested by the
Employer or its nominees and the execution of all lawful oaths and applications for patents and
registration of copyright in the United States and foreign countries.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <I>Nondisclosure</I>. The Executive agrees to protect and safeguard the Employer&#146;s and its
affiliates&#146; information, trade secrets, ideas, concepts, improvements, discoveries and inventions,
and any proprietary, confidential and other information relating to the Employer or its affiliates
or its or their business (collectively, &#147;Confidential Information&#148;) and, except as may be required
by the Employer, the Executive will not, either during his employment by the Employer or
thereafter, directly or indirectly, use for his own benefit or for the benefit of another, or
disclose to another, any Confidential Information, except (i)&nbsp;with the prior written consent of the
Employer; (ii)&nbsp;in the course of the proper performance of the Executive&#146;s duties under this
Agreement; (iii)&nbsp;for information that becomes generally available to the public other than as a
result of the unauthorized disclosure by the Executive; (iv)&nbsp;for information that becomes available
to the Executive on a non-confidential basis from a source other than the Employer or its
affiliates who is not bound by a duty of confidentiality to the Employer; or (v)&nbsp;as may be required
by any applicable law, rule, regulation or order. As a result of the Executive&#146;s employment by the
Employer, the Executive may from time to time have access to, or knowledge of, confidential
business information or trade secrets of third parties, such as customers, suppliers, partners and
joint venturers of the Employer and its affiliates. The Executive agrees to preserve and protect
the confidentiality of such third party confidential information and trade secrets to the same
extent, and on the same basis, as the Employer&#146;s Confidential Information.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <I>Return of Intellectual Property and Employer Information</I>. Upon termination of his
employment with the Employer for any reason, the Executive will immediately deliver to the Employer
all property of the Employer or any of its affiliates including all Documents in the Executive&#146;s
possession or under his control (including all copies thereof) which embody any of the intellectual
property and proprietary information described in Section 3(c) or any Confidential Information.
All payments and benefits due or to be paid to the Executive shall be contingent upon the Executive
complying with this Section 3(e) and providing a written certification to the Employer to that
effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <I>Non-disparagement</I>. The Executive shall refrain, both during his employment and
thereafter, from making any disparaging oral or written statements about the Employer, any of its
affiliates or any of such entities&#146; directors, executive officers or employees provided that this
provision shall not restrict the Executive&#146;s ability to review other employees&#146; performance while
he is employed by the Employer, to provide information in connection with any internal
investigation by the Board, the Employer or its internal auditors, or to respond to inquiries from
governmental entities. The Employer shall refrain, and shall use its reasonable efforts to cause
its directors and officers to refrain, both during the Executive&#146;s employment and thereafter, from
making publicly any disparaging oral or written statements about the Executive, provided that this
sentence shall not restrict the ability of the Board, the Employer or its employees or internal
auditors to conduct reviews of the Executive&#146;s performance, to provide information in connection
with any internal investigation or to respond to inquiries for references or from governmental
entities.
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;4. Term.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless sooner terminated pursuant to other provisions hereof, the Employer agrees to employ
the Executive under this Agreement for the period beginning on the first day that the Executive
actually commences his employment with the Employer (the &#147;Commencement Date&#148;) which shall occur on
or prior to October&nbsp;16, 2006 and ending on the third anniversary of the Commencement Date;
provided, however, that beginning on the day prior to the third anniversary of the Commencement
Date, the term of employment under this Agreement shall be extended automatically on such date and
on the day prior to each subsequent anniversary date of the Commencement Date (each an &#147;Annual
Renewal Date&#148;) for an additional one-year period; and provided, further, however, that if, at any
time 60&nbsp;days prior to any such Annual Renewal Date, either party shall give written notice to the
other that no such automatic extension shall occur, then this Agreement shall not be extended or
further extended. Notwithstanding the foregoing, upon the occurrence of a Change in Control (as
defined in Section 6(g) hereof) during the term of this Agreement, including any extensions
thereof, this Agreement shall automatically be extended until the end of the Effective Period (as
defined in Section 6(d) hereof).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;5. Termination of Employment.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <I>Employer&#146;s Right to Terminate</I>. Notwithstanding the provisions of Section&nbsp;4, the Employer
shall have the right to terminate the Executive&#146;s employment:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) upon the Executive&#146;s death;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) upon the Executive becoming incapacitated by accident, sickness or other
circumstances which renders him mentally or physically incapable of performing the duties
and services required of him hereunder with reasonable accommodation on a full-time basis
for a period of at least 120&nbsp;days during any 180&nbsp;day period;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) for &#147;Cause,&#148; which for purposes of this Agreement shall mean the Executive (A)
has engaged in gross negligence or willful misconduct which causes or could reasonably be
expected to be materially injurious to the Employer or any of its affiliates, (B)&nbsp;has
willfully refused without proper legal reason to perform the duties and responsibilities
assigned to him by the Board (other than as a result of Disability) and such refusal
continues for 5 business days after written demand to the Executive for performance
(specifying the manner in which the Executive has willfully failed to perform) from the
Employer, (C)&nbsp;has materially breached any provision of this Agreement or any corporate
policy, including substance abuse policies, ethics policies or any code of conduct
maintained and established by the Employer in writing that is applicable to the Employer&#146;s
executives and such breach is incapable of being cured or remains uncured by the Executive
for 5 business days after written notice to the Executive of the breach, (D)&nbsp;has willfully
engaged in conduct that he knows or should have known is materially injurious to the
Employer or any of its affiliates, including fraud or misappropriation, or (E)&nbsp;has been
convicted of a misdemeanor involving moral turpitude (which shall not in any event include
any offense involving operation of a motor vehicle) or a felony; provided that no act or
failure to act by the Executive shall be considered &#147;willful&#148; unless done or omitted to be
done by him without a reasonable belief
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">that his action or omission was in or not opposed to
the best interest of the Employer; and provided, further that the Executive shall not be
deemed to have been terminated for Cause pursuant to clauses (A)&nbsp;through (D)&nbsp;of this Section
5(a)(iii) unless and until there shall have been a duly adopted resolution by a vote of a
majority of the entire Board (for purposes of determining the number of directors that
constitute a majority of the entire Board, the term &#147;entire Board&#148; shall mean the number of
directors then serving on the Board excluding the Executive and any directors who do not
participate in the meeting or abstain from voting, in either case due to a conflict of
interest) at a meeting of the Board called and held (after 5 business days notice to the
Executive) at which the Executive and his counsel are provided an opportunity to be heard
before the Board a resolution that termination for Cause is warranted; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) for any other reason whatsoever in the sole discretion of the Board at any time
after the expiration of 90&nbsp;days following the Commencement Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>Executive&#146;s Right to Terminate</I>. Notwithstanding the provisions of Section&nbsp;4, the
Executive shall have the right to terminate his employment:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) upon a material breach by the Employer of any of its compensation obligations under
this Agreement which, if correctable, remains uncorrected for 30&nbsp;days following receipt by
the Board of written notice of such breach from the Executive specifying the claimed breach;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) upon a reduction in the Executive&#146;s title, a material change in Executive&#146;s
reporting responsibilities or duties, or a material diminution in the nature or scope of the
Executive&#146;s position or authority, in each case from that set forth in Section 1(a) of this
Agreement, which in any case remains uncorrected for 30&nbsp;days following receipt by the Board
of written notice of such reduction, change or diminution from the Executive specifying the
claimed reduction, change or diminution;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
upon a breach of Section&nbsp;3 of that certain agreement dated
September 18, 2006
between the Employer and William J. Dor&#233; (the &#147;Consulting Agreement&#148;) by the consultant
there under which occurs prior to June&nbsp;1, 2007 and remains uncorrected either by action of
the consultant there under or by the Board for 30&nbsp;days following receipt by the Board of
written notice from the Executive of his intention to terminate his employment pursuant to
this Section&nbsp;5(b)(iii); or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) for any other reason whatsoever, in the sole discretion of the Executive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <I>Notice of Termination</I>. If the Employer or the Executive desires to terminate the
Executive&#146;s employment hereunder at any time prior to expiration of the term of employment provided
in Section&nbsp;4, it or he shall do so by giving written notice to the other party that it or he has
elected to terminate the Executive&#146;s employment hereunder and stating the Date of Termination (as
defined herein) and reason for such termination, provided that no such action shall alter or amend
any other provisions hereof or rights arising hereunder, including the provisions of Section&nbsp;3 and
11 hereof. If such notice is being provided by the Employer it shall
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">also state that the Executive
is required to return all property of the Employer and its affiliates in the Executive&#146;s possession
or control and to whom or where such property is to be delivered. Such notice shall also, to the
extent material to any right or obligation hereunder, constitute notice under Section&nbsp;4 of the
discontinuance of any further automatic extensions of the term of this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <I>Date of Termination</I>. As used in this Agreement, &#147;Date of Termination&#148; means:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) if the Executive&#146;s employment with the Employer is terminated by the Employer for
Disability, the tenth day after Notice of Termination is received by the Executive or any
later date specified therein, provided that prior to such tenth day the Executive shall not
have returned to full-time performance of the Executive&#146;s duties;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) if the Executive&#146;s employment with the Employer is terminated as a result of the
Executive&#146;s death, the date of the Executive&#146;s death;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) if the Executive&#146;s employment with the Employer is terminated by the Employer for
Cause or for reasons other than the Executive&#146;s death or disability, the date specified in
the Notice of Termination, provided that the Employer may, in its discretion, provide a
conditional Notice of Termination which conditions the Executive&#146;s continued employment upon
such considerations or requirements as may be reasonable under the circumstances and place a
reasonable limitation upon the time within which the Executive will comply with such
considerations or requirements;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) if the Executive&#146;s employment with the Employer is terminated by the Executive for
any reason other than the Executive&#146;s death, the thirtieth day after the date of receipt by
the Employer of the Notice of Termination unless the Employer agrees to a shorter period; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) if the Executive&#146;s employment with the Employer is terminated upon expiration of
the term provided in Section&nbsp;4 hereof (including the expiration of any automatically
extended term), the date of such expiration.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;6. Effect of Termination.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <I>By Expiration</I>. If the Executive&#146;s employment hereunder shall terminate upon expiration of
the term provided in Section&nbsp;4 hereof (including the expiration of any automatically extended
term), then all obligations of the Employer and the Executive under Sections&nbsp;1 and 2 will terminate
contemporaneously with termination of his employment, and the Employer will pay or provide to the
Executive only (i)&nbsp;the Executive&#146;s Base Salary through the Date of Termination; (ii)&nbsp;any incentive
compensation due the Executive if, under the terms of the relevant incentive compensation
arrangement, such incentive compensation was due and payable to the Executive on or before the Date
of Termination; (iii)&nbsp;those benefits that are provided by retirement and benefit plans and programs
adopted and approved by the Employer for the Executive that are earned and vested by the Date of
Termination; (iv)&nbsp;any rights the Executive or his heirs, survivors, beneficiaries or administrators
may have under any grants of options to purchase the Employer&#146;s Common Stock or under any awards of
restricted stock or other equity-

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">based awards; and (v)&nbsp;medical and similar employee welfare
benefits the continuation of which is required by applicable law or as provided by the applicable
benefit plan (together, the benefits and payments described in clause (i)&nbsp;through (v)&nbsp;are herein
referred to as the &#147;Earned Benefits&#148;). If the election to not extend the term of this Agreement is
made by the Employer other than for reasons set forth in Section&nbsp;5(a)(i), (ii)&nbsp;or (iii), then after
the Date of Termination the Employer shall also pay or provide to the Executive (A)&nbsp;an aggregate
amount equal to two times (x)&nbsp;the Executive&#146;s Base Salary at the annual rate in effect immediately
before the Date of Termination plus (y)&nbsp;the Executive&#146;s annual cash bonus at the target performance
level for the year in which the Date of Termination occurs (such amount in this clause (A)&nbsp;to be
paid in twenty-four equal installments, each installment to be paid on or before the fifteenth day
of each calendar month beginning with the first calendar month after the Date of Termination), (B)
each option to acquire Common Stock held by the Executive immediately prior to the Date of
Termination that would vest solely due to the passage of time within 365&nbsp;days after such date as
well as the Initial Option Grant shall become fully exercisable as of the Date of Termination in
each case regardless of whether the time-vesting conditions set forth in the relevant stock option
agreement have been satisfied and each such option and all other options that by their terms become
exercisable during the 365&nbsp;days after the Date of Termination shall remain exercisable until the
later of the first anniversary of the Date of Termination and the date such option would otherwise
cease to be exercisable, and (C)&nbsp;all forfeiture restrictions on any restricted Common Stock held by
the Executive immediately prior to the Date of Termination that would lapse based solely on the
passage of time within 365&nbsp;days after such Date of Termination as well as on the Time Based Stock
Grant and the Performance Based Stock Grant shall lapse as of the Date of Termination and such
shares shall be freely transferable (subject to applicable securities laws), in each case
regardless of whether the time based conditions set forth in the relevant restricted stock
agreements have been satisfied.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>By the Employer</I>. If the Executive&#146;s employment hereunder is terminated by the Employer
pursuant to Section&nbsp;5(a)(i), (ii)&nbsp;or (iii), then all obligations of the Employer and the Executive
under Sections&nbsp;1 and 2 will terminate as of the Date of Termination, and the Employer will pay or
provide to the Executive only the Earned Benefits. If the Executive&#146;s employment hereunder is
terminated by the Employer other than pursuant to Section&nbsp;5(a)(i), (ii)&nbsp;or (iii), then the
obligations of the Employer and the Executive under Sections&nbsp;1 and 2 will terminate as of the Date
of Termination, and the Employer will pay or provide to the Executive only the following:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) the Earned Benefits;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) an aggregate amount (the &#147;Severance Payment&#148;) equal to (A)&nbsp;the greater of (x)&nbsp;two
and (y)&nbsp;the number of full or partial calendar months remaining in the term of this
Agreement as of the Date of Termination divided by twelve, multiplied by (B)&nbsp;the Executive&#146;s
Base Salary at the annual rate in effect immediately before the Date of Termination plus the
Executive&#146;s annual cash bonus at the target performance level for the year in which the Date
of Termination occurs; such Severance Payment will be paid to the Executive in twenty-four
equal installments, each installment to be paid on or before the fifteenth day of each
calendar month during the two-year period following the Date of Termination;
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) if immediately prior to the Date of Termination the Executive (and, if
applicable, his spouse or dependents) was covered under the Employer&#146;s group health plan in
effect at such time, and provided that the Executive has timely elected under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (&#147;COBRA&#148;) to continue the
medical benefits under such plan, reimbursement monthly of (x)&nbsp;the amount of the COBRA
premium paid by the Executive less (y)&nbsp;the monthly cost or expense payable by the Executive
for medical benefits immediately prior to the Date of Termination and the Employer further
agrees to continue the Executive&#146;s and his covered dependent&#146;s (if applicable) eligibility
for medical benefits under the Employer&#146;s group health plan as in effect from time to time
after the COBRA coverage expires and until the second anniversary of the Date of Termination
provided that the Executive continues to pay to the Employer monthly the amount specified in
clause (y); and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) (A)&nbsp;each option to acquire Common Stock held by the Executive immediately prior to
the Date of Termination that would vest solely due to the passage of time within 365&nbsp;days
after such date as well as the Initial Option Grant shall become fully exercisable as of the
Date of Termination in each case regardless of whether the time-vesting conditions set forth
in the relevant stock option agreement have been satisfied and each such option and all
other options that by their terms become exercisable during the 365&nbsp;days after the Date of
Termination shall remain exercisable until the later of the first anniversary of the Date of
Termination and the date such option would otherwise cease to be exercisable, and (B)&nbsp;all
forfeiture restrictions on any restricted Common Stock held by the Executive immediately
prior to the Date of Termination that would lapse based solely on the passage of time within
365&nbsp;days after such Date of Termination as well as on the Time Based Stock Grant and the
Performance Based Stock Grant shall lapse as of the Date of Termination and such shares
shall be freely transferable (subject to applicable securities laws), in each case
regardless of whether the time based conditions set forth in the relevant restricted stock
agreements have been satisfied.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">All benefits and payments under clause (iii)&nbsp;hereof shall cease if and to the extent that the
Executive becomes eligible to receive medical benefits from a subsequent employer (and any such
eligibility shall be promptly reported by the Executive to the Employer). As a condition to making
the payments and providing the benefits specified in this Section&nbsp;6(b), the Executive will execute
a release reasonably satisfactory to the Employer of all claims the Executive may have against the
Employer at the time of the Executive&#146;s termination and shall be and remain in compliance with the
provisions of Section&nbsp;3 and 11 hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <I>By the Executive</I>. If the Executive&#146;s employment hereunder with the Employer is terminated
by the Executive pursuant to Section&nbsp;5(b)(i), (ii)&nbsp;or (iii)&nbsp;within 45&nbsp;days of the event which
provides the Executive with a termination right under such provisions, then all obligations of the
Employer and the Executive under Sections&nbsp;1 and 2 will terminate as of the Date of Termination, and
the Employer will pay or provide to the Executive the payments and benefits described in clause (i)
through (iv)&nbsp;of the second sentence of Section&nbsp;6(b). If the Executive&#146;s employment hereunder with
the Employer is terminated by the Executive for any reason other than as described in Section
5(b)(i), (ii)&nbsp;or (iii), then all obligations of the Employer and the Executive under Sections&nbsp;1 and
2 will terminate as of the Date of Termination and the Employer will pay or provide to the
Executive only the Earned Benefits. All benefits and

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">payments required to be paid or provided
under this Section 6(c) of the type described in Section&nbsp;6(b)(iii) shall cease if and to the extent
that the Executive becomes eligible to receive medical benefits from a subsequent employer (and any
such eligibility shall be promptly reported by the Executive to the Employer). As a condition to
making the payments and providing the benefits specified in this Section&nbsp;6(c), the Executive will
execute a release reasonably satisfactory to the Employer of all claims the Executive may have
against the Employer at the time of the Executive&#146;s termination and shall be and remain in
compliance with the provisions of Section&nbsp;3 and 11 hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<I>After Change in Control</I>. (i)&nbsp;If a Change in Control (as defined in Section 6(g) hereof)
shall have occurred prior to the third anniversary of the Commencement Date and the Executive&#146;s
employment with the Employer is terminated within two years after such Change in Control shall have
occurred (the &#147;Effective Period&#148;) (x)&nbsp;by the Employer other than pursuant to Section&nbsp;5(a)(i), (ii)
or (iii), or (y)&nbsp;by the Executive for Good Reason (as defined in Section&nbsp;6(g)) hereof, then the
obligations of the Employer and the Executive under Sections&nbsp;1 and 2 will terminate as of the Date
of Termination, neither Section 6(b) or (c)&nbsp;above will apply, and the Employer will pay or provide
to the Executive only the following:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) as soon as practicable, but in no event later than the fifth business day
after the Date of Termination with respect to any cash payments, the Earned Benefits
(excluding any incentive compensation provided for in clause (ii)&nbsp;of the definition
of Earned Benefits), plus an amount equal to the highest annual cash bonus received
for any one of the three fiscal years immediately prior to the fiscal year which
includes the Date of Termination multiplied by a fraction, the numerator of which is
the number of days elapsed in the fiscal year to and including the Date of
Termination and the denominator of which is 365; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) as soon as practicable, but in no event later than the fifth business day
after the Date of Termination, a lump sum cash payment equal to 2.99 times the
greater of,
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) the highest combined Base Salary and annual cash bonus paid to the
Executive in any one of the five fiscal years preceding the year in which
the Date of Termination occurs, and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) the Executive&#146;s &#147;annualized includable compensation for the base
period&#148; as defined in Section&nbsp;280G(d)(1) of the Internal Revenue Code of
1996, as amended (the &#147;Code&#148;); and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) (1)&nbsp;each option to acquire Common Stock held by the Executive immediately
prior to the Date of Termination that would vest solely due to the passage of time
within 365&nbsp;days after such date as well as the Initial Option Grant shall become
fully exercisable as of the Date of Termination in each case regardless of whether
the time-vesting conditions set forth in the relevant stock option agreement have
been satisfied and each such option and all other options that by their terms become
exercisable during the 365&nbsp;days after the Date of Termination shall remain
exercisable until the later of the first anniversary of the
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Date of Termination and
the date such option would otherwise cease to be exercisable, and (2)&nbsp;all forfeiture
restrictions on any restricted Common Stock held by the Executive immediately prior
to the Date of Termination that would lapse based solely on the passage of time
within 365&nbsp;days after such Date of Termination as well as on the Time Based Stock
Grant and the Performance Based Stock Grant shall lapse as of the Date of
Termination and such shares shall be freely transferable (subject to applicable
securities laws), in each case regardless of whether the time based conditions set
forth in the relevant restricted stock agreements have been satisfied; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D) if immediately prior to the Date of Termination the Executive (and, if
applicable, his spouse or dependents) was covered under the Employer&#146;s group health
plan in effect at such time, and provided that the Executive has timely elected
under the COBRA to continue the medical benefits under such plan, reimbursement
monthly of (x)&nbsp;the amount of the COBRA premium paid by the Executive less (y)&nbsp;the
monthly cost or expense payable by the Executive for medical benefits immediately
prior to the Date of Termination and the Employer further agrees to continue the
Executive&#146;s and his covered dependent&#146;s (if applicable) eligibility for medical
benefits under the Employer&#146;s group health plan as in effect from time to time after
the COBRA coverage expires and until the second anniversary of the Date of
Termination provided that the Executive continues to pay to the Employer monthly the
amount specified in clause (y).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Notwithstanding anything to the contrary in this Section&nbsp;6(d), in the event that
the Employer has, prior to the Change in Control, modified, replaced or terminated the
currently existing change in control agreements that are applicable to other senior
executive officers of the Employer such that their cash based severance compensation is no
longer calculated in a manner that is substantially similar to the provisions of Section
6(d)(B), then on the later of 18&nbsp;months after the Commencement Date and six months after the
change in control agreements for other senior executives have been modified, replaced or
terminated, Section (d)(B) shall be deemed amended to match the cash based severance
compensation provisions of such agreements provided that in no event shall the Executive
receive under such amended Section&nbsp;6(d)(B) of this Agreement as a result of this clause (ii)
less than 2.99 times the sum of (1)&nbsp;the Executive&#146;s Base Salary at the annual rate in effect
immediately before the Date of Termination (but prior to giving effect to any reduction
therein which precipitated such termination), plus (2)&nbsp;the Executive&#146;s annual cash bonus at
the target performance level for the year in which the Date of Termination occurs (unless a
reduction in such bonus opportunity precipitated the termination in which event, the annual
cash bonus at target performance level for the prior year), provided, further that if
different agreements, plans or policies are applicable to different senior executives at the
time of the deemed change in Section&nbsp;6(d)(B), then the Executive shall have the benefit of
the best of such agreements.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) If a Change in Control shall have occurred on or after the third anniversary of
the Commencement Date and the Executive&#146;s employment with the Employer is terminated
thereafter, then the obligations of the Employer and the
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">Executive under Sections&nbsp;1 and 2
will terminate as of the Date of Termination, none of Section 6(b) or (c)&nbsp;or Section&nbsp;6(d)(i)
will apply, and the Employer will pay or provide to the Executive only the benefits and
payments and the Executive shall have only the rights and obligations provided for under
change of control, severance or similar agreements, plans or policies of the Employer in
effect immediately prior to the Change in Control that are applicable to other senior
executive officers of the Employer; provided, that if different agreements, plans or
policies are applicable to different senior executives at the time of the Change in Control,
then the Executive shall have all of the benefits and payments as well as the obligations
provided under any one of such agreements, plans or policies, whichever one (in its
entirety) the executive chooses, but not under more than one of such agreements, plans or
policies, and when the Executive shall have elected which agreement, plan or policy shall
apply, the other agreements, plans and policies shall not be applicable to the Executive.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) As a condition to making the payments and providing the benefits specified in this
Section&nbsp;6(d), the Executive will execute a release reasonably satisfactory to the Employer
of all claims the Executive may have against the Employer at the time of the Executive&#146;s
termination and shall be and remain in compliance with the provisions of Sections&nbsp;3 and 11
hereof. All benefits and payments under clause (D)&nbsp;of Section 6(d) hereof shall cease if
and to the extent that the Executive becomes eligible to receive medical benefits from a
subsequent employer (and any such eligibility shall be promptly reported by the Executive to
the Employer).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <I>Excise Taxes</I>. (i)&nbsp;Notwithstanding anything to the contrary in this Agreement, in
the event that any payment or distribution by the Employer to the Executive or for his
benefit, whether paid or payable or distributed or distributable pursuant to the terms of
this Agreement or otherwise (a &#147;Payment&#148;), would be subject to the excise tax imposed by
Section&nbsp;4999 of Code, or any interest or penalties with respect to such excise tax (such
excise tax, together with any such interest or penalties, are hereinafter collectively
referred to as the &#147;Excise Tax&#148;), the Employer shall pay to the Executive an additional
payment (a &#147;Gross-up Payment&#148;) in an amount such that after payment by the Executive of all
taxes (including any interest or penalties imposed with respect to such taxes), including
any Excise Tax imposed on any Gross-up Payment, the Executive retains an amount of the
Gross-up Payment equal to the Excise Tax imposed upon the Payments.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) All determinations required to be made under this Section&nbsp;6(e), including whether
an Excise Tax would otherwise be imposed and the assumptions to be utilized in arriving at
such determination, shall be made by Independent Tax Counsel which shall provide detailed
supporting calculations both to the Employer and the Executive within 15&nbsp;days of the receipt
of notice from the Executive that a Payment is due to be made, or such earlier time as is
requested by the Employer. For purposes of this paragraph, &#147;Independent Tax Counsel&#148; will
mean a lawyer, a certified public accountant with a nationally recognized accounting firm,
or a compensation consultant with a nationally recognized actuarial and benefits consulting
firm with expertise in the area of executive compensation, who will be selected by the
Employer and will be reasonably acceptable to the Executive, and whose fees and
disbursements will be paid
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">by the Employer. Any determination by the Independent Tax
Counsel shall be binding upon the Employer and the Executive.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) The Executive agrees to notify the Employer immediately in writing of any claim
by the Internal Revenue Service which, if successful, would require the Employer to make a
Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by
Independent Tax Counsel) within twenty business days of the receipt of such claim but in any
event at least ten business days before the due date of any response to contest such claim.
The Employer agrees to notify the Executive in writing at least two business days prior to
the due date of any response required with respect to such claim if it plans to contest the
claim. If the Employer decides to contest such claim, the Executive will cooperate fully
with the Employer in such action; provided, however, the Employer shall bear and pay
directly or indirectly all costs and expenses (including additional interest and penalties)
incurred in connection with such action and shall indemnify and hold the Executive harmless,
on an after-tax basis, for any Excise Tax or income tax, including interest and penalties
with respect thereto, imposed as a result of the Employer&#146;s action. If, as a result of the
Employer&#146;s action with respect to a claim, the Executive receives a refund of any amount
paid by the Employer with respect to such claim, the Executive will promptly upon receipt
pay such refund to the Employer. If the Employer fails to timely notify the Executive
whether it will contest such claim or the Employer determines not to contest such claim,
then the Employer shall immediately pay to the Executive the portion of such claim, if any,
which it has not previously paid to the Executive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <I>Delayed Payment and Benefits Requirement; Section&nbsp;409A Compliance</I>. Notwithstanding
anything to the contrary in this Agreement, if the Executive is a &#147;specified employee&#148; within the
meaning of Section&nbsp;409A(a)(2)(B)(i) of the Code at the time of his termination, any payment that
constitutes nonqualified deferred compensation under Section&nbsp;409A of the Code shall be delayed
until the earlier to occur of (i)&nbsp;the Executive&#146;s death or (ii)&nbsp;six months, or such earlier time as
permitted under Section&nbsp;409A of the Code, after the Executive has incurred a &#147;separation from
service&#148; within the meaning of Section&nbsp;409A(a)(2)(A)(i) of the Code (such required period of delay,
the &#147;Delay Period&#148;). The first payment of any amounts subjected to the Delay Period shall include
payment for all amounts that would have been paid previously but for the Delay Period (the &#147;Delayed
Payments&#148;), and shall include interest on the Delayed Payments calculated at the interest rate as
announced by Internal Revenue Service, from time to time calculated based on a 365&nbsp;day year and the
actual number of days elapsed during the Delay Period. In the event of any benefit continuations
that would otherwise be made available pursuant to this Agreement immediately upon separation of
service but for the application of the Delay Period, the Executive may continue such benefits in
accordance with the terms of the applicable plans during the Delay Period and then receive
reimbursement from the Employer for the cost of such benefit continuations on the date that the
Delay Period expires or as soon as reasonably practicable thereafter, provided that such
reimbursement shall occur no later than the last day of the calendar year containing the day that
the Delay Period Expires. Further, in the event that any provision of this Agreement would cause
any compensation or benefits to the Executive to become subject to an additional tax under Section
409A of the Code, the Executive and the Employer shall amend this Agreement in a mutually agreeable
manner intended to avoid

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the application of such tax to the extent possible and without adverse
economic effect to the Executive and the Employer.
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <I>Certain Definitions</I>. For purposes of this Agreement,
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) &#147;Change in Control&#148; shall mean the occurrence of any of the following after the
Commencement Date:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) any individual, entity or group (within the meaning of Section&nbsp;13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended from time to time
(the &#147;Exchange Act&#148;) or any successor statute) (a &#147;Covered Person&#148;), becomes the
beneficial owner (within the meaning of Rule&nbsp;13d-3 promulgated under the Exchange
Act), directly or indirectly, of securities of the Employer representing 50% or
more of the combined voting power of the then outstanding securities of the
Employer entitled to vote generally in the election of directors other than (1)
any acquisition by an underwriter or group of underwriters in connection with a
public offering of securities of the Employer, (2)&nbsp;any acquisition by the Employer
or any subsidiary of the Employer, (3)&nbsp;any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Employer or any entity
controlled by the Employer, or (4)&nbsp;any acquisition pursuant to a transaction which
complies with Section&nbsp;6(g)(i)(C)(1) or (2); or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) individuals who constitute the Board as of the Effective Date (the
&#147;Incumbent Board&#148;) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the Effective Date whose election or nomination for election by the Employer&#146;s
stockholders, was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual was a
member of the Incumbent Board, but excluding, for this purpose, any such
individual whose assumption of office occurs as a result of an election contest
with respect to the election or removal of directors or other actual solicitation
of proxies or consents by or on behalf of a Covered Person other than the Board;
or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) consummation of (x)&nbsp;a reorganization, merger, amalgamation,
consolidation, or other form of business combination of the Employer, or (y)&nbsp;a
sale, lease, or disposition of all or substantially all of the assets of the
Employer to another person, entity or group (any of which, a &#147;Business
Combination&#148;), in each case, unless, following such Business Combination either
(1)&nbsp;the beneficial owners of the outstanding voting securities of the Employer
immediately prior to such Business Combination would beneficially own, directly or
indirectly, more than 50% of the combined voting power of the outstanding
securities of the resulting entity entitled to vote generally in the election of
directors or other governing persons, (including a corporation or other entity
which as a result of such transaction owns the Employer or all or substantially
all of the Employer&#146;s assets either directly or
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">through one or more subsidiaries)
or (2)&nbsp;the persons who were directors of the Employer immediately prior to
consummation of such Business Combination would constitute a majority of the
members of the board of directors or other governing body of the entity resulting
from such Business Combination; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D) approval by the stockholders of the Employer of a complete liquidation or
dissolution of the Employer; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) &#147;Good Reason&#148; shall mean termination by the Executive of his employment with the
Employer within 60&nbsp;days of and in connection with or based upon any of the following which
occur after a Change in Control: (A)&nbsp;a material diminution in the nature or scope of the
Executive&#146;s position or responsibilities from those applicable to the Executive immediately
prior to the date on which a Change in Control occurs, (B)&nbsp;a permanent relocation of the
Executive&#146;s principal place of employment with the Employer from the city in which the
Executive was serving immediately prior to the date on which a Change in Control occurs to a
place which is more than 50 miles away from such location except that any relocation to the
Houston, Texas metropolitan area shall not constitute such change or relocation for purposes
of this definition, or (C)&nbsp;the provision of opportunities under benefits and compensation
plans (including any bonus, incentive, retirement, supplemental executive retirement,
savings, profit sharing, pension, performance, stock option, stock purchase, deferred
compensation, life insurance, medical, dental, health, hospital, accident or disability
plans) which provide to the Executive, in the aggregate, substantially less benefits and
compensation opportunities than enjoyed by the Executive under the benefit and compensation
plans in which the Executive was participating at the time of such Change in Control.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;7. Liquidated Damages.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In light of the difficulties in estimating the damages for an early termination of this
Agreement, the Employer and the Executive hereby agree that the payments, if any, to be received by
the Executive pursuant to Section&nbsp;6 shall be received by the Executive as liquidated damages.
Payment of the amounts set forth in Section&nbsp;6, if any, shall be in lieu of any severance benefit
the Executive may be entitled to under any severance plan or policy of the Employer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;8. Arbitration; Expenses of Enforcement.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as otherwise specifically provided in this Agreement, the Employer and the Executive
agree to submit exclusively to final and binding arbitration any and all disputes or disagreements
relating to or concerning the interpretation, performance or subject matter of this Agreement in
accordance with the National Rules for the Resolution of Employment Disputes of the American
Arbitration Association (&#147;AAA&#148;) using a single arbitrator. The arbitration will take place in
Houston, Texas. The Executive and the Employer agree that the decision of the arbitrator will be
final and binding on both parties. Arbitration shall be commenced by either party filing a demand
for arbitration with the AAA within 60&nbsp;days after such dispute has arisen and either party notifies
the other that they are at an impasse. Each party in such an arbitration proceeding shall be
responsible for the costs and expenses incurred by such party in connection therewith (including
attorneys&#146; fees) which shall not be subject to recovery from the other party
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">in the arbitration
except that any and all charges that may be made for the cost of the arbitration and the fees of
the arbitrators which shall in all circumstances be paid by the Employer; provided, however that
after a Change in Control and upon demand by the Executive made to the Employer, the Employer shall
reimburse the Executive for the reasonable out-of-pocket expenses (including attorneys&#146; fees)
incurred by the Executive after the Change in Control in enforcing or seeking to enforce the
payment of any amount or other benefit to which the Executive shall have become entitled under this
Agreement as a result of the termination of the Executive&#146;s employment after the Change in Control
regardless of the outcome of such enforcement effort. Any court having jurisdiction may enter a
judgment upon the award rendered by the arbitrator. In the event of litigation to enforce an
arbitration award in connection with or concerning the subject matter of this Agreement, the
prevailing party shall be entitled to recover from the non-prevailing party all reasonable
out-of-pocket costs and disbursements incurred by such party in connection therewith (including
reasonable attorneys&#146; fees). Notwithstanding the provisions of this Section&nbsp;8, the Employer may,
if it so chooses, bring an action in any court of competent jurisdiction for injunctive relief to
enforce the Executive&#146;s obligations under Sections&nbsp;3 or 11 hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;9. Representations and Warranties by the Executive.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Executive represents and warrants to the Employer that the execution and delivery by
the Executive of this Agreement do not, and the performance by the Executive of the Executive&#146;s
obligations hereunder will not, with or without the giving of notice or the passage of time, or
both: (i)&nbsp;violate any judgment, writ, injunction, or order of any court, arbitrator, or
governmental agency applicable to the Executive; or (ii)&nbsp;conflict with, result in the breach of any
provisions of, or constitute a default under, any agreement to which the Executive is a party or by
which the Executive is or may be bound. The Executive further specifically represents and warrants
that he is not subject to, nor will his execution and delivery of this Agreement or the performance
of his duties hereunder violate, any agreement not to compete. The Executive represents and
warrants that (i)&nbsp;he has not been convicted in any criminal proceeding, nor is he a named subject
of any criminal proceeding or investigation, relating to any matter other than traffic violations
or misdemeanors not involving moral turpitude and (ii)&nbsp;he has not been the subject of any order,
judgment or decree of any court of competent jurisdiction permanently or temporarily enjoining, or
otherwise limiting, him from any of the activities described in Item 401(f) of Regulation&nbsp;S-K under
the United States securities laws.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Executive represents and warrants that he will not utilize or divulge any proprietary
materials or information from his previous employers in the performance of his duties hereunder and
acknowledges that the Employer has prohibited the Executive from bringing any such materials on to
the Employer&#146;s premises.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Executive acknowledges and represents that (i)&nbsp;he has had sufficient time and
opportunity to have this Agreement reviewed by legal counsel of his choosing and to be advised by
such counsel as to his rights and obligations hereunder, (ii)&nbsp;he has read and fully understands the
terms of this Agreement and voluntarily accepts them, and (iii)&nbsp;he is not relying on any statements
or representations of the Employer or any of its representatives regarding the tax effects or other
legal implications of his execution of this Agreement or his receipt of payments or other benefits
hereunder.
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Executive represents and warrants that (i)&nbsp;he has obtained the appropriate
documentation to allow him to assume the duties required by this Agreement including the
requirement that he have his principal office in the Houston Texas metropolitan area, (ii)&nbsp;he has
presented that documentation to the Employer, and (iii)&nbsp;the Employer may publicly announce his
position of CEO with the Employer without impact on the Executive&#146;s immigration status. The
Executive covenants and agrees that he will (i)&nbsp;maintain the appropriate documentation and status
under United States immigration laws to allow him to fulfill the duties required by this Agreement
including the requirement that he have his principal office in the Houston Texas metropolitan area
and (ii)&nbsp;diligently pursue any additional documentation or immigration status required by the
immigration laws of the United States for him to fulfill his duties under this Agreement for the
term of the Agreement and do so in a timely fashion. The Executive further covenants and agrees
that he will immediately notify the Employer if at any time the Executive&#146;s immigration status
changes, he is unable to obtain any further required immigration status, or he receives any notice
from the United States Government that calls into question the validity of his immigration status
or his right to work in the United States.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Executive acknowledges that during the Executive&#146;s employment hereunder, the Employer may
maintain at its sole cost and for its sole benefit one or more policies of key man life insurance
on the life of the Executive. The Executive shall (i)&nbsp;furnish any and all information reasonably
requested by the Employer or the insurer to facilitate the issuance of the key man life insurance
policy or policies or any adjustment to any such policy, and (ii)&nbsp;take such physical examinations
as are required by any prospective insurer; provided that the Executive shall not be required to
take a physical exam more frequently than one time in any twelve month period.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;10. Successors; Binding Agreement.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;This Agreement is personal to the Executive and he may not assign or pledge any interest
herein or delegate or assign any obligation hereunder without the Employer&#146;s prior written consent.
This Agreement shall inure to the benefit of and be enforceable by the Executive&#146;s personal or
legal representatives, executors, administrators, heirs, and beneficiaries.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;This Agreement shall inure to the benefit of and be binding upon the Employer and its
successors.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;In the event of a Change in Control, any successor (whether direct or indirect, by
purchase, merger, amalgamation, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Employer shall expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Employer would be required to perform it if no
such succession had taken place. As used in this Agreement, the &#147;Employer&#148; shall mean the Employer
as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes
and agrees to perform this Agreement as provided for in this Section 10(c) or which otherwise
becomes bound by the terms and provisions of this Agreement by operation of law or otherwise.
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;11. Non-Competition; Non-Solicitation.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;In consideration of the Employer&#146;s agreement to disclose and entrust to Executive the
trade secrets, and proprietary and Confidential Information of the Employer and its affiliates, as
well as the business opportunities of the Employer and its affiliates, the Employer and the
Executive agree to the non-competition obligations hereunder. The Executive agrees that, effective
as of the Commencement Date and for the Non-Competition Period, the Executive shall not, without
the prior written consent of the Employer, directly or indirectly, for the Executive or others in
any geographic area or market where the Employer or any of its affiliates are conducting any
material business as of the Date of Termination or have during the twelve months previous to the
Date of Termination conducted material business:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) engage in, become an employee of, or own any interest in (whether as an owner,
shareholder, joint venturer, partner or otherwise) (A)&nbsp;any person, entity or enterprise that
engages, directly or indirectly, in any pipeline construction in shallow or intermediate
water depths, diving services or derrick/salvage businesses similar to or competitive with
the business conducted by the Employer or its affiliates or any other business that the
Employer or its affiliates has or intends to compete (&#147;Competitive Business&#148;) or (B)&nbsp;J. Ray
McDermott S.A., Helix Energy Solutions Group, Inc. (formerly Cal Dive International, Inc.),
Horizon Offshore, Inc., Offshore Specialties Fabricators, Inc, and Wilbros Group, and any
successor to any material portion of their offshore construction business (the &#147;Named
Competitors&#148;), or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) render advice or services to, consult with, or otherwise assist any Competitive
Business or any of the Named Competitors;
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">provided, however, that nothing herein shall prohibit the Executive from (x)&nbsp;holding or making
passive investments in entities or enterprises whose securities are traded in a generally
recognized market provided that the Executive&#146;s interest, together with those of his affiliates and
family members does not exceed 1% of the outstanding shares or interests in such entity or
enterprise or (y)&nbsp;becoming an employee of any entity (other than a Named Competitor) that owns or
controls a Competitive Business so long as (1)&nbsp;such competitive operations constitute less than 50%
of the revenues of such entity and (2)&nbsp;the Executive does not work directly in, or have direct
supervision of, the Competitive Business, provided that nothing in this clause (2)&nbsp;shall prevent
the Executive from serving as the Chief Executive Officer, President or Chief Operating Officer of
any entity described in clause (1)&nbsp;above. In connection with his ownership in, employment by or
retention in any role with, any person, entity or enterprise during the Non-Competition Period, the
Executive agrees to provide written notice of his covenants and obligations contained in this
Section&nbsp;11 and in Section&nbsp;3 (as well as a copy of such provisions) to such person, entity or
enterprise and to provide notice to the Employer of his compliance with this requirement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">These non-competition obligations shall apply during the period that the Executive is employed by
the Employer and extend for 24&nbsp;months after the Date of Termination (the &#147;Non-Competition Period&#148;).
The Non-Competition Period shall be extended by the duration of any violation of provisions of
this Section&nbsp;11.

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;In addition to the restrictions set forth in Section&nbsp;11(a), the Executive agrees that,
during the Non-Competition Period, the Executive will not, to the extent not otherwise publicly
known, either directly or indirectly, (i)&nbsp;make known to any Competitive Business or any Named
Competitor the names and addresses of, or any other information pertaining to, any of the suppliers
or customers of the Employer or any of its affiliates, or any potential customers of the Employer
or any of its affiliates upon whom the Employer or any of its affiliates has called in the
preceding 12&nbsp;months, (ii)&nbsp;call on or solicit, or assist others in calling on or soliciting, any of
the suppliers or customers of the Employer or any of its affiliates, for the purpose of taking away
or attempting to take away business from the Employer, whether for the Executive or for any other
person, entity or enterprise or (iii)&nbsp;on his own account or for any other person, entity or
enterprise solicit any employee of the Employer or any of its affiliates to leave such employment
or assist any other person, corporation, entity or enterprise in such solicitation by providing
information with respect to any employee including the skills, knowledge, experience or
compensation of employees of the Employer or any of its affiliates except that clause (iii)&nbsp;shall
not prohibit the hiring of any such employee (A)&nbsp;who responds to any public advertising for
employment without any other direct or indirect solicitation or (B)&nbsp;whose employment by the
Employer or its affiliates has been terminated prior to the commencement of discussions with such
employee.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Executive understands that the restrictions set forth in this Section&nbsp;11 may limit the
Executive&#146;s ability to engage in certain businesses in certain geographic areas or markets during
the period provided for above, but acknowledges that the Executive will receive sufficiently high
remuneration and other benefits under this Agreement to justify such restriction.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Whenever possible, each provision of the covenant not to compete shall be interpreted in
such a manner as to be effective and valid under applicable law, but if any provision of this
covenant not to compete shall be prohibited by or invalid under applicable law in any particular
jurisdiction whether it be a municipality, county, parish, state or country, such provision shall
be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction,
without invalidating the remaining provisions of this covenant not to compete. If any provision of
this covenant not to compete shall, for any reason, be judged by any court of competent
jurisdiction to be invalid or unenforceable in any particular jurisdiction whether it be a
municipality, county, parish, state or country, such judgment shall not affect, impair or
invalidate the remainder of this covenant not to compete but shall be confined in its operation to
the particular jurisdiction and to the particular provision of this covenant not to compete
directly involved in the controversy in which such judgment shall have been rendered. In the event
that the provisions of this covenant not to compete should ever be deemed to exceed the time or
geographic limitations permitted by applicable laws in any particular jurisdiction whether it be a
municipality, county, parish, state or country, then such provision shall be reformed for purposes
of such particular jurisdiction to the maximum time or geographic limitations permitted by
applicable law.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;12. Miscellaneous.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <I>Notices</I>. All notices and other communications required or permitted hereunder will be in
writing and will be deemed to have been given (i)&nbsp;when delivered by hand (with written confirmation
of receipt), (ii)&nbsp;when sent by facsimile (with written confirmation of

<P align="center" style="font-size: 10pt"><!-- Folio -->21<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">receipt) or by email,
provided that a copy is mailed by registered mail, return receipt requested, or (iii)&nbsp;two business
days after being sent by a nationally recognized overnight delivery service (return receipt
requested), in each case to the appropriate addresses, facsimile numbers or email addresses set
forth below (or to such other addresses, facsimile numbers or email addresses as a party may
designate by notice to the other party):
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">If to the Employer, to:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">Board of Directors<BR>
Global Industries, Ltd.<BR>
11490 Westheimer &#150; Suite&nbsp;400<BR>
Houston, Texas 77077<BR>
Attention: General Counsel<BR>
Fax No.&nbsp;1.281.529.7747<BR>
Email: russr@globalind.com
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">If to the Executive, to:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">B.K. Chin<BR>
13607 Starlight Harbor<BR>
Houston, Texas 77077<BR>
Email: bkchin@swbell.net
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>Entire Agreement; Modification</I>. This Agreement (including the exhibits attached hereto
and the forms of award agreements and plans and policies referenced in Section&nbsp;2) supersedes,
replaces and merges all previous agreements, term sheets, and discussions relating to the same or
similar subject matters between the Executive and the Employer and constitutes the entire agreement
between the Executive and the Employer with respect to the subject matter of this Agreement. This
Agreement may not be modified in any respect by any verbal statement, representation or agreement
made by any employee, officer, director or representative of the Employer or by any written
agreement unless signed by a director or officer of the Employer who is expressly authorized by the
Board to execute such document. In the event of any conflict between the terms of any exhibit
hereto and this Agreement, this Agreement shall control.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <I>Mitigation</I>. Except as may be otherwise expressly stated in this Agreement, the Executive
shall not be required to mitigate the amount of any payment or other benefit required to be paid to
the Executive pursuant to this Agreement, whether by seeking other employment or otherwise, nor
shall the amount of any such payment or other benefit be reduced on account of any compensation
earned by the Executive as a result of his employment by another person.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <I>Severability</I>. If any provision of this Agreement or application thereof to anyone or
under any circumstances should be determined to be invalid or unenforceable, such invalidity or
unenforceability will not affect any other provisions or applications of this Agreement which can
be given effect without the invalid or unenforceable provision or application. In addition, if any
provision of this Agreement is held by an arbitration panel or a court of competent jurisdiction to
be invalid, unenforceable, unreasonable, unduly restrictive or

<P align="center" style="font-size: 10pt"><!-- Folio -->22<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">overly broad, the parties intend
that such arbitration panel or court modify said provision to the extent necessary so as to render
it valid, enforceable, reasonable and not unduly restrictive or overly broad.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <I>Waiver</I>. Neither the failure nor any delay by either party in exercising any right, power,
or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and
no single or partial exercise of any such right, power, or privilege will preclude any other or
further exercise of such right, power, or privilege or the exercise of any other right, power, or
privilege.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <I>Construction</I>. The parties agree that no provision of this Agreement shall be interpreted
or construed against any party solely because that party or its legal counsel drafted such
provision. The headings in this Agreement are provided for convenience only and will not affect
its construction or interpretation. All references to &#147;Section&#148; or &#147;Sections&#148; refer to the
corresponding Section or Sections of this Agreement unless otherwise specified. Unless otherwise
expressly provided, the word &#147;including&#148; does not limit the preceding words or terms. All
references in this Agreement to dollars or &#147;$&#148; mean lawful money of the Unites States.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <I>Counterparts</I>. This Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original copy of this Agreement and all of which, when taken together, will
be deemed to constitute one and the same agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) <I>Governing Law; Jurisdiction</I>. <B>The internal laws of the State of Texas without application
of any conflicts of laws or principles will govern the interpretation, validity, enforcement and
effect of this Agreement without regard to the place of execution or the place for performance
thereof. THE PARTIES HERETO HEREBY WAIVE A JURY TRIAL IN ANY DISPUTE OR LITIGATION WITH RESPECT TO
THIS AGREEMENT. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE
STATE OF TEXAS AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF TEXAS
IN CONNECTION WITH ANY DISPUTE THAT ARISES IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE
PROVISIONS OF THIS AGREEMENT, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY
ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF THAT IT IS NOT SUBJECT THERETO
OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR
THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE
ENFORCED IN OR BY SUCH COURTS. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION
OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING
OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER
PROVIDED IN SECTION 12(a) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND
SUFFICIENT SERVICE THEREOF.</B>

<P align="center" style="font-size: 10pt"><!-- Folio -->23<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <I>Specific Performance</I>. The Executive acknowledges that monetary damages would not be
sufficient remedy for any breach of the covenants and provisions of Sections&nbsp;3 and 11 by the
Executive, and the Employer shall be entitled to enforce the provisions of Sections&nbsp;3 and 11 by
terminating any payments then owing to the Executive under this Agreement and by seeking specific
performance and injunctive relief as remedies for such breach or any threatened breach. Such
remedies shall not be deemed the exclusive remedies for a breach of Sections&nbsp;3 or 11, but shall be
in addition to all remedies available at law or in equity to the Employer, including the recovery
of damages from the Executive and his agents involved in such breach, and remedies otherwise
available to the Employer.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) <I>Deemed Resignation</I>. Any termination of the Executive&#146;s employment for whatever reason
shall constitute a resignation of all of Executive&#146;s positions as a director and officer of the
Employer and of any affiliate of the Employer to the extent he is then serving in such capacity or
holds such position. The Executive agrees upon the request of the Employer to promptly provide
written confirmation of his resignation of all positions with the Employer and its affiliates.
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">&#091;SIGNATURES ON FOLLOWING PAGE&#093;
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->24<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this
Agreement to be effective as of the Effective Date.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="38%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="17%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>EMPLOYER:</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">GLOBAL INDUSTRIES, LTD.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;/s/ William J. Dor&#233;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>

<TD align="left" valign="top"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>&nbsp;&nbsp;&nbsp;William
J. Dor&#233;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;Chairman of the Board and</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;Chief Executive Officer</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;/s/ Edgar G. Hotard</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>&nbsp;&nbsp;&nbsp;Edgar G. Hotard
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;Chairman</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;Nominating and Governance Committee</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;of the Board of Directors</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>EXECUTIVE:<BR>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left" valign="top">&nbsp;/s/ B. K. Chin</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">B. K. Chin</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->25<!-- /Folio -->
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;A</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>GLOBAL INDUSTRIES, LTD.</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>INCENTIVE STOCK OPTION AGREEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;AGREEMENT made as of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2006 &#091;to be the Commencement Date&#093; (the &#147;<B>Date of
Grant</B>&#148;) between GLOBAL INDUSTRIES, LTD., a Louisiana corporation (the &#147;<B>Company</B>&#148;) and
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>(&#147;<B>Employee</B>&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To carry out the purposes of the GLOBAL INDUSTRIES, LTD. 2005 STOCK INCENTIVE PLAN (the
&#147;<B>Plan</B>&#148;), by affording Employee the opportunity to purchase shares of Common Stock, $.01 par value
per share, of the Company (&#147;<B>Common Stock</B>&#148;), and in consideration of the mutual agreements and other
matters set forth herein and in the Plan, the Company and Employee hereby agree as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.&nbsp;Grant of Option</B>. The Company hereby irrevocably grants to Employee the right and option
(&#147;Option&#148;) to purchase all or any part of an aggregate of 100,000 shares of Common Stock, on the
terms and conditions set forth herein and in the Plan, which Plan is incorporated herein by
reference as a part of this Agreement. This Option shall be treated as an incentive stock option
within the meaning of section 422(b) of the Internal Revenue Code of 1986, as amended (the &#147;<B>Code</B>&#148;).
This Option is not transferable by Employee otherwise than by will or the laws of descent and
distribution, and may be exercised only by Employee during Employee&#146;s lifetime.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.&nbsp;Purchase Price</B>. The purchase price of Common Stock purchased pursuant to the exercise of
this Option shall be &#95;&#95;&#95; per share &#091;equal to fair market value on date of grant&#093;,
which has been determined to be not less than the fair market value of the Common Stock at the Date
of Grant of this Option. For all purposes of this Agreement, fair market value of Common Stock
shall be determined in accordance with the provisions of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.&nbsp;Exercise of Option</B>. Subject to the earlier expiration of this Option as herein provided,
this Option may be exercised, by written notice to the Company at its principal executive office
addressed to the attention of its Human Resources Department, Stock Plan Administrator (or such
other officer or employee of the Company as the Company may designate from time to time), at any
time and from time to time after the Date of Grant, but, except as otherwise provided below, this
Option shall not be exercisable for more than the aggregate number of shares vested to the date of
such exercise, in accordance with the following schedule:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Vesting Date</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>That May Be Purchased</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">_________, 2007</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33,333</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">_________, 2008</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33,333</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">_________, 2009</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33,334</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Option may be exercised only while Employee remains an employee of the Company and will
terminate and cease to be exercisable upon Employee&#146;s termination of employment with the Company,
except that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A. If Employee&#146;s employment with the Company terminates by reason of disability (within
the meaning of section 22(e)(3) of the Code), then this Option may be exercised by Employee
(or Employee&#146;s estate or the person who acquires this Option by will or the laws of descent
and distribution or otherwise by reason of the death of Employee) at any time during the
period of one year following such termination, but such exercise shall be permitted only as
to the
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Exhibit&nbsp;A-1
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">number of shares Employee was entitled to purchase hereunder upon exercise of this
Option as of the date Employee&#146;s employment so terminates.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B. If Employee dies while in the employ of the Company, then this Option may be
exercised by Employee&#146;s estate, or the person who acquires this Option by will or the laws
of descent and distribution or otherwise by reason of the death of Employee, at any time
during the period of one year following the date of Employee&#146;s death, but such exercise
shall be permitted only as to the number of shares Employee was entitled to purchase
hereunder upon exercise of this Option as of the date Employee&#146;s employment so terminates.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C. If Employee&#146;s employment with the Company is terminated (A)&nbsp;by the Company for any
reason other than as specified in Section&nbsp;5(a)(i), (ii)&nbsp;or (iii)&nbsp;of that certain Employment
Agreement effective as of September 18, 2006 between the Company and the Employee (the
&#147;Employment Agreement&#148;) or (B)&nbsp;by Employee (x)&nbsp;for any reason described in Section&nbsp;5(b)(i),
(ii)&nbsp;or (iii)&nbsp;of the Employment Agreement or (y)&nbsp;for &#147;good reason&#148; (as defined in the
Employment Agreement) in the case of this clause (y)&nbsp;within two years of a &#147;Change of
Control&#148; (as defined in the Employment Agreement), then in each case this Option shall be
fully vested and may be exercised by Employee at any time until the first anniversary of
such termination, or by Employee&#146;s estate (or the person who acquires this Option by will or
the laws of descent and distribution or otherwise by reason of the death of Employee) during
such one year period if Employee dies during such period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This Option shall not be exercisable in any event after the expiration of ten years from the Date
of Grant hereof. The purchase price of shares as to which this Option is exercised shall be paid
in full at the time of exercise (a)&nbsp;in cash (including check, bank draft or money order payable to
the order of the Company), (b)&nbsp;by delivering to the Company shares of Common Stock having a fair
market value equal to the purchase price, provided that such shares must have been held by Employee
for such minimum period of time as may be established from time to time by the Committee or (c)&nbsp;any
combination of cash or Common Stock. No fraction of a share of Common Stock shall be issued by the
Company upon exercise of an Option or accepted by the Company in payment of the purchase price
thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect
the issuance and acceptance of only whole shares of Common Stock. Unless and until a certificate
or certificates representing such shares shall have been issued by the Company to Employee,
Employee (or the person permitted to exercise this Option in the event of Employee&#146;s death) shall
not be or have any of the rights or privileges of a shareholder of the Company with respect to
shares acquirable upon an exercise of this Option.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.&nbsp;Withholding of Tax</B>. To the extent that the exercise of this Option or the disposition of
shares of Common Stock acquired by exercise of this Option results in compensation income or wages
to Employee for income tax purposes, Employee shall deliver to the Company at the time of such
exercise or disposition such amount of money or, with the consent of the Administrator, shares of
Common Stock as the Company may require to meet its obligation under applicable tax laws or
regulations, and, if Employee fails to do so, the Company is authorized to withhold from any cash
or Common Stock remuneration then or thereafter payable to Employee (including out of any cash or
shares of Common Stock distributable to Employee upon such exercise) any tax required to be
withheld by reason of such resulting compensation income or wages.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.&nbsp;Status of Common Stock</B>. The Company has registered or intends to register for issuance
under the Securities Act of 1933, as amended (the &#147;<B>Act</B>&#148;) the shares of Common Stock acquirable upon
exercise of this option, and intends to keep such registration effective throughout the period this
Option is exercisable. In the absence of such effective registration or an available exemption
from registration under the Act, issuance of shares of Common Stock acquirable upon exercise of
this
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Exhibit&nbsp;A-2
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Option will be delayed until registration of such shares is effective or an exemption from
registration under the Act is available. The Company intends to use its reasonable best efforts to
insure that no delay will occur. In the event exemption from registration under the Act is
available upon an exercise of this Option, Employee (or the person permitted to exercise this
Option in the event of Employee&#146;s death), if requested by the Company to do so, will execute and
deliver to the Company in writing an agreement containing such provisions as the Company may
require to assure compliance with applicable securities laws.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employee agrees that the shares of Common Stock which Employee may acquire by exercising this
Option will not be sold or otherwise disposed of in any manner which would constitute a violation
of any applicable securities laws. Employee also agrees (i)&nbsp;that the certificates representing the
shares of Common Stock purchased under this Option may bear such legend or legends as the
Administrator of the Plan deems appropriate in order to assure compliance with applicable
securities laws, (ii)&nbsp;that the Company may refuse to register the transfer of the shares of Common
Stock purchased under this Option on the Common Stock transfer records of the Company if such
proposed transfer would in the opinion of counsel satisfactory to the Company constitute a
violation of any applicable securities law and (iii)&nbsp;that the Company may give related instructions
to its transfer agent, if any, to stop registration of the transfer of the shares of Common Stock
purchased under this Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.&nbsp;Employment Relationship</B>. For purposes of this Agreement, Employee shall be considered to
be in the employment of the Company as long as Employee remains an employee of either the Company
or any parent or subsidiary of the Company, or a corporation, partnership or other entity or a
parent or subsidiary of such corporation, partnership or other entity assuming or substituting its
securities for the Common Stock, or that is otherwise a successor to the Company. Nothing in the
adoption of the Plan, nor the award of the Option thereunder pursuant to this Agreement, shall
confer upon Employee the right to continued employment by the Company or affect in any way the
right of the Company to terminate such employment at any time. Unless otherwise provided in a
written employment agreement or by applicable law, Employee&#146;s employment by the Company shall be on
an at-will basis, and the employment relationship may be terminated at any time by either the
Employee or the Company for any reason whatsoever, with or without cause. Any question as to
whether and when there has been a termination of such employment, and the cause of such
termination, shall be determined by the Committee, and its determination shall be final.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.&nbsp;Binding Effect</B>. This Agreement shall be binding upon and inure to the benefit of any
successors to the Company and all persons lawfully claiming under Employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.&nbsp;Governing Law</B>. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Texas.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.&nbsp;Entire Agreement; Amendment</B>. This Agreement replaces and merges all previous agreements
and discussions relating to the same or similar subject matters between Employee and the Company
and together with the Employment Agreement constitutes the entire agreement between Employee and
the Company with respect to the subject matter of this Agreement (i.e., this Option). This
Agreement may not be modified in any respect by any verbal statement, representation or agreement
made by any employee, officer, or representative of the Company or by any written agreement unless
signed by an officer of the Company who is expressly authorized by the Company to execute such
document. Except as provided below, any modification of this Agreement shall be effective only if
it is in writing and signed by both Employee and an authorized officer of the Company.
Notwithstanding anything in the Plan or this Agreement to the contrary, if the Committee determines
that the provisions of Section&nbsp;409A of the Code apply to this Agreement and that the terms of this
Agreement do not, in whole or in part, satisfy the requirements of such section, then the
Committee, in its sole discretion, may
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Exhibit&nbsp;A-3
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">unilaterally modify this Agreement in such manner as it deems appropriate to comply with such
section and any regulations or guidance issued thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.&nbsp;Notices</B>. Any notices or other communications provided for in this Agreement shall be
sufficient if in writing. In the case of Employee, such notices or communications shall be deemed
effectively delivered if hand delivered to Employee at its principal place of employment or if sent
by registered or certified mail, return receipt requested, postage paid, to Employee at the last
address Employee has filed with the Company. In the case of the Company, such notices or
communications shall be effectively delivered if sent by registered or certified mail to the
Company at its principal executive offices.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>11.&nbsp;Interpretation. </B>In the event of any conflict between the terms of this Agreement and the
Plan, the Plan shall control. Capitalized terms used in this Agreement that are not defined in the
body of this Agreement shall have the meanings attributed to such terms under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>12.&nbsp;Acknowledgements Regarding Section&nbsp;409A and Section&nbsp;422 of the Code</B>. Employee understands
that if the purchase price of the Common Stock under this Option is less than the fair market value
of such Common Stock on the Date of Grant of this Option, then Employee may incur adverse tax
consequences under section 409A and Section&nbsp;422 of the Code. Employee acknowledges and agrees that
(a)&nbsp;Employee is not relying upon any determination by the Company, its affiliates, or any of their
respective employees, directors, officers, attorneys or agents (collectively, the &#147;Company
Parties&#148;) of the fair market value of the Common Stock on the Date of Grant of this Option, (b)
Employee is not relying upon any written or oral statement or representation of the Company Parties
regarding the tax effects associated with Employee&#146;s execution of this Agreement and his receipt,
holding and exercise of this Option, and (c)&nbsp;in deciding to enter into this Agreement, Employee is
relying on his own judgment and the judgment of the professionals of his choice with whom he has
consulted. Employee hereby releases, acquits and forever discharges the Company Parties from all
actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs
and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any
way related to the tax effects associated with Employee&#146;s execution of this Agreement and his
receipt, holding and exercise of this Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, the Company has caused this Agreement to be duly executed by its officer
thereunto duly authorized, and Employee has executed this Agreement, all as of the day and year
written below.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD colspan="5" valign="top" align="left"><B>GLOBAL INDUSTRIES, LTD.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>BY:</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>&#091;Name and title of Executive</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>&#091;Name&#093;</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Officer signing for the Company&#093;</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">Date:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Date:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Exhibit&nbsp;A-4
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;B</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>GLOBAL INDUSTRIES, LTD.</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>RESTRICTED STOCK AGREEMENT</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>&#091;Time Based&#093;</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>AGREEMENT </B>made as of &#95;&#95;&#95;, 2006 &#091;to be the Commencement Date&#093; between GLOBAL INDUSTRIES,
LTD., a Louisiana corporation (the &#147;<B>Company</B>&#148;), and <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> (&#147;<B>Employee</B>&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To carry out the purposes of the GLOBAL INDUSTRIES, LTD. 2005 STOCK INCENTIVE PLAN (the
&#147;<B>Plan</B>&#148;) and in consideration of services performed by the Employee and the mutual agreements and
other matters set forth herein and in the Plan, the Company and the Employee hereby agree as
follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.&nbsp;Issuance of Common Stock</B>. The Company, pursuant to the Plan, has granted to Employee
100,000 shares of the common stock, $.01 par value per share, of the Company (&#147;<B>Common Stock</B>&#148;) as of
the date of this Agreement set out above (the &#147;<B>Date of Grant</B>&#148;). The shares of Common Stock so
granted under this Agreement and the Plan shall be issued in Employee&#146;s name and subject to all the
terms, conditions and restrictions set forth in the Plan and this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.&nbsp;Forfeiture Restrictions</B>. The shares of Common Stock issued to Employee pursuant to this
Agreement shall not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred,
encumbered or disposed of (to the extent then subject to the Forfeiture Restrictions), and in the
event of the termination of Employee&#146;s employment with the Company for any reason, Employee shall,
for no consideration, forfeit and surrender such shares (to the extent then subject to the
Forfeiture Restrictions) to the Company. The prohibition against transfer and the obligation to
forfeit and surrender shares to the Company are herein referred to as the &#147;<B>Forfeiture
Restrictions</B>,&#148; and the shares which are then subject to the Forfeiture Restrictions are herein
sometimes referred to as &#147;<B>Restricted Shares</B>.&#148; The Forfeiture Restrictions shall be binding upon
and enforceable against any transferee of Restricted Shares. The Forfeiture Restrictions shall
lapse as to the shares of Restricted Shares in accordance with the following schedule provided that
Employee has been continuously employed by the Company from the Date of Grant through the lapse
date:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares As</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Lapse</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>To Which Forfeiture</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Restrictions Lapse</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#95;&#95;&#95;, 2007
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">33,333</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#95;&#95;&#95;, 2008
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">33,333</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#95;&#95;&#95;, 2009
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">33,334</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Notwithstanding the foregoing, the Forfeiture Restrictions on all Restricted Shares shall lapse
immediately (x)&nbsp;as of the date of termination if Employee&#146;s employment with the Company is
terminated by Employee pursuant to Section&nbsp;5(b)(i), (ii)&nbsp;or (iii)&nbsp;of that certain Employment
Agreement between Employee and the Company dated September 18, 2006 (the &#147;<B>Employment Agreement</B>&#148;)
or is terminated by the Company other than pursuant to Section&nbsp;5(a)(i), (ii)&nbsp;or (iii)&nbsp;of the
Employment Agreement and (y)&nbsp;as of the date of termination of Employee&#146;s employment with the
Company if Employee&#146;s employment is terminated by the Employee for &#147;<B>good reason</B>&#148; (as defined in the
Employment Agreement) within two years after the occurrence of a &#147;<B>change in control</B>&#148; (as defined in
the Employment Agreement) that occurs after the date hereof provided that Employee has been
continuously employed by the Company from the date of this Agreement to the date of such change in
control. The Restricted Shares shall be held in suspense during any period during which Employee
is on
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Exhibit&nbsp;B-1
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">an authorized leave of absence from the Company. Upon Employee&#146;s return to employment with the
Company following the termination of such leave of absence, Employee may continue to vest in such
Restricted Shares in accordance with the provisions set forth herein and in the Plan, provided that
the period during which Employee was on an authorized leave of absence shall not be counted and the
lapse dates set forth above shall be extended by the period of Employee&#146;s leave of absence.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.&nbsp;Corporate Acts; Shares Received in Reorganization or Stock Split</B>. The existence of the
Restricted Shares shall not affect in any way the right or power of the Board or the shareholders
of the Company to make or authorize any adjustment, recapitalization, reorganization or other
change in the Company&#146;s capital structure or its business, any merger or consolidation of the
Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or
any sale, lease, exchange or other disposition of all or any part of its assets or business or any
other corporate act or proceeding. The prohibition against the transfer of the Restricted Shares
shall not apply to the transfer or exchange of Restricted Shares pursuant to a plan of
reorganization of the Company, but the Common Stock or securities or property received in exchange
therefor, and any Common Stock received as a result of a Common Stock split or Common Stock
dividend with respect to Restricted Shares, shall also become Restricted Shares subject to the
Forfeiture Restrictions and the provisions governing the lapse of such Forfeiture Restrictions
applicable to the original Restricted Shares. Each transfer agent for the Common Stock may be
instructed not to transfer shares granted hereunder except in accordance with the terms hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.&nbsp;Community Interest of Spouse</B>. The community interest, if any, of any spouse of Employee in
any of the Restricted Shares shall be subject to all other terms, conditions and restrictions of
this Agreement and the Plan, and shall be forfeited and surrendered to the Company upon the
occurrence of any of the events requiring Employee&#146;s interest in such Restricted Shares to be so
forfeited and surrendered pursuant to this Agreement or the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.&nbsp;Withholding of Tax</B>. To the extent that the receipt of the Common Stock or the lapse of any
Forfeiture Restrictions results in compensation income or wages to Employee for income tax
purposes, Employee shall deliver to the Company at the time of such receipt or lapse, as the case
may be, such amount of money as the Company may require to meet its obligation under applicable tax
laws or regulations. Employee may elect with respect to this Agreement to surrender or authorize
the Company to withhold shares of stock of the Company (valued at their fair market value on the
date of surrender or withholding of such shares) to satisfy any tax required to be withheld by
reason of compensation income resulting under this Agreement. An election pursuant to the
preceding sentence shall be referred to herein as a <B>&#147;Stock Withholding Election</B>.&#148; All Stock
Withholding Elections shall be made by written notice to the Company at its principal executive
office addressed to the attention of the Human Resources Department, Stock Plan Administrator. If
Employee is not a reporting person under Section&nbsp;16 of the Securities Exchange Act of 1934, as
amended (a &#147;<B>Section&nbsp;16 Person</B>&#148;), Employee may revoke such election by delivering to the Human
Resources Department, Stock Plan Administrator written notice of such revocation prior to the date
such election is implemented through actual surrender or withholding of shares of stock of the
Company (the &#147;<B>Withholding Date</B>&#148;). If Employee is a Section&nbsp;16 Person, the Stock Withholding
Election must:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) be irrevocable and made six months prior to the Withholding Date, or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) (a)&nbsp;be approved by the Committee, either before or after such election is made,
(b)&nbsp;be made, and the Withholding Date occur, during a period beginning on the third business
day following the date of release by the Company for publication of quarterly and annual
summary statements of sales and earnings and ending on the twelfth business day following
such date, and (c)&nbsp;be made more than six months after the effective date of this Agreement.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Exhibit&nbsp;B-2
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If Employee fails to pay the required amount to the Company or fails to make a Stock
Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if
Employee is not a Section&nbsp;16 Person, stock remuneration, including withholding any Restricted
Shares distributable to Employee under this Agreement) then or thereafter payable to Employee any
tax required to be withheld by reason of compensation income resulting under this Agreement or the
disposition of Common Stock acquired under this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.&nbsp;Tax Election</B>. If Employee makes the election authorized by section 83(b) of the Internal
Revenue Code of 1986, Employee shall submit to the Company a copy of the statement filed by
Employee to make such election.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.&nbsp;Certificates; Stock Power and Retention of Certificates</B>. A certificate evidencing the
Restricted Shares shall be issued by the Company in Employee&#146;s name, pursuant to which Employee
shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares,
including, without limitation, voting rights and the right to receive dividends (provided, however,
that dividends paid in shares of the Company&#146;s stock shall be subject to the Forfeiture
Restrictions). Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose
of the stock until the Forfeiture Restrictions have expired and a breach of the terms of this
Agreement shall cause a forfeiture of the Restricted Shares. Each certificate representing
Restricted Shares shall be conspicuously endorsed as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%; margin-right: 5%">The sale, assignment, pledge or other transfer of the shares of
Common Stock evidenced by this certificate is prohibited by the
terms and conditions of a Restricted Stock Agreement, a copy of
which is attached hereto and incorporated herein, and such shares
may not be sold, assigned, pledged or otherwise transferred except
as provided in such agreement.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company may require Employee to execute and deliver to the Company a stock power in blank with
respect to the Restricted Shares and may, in its sole discretion, determine to retain, directly or
through a depositary designated by the Company, possession of the certificates for shares with
respect to which the Forfeiture Restrictions have not lapsed. The Company shall have the right, in
its sole discretion, to exercise such stock power in the event that the Company becomes entitled to
shares pursuant to the provisions of Paragraph&nbsp;2 as a result of a termination of Employee&#146;s
employment with the Company. Upon the lapse of the Forfeiture Restrictions without forfeiture, the
Company shall cause a new certificate or certificates to be issued without legend (except for any
legend required pursuant to applicable securities laws or any other agreement to which Employee is
a party) in the name of Employee in exchange for the certificate evidencing the Restricted Shares.
However, the Company, in its sole discretion, may elect to deliver the certificate either in
certificate form or electronically to a brokerage account established for Employee&#146;s benefit at a
brokerage/financial institution selected by the Company. Employee agrees to complete and sign any
documents and take additional action that the Company may request to enable it to deliver the
shares on Employee&#146;s behalf. In addition, Employee agrees (i)&nbsp;that the certificates representing
the shares of Common Stock received pursuant to this Agreement may bear such legend or legends as
the Company deems appropriate in order to assure compliance with applicable securities laws, (ii)
that the Company may instruct its transfer agent, if any, to stop transfer of the Restricted Shares
received pursuant to this Agreement, and (iii)&nbsp;that the Company may refuse to register the transfer
of the Restricted Shares on the stock transfer records of the Company if such proposed transfer
would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel
satisfactory to the Company, constitute a violation of any applicable securities law.
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Exhibit&nbsp;B-3
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.&nbsp;Government Regulation</B>. Employee agrees that the shares of Common Stock that he/she
received pursuant to this Agreement shall not be sold, assigned, pledged, exchanged or
hypothecated, encumbered or disposed of in the absence of an effective registration statement for
issuance of the shares under the Securities Act of 1933, as amended (the &#147;<B>Act</B>&#148;) or an applicable
exemption form the registration requirements of the Act. Employee agrees that the shares of Common
Stock which he receives pursuant to the Agreement will not be sold or disposed of in any manner
which would constitute a violation of any other applicable securities laws, whether federal or
state.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.&nbsp;Binding Effect</B>. This Agreement shall be binding upon and inure to the benefit of any
successors to the Company and all persons lawfully claiming under Employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.&nbsp;Employment Relationship</B>. For purposes of this Agreement, Employee shall be considered to
be in the employment of the Company as long as Employee remains an employee of either the Company,
or a Subsidiary of the Company, or a corporation, partnership or other entity or a subsidiary of
such corporation, partnership or other entity assuming or substituting its securities for the
Common Stock or that is otherwise a successor to the Company. Nothing in the adoption of the Plan,
nor the award of the Restricted Shares thereunder pursuant to this Agreement, shall confer upon
Employee the right to continued employment by the Company or affect in any way the right of the
Company to terminate such employment at any time. Unless otherwise provided in a written
employment agreement or by applicable law, Employee&#146;s employment by the Company shall be on an
at-will basis, and the employment relationship may be terminated at any time by either the Employee
or the Company for any reason whatsoever, with or without cause. Any questions as to whether and
when there has been a termination of such employment, and the cause of such termination, shall be
determined by the Committee, and its determination shall be final.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>11.&nbsp;Governing Law</B>. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Texas.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>12.&nbsp;Entire Agreement; Amendment</B>. This Agreement replaces and merges all previous agreements
and discussions relating to the same or similar subject matters between Employee and the Company
and together with the Employment Agreement constitutes the entire agreement between Employee and
the Company with respect to the subject matter of this Agreement (i.e., this restricted share
grant). This Agreement may not be modified in any respect by any verbal statement, representation
or agreement made by any employee, officer, or representative of the Company or by any written
agreement unless signed by an officer of the Company who is expressly authorized by the Company to
execute such document. Except as provided below, any modification of this Agreement shall be
effective only if it is in writing and signed by both Employee and an authorized officer of the
Company. Notwithstanding anything in the Plan or this Agreement to the contrary, if the Committee
determines that the provisions of Section&nbsp;409A of the Code apply to this Agreement and that the
terms of this Agreement do not, in whole or in part, satisfy the requirements of such section, then
the Committee, in its sole discretion, may unilaterally modify this Agreement in such manner as it
deems appropriate to comply with such section and any regulations or guidance issued thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>13.&nbsp;Restriction on Transfer</B>. Any attempted transfer or disposition of Restricted Shares in
any manner that violates the Forfeiture Restrictions prior to their lapse or any other provisions
of this Agreement or the Plan shall be void. The Company shall not be required (i)&nbsp;to transfer on
its books any Restricted Shares purported to be transferred in violation of this Agreement or the
Plan or (ii)&nbsp;to treat as the owner of such Restricted Shares, to accord the right to vote such
Restricted Shares or to pay any dividends or distributions in respect of such Restricted Shares to
any transferee to whom such Restricted Shares have been transferred in violation of this Agreement
or the Plan.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Exhibit&nbsp;B-4
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>14.&nbsp;Notices</B>. Any notices or other communications provided for in this Agreement shall be
sufficient if in writing. In the case of Employee, such notices or communications shall be deemed
effectively delivered if hand delivered to Employee at its principal place of employment or if sent
by registered or certified mail, return receipt requested, postage paid, to Employee at the last
address Employee has filed with the Company. In the case of the Company, such notices or
communications shall be effectively delivered if sent by registered or certified mail to the
Company at its principal executive offices.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>15.&nbsp;Interpretation</B>. In the event of any conflict between the terms of this Agreement and the
Plan, the Plan shall control. Capitalized terms used in this Agreement that are not defined in the
body of this Agreement shall have the meanings attributed to such terms under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>16.&nbsp;Acknowledgements Regarding Section&nbsp;409A and Section&nbsp;422 of the Code</B>. Employee understands
that under certain circumstances changes to this Agreement or the terms of the grant of Restricted
Shares Employee may incur adverse tax consequences under Section&nbsp;409A and Section&nbsp;422 of the Code.
Employee acknowledges and agrees that (a)&nbsp;Employee is not relying upon any written or oral
statement or representation of the by the Company, its affiliates, or any of their respective
employees, directors, officers, attorneys or agents (collectively, the &#147;<B>Company Parties</B>&#148;) regarding
the tax effects associated with Employee&#146;s execution of this Agreement and his receipt, holding and
sale of the Restricted Shares, and (b)&nbsp;in deciding to enter into this Agreement, Employee is
relying on his own judgment and the judgment of the professionals of his choice with whom he has
consulted. Employee hereby releases, acquits and forever discharges the Company Parties from all
actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs
and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any
way related to the tax effects associated with Employee&#146;s execution of this Agreement and his
receipt, holding and sale of the Restricted Shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, the Company has caused this Agreement to be duly executed by its officer
thereunto duly authorized, and Employee has executed this Agreement, all as of the day and year
written below.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD colspan="5" valign="top" align="left"><B>GLOBAL INDUSTRIES, LTD.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>BY:</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>&#091;Name and title of Executive</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>&#091;Name&#093;</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Officer signing for the Company&#093;</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">Date:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Date:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Exhibit&nbsp;B-5
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;C</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>GLOBAL INDUSTRIES, LTD.</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>RESTRICTED STOCK AGREEMENT</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>&#091;Performance Based&#093;</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>AGREEMENT </B>made as of &#95;&#95;&#95;, 2006 &#091;to be the Commencement Date&#093; between GLOBAL INDUSTRIES,
LTD., a Louisiana corporation (the &#147;<B>Company</B>&#148;), and <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> (&#147;<B>Employee</B>&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To carry out the purposes of the GLOBAL INDUSTRIES, LTD. 2005 STOCK INCENTIVE PLAN (the
&#147;<B>Plan</B>&#148;) and in consideration of services performed by the Employee and the mutual agreements and
other matters set forth herein and in the Plan, the Company and the Employee hereby agree as
follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.&nbsp;Issuance of Common Stock</B>. The Company, pursuant to the Plan, has granted to Employee
20,000 shares of the common stock, $.01 par value per share, of the Company (&#147;<B>Common Stock</B>&#148;) as of
the date of this Agreement set out above (the &#147;<B>Date of Grant&#148;)</B>. The shares of Common Stock so
granted under this Agreement and the Plan shall be issued in Employee&#146;s name and subject to all the
terms, conditions and restrictions set forth in the Plan and this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.&nbsp;Forfeiture Restrictions</B>. The shares of Common Stock issued to Employee pursuant to this
Agreement shall not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred,
encumbered or disposed of (to the extent then subject to the Forfeiture Restrictions), and in the
event of the termination of Employee&#146;s employment with the Company for any reason, Employee shall,
for no consideration, forfeit and surrender such shares (to the extent then subject to the
Forfeiture Restrictions) to the Company. In addition, in the event that the number of Restricted
Shares with respect to which the Forfeiture Restrictions lapse in accordance with the provisions
below shall be less than the total number of Restricted Shares granted pursuant to this Agreement,
Participant shall, for no consideration, forfeit and promptly surrender to the Company the number
of Restricted Shares on which the Forfeiture Restrictions do not lapse. The prohibition against
transfer and the obligation to forfeit and surrender shares to the Company are herein referred to
as the &#147;<B>Forfeiture Restrictions</B>,&#148; and the shares which are then subject to the Forfeiture
Restrictions are herein sometimes referred to as &#147;<B>Restricted Shares</B>.&#148; The Forfeiture Restrictions
shall be binding upon and enforceable against any transferee of Restricted Shares. As soon as
administratively practicable after &#95;&#95;&#95;, 2008 &#091;second anniversary of grant&#093;, the Committee
shall determine whether and to the extent to which the performance criteria set forth on Appendix&nbsp;A
of this Agreement have been met. The Committee&#146;s determinations pursuant to the preceding sentence
shall be certified by the Committee in writing and delivered to the Secretary of the Company. For
purposes of the preceding sentence, approved minutes of the Committee meeting in which the
certification is made shall be treated as a written certification. At the time of such
certification and based on the Committee&#146;s determination, the number of Restricted Shares with
respect to which the Forfeiture Restrictions lapse shall be equal (in each case rounded up to the
nearest whole share) to (x)&nbsp;the Vesting Percentage (as defined in Appendix&nbsp;A) multiplied by (y)&nbsp;the
number of Restricted Shares. The Vesting Percentage shall be determined in accordance with
Appendix&nbsp;A hereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, the Forfeiture Restrictions on all Restricted Shares shall
lapse immediately (x)&nbsp;as of the date of termination if Employee&#146;s employment with the Company is
terminated by Employee pursuant to Section&nbsp;5(b)(i), (ii)&nbsp;or (iii)&nbsp;of that certain Employment
Agreement between Employee and the Company dated September 18, 2006 (the &#147;Employment Agreement&#148;)
or is terminated by the Company other than pursuant to Section&nbsp;5(a)(i), (ii)&nbsp;or (iii)&nbsp;of the
Employment Agreement and (y)&nbsp;as of the date of termination of Employee&#146;s employment with the
Company if Employee&#146;s employment is terminated by the Employee for &#147;<B>good reason</B>&#148; (as defined in the
Employment
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Exhibit&nbsp;C-1
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Agreement) within two years after the occurrence of a &#147;<B>change in control</B>&#148; (as defined in the
Employment Agreement) that occurs after the date hereof provided that Employee has been
continuously employed by the Company from the date of this Agreement to the date of such change in
control. The Restricted Shares shall be held in suspense during any period during which Employee
is on an authorized leave of absence from the Company. Upon Employee&#146;s return to employment with
the Company following the termination of such leave of absence, Employee may continue to vest in
such Restricted Shares in accordance with the provisions set forth herein and in the Plan, provided
that the period during which Employee was on an authorized leave of absence shall not be counted
and the lapse dates set forth above shall be extended by the period of Employee&#146;s leave of absence.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.&nbsp;Corporate Acts; Shares Received in Reorganization or Stock Split</B>. The existence of the
Restricted Shares shall not affect in any way the right or power of the Board or the shareholders
of the Company to make or authorize any adjustment, recapitalization, reorganization or other
change in the Company&#146;s capital structure or its business, any merger or consolidation of the
Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or
any sale, lease, exchange or other disposition of all or any part of its assets or business or any
other corporate act or proceeding. The prohibition against the transfer of the Restricted Shares
shall not apply to the transfer or exchange of Restricted Shares pursuant to a plan of
reorganization of the Company, but the Common Stock or securities or property received in exchange
therefor, and any Common Stock received as a result of a Common Stock split or Common Stock
dividend with respect to Restricted Shares, shall also become Restricted Shares subject to the
Forfeiture Restrictions and the provisions governing the lapse of such Forfeiture Restrictions
applicable to the original Restricted Shares. Each transfer agent for the Common Stock may be
instructed not to transfer shares granted hereunder except in accordance with the terms hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.&nbsp;Community Interest of Spouse</B>. The community interest, if any, of any spouse of Employee in
any of the Restricted Shares shall be subject to all other terms, conditions and restrictions of
this Agreement and the Plan, and shall be forfeited and surrendered to the Company upon the
occurrence of any of the events requiring Employee&#146;s interest in such Restricted Shares to be so
forfeited and surrendered pursuant to this Agreement or the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.&nbsp;Withholding of Tax</B>. To the extent that the receipt of the Common Stock or the lapse of any
Forfeiture Restrictions results in compensation income or wages to Employee for income tax
purposes, Employee shall deliver to the Company at the time of such receipt or lapse, as the case
may be, such amount of money as the Company may require to meet its obligation under applicable tax
laws or regulations. Employee may elect with respect to this Agreement to surrender or authorize
the Company to withhold shares of stock of the Company (valued at their fair market value on the
date of surrender or withholding of such shares) to satisfy any tax required to be withheld by
reason of compensation income resulting under this Agreement. An election pursuant to the
preceding sentence shall be referred to herein as a &#147;<B>Stock Withholding Election</B>.&#148; All Stock
Withholding Elections shall be made by written notice to the Company at its principal executive
office addressed to the attention of the Human Resources Department, Stock Plan Administrator. If
Employee is not a reporting person under Section&nbsp;16 of the Securities Exchange Act of 1934, as
amended (a &#147;<B>Section&nbsp;16 Person</B>&#148;), Employee may revoke such election by delivering to the Human
Resources Department, Stock Plan Administrator written notice of such revocation prior to the date
such election is implemented through actual surrender or withholding of shares of stock of the
Company (the &#147;<B>Withholding Date</B>&#148;). If Employee is a Section&nbsp;16 Person, the Stock Withholding
Election must:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) be irrevocable and made six months prior to the Withholding Date, or
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Exhibit&nbsp;C-2
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) (a)&nbsp;be approved by the Committee, either before or after such election is made,
(b)&nbsp;be made, and the Withholding Date occur, during a period beginning on the third business
day following the date of release by the Company for publication of quarterly and annual
summary statements of sales and earnings and ending on the twelfth business day following
such date, and (c)&nbsp;be made more than six months after the effective date of this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If Employee fails to pay the required amount to the Company or fails to make a Stock
Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if
Employee is not a Section&nbsp;16 Person, stock remuneration, including withholding any Restricted
Shares distributable to Employee under this Agreement) then or thereafter payable to Employee any
tax required to be withheld by reason of compensation income resulting under this Agreement or the
disposition of Common Stock acquired under this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.&nbsp;Tax Election</B>. If Employee makes the election authorized by section 83(b) of the Internal
Revenue Code of 1986, Employee shall submit to the Company a copy of the statement filed by
Employee to make such election.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.&nbsp;Certificates; Stock Power and Retention of Certificates</B>. A certificate evidencing the
Restricted Shares shall be issued by the Company in Employee&#146;s name, pursuant to which Employee
shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares,
including, without limitation, voting rights and the right to receive dividends (provided, however,
that dividends paid in shares of the Company&#146;s stock shall be subject to the Forfeiture
Restrictions). Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose
of the stock until the Forfeiture Restrictions have expired and a breach of the terms of this
Agreement shall cause a forfeiture of the Restricted Shares. Each certificate representing
Restricted Shares shall be conspicuously endorsed as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%; margin-right: 4%">The sale, assignment, pledge or other transfer of the shares of
Common Stock evidenced by this certificate is prohibited by the
terms and conditions of a Restricted Stock Agreement, a copy of
which is attached hereto and incorporated herein, and such shares
may not be sold, assigned, pledged or otherwise transferred except
as provided in such agreement.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company may require Employee to execute and deliver to the Company a stock power in blank with
respect to the Restricted Shares and may, in its sole discretion, determine to retain, directly or
through a depositary designated by the Company, possession of the certificates for shares with
respect to which the Forfeiture Restrictions have not lapsed. The Company shall have the right, in
its sole discretion, to exercise such stock power in the event that the Company becomes entitled to
shares pursuant to the provisions of Paragraph&nbsp;2 as a result of a termination of Employee&#146;s
employment with the Company. Upon the lapse of the Forfeiture Restrictions without forfeiture, the
Company shall cause a new certificate or certificates to be issued without legend (except for any
legend required pursuant to applicable securities laws or any other agreement to which Employee is
a party) in the name of Employee in exchange for the certificate evidencing the Restricted Shares.
However, the Company, in its sole discretion, may elect to deliver the certificate either in
certificate form or electronically to a brokerage account established for Employee&#146;s benefit at a
brokerage/financial institution selected by the Company. Employee agrees to complete and sign any
documents and take additional action that the Company may request to enable it to deliver the
shares on Employee&#146;s behalf. In addition, Employee agrees (i)&nbsp;that the certificates representing
the shares of Common Stock received pursuant to this Agreement may bear such legend or legends as
the Company deems appropriate in order to assure compliance with applicable securities laws, (ii)
that the Company may instruct its transfer agent, if any, to stop transfer of the
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->Exhibit C-3<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Restricted Shares received pursuant to this Agreement, and (iii)&nbsp;that the Company may refuse to
register the transfer of the Restricted Shares on the stock transfer records of the Company if such
proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of
counsel satisfactory to the Company, constitute a violation of any applicable securities law.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.&nbsp;Government Regulation</B>. Employee agrees that the shares of Common Stock that he/she
received pursuant to this Agreement shall not be sold, assigned, pledged, exchanged or
hypothecated, encumbered or disposed of in the absence of an effective registration statement for
issuance of the shares under the Securities Act of 1933, as amended (the &#147;<B>Act</B>&#148;) or an applicable
exemption form the registration requirements of the Act. Employee agrees that the shares of Common
Stock which he receives pursuant to the Agreement will not be sold or disposed of in any manner
which would constitute a violation of any other applicable securities laws, whether federal or
state.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.&nbsp;Binding Effect</B>. This Agreement shall be binding upon and inure to the benefit of any
successors to the Company and all persons lawfully claiming under Employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.&nbsp;Employment Relationship</B>. For purposes of this Agreement, Employee shall be considered to
be in the employment of the Company as long as Employee remains an employee of either the Company,
or a Subsidiary of the Company, or a corporation, partnership or other entity or a subsidiary of
such corporation, partnership or other entity assuming or substituting its securities for the
Common Stock or that is otherwise a successor to the Company. Nothing in the adoption of the Plan,
nor the award of the Restricted Shares thereunder pursuant to this Agreement, shall confer upon
Employee the right to continued employment by the Company or affect in any way the right of the
Company to terminate such employment at any time. Unless otherwise provided in a written
employment agreement or by applicable law, Employee&#146;s employment by the Company shall be on an
at-will basis, and the employment relationship may be terminated at any time by either the Employee
or the Company for any reason whatsoever, with or without cause. Any questions as to whether and
when there has been a termination of such employment, and the cause of such termination, shall be
determined by the Committee, and its determination shall be final.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>11.&nbsp;Governing Law</B>. <B>This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Texas.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>12.&nbsp;Entire Agreement; Amendment</B>. This Agreement replaces and merges all previous agreements
and discussions relating to the same or similar subject matters between Employee and the Company
and together with the Employment Agreement constitutes the entire agreement between Employee and
the Company with respect to the subject matter of this Agreement (i.e., this restricted share
grant). This Agreement may not be modified in any respect by any verbal statement, representation
or agreement made by any employee, officer, or representative of the Company or by any written
agreement unless signed by an officer of the Company who is expressly authorized by the Company to
execute such document. Except as provided below, any modification of this Agreement shall be
effective only if it is in writing and signed by both Employee and an authorized officer of the
Company. Notwithstanding anything in the Plan or this Agreement to the contrary, if the Committee
determines that the provisions of Section&nbsp;409A of the Code apply to this Agreement and that the
terms of this Agreement do not, in whole or in part, satisfy the requirements of such section, then
the Committee, in its sole discretion, may unilaterally modify this Agreement in such manner as it
deems appropriate to comply with such section and any regulations or guidance issued thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>13.&nbsp;Restriction on Transfer. </B>Any attempted transfer or disposition of Restricted Shares in
any manner that violates the Forfeiture Restrictions prior to their lapse or any other provisions
of this Agreement or the Plan shall be void. The Company shall not be required (i)&nbsp;to transfer on
its books any
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->Exhibit C-4<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Restricted Shares purported to be transferred in violation of this Agreement or the Plan or
(ii)&nbsp;to treat as the owner of such Restricted Shares, to accord the right to vote such Restricted
Shares or to pay any dividends or distributions in respect of such Restricted Shares to any
transferee to whom such Restricted Shares have been transferred in violation of this Agreement or
the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>14.&nbsp;Notices</B>. Any notices or other communications provided for in this Agreement shall be
sufficient if in writing. In the case of Employee, such notices or communications shall be deemed
effectively delivered if hand delivered to Employee at its principal place of employment or if sent
by registered or certified mail, return receipt requested, postage paid, to Employee at the last
address Employee has filed with the Company. In the case of the Company, such notices or
communications shall be effectively delivered if sent by registered or certified mail to the
Company at its principal executive offices.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>15.&nbsp;Interpretation</B>. In the event of any conflict between the terms of this Agreement and the
Plan, the Plan shall control. Capitalized terms used in this Agreement that are not defined in the
body of this Agreement shall have the meanings attributed to such terms under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>16.&nbsp;Acknowledgements Regarding Section&nbsp;409A and Section&nbsp;422 of the Code</B>. Employee understands
that under certain circumstances changes to this Agreement or the terms of the grant of Restricted
Shares Employee may incur adverse tax consequences under Section&nbsp;409A and Section&nbsp;422 of the Code.
Employee acknowledges and agrees that (a)&nbsp;Employee is not relying upon any written or oral
statement or representation of the by the Company, its affiliates, or any of their respective
employees, directors, officers, attorneys or agents (collectively, the &#147;<B>Company Parties</B>&#148;) regarding
the tax effects associated with Employee&#146;s execution of this Agreement and his receipt, holding and
sale of the Restricted Shares, and (b)&nbsp;in deciding to enter into this Agreement, Employee is
relying on his own judgment and the judgment of the professionals of his choice with whom he has
consulted. Employee hereby releases, acquits and forever discharges the Company Parties from all
actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs
and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any
way related to the tax effects associated with Employee&#146;s execution of this Agreement and his
receipt, holding and sale of the Restricted Shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, the Company has caused this Agreement to be duly executed by its officer
thereunto duly authorized, and Employee has executed this Agreement, all as of the day and year
written below.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>GLOBAL INDUSTRIES, LTD.</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="22%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>BY:</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#091;Name and title of Executive</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#091;Name&#093;</B></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Officer signing for the Company&#093;</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Date:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->Exhibit C-5<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Appendix&nbsp;A<BR>
Restricted Stock Agreement<BR>
(Performance Vesting Criteria)</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Appendix&nbsp;A to Exhibit&nbsp;C
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio --><!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;D</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INDEMNIFICATION AGREEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Indemnification Agreement (&#147;Agreement&#148;) is made as of the &#95;&#95;&#95; day of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2006
&#091;expected to be the Commencement Date&#093;, by and between Global Industries, Ltd., a Louisiana
corporation (the &#147;Company&#148;), and <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> (the &#147;Indemnitee&#148;).
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RECITALS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;The Indemnitee has agreed to serve as a director and/or an officer of the Company and/or,
at the request of the Company, in an Authorized Capacity (as defined below) of or for Another
Entity (as defined below). The Company believes that the Indemnitee&#146;s undertaking or continued
undertaking of such responsibilities is important to the Company and that the protection afforded
by this Agreement will enhance the Indemnitee&#146;s ability to discharge such responsibilities under
existing circumstances. The Indemnitee is willing, subject to certain conditions including without
limitation the execution and performance of this Agreement by the Company and the Company&#146;s
agreement to provide the Indemnitee at all times the broadest and most favorable (to Indemnitee)
indemnification permitted by applicable law (whether by legislative action or judicial decision),
to serve in that capacity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;In addition to the indemnification to which the Indemnitee may be entitled under the
Restated Articles of Incorporation of the Company (the &#147;Articles&#148;) and the By-Laws of the Company,
as amended (the &#147;By-Laws&#148;), the Company may obtain insurance protecting its officers and directors
and certain other persons (including the Indemnitee) against certain losses arising out of actual
or threatened actions, suits or proceedings to which such persons may be made or threatened to be
made parties (&#147;D&#038;O Insurance&#148;). The Company, however, may be unable to obtain such insurance, and,
if obtained, there can be no assurance as to the continuation or renewal thereof, or that any such
insurance will provide coverage for losses to which the Indemnitee may be exposed and for which he
may be permitted to be indemnified under the Louisiana Business Corporation Law (the &#147;LBCL&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Now, therefore, for and in consideration of the premises, the mutual promises hereinafter set
forth, the reliance of the Indemnitee hereon in agreeing to serve the Company or Another Entity in
his present capacity and in undertaking to serve the Company or Another Entity in any additional
capacity or capacities, the Company and the Indemnitee agree as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.&nbsp;</B><U><B>Continued Service</B></U>. The Indemnitee will serve as a director or an officer of the
Company or in each such Authorized Capacity of or for Another Entity, in each case so long as he is
duly elected and qualified to serve in such capacity or until he resigns or is removed. The
Indemnitee may at any time and for any reason resign from such position (subject to any contractual
obligations which Indemnitee shall have assumed apart from this Agreement) and neither the Company
nor any affiliate of the Company shall have any obligation under this Agreement (subject to any
contractual obligations which any of them shall have assumed apart from this agreement) to continue
the Indemnitee in any such position.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.&nbsp;</B><U><B>Initial Indemnity</B></U>. (a)&nbsp;The Company will indemnify the Indemnitee when he was or
is involved in any manner (including without limitation as a party or as a deponent or witness) or
is threatened to be made so involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, formal or informal, and any
appeals therefrom (a &#147;Proceeding&#148;) (other than a Proceeding by or in the right of the Company), by
reason of the fact that he is or was or had agreed to become a director, officer, employee or agent
of the Company, or is or was serving or had agreed to serve at the request of the Company as a
director, officer, partner, member, trustee, employee or agent (each an &#147;Authorized Capacity&#148;) of
another business, foreign or nonprofit corporation, partnership, joint venture, trust or other
enterprise (each &#147;Another Entity&#148;), or by reason of
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->Exhibit D-1<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">any action alleged to have been taken or omitted in such capacity, against any and all costs,
charges and expenses (including attorneys&#146; and others&#146; fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such Proceeding if the
Indemnitee acted in good faith and in a manner that he reasonably believed to be in, or not opposed
to, the best interests of the Company, and, with respect to any criminal Proceeding, the Indemnitee
had no reasonable cause to believe his conduct was unlawful. The termination of any Proceeding by
judgment, order, settlement, conviction or upon a plea of <I>nolo contendere </I>or its equivalent will
not, of itself, adversely affect the right of the Indemnitee to indemnification or create a
presumption that the Indemnitee did not meet the foregoing standard of conduct to the extent
applicable thereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company will indemnify the Indemnitee when he was or is involved in any manner
(including without limitation as a party, deponent or witness) or is threatened to be made so
involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by
reason of the fact that he is or was or had agreed to become a director, officer, employee or agent
of the Company, or is or was serving or had agreed to serve at the request of the Company in an
Authorized Capacity of or for Another Entity, against any and all costs, charges and expenses
(including attorneys&#146; and others&#146; fees), and amounts paid in settlement not exceeding, in the
judgment of the Board of Directors, the estimated expense of litigating the Proceeding to
conclusion, actually and reasonably incurred by him in connection with the defense or settlement of
such Proceeding if the Indemnitee acted in good faith and in a manner that he reasonably believed
to be in or not opposed to the best interests of the Company, except that no indemnification will
be made in respect of any claim, issue or matter as to which the Indemnitee shall have been
adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefor, to be
liable for willful or intentional misconduct in the performance of his duty to the Company unless,
and only to the extent, that the court in which the Proceeding was brought determines upon
application that, despite the adjudication of liability but in view of all circumstances of the
case, the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and
expenses which the court deems proper.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;To the extent that the Indemnitee has been successful on the merits or otherwise,
including without limitation the dismissal of a Proceeding without prejudice, in the defense of any
Proceeding referred to in Section 2(a) or Section 2(b) or in the defense of any claim, issue or
matter in any such Proceeding, the Company will indemnify him against any and all costs, charges
and expenses, including without limitation attorneys&#146; and others&#146; fees, actually and reasonably
incurred by him in connection therewith.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Any indemnification under Section&nbsp;2(a), Section 2(b) or Section 2(c) (unless ordered by a
court) will be made by the Company only as authorized in the specific case upon a determination, in
accordance with Section&nbsp;4, that such indemnification is proper in the circumstances because he has
met the applicable standards of conduct set forth in Section 2(a) and Section 2(b) (the
&#147;Indemnification Standards&#148;). Such determination will be made in the manner set forth in Section
4(b).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Any and all costs, charges and expenses, including without limitation attorneys&#146; and
others&#146; fees, actually and reasonably incurred by the Indemnitee in defending any Proceeding will
be paid by the Company as incurred and in advance of the final disposition of such Proceeding in
accordance with the procedure set forth in Section&nbsp;4(e).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Notwithstanding anything in this Agreement to the contrary, the Indemnitee will not be
entitled to indemnification or advancement of expenses pursuant hereto in connection with any
Proceeding initiated by the Indemnitee against the Company (except for any Proceeding initiated by
the Indemnitee pursuant to Section&nbsp;6) unless the Company has joined in or consented to the
initiation of such Proceeding.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->Exhibit D-2<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.&nbsp;</B><U><B>Additional Indemnification</B></U>. (a)&nbsp;Pursuant to Section&nbsp;12:83E of the LBCL, without
limiting any right which the Indemnitee may have under Section&nbsp;2, the Articles, the By-Laws, the
LBCL, any policy of insurance or otherwise, but subject to the limitations set forth in Section
2(f) and to any maximum permissible indemnity that may exist under applicable law at the time of
any request for indemnity hereunder as contemplated by this Section&nbsp;3(a), the Company will
indemnify the Indemnitee against any amount which he is or becomes legally obligated to pay
relating to or arising out of any claim made against him because of any act, failure to act or
neglect or breach of duty, including any actual or alleged error, omission, misstatement or
misleading statement, which he commits, suffers, permits or acquiesces in while acting in his
capacity as a director or officer of the Company, or, at the request of the Company, in an
Authorized Capacity of or for Another Entity. The payments which the Company is obligated to make
pursuant to this Section&nbsp;3 will include without limitation damages, judgments, amounts paid in
settlement, fines and reasonable charges, costs, expenses, including attorneys&#146; fees, expenses of
investigation, preparation, defense and settlement of Proceedings, and expenses of appeal,
attachment or similar bonds; <I>provided, however</I>, that the Company will not be obligated under this
Section 3(a) to make any payment in connection with any claim against the Indemnitee:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) to the extent of any fine or similar governmental imposition which the Company is
prohibited by applicable law from paying and which results from a final, nonappealable
order; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) to the extent based upon or attributable to the Indemnitee gaining in fact a
personal profit to which he was not legally entitled, including without limitation profits
made from the purchase and sale of equity securities of the Company which are recoverable by
the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended
(the &#147;Exchange Act&#148;), and profits arising from transactions in securities which were
effected in violation of Section 10(b) or Section 14(e) of the Exchange Act, including Rule
10b-5 or Rule&nbsp;14e-3 promulgated thereunder; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) to the extent such claim is the result of the Indemnitees&#146;s willful or
intentional misconduct.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The determination of whether the Indemnitee is entitled to indemnification under this Section 3(a)
shall be made in accordance with Section&nbsp;4(b).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Any and all costs, charges and expenses, including without limitation attorneys&#146; and
others&#146; fees, actually and reasonably incurred by the Indemnitee in connection with any claim for
which the Indemnitee may be entitled to indemnification pursuant to Section 3(a) will be paid by
the Company as incurred and in advance of the final disposition thereof in accordance with the
procedure set forth in Section&nbsp;4(e).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.&nbsp;</B><U><B>Certain Procedures Relating to Indemnification and Advancement of Expenses</B></U>. (a)
Except as otherwise permitted or required by the LBCL, for purposes of pursuing his rights to
indemnification under Section&nbsp;2(a), Section&nbsp;2(b), Section 2(c) or Section&nbsp;3(a), as the case may be,
the Indemnitee shall submit to the Company (to the attention of the Secretary) a statement of
request for indemnification substantially in the form of Exhibit&nbsp;1 attached hereto (the
&#147;Indemnification Statement&#148;) stating that he believes that he is entitled to indemnification
pursuant to this Agreement, together with such documents supporting the request as are reasonably
available to the Indemnitee and are reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification hereunder (the &#147;Supporting Documentation&#148;). Upon
receipt of any Indemnification Statement the Company will promptly advise the Board of Directors of
the Company (the &#147;Board&#148;) in writing that the Indemnitee has requested indemnification.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->Exhibit D-3<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Indemnitee&#146;s entitlement to indemnification under Section&nbsp;2(a), Section&nbsp;2(b), Section
2(c) or Section&nbsp;3(a), as the case may be, will be determined promptly following a claim by the
Indemnitee for indemnification thereunder, and in any event not more than 30 calendar days after
receipt by the Company of such Indemnification Statement and Supporting Documentation. The
Indemnitee&#146;s entitlement to indemnification under 2(a) or Section 2(b) will, subject to the next
sentence, be made in one of the following ways: (i)&nbsp;by the Board by a majority vote of a quorum
consisting of directors who are or were not parties to such Proceeding or claim (&#147;Disinterested
Directors&#148;), or (ii)&nbsp;by written opinion of independent legal counsel selected by a majority of the
Disinterested Directors (or, if there are no Disinterested Directors or a majority vote thereof is
not obtainable, by a majority of the entire Board) and to which the Indemnitee does not reasonably
object, if a quorum of the Board consisting of Disinterested Directors is not obtainable and the
Board so directs or, even if obtainable, the quorum of Disinterested Directors so directs, or (iii)
by the stockholders of the Company (but only if a majority of Disinterested Directors, if they
constitute a quorum of the Board, presents the issue of entitlement to indemnification to the
stockholders of the Company for their determination), or (iv)&nbsp;as deemed to have been determined in
accordance with Section&nbsp;4(c). The Indemnitee&#146;s entitlement to indemnification under Section&nbsp;2(c),
Section 3(a) or, in the event of a Change of Control (as hereinafter defined), under Section 2(a)
or Section 2(b) will be determined by written opinion of independent legal counsel selected by the
Indemnitee. Independent legal counsel selected as described above will be a law firm or member of
a law firm (x)&nbsp;that neither at the time in question nor in the five years immediately preceding
such time has been retained to represent (A)&nbsp;the Company (or any of its affiliates) or the
Indemnitee in any matter material to either such party or (B)&nbsp;any other party to the Proceeding or
claim giving rise to a claim for indemnification under this Agreement, (y)&nbsp;that, under the
applicable standards of professional conduct then prevailing under the law of the State of
Louisiana, would not be precluded from representing either the Company or the Indemnitee in an
action to determine the Indemnitee&#146;s rights under this Agreement and (z)&nbsp;to which the Indemnitee or
the Company, acting therein through a majority of the Disinterested Directors or, if there are no
Disinterested Directors, by a majority of the entire Board, does not reasonably object. If the
Company or the Indemnitee reasonably objects to such independent legal counsel the Company, acting
therein as hereinbefore provided, or the Indemnitee shall select another independent legal counsel
subject to similar reasonable objection until there is no further such objection to such
independent legal counsel. The Company will pay the fees and expenses of such independent legal
counsel.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Submission of an Indemnification Statement and Supporting Documentation to the Company
pursuant to Section 4(b) will create a presumption that the Indemnitee is entitled to
indemnification under Section&nbsp;2(a), Section&nbsp;2(b), Section 2(c) or Section&nbsp;3(a), as the case may be,
and thereafter the Company will have the burden of proof to overcome that presumption in reaching a
contrary determination. In any event, the Indemnitee will be deemed to be entitled to
indemnification under Section&nbsp;2(a), Section&nbsp;2(b), Section 2(c) or Section 3(a) herein unless,
within the 30-calendar day period following receipt by the Company of such Indemnification
Statement and Supporting Documentation, the person or persons empowered under Section 4(b) to
determine the Indemnitee&#146;s entitlement to indemnification have been appointed and have made a
determination, based upon clear and convincing evidence (sufficient to rebut the foregoing
presumption), that the Indemnitee is not entitled to such indemnification and the Indemnitee has
received notice within such period in writing of such determination. The foregoing notice shall
(i)&nbsp;disclose with particularity the evidence in support of such determination and (ii)&nbsp;be sworn to
by all persons who participated in the determination and voted to deny indemnification or, if such
determination was made by independent legal counsel, include a signed copy of the related written
opinion of such counsel. The provisions of this Section 4(c) are intended to be procedural only;
any determination pursuant to this Section 4(c) that the Indemnitee is not entitled to
indemnification and any related failure to make the payments requested in the Indemnification
Statement will be subject to review as provided in Section&nbsp;6.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->Exhibit D-4<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If a determination is made or deemed to have been made pursuant to this Section&nbsp;4 that the
Indemnitee is entitled to indemnification, the Company will pay to the Indemnitee the amounts to
which the Indemnitee is entitled within five business days after such determination of entitlement
to indemnification has been made or deemed to have been made.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;In order to obtain advancement of expenses pursuant to Section&nbsp;2(e), the Indemnitee will
submit to the Company a written undertaking substantially in the form of Exhibit&nbsp;2 attached hereto,
executed personally or on his behalf (the &#147;Undertaking&#148;), stating that (i)&nbsp;he has incurred or will
incur actual expenses in defending a Proceeding and (ii)&nbsp;he undertakes to repay such amounts
advanced as to which it may ultimately be determined that the Indemnitee is not entitled. In order
to obtain advancement of expenses pursuant to Section&nbsp;3(b), the Indemnitee may submit an
Undertaking or, if the Indemnitee chooses not to submit an Undertaking, shall submit such other
form of request as he determines to be appropriate (an &#147;Expense Request&#148;). Upon receipt of an
Undertaking or Expense Request, as the case may be, the Company will within 5 business days make
payment of the costs, charges and expenses stated in the Undertaking or Expense Request. No
security will be required in connection with any Undertaking or Expense Request and any Undertaking
or Expense Request will be accepted, and all such payments shall be made, without reference to the
Indemnitee&#146;s ability to make repayment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.&nbsp;</B><U><B>Duplication of Payments</B></U>. The Company will not be liable under this Agreement to
make any payment in connection with any claim made against the Indemnitee to the extent the
Indemnitee has actually received payment (under any insurance policy, the Articles, the By-Laws,
the LBCL or otherwise) of the amount otherwise payable hereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.&nbsp;</B><U><B>Enforcement</B></U>. (a)&nbsp;If a claim for indemnification or advancement of expenses made
to the Company pursuant to Section&nbsp;4 is not timely paid in full by the Company as required by
Section&nbsp;4, the Indemnitee will be entitled to seek judicial enforcement of the Company&#146;s
obligations to make such payments. If a determination is made pursuant to Section&nbsp;4 that the
Indemnitee is not entitled to indemnification or advancement of expenses hereunder, (i)&nbsp;the
Indemnitee may at any time thereafter seek an adjudication of his entitlement to such
indemnification or advancement either, at the Indemnitee&#146;s sole option, in (A)&nbsp;an appropriate court
of the State of Louisiana or any other court of competent jurisdiction or (B)&nbsp;an arbitration to be
conducted by a single arbitrator pursuant to the rules of the American Arbitration Association,
(ii)&nbsp;any such judicial proceeding or arbitration will be <I>de novo </I>and the Indemnitee will not be
prejudiced by reason of such prior adverse determination, and (iii)&nbsp;in any such judicial proceeding
or arbitration the Company will have the burden of proving that the Indemnitee is not entitled to
indemnification or advancement of expenses under this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company will be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to the provisions of Section 6(a) that the procedures and presumptions of this
Agreement are not valid, binding and enforceable and will stipulate in any such court or before any
such arbitrator that the Company is bound by all the provisions of this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;In any action brought under Section&nbsp;6(a), it will be a defense to a claim for
indemnification pursuant to Section 2(a) or Section 2(b) (but not an action brought to enforce a
claim for costs, charges and expenses incurred in defending any Proceeding in advance of its final
disposition where the Undertaking, if any is required, has been tendered to the Company) that the
Indemnitee has not met the standards of conduct which make it permissible under the LBCL for the
Company to indemnify the Indemnitee for the amount claimed, but the burden of proving such defense
will be on the Company. Neither the failure of the Company (including any person or persons
empowered under Section 4(b) to determine the Indemnitee&#146;s entitlement to indemnification) to have
made a determination as to the propriety of indemnification of the Indemnitee hereunder prior to
commencement of such action nor an actual determination by the Company (including any person or
persons empowered under Section 4(b) to
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->Exhibit D-5<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">determine the Indemnitee&#146;s entitlement to indemnification) that the Indemnitee has not met the
applicable standard of conduct hereunder will be a defense to the action or create a presumption
that the Indemnitee has not met the applicable standard of conduct.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;It is the intent of the Company that the Indemnitee shall not be required to incur the
expenses associated with the enforcement of his rights under this Agreement by litigation or other
legal action because the cost and expense thereof would substantially detract from the benefits
intended to be extended to the Indemnitee hereunder. Accordingly, if it should appear to the
Indemnitee that the Company has failed to comply with any of its obligations under this Agreement,
or if the Company or any other person takes any action to declare this Agreement void or
unenforceable or institutes any action, suit or proceeding designed (or having the effect of being
designed) to deny, or to recover from, the Indemnitee the benefits intended to be provided to the
Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain
counsel of his choice, at the expense of the Company as hereafter provided, to represent the
Indemnitee in connection with the initiation or defense of any litigation or other legal action,
whether by or against the Company or any director, officer, stockholder or other person affiliated
with the Company, in any jurisdiction. Regardless of the outcome thereof, the Company will pay and
be solely responsible for any and all costs, charges and expenses, including without limitation
attorneys&#146; and others&#146; fees, incurred by the Indemnitee (i)&nbsp;as a result of the Company&#146;s failure to
perform this Agreement or any provision hereof or (ii)&nbsp;as a result of the Company or any person
contesting the validity or enforceability of this Agreement or any provision hereof as aforesaid.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.&nbsp;</B><U><B>Liability Insurance and Funding</B></U>. If the Company obtains D&#038;O Insurance, the Company
will use its best efforts, subject to commercial reasonability, to maintain such insurance in force
at the Company&#146;s sole expense. To the extent that the Company obtains or maintains D&#038;O Insurance,
the Indemnitee will be covered by such policy or policies, in accordance with its or their terms,
to the maximum extent of the coverage available for a director or officer of the Company or a
person serving at the request of the Company in an Authorized Capacity of or for Another Entity, as
the case may be. The Company may, but shall not be required to, create a trust fund, grant a
security interest or use other means (including without limitation a letter of credit) to ensure
the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance
expenses pursuant to this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.&nbsp;</B><U><B>Fundamental Change or Change of Control</B></U>. (a)&nbsp;If the Company sells or otherwise
disposes of all or substantially all of its assets or is a constituent corporation in a
consolidation, merger or other business combination transaction or if there is a Change of Control
(as defined below) of the Company, (i)&nbsp;the Company will require (if it is not the surviving,
resulting or acquiring corporation therein) the surviving, resulting or acquiring corporation
expressly to assume the Company&#146;s obligations under this Agreement and to agree to indemnify the
Indemnitee to the full extent provided herein and (ii)&nbsp;whether or not the Company is the resulting,
surviving or acquiring corporation in any such transaction (or Change of Control), the Indemnitee
will also stand in the same position under this Agreement with respect to the resulting, surviving
or acquiring corporation as he would have with respect to the Company if the transaction (or Change
of Control) had not occurred.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company agrees that, if there is a Change of Control of the Company (other than a
Change of Control which has been approved by a majority of the Company&#146;s Board who were directors
immediately prior to such Change of Control), then with respect to all matters thereafter arising
concerning the rights of the Indemnitee to indemnity payments and advancement of expenses under
this Agreement or any other agreement or Articles or Bylaw provision now or hereafter in effect,
the Company shall seek legal advice only from independent legal counsel selected as provided in
Section&nbsp;4(b). Such counsel, among other things, shall render its written opinion to the Company
and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified
under
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->Exhibit D-6<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">applicable law. The Company agrees to pay the reasonable fees of such independent legal
counsel and to indemnify such counsel fully against any and all expenses (including attorneys&#146;
fees), claims, liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;For purposes of this Agreement, a &#147;Change of Control&#148; shall be deemed to have occurred if
(i)&nbsp;any &#147;person&#148; (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) together
with its affiliates or a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or a corporation owned directly or indirectly by the stockholders of the
Company in substantially the same proportions as their ownership of stock of the Company, is or
becomes the &#147;beneficial owner&#148; (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 50% or more of the combined voting power
represented by the Company&#146;s then outstanding Voting Securities, or (ii)&nbsp;the individuals who
constitute the Board on the date of this Agreement (the &#147;Incumbent Board&#148;) cease for any reason to
constitute at least a majority thereof (provided that any person who becomes a director subsequent
to the date of this Agreement whose election or nomination for election by the Company&#146;s
stockholders was approved by a vote of at least 80% of the directors comprising the Incumbent Board
shall be considered as though such person were a member of the Incumbent Board, (iii)&nbsp;or the
stockholders of the Company approve a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the Voting Securities of
the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Securities of the surviving entity) at least a
majority of the combined voting power represented by the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or (iv)&nbsp;the
stockholders of the Company approve a plan of complete liquidation of the Company or (v)&nbsp;an
agreement for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all the Company&#146;s assets.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.&nbsp;</B><U><B>Partial Indemnity</B></U>. If the Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of the costs, charges, expenses,
judgments, fines and amounts paid in settlement of a Proceeding but not, however, for the total
amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to
which the Indemnitee is entitled.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.&nbsp;</B><U><B>Nonexclusivity and Severability</B></U>. (a)&nbsp;The right to indemnification and advancement
of expenses provided by this Agreement is not exclusive of any other right to which the Indemnitee
may be entitled under the Articles, the By-Laws, the LBCL, any other statute, insurance policy,
agreement, vote of stockholders or of directors or otherwise, both as to actions in his official
capacity and as to actions in another capacity while holding such office, and will continue after
the Indemnitee has ceased to serve as a director or officer of the Company or in an Authorized
Capacity in or for Another Entity and will inure to the benefit of his heirs, executors and
administrators; <I>provided, however, </I>that to the extent the Indemnitee otherwise would have any
greater right to indemnification or advancement of expenses under any provision of the Articles or
By-Laws as in effect on the date hereof, the Indemnitee will be deemed to have such greater right
pursuant to this Agreement; and, <I>provided further, </I>that inasmuch as it is the intention of the
Company to provide the Indemnitee with the broadest and most favorable (to the Indemnitee)
indemnity permitted by applicable law (whether by legislative action or judicial decision), to the
extent that the LBCL currently permits or in the future permits (whether by legislative action or
judicial decision) any greater right to indemnification or advancement of expenses than that
provided under this Agreement as of the date hereof, the Indemnitee will automatically, without the
necessity of any further action by the Company or the Indemnitee, be deemed to have such greater
right pursuant to this Agreement. Similarly, the Indemnitee shall have the benefit of any future
changes to the Articles or the By-Laws which grant or permit any greater right to indemnification
or advancement of expenses.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->Exhibit D-7<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company will not adopt any amendment to the Articles or By-Laws the effect of which
would be to deny, diminish or encumber the Indemnitee&#146;s rights to indemnity pursuant to the
Articles of Incorporation of the Company, By-Laws, the LBCL or any other applicable law as applied
to any act or failure to act occurring in whole or in part prior to the date upon which any such
amendment was approved by the Board or the stockholders, as the case may be. Notwithstanding the
foregoing, in the event that the Company adopts any amendment to the Articles or By-Laws the
purported effect of which is to so deny, diminish or encumber the Indemnitee&#146;s rights to such
indemnity, such amendment will apply only to acts or failures to act occurring entirely after the
effective date thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;If any provision or provisions of this Agreement are held to be invalid, illegal or
unenforceable for any reason whatsoever: (i)&nbsp;the validity, legality and enforceability of the
remaining provisions of this Agreement (including without limitation all portions of any paragraph
of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
are not themselves invalid, illegal or unenforceable) will not in any way be affected or impaired
thereby and (ii)&nbsp;to the fullest extent possible, the provisions of this Agreement (including
without limitation all portions of any paragraph of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) will be construed so as to give effect to the intent manifested by the provision
held invalid, illegal or unenforceable. No claim or right to indemnity or advancement of expenses
pursuant to Section&nbsp;3 hereof shall in any way affect or limit any right which the Indemnitee may
have under Section&nbsp;2 hereof, the Articles, the By-Laws, the LBCL, any policy of insurance or
otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>11.&nbsp;</B><U><B>Governing Law</B></U>. This Agreement will be governed by and construed in accordance
with the laws of the State of Louisiana, without giving effect to the principles of conflict of
laws thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>12.&nbsp;</B><U><B>Modification; Survival</B></U>. This Agreement contains the entire agreement of the
parties relating to the subject matter hereof; <I>provided, however, </I>that this provision shall not be
construed to affect the Company&#146;s obligations to the Indemnitee under the Articles or the By-Laws.
This Agreement may be modified only by an instrument in writing signed by both parties hereto. The
provisions of this Agreement will survive the death, disability, or incapacity of the Indemnitee
or the termination of the Indemnitee&#146;s service as a director or an officer of the Company or in an
Authorized Capacity of or for Another Entity and will inure to the benefit of the Indemnitee&#146;s
heirs, executors and administrators.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>13.&nbsp;</B><U><B>Certain Terms</B></U>. For purposes of this Agreement, references to a person&#146;s capacity
as a &#147;director&#148; shall include without limitation such person&#146;s capacity as a member of any
committee appointed by the board of which such person is a director; references to &#147;Another Entity&#148;
will include employee benefit plans; references to &#147;fines&#148; will include any excise taxes assessed
on the Indemnitee with respect to any employee benefit plan; and references to &#147;serving at the
request of the Company&#148; will include any service in any capacity which imposes duties on, or
involves services by, the Indemnitee with respect to an employee benefit plan, its participants or
beneficiaries; references to Sections or Exhibits are to Sections or Exhibits of or to this
Agreement; references to the singular will include the plural and vice versa; and if the Indemnitee
acted in good faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan he will be deemed to have acted in a
&#147;manner not opposed to the best interests of the Company&#148; as referred to herein; references to
&#147;Voting Securities&#148; shall mean any securities of the Company which vote generally in the election
of directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>14.&nbsp;</B><U><B>Joint Defense</B></U>. Notwithstanding anything to the contrary contained herein, if (a)
the Indemnitee elects to retain counsel in connection with any Proceeding or claim in respect of
which indemnification may be sought by the Indemnitee against the Company pursuant to this
Agreement and (b)&nbsp;any other director or officer of the Company or person serving at the request of
the Company in an
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->Exhibit D-8<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Authorized Capacity of or for Another Entity may also be subject to liability arising out of
such Proceeding or claim and in connection with such Proceeding or claim seeks indemnification
against the Company pursuant to an agreement similar to this Agreement, the Indemnitee, together
with such other persons, will employ counsel to represent jointly the Indemnitee and such other
persons unless the Indemnitee determines that such joint representation would be precluded under
the applicable standards of professional conduct then prevailing under the law of the State of
Louisiana, in which case the Indemnitee will notify the Company (to the attention of the Secretary)
thereof and will be entitled to be represented by separate counsel.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>15.&nbsp;</B><U><B>Express Negligence Acknowledgment</B></U>. Without limiting or enlarging the scope of the
indemnification obligations set forth in this Agreement, the Indemnitee will be entitled to
indemnification hereunder in accordance with the terms hereof, regardless of whether the claim
giving rise to such indemnification obligation is the result of the sole, concurrent or comparative
negligence, or strict liability, of the Indemnitee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, the parties hereto have duly executed this Agreement as of the date first
above written.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="55%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>GLOBAL INDUSTRIES, LTD.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>INDEMNITEE</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->Exhibit D-9<!-- /Folio -->
</DIV>

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