AMENDMENT TO
AMENDMENT
TO
1995
LONG TERM INCENTIVE PLAN OF
HELIX
ENERGY SOLUTIONS GROUP, INC.
THIS AGREEMENT by Helix Energy
Solutions Group, Inc.,
W
I T N E S S E T H:
WHEREAS, the Board of
Directors of Helix Energy Solutions Group, Inc. (the “Board of Directors”)
previously adopted the 1995 Long Term Incentive Plan of Helix Energy Solutions
Group, Inc. (the “Plan”);
WHEREAS, the Board of
Directors reserved the right in Section 10 to amend the Plan;
and
WHEREAS, the Board of
Directors has determined to amend the Plan to bring the Plan into documentary
compliance with section 409A of the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE, the Board of
Directors agrees that effective January 1, 2009, the Plan is amended by
adding thereto the following new Section 18 at the end thereof:
18 Compliance With Section
409A. Awards shall be designed, granted and administered in
such a manner that they are either exempt from the application of, or comply
with, the requirements of section 409A of the Code and the rules and regulations
issued thereunder by the Department of Treasury (collectively, “Section
409A”). Each Award Agreement for an Award that is intended to
comply with the requirements of Section 409A shall be construed and interpreted
in accordance with such intention. If the Committee determines that an Award,
Award Agreement, payment, distribution, deferral election, transaction, or any
other action or arrangement contemplated by the provisions of the Plan would, if
undertaken or implemented, cause a Holder to become subject to additional taxes
under Section 409A, then unless the Committee specifically provides otherwise,
such Award, Award Agreement, payment, distribution, deferral election,
transaction or other action or arrangement shall not be given effect to the
extent it causes such result and the related provisions of the Plan and/or Award
Agreement will be deemed modified, or, if necessary, suspended in order to
comply with the requirements of Section 409A to the extent determined
appropriate by the Committee, in each case without the consent of or notice to
the Holder. The exercisability of an Option shall not be extended to
the extent that such extension would subject the Holder to additional taxes
under Section 409A.
Adopted
by the Board of Directors
on
December 11, 2008
