AMENDMENT TO AGREEMENT
Exhibit 10.1
This Amendment to Agreement, effective as of December 5, 2008 (the “Effective Date”) amends
that certain Agreement, effective as of September 18, 2006, by and between Global Industries, Ltd.,
a Louisiana corporation (hereinafter referred to as the “Company”), and Xxxxxxx X. Xxxx, an
individual (hereinafter referred to as “Xx. Xxxx”) (“Original Agreement”).
W
I T N E S S E T H:
WHEREAS, the Board of Directors of the Company (the “Board”) has asked Xx. Xxxx to serve as a
director of the Company;
WHEREAS, in connection with Xx. Xxxx’x agreement to join the Board, Xx. Xxxx and the Company
desire to amend the Original Agreement as set forth herein (“Amendment”);
NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Xx. Xxxx
and the Company agree as follows:
1. Amendments. The Original Agreement is amended as follows:
(a) Subsection (b) of Section 2 of the Original Agreement is amended to replace “April
30, 2010” with “April 30, 2011.”
(b) Clause (i) of Subsection (c) of Section 2 of the Original Agreement is amended to
replace the reference to “35 months” with “47 months.”
(c) Clause (ii) of Subsection (c) of Section 2 of the Original Agreement is deleted in
its entirety and the following shall replace such clause (ii) of Subsection (c) of Section 2
of the Original Agreement:
“(ii) an office fee, payable annually in advance, at an annual rate of $175,000
to cover office space and related services for Xx. Xxxx (the first annual payment of
$175,000 shall be due and payable on the first business day following the date for
his ceasing to maintain an office in the Company’s offices mutually agreed between
Xx. Xxxx and the Company, subsequent payments of $175,000 shall be made on the
second, third and fourth anniversary of such date and a final payment (equal to
$175,000 multiplied by a fraction, the numerator of which shall be the number of
months remaining between the date payment is due and April 30, 2011 and the
denominator of which is 12) shall be paid on the fifth anniversary of such date),
and”
(d) Clause (y) of Subsection (c) of Section 2 of the Original Agreement is deleted in
its entirety and the following shall replace such clause (y) of Subsection (c) of Section 2
of the Original Agreement:
“(y) the cost or expense then payable by senior executives of the Company for
Medical Benefits and the Company further agrees to continue Xx. Xxxx’x eligibility
for Medical Benefits under the Company’s group health plan in effect from time to
time after the COBRA coverage expires until eligibility for Medical Benefits under
the Company’s group health plan as in effect from time to time after the COBRA
coverage expires and until the death of Xx. Xxxx and with respect to his Covered
Dependent until the later to occur of April 30, 2011 and Xx. Xxxx’x death provided
that in each case Xx. Xxxx (or his estate) continues to pay to the Company monthly
the amount specified in clause (y); and provided further, that (1) if Xx. Xxxx
becomes re-employed with another employer and is eligible to receive medical
benefits under another employer provided plan, the Medical Benefits shall be
secondary to those provided under such other plan during such applicable period of
eligibility and (2) upon Xx. Xxxx becoming eligible to receive Medicare benefits,
the Medical Benefits shall be primary to Medicare during the Consulting Period but
thereafter the Medical Benefits shall be secondary to those provided by Medicare to
the extent permitted by law.”
(e) Subsection (a) of Section 4 is amended to replace “April 30, 2010” with “April 30,
2011” in both places where it appears in such subsection
2. Outside Director Fees. Nothing in the Original Agreement or this Amendment shall
limit or restrict Xx. Xxxx’x right to receive the compensation and benefits provided from time to
time to outside directors during any period of time when Xx. Xxxx is then serving as an outside
director
3. Use of Company Aircraft. While Xx. Xxxx is serving as a member of the Board he
shall be entitled to use the Company’s aircraft including for personal travel in accordance with
the Company’s policies and Xx. Xxxx agrees to promptly pay to the Company all fees and charges in
accordance with the Company’s policy.
4. Remainder of Agreement Not Affected. Except as set forth in Section 1 hereof, the
terms and provisions of the Original Agreement shall remain in full force and effect and are hereby
ratified and confirmed.
5. Definitions, References.
(a) Unless otherwise specifically defined herein, each term used herein which is
defined in the Original Agreement shall have the meaning assigned to such term in the
Original Agreement.
(b) On and after the effective date of this Amendment (i) all references in the
Original Agreement to the Original Agreement shall be deemed to refer to the Original
Agreement as amended by this Amendment, and (ii) all references to “hereof,” “hereunder,”
“herein,” “hereby” and other similar references contained in the Original Agreement as well
as
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each reference to “this Agreement” and each other similar reference contained in the
Original Agreement shall refer to the Original Agreement, as amended.
6. Counterparts. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.
| GLOBAL INDUSTRIES, LTD. | ||||||
| By: | /s/ Xx Xxxxxx
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| /s/ Xxxxxxx X. Xxxx
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