AMENDMENT TO HELIX ENERGY SOLUTIONS GROUP, INC.
AMENDMENT
TO
HELIX
ENERGY SOLUTIONS GROUP, INC.
2005
LONG TERM INCENTIVE PLAN
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 Helix Energy Solutions Group, Inc. 2005 Long Term
Incentive Plan (the “Plan”);
WHEREAS, the Compensation
Committee of the Board of Directors reserved the right in Section 9.1 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
Compensation Committee of the Board of Directors agrees that effective
January 1, 2009, Article X of the Plan is amended by adding thereto
the following new Section 10.18 at the end thereof:
10.18 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. 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 Compensation Committee
of
the Board of Directors
on
October 28, 2008
