AMENDMENT NO. 2 TO AGREEMENT
Exhibit 10.1
AMENDMENT NO. 2 TO AGREEMENT
This Amendment No. 2 to Agreement, effective as of February 23, 2011 (the “Effective Date”)
(this “Amendment No. 2”), amends that certain Agreement, effective as of September 18, 2006,
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”) (the “Original
Agreement”), as subsequently amended by that certain Amendment to Agreement, effective as of
December 5, 2008 (“Amendment No. 1” and together with the Original Agreement, the “Agreement”).
W I T N E S S E T H:
WHEREAS, Xx. Xxxx and the Company desire to amend the Agreement as set forth herein;
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 Agreement is amended as follows: |
Clause (iii) of Subsection (c) of Section 2 of the Agreement is hereby deleted in its entirety
and the following shall replace such clause (iii) of Subsection (c) of Section 2 of the Agreement:
“(iii) provided that Xx. Xxxx has timely elected under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”) to continue the medical benefits (the “Medical
Benefits”) for Xx. Xxxx and his spouse on the Retirement Date, if she was covered as of the
Retirement Date, under the Company’s group health plan as in effect on the Retirement Date,
reimbursement monthly of (x) the amount of the COBRA premium paid by Xx. Xxxx less (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 Dependents
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. “Covered Dependant” shall mean Xx. Xxxx’x spouse on his
Retirement Date and shall
mean any other legal spouse of Xx. Xxxx at the time he is covered for
health insurance as provided herein or at the time of his death.”
2. | Remainder of Agreement Not Affected. Except as set forth in Section 1 hereof, the terms and provisions of the Agreement shall remain in full force and effect and are hereby ratified and confirmed. | ||
3. | Definitions References |
(a) | Unless otherwise specifically defined herein, each term used herein which is defined in the Agreement shall have the meaning assigned to such term in the Agreement. | ||
(b) | On and after the effective date of this Amendment No. 2 (i) all references in the Agreement to the Agreement shall be deemed to refer to the Agreement as amended by this Amendment No. 2, and (ii) all references to “hereof”, “hereunder”, “herein”, “hereby” and other similar references contained in the Agreement as well as each reference to “this Agreement” and each other similar reference contained in the Agreement shall refer to the Agreement, as amended by this Amendment No. 2. |
4. | Counterparts. This Amendment No. 2 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 No. 2 as of the Effective Date.
GLOBAL INDUSTRIES, LTD. |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Lead Director | |||
/s/ Xxxxxxx X. Xxxx | ||||
Xxxxxxx X. Xxxx | ||||