0001364100-08-000011 Sample Contracts

SEVERANCE AND CHANGE OF CONTROL AGREEMENT
Severance and Change of Control Agreement • February 29th, 2008 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas

This Severance and Change of Control Agreement (“Agreement”) between Cal Dive International, Inc., a Delaware corporation (the “Company”), and Quinn J. Hébert (the “Executive”) is dated as of January 1, 2008 (the “Agreement Date”).

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RESTRICTED STOCK AWARD AGREEMENT Cal Dive International, Inc. 2006 Long Term Incentive Plan
Restricted Stock Award Agreement • February 29th, 2008 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas

This Restricted Stock Award Agreement (the “Agreement”) is made by and between Cal Dive International, Inc. (“Company”) and (“Employee”) effective as of February 27, 2008 (“Grant Date”), pursuant to the Cal Dive International, Inc. 2006 Long Term Incentive Plan, (the “Plan”), which is incorporated by reference herein in its entirety.

AMENDMENT NO. 1 TO RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 29th, 2008 • Cal Dive International, Inc. • Oil & gas field services, nec

This Amendment No. 1 to Restricted Stock Award Agreement (the “Agreement”) is made by and among Cal Dive International, Inc. (the “Company”) and Quinn J. Hébert, Scott T. Naughton, G. Kregg Lunsford and Lisa Manget Buchanan (each an “Employee,” and collectively “Employees”) effective as of December 19, 2007, pursuant to the Amended and Restated Cal Dive International, Inc. 2006 Long Term Incentive Plan (the “Plan”), which is incorporated by reference herein in its entirety.

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