0001364100-11-000006 Sample Contracts

AMENDMENT NO. 1 TO SEVERANCE AND CHANGE OF CONTROL AGREEMENT
Severance and Change of Control Agreement • March 2nd, 2011 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas

This Amendment No. 1 to Severance and Change of Control Agreement (“Amendment No. 1”) between Cal Dive International, Inc., a Delaware corporation (the “Company”), and Quinn J. Hébert (the “Executive”) is dated as of January 1, 2009 (the “Effective Date”).

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PERFORMANCE SHARE UNIT AWARD AGREEMENT Cal Dive International, Inc. Amended and Restated
Performance Share Unit Award Agreement • March 2nd, 2011 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas

This Performance Share Unit Award Agreement (the “Agreement”) is made by and between Cal Dive International, Inc. (“Company” or “DVR”) and __________ (“Employee”) effective as of December 9, 2010 (“Grant Date”), pursuant to the Cal Dive International” Inc. Amended and Restated 2006 Long Term Incentive Plan, (the “Plan”), which is incorporated by reference herein in its entirety.

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RESTRICTED STOCK AWARD AGREEMENT Cal Dive International, Inc.
Restricted Stock Award Agreement • March 2nd, 2011 • 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 __________ (“Director”) effective as of December 9, 2010 (“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.

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