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Split-dollar Insurance Agreement (collateral Assignment)

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Governing Law: Louisiana     Date: 2/24/2011
Industry: Water Transportation     Sector: Transportation

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Exhibit 10.38

(Collateral Assignment)

          THIS AGREEMENT is entered into this 1st day of January, 2000, effective as of January 1, 2000, by and between GM Offshore, Inc., a Delaware corporation, hereinafter call “the Company,” and John E. Leech, hereinafter call “Employee.”

          WHEREAS, Employee, is a valued employee of the Company and the Company wishes to retain him in its employ, and

          WHEREAS, the Company, as an inducement to such continued employment, previously provided the Employee with a split-dollar life insurance plan intended to assist him with his personal life insurance, and,

          WHEREAS, the parties now desire to document and memorialize the parties’ existing split-dollar life insurance plan and incorporate same into this Agreement, which shall supersede the prior agreement of the parties.

          NOW THEREFORE, the Company and Employee agree as follows:

          1. The life insurance policy with which this agreement deals is Policy Number 11-604- 671, having a policy date of November 29, 1990 (hereinafter called the “Policy”) issued by the Northwestern Mutual Life Insurance Company (hereinafter called “Insurer”) on the life of Employee. Employee is and shall remain sole owner of the Policy.

          2. The entire premium on the Policy has been and shall continue to be paid by the Company as it becomes due.

          3. The Policy may, at the Company’s discretion, provide a waiver of premium for disability benefit. If it does so provide, the cost shall be borne by the Company and the Company shall remit that amount to the Insurer when due.

          4. Dividends payable on the Policy shall be used to purchase additional paid-up insurance protection.

          5. To secure the premiums paid by the Employer pursuant to paragraph 2 above (including all premiums on the Policy previously paid and all premiums to be paid pursuant to this Agreement), Employee has executed and filed with the Insurer a collateral assignment of the Policy. Employee agrees that the collateral assignment agreement shall remain in effect during the term of this Agreement, failing which the Company shall have no obligation to make the premium payments on the Policy. The Company’s interest in the Policy shall not exceed the total amount of premiums paid by it on the Policy.



          6. In the event the Policy becomes claim by reason of Employee’s death, the Company shall have an interest in the proceeds of the Policy equal to the total value of the premiums paid on the Policy under paragraph 2 of this Agreement, less any policy indebtedness to the Insurer. The balance, if any, of the proceeds of the Policy shall be paid directly by the Insurer to the beneficiary designated by the Employee.

          7. This Agreement may be terminated, subject to the provisions of paragraphs 8, 9 and 10 below, by Employee, with or without the consent of the Company, by giving notice in writing to the Company. This Agreement may be terminated by the Company, subject to the provisions of paragraphs 8, 9 and 10 below, at any time with the written consent of Employee or, without the consent of Employee, for cause as hereafter defined. Termination shall be effective three (3) days following the date of giving of notice of such termination. For purposes of tills agreement, “cause” means: a breach by Employee of one or more of his duties to the Company, which breach is material to the purposes of business of the Company; gross neglect by Employee of ills duties or obligations to the Company which results in substantial damage to the business or operations of the Company; the intentional infliction by employee of substantial damage to the business or operations of the Company; Employee’s conviction of a federal or state felony offense or ills conviction of any other criminal offense that would impair ills ability to perform ills duties hereunder or would impair the Company; and Employee’s commission of a willful serious act, such as fraud, embezzlement or theft against the Company. For purposes of tills definition of “cause,” the Company shall be deemed to include the Company, its parent and any subsidiary or affiliate of the Company and its parent by which employee may be employed. Notwithstanding anything herein to the contrary, in the event this agreement is terminated by the Company for cause, the termination shall become effective upon the giving of notice of the termination in writing by the Company to Employee specifying the cause on which the termination is based.

          8. In the event of termination of this agreement as provided above, the Company shall no longer be obligated to make payments of the premiums on the policy, effectively immediately upon such termination, and Employee shall have the right and option for a period of 90 days after the date of

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