FORM OF EXECUTIVE
LONG-TERM INCENTIVE
PERFORMANCE UNIT AGREEMENT
(EPS Based; One Year Performance Period;
14-Month Restricted Period)
AGREEMENT
made as of the ___ day of
, 200___ between GLOBAL INDUSTRIES, LTD., a Louisiana
corporation (the “Company” ), and
( “Participant” ).
To carry out the
purposes of the GLOBAL INDUSTRIES, LTD. 2005 STOCK INCENTIVE
PLAN (the “Plan” ) and in consideration of
services performed by Participant and the mutual agreements and
other matters set forth herein and in the Plan, the Company and the
Participant hereby agree as follows:
1.
Grant of Performance Units . The Company, pursuant to
the Plan, has granted on
, 20___ (the “ Date of Grant ”), to
Participant
performance units (each a “ Performance Unit ”).
Each Performance Unit represents the right to receive an
unrestricted share (which need not be a whole number) of common
stock, $0.01 par value per share, of the Company (“
Stock ”) for each Performance Unit to the extent
“earned.” The Performance Units granted to Participant
under this Agreement shall be subject to all the terms, conditions
and restrictions set forth in the Plan and this Agreement,
including future amendments to either, if any, pursuant to the
terms thereof. In the event of a change in the capitalization of
the Company due to a stock split, stock dividend, recapitalization,
merger, consolidation, combination, or similar event, the terms of
this Agreement, including the number of Performance Units, may be
adjusted by the Committee to appropriately reflect such
change.
(a) As soon as
administratively practicable after the last day of the Performance
Period, the Committee shall determine for the Performance Period
the Earnings Per Share for the Company and the Earned Percentage.
The Committee’s determinations pursuant to the preceding
sentence shall be certified by the Committee in writing and
delivered to the Secretary of the Company. For purposes of the
preceding sentence, written authorization of the Committee Chairman
or approved minutes of the Committee meeting in which the
certification is made shall be treated as a written certification.
Shares of Stock shall be deemed earned under this Paragraph 2(a)
(to the extent the applicable performance goals are satisfied) on
the date the Committee takes the action set forth in the first
sentence of this Paragraph 2(a) (the “Certification
Date” ) and such Stock shall be Restricted Shares subject
to the Forfeiture Restrictions set forth in Paragraph 3. At
the time of such certification and based on the Earnings Per Share
for the Performance Period, the number of shares of Stock that
shall be earned shall be equal to the number of Performance Units
granted hereunder multiplied by the Earned Percentage (expressed as
a percentage rounded to two decimal places). The Earned Percentage
shall be determined in accordance with the schedules set forth on
Appendix A hereto.
(b)
Notwithstanding any provision of Paragraph 2(a) to the
contrary, no shares of Stock shall be earned if Participant’s
employment is Terminated for Cause by the Company or by Participant
for any reason other than death, Disability or Retirement, in
either case before the Certification Date.
(c) In the event
of a Change in Control during the Performance Period if such Change
of Control occurs either (i) while Participant is in the
employ of the Company or (ii) on or after the date upon which
Participant’s employment with the Company terminated by
reason of Retirement, death or Disability or by the Company other
than a Termination for Cause, one-half of one share of Stock shall
be earned for each Performance Unit as of the effective date of
such Change in Control and the provisions of Section 2(a) shall
cease to apply.
(d) In the event
of termination of Participant’s employment by reason of
Retirement, death or Disability or by the Company other than a
Termination for Cause, and subject to the provisions of
Paragraph 2(c), the number of shares of Stock that shall be
earned on the Certification Date shall equal the total number of
shares of Stock that would be earned as provided in
Paragraph 2(a) if Participant was still employed on the
Certification Date multiplied by the portion (expressed as a
percentage rounded to two decimal places) of the Performance Period
during which Participant was an employee of the Company.
3.
Forfeiture Restrictions . Any shares of Stock actually
issued to Participant pursuant to this Agreement shall not be sold,
assigned, pledged, exchanged, hypothecated or otherwise
transferred, encumbered or disposed of (to the extent then subject
to the Forfeiture Restrictions), and in the event of the
termination of Participant’s employment with the Company for
any reason other than death, Disability or Retirement as provided
below, Employee shall, for no consideration, forfeit and surrender
such shares (to the extent then subject to the Forfeiture
Restrictions) to the Company. The prohibition against transfer and
the obligation to forfeit and surrender shares to the Company are
herein referred to as the “Forfeiture
Restrictions,” and the shares which are then subject to
the Forfeiture Restrictions are herein sometimes referred to as
“Restricted Shares.” The Forfeiture Restrictions
shall be binding upon and enforceable against any transferee of
Restricted Shares. The Forfeiture Restrictions shall lapse as to
the shares of Restricted Shares on February 15, 2011 provided
that Participant has been continuously employed by the Company from
the Date of Grant through the lapse date.
Notwithstanding
the foregoing, the Forfeiture Restrictions on all Restricted Shares
issued shall lapse immediately upon such event if:
(a) the
Participant’s employment with the Company terminates by
reason of Disability or Retirement; or
(b) Participant
dies while in the employ of the Company; or
(c) Change of
Control occurs and such Change of Control occurs after the date
hereof provided that Participant has been continuously employed
(including for this
2
purpose any
periods of authorized leave of absence) by the Company from the
date of this Agreement to the date of such Change in
Control.
The Restricted
Shares shall be held in suspense during any period during which
Participant is on an authorized leave of absence from the Company.
Upon Participant’s return to employment with the Company
following the termination of such leave of absence, Participant may
continue to vest in such Restricted Shares in accordance with the
provisions set forth herein and in the Plan, provided that the
period during which Participant was on an authorized leave of
absence shall not be counted and the lapse dates set forth above
shall be extended by the period of Participant’s leave of
absence.
The prohibition
against the transfer of the Restricted Shares shall not apply to
the transfer or exchange of Restricted Shares pursuant to a plan of
reorganization of the Company, but the Stock or securities or
property received in exchange therefor, and any Stock received as a
result of a Stock split or Stock or other securities received as a
result of a dividend in each case with respect to Restricted
Shares, shall also become Restricted Shares subject to the
Forfeiture Restrictions and the provisions governing the lapse of
such Forfeiture Restrictions applicable to the original Restricted
Shares
4. Stock
Issuance . The
Company shall cause to be issued certificates representing any
shares of Stock earned hereunder in the name of Participant (or the
estate or beneficiary of Participant in the event of
Participant’s prior death) as promptly as practicable after
the Certification Date, but in no event later than April 15th
of the calendar year after the calendar year in which the
Performance Period ends; provided however, that, if the shares of
Stock are earned pursuant to Paragraph 2(c), then the
certificates shall be issued on the effective date of the Change in
Control. No fraction of a share of Stock shall be issued by the
Company under this Agreement; rather, the total number of shares of
Stock that would otherwise be issued hereunder shall be rounded up
to the next whole share of Stock. Unless and until a certificate or
certificates representing such shares of Stock shall have been
issued by the Company to Participant, Participant (or the estate or
beneficiary of Participant in the event of Participant’s
prior death) shall not be or have any of the rights or privileges
of a shareholder of the Company with respect to shares of Stock
that may be, or have been, earned under this Agreement. The shares
of Stock so issued under this Agreement and the Plan shall be
issued in Participant’s name and subject to all the terms,
conditions and restrictions set forth in the Plan and this
Agreement pursuant to which Participant shall have all of the
rights of a shareholder of the Company with respect to the
Restricted Shares, including, without limitation, voting rights and
the right to receive dividends (provided, however, that dividends
paid in shares of the Company’s Stock shall be sub
|
