FORM OF EXECUTIVE
LONG-TERM INCENTIVE
PERFORMANCE UNIT AGREEMENT
(EPS Based Multi Year)
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” ). 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.
(a) 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.
(b) The Company
has registered or intends to register for issuance under the
Securities Act of 1933, as amended (the “ Act
”), the shares of Stock that may be earned under this
Agreement, and intends to keep such registration effective until
the Committee shall make its determination under
Paragraph 2(a). In the absence of such effective registration
or an available exemption from registration under the Act, issuance
of shares of Stock earned under this Agreement will be delayed
until registration of such shares is effective or an exemption from
registration under the Act is available. The Company intends to use
its reasonable best efforts to insure that no delay will occur. If
an exemption from registration under the Act is available and
necessary upon issuance of shares of Stock earned hereunder,
Participant (or the estate or beneficiary of Participant
2
in the event of
Participant’s prior death), if requested by the Company to do
so, will execute and deliver to the Company in writing an agreement
containing such provisions as the Company may require to assure
compliance with
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