Exhibit 10.15
AMENDMENT NO. 1
TO
RESTRICTED STOCK AWARD AGREEMENT
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.
WHEREAS , effective as of December 19,
2006, the Company granted to each of the Employees shares of
restricted stock, subject to the terms and conditions of the
Plan and the terms and conditions of a Restricted Stock Award
Agreement (the “Original Agreement”) by and between
the Company and each Employee; and
WHEREAS , all capitalized terms used
herein that are not otherwise defined herein shall have the
meanings ascribed to such terms in the Original Agreement;
and
WHEREAS, Section 4 of the Original
Agreement provides that (i) with respect to 53% of the total
Restricted Shares granted, the Forfeiture Restrictions would
commence to lapse in increments of 20% per year starting on the
first anniversary of the Grant Date, (ii) with respect to the
remainder of the Restricted Shares, the Forfeiture Restrictions
would commence to lapse with respect to a percentage of the
Restricted Shares that would be determined by calculating the
amount by which the percentage ownership of the Company’s
Common Stock held by Helix was reduced (whether resulting
from a sale by Helix of additional shares of Company common
stock or issuance by the Company of shares of its common stock
to stockholders other than Helix) in equal increments over five
years commencing with the first anniversary of one or more Sale
Closing Dates; and (iii) the Forfeiture Restrictions would lapse
as to 100% of the Restricted Shares once Helix no longer owns
51% or more of the total voting power of the Company’s
Common Stock; and
WHEREAS, during the course of 2007, the
Company issued shares of its Common Stock to employees,
directors, and to the former stockholders of Horizon Offshore,
and by the terms of Section 4(ii) of the Original Agreement, a
Sale Closing Date would have been deemed to occur each time the
Company issued such additional shares of Common Stock, thus
commencing the lapsing of Forfeiture Restrictions as to a
percentage of the Restricted Shares; and
WHEREAS , notwithstanding the provisions
of the Original Agreement, it is the desire of the parties
hereto to amend the Original Agreement to provide that, for each
calendar year, all Sale Percentages resulting from Sale Closing
Dates during the year shall be accumulated, and shall not be
applied to the Restricted Shares until the earlier of (i) the
date that the percentage ownership held by Helix is reduced by
at least 2% or (ii) Dece
