STOCK REPURCHASE AGREEMENT

Exhibit 10.1

Execution Copy

STOCK REPURCHASE AGREEMENT

by and between

Cal Dive International, Inc.

and

Helix Energy Solutions Group, Inc.

Dated as of January 23, 2009

STOCK REPURCHASE AGREEMENT

This STOCK REPURCHASE AGREEMENT (this “ Agreement ”) is entered into as of this 23rd day of January, 2009, by and between Cal Dive International, Inc., a Delaware corporation (the “ Company ”), and Helix Energy Solutions Group, Inc., a Minnesota corporation (“ Seller ” and together with the Company, the “ Parties ”).

RECITALS:

WHEREAS, Seller owns of record and beneficially 61,506,691 shares of the outstanding common stock of the Company, $0.01 par value per share (the “ Common Stock ”), representing approximately 57% of the outstanding capital stock of the Company (the “ Seller Ownership Percentage ”);

WHEREAS, Seller wishes to sell, transfer, assign, convey and deliver to the Company, and the Company wishes to purchase, acquire and accept from Seller 13,564,669 shares of Common Stock (the “ Purchased Shares ”) that it owns;

WHEREAS, through the repurchase, Seller will sell to the Company approximately 12.6% of the Company’s outstanding Common Stock, reducing the Seller Ownership Percentage to approximately 51%;

WHEREAS, the Purchased Shares are currently subject to a Lien (as defined in Article 1 below) in favor of certain of Seller’s lenders (the “Purchased Shares Pledge”);

WHEREAS, the Company intends to draw on up to $100,000,000.00 of available borrowings under its revolving credit facility for the purpose of funding the purchase of the Purchased Shares (the “Credit Facility Borrowings”); and

WHEREAS, each of Seller and the Company agree, respectively, to use their best efforts to obtain a release of the Purchased Shares Pledge and to effect the Credit Facility Borrowings prior to the Closing (as defined in Section 2.3 below), each of which shall be a condition to the consummation of the transactions contemplated by this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1
DEFINITIONS

Terms with their initial letters capitalized used but not otherwise defined in this Agreement shall have the meanings given to them in this Article 1.

1.1 “ Law ” means, with respect to any Person, any domestic or foreign federal or state statute, law, ordinance, rule, administrative code, administrative interpretation, regulation, order, consent, writ, injunction, directive, judgment, decree, policy, ordinance, decision, guideline or other requirement of (or agreement with) any governmental authority (including any memorandum of understanding or similar arrangement with any governmental authority), in each case binding on that Person or its property or assets.

1.2 “ Lien ” means any liens, pledges, charges, claims, security interests or agreements, escrows, options, rights of first refusal, mortgages, deeds of trust, deeds to secure debt, title retention agreements or other encumbrances.

1.3 “ Person ” means any individual, corporation, business trust, partnership, association, limited liability company, unincorporated organization or similar organization, any governmental authority, fund, organized group of persons whether incorporated or not, or any receiver, trustee under Title 11 of the United States Code or similar official or any liquidating agent for any of the foregoing in his or her capacity as such.

1.4 “ Transactions ” means any and all actions or other transactions contemplated by this Agreement.

ARTICLE 2
PURCHASE AND SALE OF THE PURCHASED SHARES

2.1 Transfer of Purchased Shares . Upon the terms and subject to the conditions of this Agreement, including a release of the Purchased Shares Pledge by Seller and the receipt of the Credit Facility Borrowings by the Company, at the Closing, Seller shall sell, assign, transfer and convey, or cause to be sold, assigned, transferred and conveyed, to the Company, and the Company shall purchase, acquire and accept, the Purchased Shares.

2.2 Consideration . At the Closing, the Company shall make