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Exhibit 10.1
TERMINATION AGREEMENT
This Termination Agreement (the " Agreement ") dated the
31 st day of
August, 2006, is made by and between Helix Energy Solutions
Group, Inc. , together with all of its subsidiary and
affiliated companies (collectively, " Company ") and
James Lewis Connor, III (" Employee "). The foregoing
are sometimes herein referred to individually as a " Party "
and collectively as the " Parties ".
Reference is made to that certain Amended and Restated
Employment Agreement dated May 1, 2002, made by and between
Employee and Company, as amended by that certain First Amendment to
Amended and Restated Employment Agreement made effective as of the
1st day of January, 2004 (as amended, the " Employment
Agreement ").
For a good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged and confessed, the Parties agree as follows:
1. Effective Date .
Employee hereby resigns employment with Company and any offices
held with the Company, effective August 31, 2006 (the "
Effective Date ") and said Employment Agreement is
terminated of even date therewith, subject to the terms and
conditions of this Agreement.
2. Special Payment .
In exchange for termination of the Employment Agreement and
Employee making himself reasonably available to the Company to
advise on transitional matters (as determined by the President of
the Company for a period not to exceed six (6) months hereof),
and contemporaneous with execution and delivery of this Agreement
by Employee to Company, Company shall pay to Employee a special
payment (" Special Payment ") in the amount of $685,650,
subject to withholding and FICA taxes.
3. Indemnification of
Company by Employee . Employee hereby agrees to RELEASE,
INDEMNIFY and HOLD HARMLESS Company, its subsidiary and affiliated
companies, its and their joint owners, co-lessees, partners, joint
venturers, and the officers, directors, agents, consultants,
insurers and employees of all of the foregoing (individually and
collectively referred to as the " Released Parties "), from
any and all claims, demands and causes of action arising out of or
related to (i) Employee’s employment with Company
(including any incentive or bonus plan or unvested options, but
expressly excluding any vested interest in any options, employee
stock purchase plans, pension plans, insurance benefits as provided
in Paragraph 8, and/or accrued vacation); (ii) any claim
whatsoever arising out of or related to that certain
September 2000 "B Participation Agreement" between OKCD
Holdings, Inc., OKCD Investments, Ltd. and Employee; (iii) the
termination of Employee’s employment with Company; or
(iv) any act or omission occurring prior to the execution of
this Agreement, including, but not limited to, any claims that
Employee may have arising under any federal, state or local laws,
statutes, ordinances, or regulations pertaining to discrimination
on the basis of sex, race, color, religion, creed, national origin,
age or disability status, including workers’ compensation and
any claim for overtime or back pay, and any other cause of action
sounding in tort, quasi-tort discrimination, particularly, but not
limited to, any rights Employee may have pursuant to the Age
Discrimination in Employment Act, the Older Workers Benefit
Protection
Act, Title VII of the Civil Rights Act of 1964, the Fair Labor
Standards Act, the Civil Rights Act of 1991, the Civil Rights Act
of 1866, the Worker Adjustment and Retraining Notification Act, the
Rehabilitation Act of 1973, the Americans with Disabilities Act,
Employee Retirement Income Security Act of 1974, all oral or
written contract rights, all common and civil law rights such as
tort or personal injury of any sort, and any and all claims,
relating to Employee’s employment with Company or the
termination of Employee’s employment with Company. Employee
also understands that, except as specifically otherwise provided in
this Agreement, Employee is waiving all rights to any claim for
employee benefits, including retirement benefits; provided,
however, that this Agreement shall not affect Employee’s
vested rights under the Company’s 401(k) plan. It is the
express intent of Employee to waive and release any and all of the
foregoing claims, demands and causes of action, whether herein
enumerated or not, arising out of or related to Employee’s
employment with Company or termination therefrom, whether such
claims, demands, and causes of action are known or unknown,
suspected or unsuspected.
4. Indemnification of
Employee by Company . Company hereby agrees to RELEASE, DEFEND,
INDEMNIFY and HOLD HARMLESS Employee from (i) any act or
omission of Employee prior to the effective date of
Employee’s resignation; and (ii) any and all claims,
demands and causes of action arising out of or related to
Employee’s employment with Company and/or service as an
officer of Company (including any of it
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