0001364100-12-000010 Sample Contracts

PERFORMANCE SHARE UNIT AWARD AGREEMENT Cal Dive International, Inc. Amended and Restated
Performance Share Unit Award Agreement • March 2nd, 2012 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas

This Performance Share Unit Award Agreement (the “Agreement”) is made by and between Cal Dive International, Inc. (“Company” or “DVR”) and ___________ (“Employee”) effective as of December 6, 2011 (“Grant Date”), pursuant to the Cal Dive International” Inc. Amended and Restated 2006 Long Term Incentive Plan, (the “Plan”), which is incorporated by reference herein in its entirety.

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Quinn J. Hebert President and Chief Executive Officer
Cal Dive International, Inc. • March 2nd, 2012 • Oil & gas field services, nec

The purpose of this letter is to memorialize our mutual agreement with respect to certain retention benefits that the Compensation Committee of the Board of Directors of Cal Dive International, Inc. (the “Company”) has approved conditioned upon your compliance with the terms of this letter. The benefits granted in this letter agreement shall be in addition to any benefits to which you may be entitled under the terms of, that certain Severance and Change of Control Agreement, by and between the Company and you dated as of January 1, 2009 (the “Severance Agreement”).

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