- -31-
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted
by Rule 14-6 (e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
GLOBAL INDUSTRIES, LTD.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which
transaction applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined)
4) Proposed maximum aggregate value of transaction:
5) Total Fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration
statement number, or the Form or Schedule and the date of
its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
[LOGO]
GLOBAL INDUSTRIES, LTD.
107 Global Circle
Lafayette, Louisiana 70503
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 5, 1998
Dear Shareholder:
You are cordially invited to attend the 1998 Annual Meeting
of Shareholders of Global Industries, Ltd. on Wednesday, August
5, 1998. The meeting will be held at The Houstonian Hotel &
Conference Center, 111 North Post Oak Lane, Houston, Texas at
10:00 a.m., local time.
As set forth in the accompanying Proxy Statement, the
meeting will be held for the following purposes:
1. To elect six directors to hold
office until the next annual meeting of
shareholders and until their successors have
been elected and qualified.
2. To consider and vote on a proposal to approve the
Global Industries, Ltd. 1998 Equity Incentive Plan.
3. To transact such other business as
may properly come before the meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on
June 26, 1998, as the record date for the determination of
shareholders entitled to notice of and to vote at the 1998 Annual
Meeting or any adjournment thereof. A list of shareholders will
be available for examination at the Annual Meeting and at the
office of the Company for the ten days prior to the Annual
Meeting.
By Order of the Board of Directors
[sign. cert]
Michael J. McCann
Vice President
Lafayette, Louisiana
July 8, 1998
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE ANNUAL
MEETING REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. PLEASE
COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE PROMPTLY, WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE
ANNUAL MEETING. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS
USE.
GLOBAL INDUSTRIES, LTD.
107 Global Circle
Lafayette, Louisiana 70503
PROXY STATEMENT FOR 1998 ANNUAL MEETING OF SHAREHOLDERS
To be held on August 5, 1998
This Proxy Statement and the accompanying proxy card are
being furnished to the shareholders of Global Industries, Ltd., a
Louisiana corporation (the "Company" or "Global"), in connection
with the solicitation by and on behalf of the Board of Directors
of the Company of proxies for use at the 1998 Annual Meeting of
Shareholders of the Company ("Annual Meeting") to be held on
Wednesday, August 5, 1998, at 10:00 a.m., local time, at The
Houstonian Hotel & Conference Center, 111 Post Oak Lane,
Houston, Texas, and any adjournment thereof. This Proxy
Statement and the accompanying proxy card are being first mailed
to shareholders on or about July 8, 1998.
The execution and return of the enclosed proxy will not
affect in any way a shareholder's right to attend the Annual
Meeting. Furthermore, a shareholder may revoke his or her proxy
at any time before it is exercised (a) by filing with the
Secretary of the Company a written revocation or a duly executed
proxy bearing a later date, or (b) by appearing and voting in
person at the Annual Meeting. Unless otherwise marked, properly
executed proxies in the form of the accompanying proxy card will
be voted (i) FOR the election of the six nominees to the Board of
Directors of the Company listed below and (ii) FOR approval of
the Company's 1998 Equity Incentive Plan.
On June 26, 1998, the record date for determination of
shareholders entitled to notice of and to vote at the Annual
Meeting, the Company had outstanding 91,940,471 shares of Common
Stock. The holders of Common Stock are entitled to one vote per
share. The Common Stock is the only class of voting securities
outstanding. The presence at the meeting in person or by proxy
of the holders of a majority of the outstanding shares entitled
to vote is necessary to constitute a quorum.
ELECTION OF DIRECTORS
Pursuant to the Company's bylaws, the Board of Directors
currently consists of six positions. Six Directors will be
elected at the Annual Meeting to serve until the next annual
meeting and until their successors are elected and qualified. A
plurality of the votes cast in person or by proxy by the holders
of Common Stock is required to elect each director. Accordingly,
under Louisiana law, the Company's Amended and Restated Articles
of Incorporation and bylaws, abstentions and broker non-votes
(which occur if a broker or other nominee does not have
discretionary authority and has not received instructions with
respect to the particular item) are not counted and have no
effect on the election of directors. Unless otherwise indicated
on the proxy, the persons named as proxies in the enclosed proxy
will vote in favor of the nominees listed below. Each of the
nominees is now a director of the Company and was nominated by
the Board of Directors. Although the Board of Directors has no
reason to believe that any of the nominees will be unable to
serve if elected, should any of the nominees become unable to
serve prior to the Annual Meeting, the proxies will be voted for
the election of such other persons as may be nominated by the
Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE NOMINEES NAMED BELOW.
Set forth below is the name and certain information
regarding each of the six nominees for election as a director:
William J. Dore', 55, is the Company's founder and has been
Chairman of the Board of Directors, President and Chief Executive
Officer since 1973. Mr. Dore' has over 25 years of experience in
the diving and marine construction industry and is a past
President of the Association of Diving Contractors. He received
an M.Ed. degree from McNeese State in 1966. Mr. Dore' is
currently a member of the Board of Directors of Noble Drilling
Corporation and the executive committee of the Board of Directors
of the National Ocean Industries Association.
Michael J. McCann, 50, joined the Board of Directors of the
Company in February 1998. Mr. McCann was also named Vice President,
Chief Financial Officer and Treasurer in February 1998. He
joined the Company in July 1996 as Vice President and Chief
Administrative Officer. Prior to joining Global, Mr. McCann
served 18 years with Sub Sea International, Inc. where he was
most recently the Chief Financial Officer and Controller. He
received an MBA from Loyola University in 1977. Mr. McCann is a
certified public accountant.
Michael J. Pollock, 52, joined the Board of Directors of the
Company in 1992. Mr. Pollock retired from the Company in
February 1998. He was employed by the Company for eight years,
most recently as Vice President, Chief Financial Officer and
Treasurer. From September 1990 to December 1992, Mr. Pollock was
Treasurer and Chief Financial Officer of the Company and was Vice
President, Chief Administrative Officer from December 1992 until
April 1996. He received a B.S. degree from the University of
Southwestern Louisiana in 1967. Mr. Pollock is a certified public
accountant and a certified internal auditor.
James C. Day, 55, joined the Board of Directors of the
Company in February 1993. Mr. Day has been Chairman of the Board
of Directors of Noble Drilling Corporation, a Houston, Texas
based offshore drilling contractor, since October 1992, and has
been President and Chief Executive Officer of Noble Drilling
since January 1984. He has held executive positions with the
International Association of Drilling Contractors, the National
Ocean Industries Association, and the Independent Petroleum
Association of America. Mr. Day received a B.S. degree in
Business Administration from Phillips University. In addition to
being a director of Noble Drilling Corporation, he is a director
of Noble Affiliates, Inc.
Edward P. Djerejian, 59, joined the Board of Directors of
the Company in February 1996. Since August 1994, Mr. Djerejian
has been the director of the James A. Baker II Institute of
Public Policy at Rice University. A former United States
Ambassador, he was nominated by President Clinton to serve as
U.S. Ambassador to Israel in 1993. During his more than thirty
years in the United States Foreign Service, Mr. Djerejian served
as deputy chief of the U.S. mission to the Kingdom of Jordan, as
U.S. Ambassador to the Syrian Arab Republic, and as Assistant
Secretary of State for Near Eastern Affairs under Presidents Bush
and Clinton. He received the Department of State's Distinguished
Service Award in 1993 and the President's Distinguished Service
Award in 1994. Mr. Djerejian is a graduate of the School of
Foreign Service at Georgetown University and serves on the Board
of Directors of Occidental Petroleum Corporation.
Myron J. Moreau, 64, joined the Board of Directors of the
Company in February 1993. Mr. Moreau retired from Chevron U.S.A.
Inc. in 1992 where he was employed for 31 years. From 1990 until
1992, he was General Manager of Support Services for Chevron's
Gulf of Mexico Production Business Unit, and from 1988 until
1990, he was Division Manager at Chevron in Lafayette,
Louisiana. Prior to 1988, Mr. Moreau held various domestic and
foreign assignments with Chevron, including assignments in the
United Kingdom and Indonesia. Mr. Moreau received a degree in
Chemical Engineering from the University of Southwestern
Louisiana in 1959.
DIRECTORS AND COMMITTEES
Attendance and Fees
The Company's Board of Directors held four meetings in
fiscal 1998. Each director attended all meetings of the Board of
Directors and the committees on which he served during fiscal
1998.
All non-employee directors of the Company are entitled to
receive an annual retainer of $20,000, paid semiannually, and are
reimbursed for ordinary and necessary expenses incurred in
attending Board or committee meetings. Each non-employee
director receives a $650 meeting fee for each Board meeting or
committee meeting attended. In addition, each non-employee
director of the Company also receives an annual award of 4,000
shares of Common Stock on August 1 of each year pursuant to the
Company's Non-Employee Director Stock Plan (the "Directors
Plan"). The aggregate fair market value of the shares of Common
Stock received by a non-employee director in any one year,
however, may not exceed 75% of such director's cash compensation
for his or her services as a director of the Company for the
immediately preceding twelve months. If the fair market value of
the shares to be awarded on any August 1 exceeds this limitation,
the number of shares awarded is automatically reduced. No shares
received by a non-employee director through the Directors Plan
may be transferred for a period of six months, except in the case
of death or disability. Under the Directors Plan, 52,036 shares
remain available for grants to non-employee directors under the
Directors Plan but no shares may be granted after December 2002.
Mr. Day received awards of 4,000, 2,744, and 1,224 shares of
Common Stock under the Directors Plan on August 1, 1995, 1996,
and 1997, respectively. Mr. Moreau received 4,000, 2,744, and
1,160 shares on August 1, 1995, 1996, and 1997, respectively.
Mr. Djerejian received 1,268 and 1,224 shares on August 1, 1996
and 1997, respectively.
Committees
The Board of Directors has established the following
standing committees:
Audit Committee. The Audit Committee annually reviews and
recommends to the full Board of Directors the firm to be engaged
to audit the accounts of the Company and its subsidiaries.
Additionally, the Audit Committee reviews with such independent
auditor the plan and results of the auditing engagement and the
scope and results of the Company's procedures for internal
auditing, makes inquiries as to the adequacy of internal
accounting controls, and considers the independence of the
auditors. During fiscal 1998, the Audit Committee held four
meetings. The Audit Committee is currently comprised of four
directors: Mr. Moreau (Chairman), Mr. Day, Mr. Djerejian and
Mr. Pollock.
Compensation Committee. The Compensation Committee's
responsibility is to approve the compensation arrangements for
senior management of the Company, including establishment of
salaries and bonuses and other compensation for executive
officers of the Company; to approve any compensation plans in
which officers and directors of the Company are eligible to
participate and to administer such plans, including the granting
of stock options or other benefits under any such plans; and to
review significant issues that relate to changes in benefit
plans. The Compensation Committee held two meetings during
fiscal 1998. The Compensation Committee is currently comprised
of two directors: Mr. Djerejian (Chairman) and Mr. Moreau.
Compensation Committee Interlocks and Insider Participation
Mr. James C. Day, a director of the Company who served on
the Company's Compensation Committee during fiscal 1998, is
Chairman of the Board, President and Chief Executive Officer of
Noble Drilling Corporation and Mr. William J. Dore', the
Company's Chairman of the Board, President and Chief Executive
Officer, is a director and member of the compensation committee
of Noble Drilling Corporation.
Certain Transactions
The Company leases an office building and adjacent land on
which it has built a training facility in Lafayette, Louisiana
from William J. Dore', the Chairman of the Board, President and
Chief Executive Officer. The lease agreements with Mr. Dore' for
the Lafayette office building and adjacent land currently provide
for aggregate monthly lease payments of $3,917 and expire on
December 31, 1998. The Company made aggregate lease payments to
Mr. Dore' under these lease agreements of $47,004 during fiscal
1998.
SECURITY OWNERSHIP
The table below sets forth the ownership of the Company's
Common Stock, as of June 26, 1998, by (i) each of the Company's
directors and nominees to become a director, (ii) each executive
officer named in the Summary Compensation Table included under
"Compensation of Executive Officers," (iii) all directors and
executive officers of the Company as a group and (iv) each person
known by the Company to own beneficially 5% or more of the
outstanding Common Stock. Except as otherwise indicated, the
persons listed below have sole voting power and investment power
over the shares beneficially held by them.
Shares Owned
Beneficially
Name Number Percent
William J. Dore' (1) 26,497,895 28.8
James J. Dore' (2) 157,547 *
Lawrence C. McClure (2) 64,046 *
R. Clay Etheridge (2) 18,000 *
Michael J. McCann (2) 8,130 *
James C. Day 12,768 *
Michael J. Pollock (2)(3) 10,308 *
Myron J. Moreau 3,852 *
Edward P. Djerejian 2,492 *
All directors and executive
officers as a group
(10 persons) 26,817,319 29.2
* Less than 1%
(1) Includes 977,867 shares held by the Company's Retirement
Plan of which Mr. Dore' acts as Trustee. Mr. Dore'
disclaims beneficial ownership of all of such shares except
the 213,384 shares held by the Retirement Plan allocated to his
account.
(2) Includes shares issued pursuant to restricted stock awards
granted to Mr. James Dore' - 24,560 shares; Mr. McClure - 6,400
shares; Mr. Etheridge - 11,000 shares; and all executive officers
as a group - 41,960 shares; shares allocated to such person's
account in the Retirement Plan as follows: Mr. James Dore' -
10,701 shares; Mr. McClure - 3,223 shares; and Mr. Pollock -
1,190 shares; and all directors and executive officers as a group
- 977,867 shares; and the shares issuable upon exercise of stock
options exercisable within 60 days as follows: Mr. James Dore' -
117,920 shares; Mr. McClure - 49,600 shares; Mr. Etheridge -
6,000 shares; Mr. McCann - 8,000 shares; and all directors and
executive officers as a group - 181,520 shares.
(3) Mr. Pollock retired from the Company during the fourth
quarter of fiscal 1998. He continues as a director.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the cash compensation paid or
accrued for services rendered in all capacities to the Company
during the last three fiscal years to the Company's Chief
Executive Officer and each of the Company's other four most
highly compensated executive officers who earned more than
$100,000 in salary and bonus in fiscal 1998 (the "Named
Executives").
Annual Compensation Long Term Compensation
Securities
Name and Other Annual Restricted Underlying
Principal Fiscal Salary Bonus Compensation Stock Options (#)
Position Year ($) ($)(1) ($)(2) Awards($)(3)
- --------- ----- ------ ------ ------------ ------------ -----------
William J. 1998 275,000 12,943 36,421 -- --
Dore' 1997 275,000 12,329 23,986 -- --
Chairman of 1996 275,000 13,456 30,125 -- --
the Board,
President
and Chief
Executive
Officer
R. Clay 1998 150,000 55,082 30,570 -- 6,000
Etheridge(4) 1997 12,500 -- 25,450 100,375 30,000
Vice
President
International
Operations
James J. 1998 99,075 54,729 6,608 -- --
Dore' 1997 92,000 11,168 3,494 -- --
Vice 1996 83,375 8,364 1,442 -- --
President,
Diving
and Special
Services
Lawrence C. 1998 97,325 55,586 5,480 -- --
McClure 1997 90,000 13,022 11,700 -- --
Vice 1996 84,750 18,930 11,000 -- 40,000
President,
Offshore
Construction
Michael J. 1998 101,900 36,000 9,008 -- --
McCann (4) 1997 64,429 -- 12,717 -- 40,000
Vice
President,
Chief
Financial
Officer
(1)Includes the aggregate value of the Company's contributions
during each year to the Company's Profit Sharing and
Retirement Plan. Also includes amounts awarded under the
Company's Performance Bonus Plan adopted in 1998 pursuant to
which performance awards granted in fiscal 1998 are paid in
three annual installments with the first being paid at the
time of award. Under this plan, Messers. Etheridge, James
Dore', McClure and McCann received awards of $50,000, $40,000,
$40,000, and $30,000, respectively, in fiscal 1998 of which
1/3 was paid in fiscal 1998.
(2)Amounts shown include the following: (i) Mr. William Dore';
for all years presented, primarily represents expenditures
paid or incurred by the Company for Mr. Dore' personal account
which were not reimbursed and were included in his income for
tax purposes; (ii) Mr. Etheridge; for fiscal 1998 and 1997:
relocation bonus, living allowance, and/or moving expense -
$25,000 in each year; (iii) Mr. Jim Dore'; for fiscal 1998,
1997, and 1996: automobile allowance and/or value of
personal use of Company automobile - $5,400, $3,494, and
$1,442 respectively; (iv) Mr. McClure; for fiscal 1998, 1997,
and 1996: relocation bonus, living allowance, and/or moving
expense - $0, $6,500, $11,000 respectively; automobile
allowance and/or value of personal use of Company automobile
- $5,400, 5,200, and $0, respectively; and (v) Mr. McCann;
for fiscal 1998 and 1997: relocation bonus, living
allowance, and/or moving expense - $8,760 and $12,717,
respectively.
(3)Based on the closing price of the Company's Common Stock on
the date of grant. At the end of fiscal 1998, the aggregate
number of restricted shares held by Messrs. William Dore',
Etheridge, James Dore', McClure and McCann was 0, 11,000,
24,560, 0 and 0, respectively, and the aggregate value of
such shares and held by each based upon the $20.375 market
value on March 31, 1998, was: $0, $224,125, $500,410, $0,
and $0, respectively.
(4)Mr. Etheridge joined the Company in March 1997. Mr. McCann
joined the Company in July 1996.
The following table contains information concerning grants
of stock options under the Company's Stock Option Plans to the
Named Executives during fiscal 1998:
Option Grants in Last Fiscal Year
Individual Grants
-----------------
% of
Total
Options Potential Realizable
Granted Value at Assumed
to Annual Rate of
Employees Exercise Stock Price
in Price Appreciation for
Options Fiscal Per Expiration Option Term ($)(2)
Name Granted(1) Year Share($) Date 5% 10%
- ---------- ---------- --------- -------- ---------- ------- ----------
William J. -- -- -- -- -- --
Dore'
R. Clay 6,000 0.3% 16.625 2/10/2008 62,732 158,976
Etheridge
James J. -- -- -- -- -- --
Dore'
Lawrence C. -- -- -- -- -- --
McClure
Michael J. -- -- -- -- -- --
McCann
(1) Mr. Etheridge's options were granted in February 1998 and
vest 20% on each anniversary of the date of grant.
(2) The potential realizable value reflects price appreciation
over the option exercise price.
The table below sets forth the aggregate option exercises
during the last fiscal year and the value of outstanding options
at year end held by the Named Executives.
Aggregated Option Exercises During Fiscal 1998 and Option Values at Year End
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Year End(#) Year End($)(*)
----------- --------------
Shares
Acquired
on Value Exercisable/ Exercisable/
Exercise(#) Realized($) Unexercisable Unexercisable
- --------------- ----------- ----------- ------------- -------------
William J. Dore' -- -- -- / -- --/ --
R.Clay Etheridge -- -- 6,000/30,000 67,500/292,500
James J. Dore' -- -- 117,920/26,080 2,193,704/476,054
Lawrence C. McClure 4,000 61,062 49,600/38,400 898,191/674,624
Michael J. McCann 8,000 62,000 0/32,000 0/420,000
(*) Based on the difference between the closing sale price of
the Common Stock of $20.375 on March 31, 1998, and the exercise
price.
The Company's 1992 Stock Option Plan and the 1998 Equity
Incentive Plan (the "Option Plans") provide that, upon a change
of control, the Compensation Committee may accelerate the vesting
of options, cancel options and make payments in respect thereof
in cash in accordance with the Option Plans, adjust the
outstanding options as appropriate to reflect such change of
control, or provide that each option shall thereafter be
exercisable for the number and class of securities or property
that the optionee would have been entitled to had the option
already been exercised. The Option Plans provide that a change
of control occurs if any person, entity or group (other than
William J. Dore' and his affiliates) acquires or gains ownership
or control of more than 50% of the outstanding Common Stock or,
if after certain enumerated transactions, the persons who were
directors before such transaction cease to constitute a majority
of the Board of Directors.
Compensation Committee Report on Executive Compensation
This report is submitted in response to the Securities and
Exchange Commission rules which require the inclusion of a report
from the Compensation Committee of the Board of Directors which
discusses the compensation policies for executive officers and
the committee's rationale for compensation paid to the Chief
Executive Officer including the specific relationship of
corporate performance to executive compensation.
Executive compensation at the Company is administered by the
Compensation Committee of the Board of Directors. It is the
Compensation Committee's responsibility to set the compensation
philosophy for the Company's executive officers, to approve and
administer the Company's incentive and benefit plans, to monitor
the performance and compensation of executive officers and other
key employees and to set compensation and make awards under the
Company's incentive plans that are consistent with the Company's
compensation philosophy and the performance of the Company and
its executive officers. The Compensation Committee believes that
shareholders are best served when the compensation structure for
executive officers focuses them on building long-term shareholder
value while not neglecting current earnings. Total compensation
for the Company's Chief Executive Officer is based upon the same
factors and determined in the same way as the Company's other
executive officers.
The Company's executive compensation program consists of
three principal elements: (1) base salary, (2) potential for
annual incentive compensation awards, which provide for cash
bonuses based on overall Company performance as well as
individual performance, and (3) the opportunity to earn long-term
stock-based awards which provide long-term incentives that are
intended to encourage the achievement of superior results over
time and to align the interests of executive officers with those
of shareholders. The annual incentive compensation awards and
long-term stock-based awards constitute the performance-based
portion of total compensation.
The compensation program is structured to provide senior
management with a total compensation package that, at expected
levels of performance, is competitive with those provided to
executives who hold comparable positions or have similar
qualifications in other similarly situated organizations. Peer
companies are specifically utilized by the Committee in
evaluating compensation levels of the Named Executives; however,
the Compensation Committee also receives advice from time to time
regarding compensation levels from Towers Perrin, an outside
compensation consulting firm, which utilizes a number of other
sources, including information from other companies.
Base Salary Program. The Compensation Committee establishes
base salary levels of the Chief Executive Officer and other
executive officers after review of salary survey data of other
companies in the oil service industry having annual sales or
revenues generally similar in size to the Company, with
particular emphasis given to those other companies in the same
geographic area as the Company. By reviewing the salary data of
such other companies from time to time, the Compensation
Committee intends to try to ensure that the base salaries
established by the Compensation Committee are generally within
the range of base salaries paid by the other companies. The base
salary established for each executive officer also takes into
account the executive's particular experience and level of
responsibility.
Beginning in fiscal 1998 base salaries of the executive
officers are being reviewed annually, with adjustments made based
on any updated salary data, increases in the cost of living, job
performance of the executive officer over time, the expansion of
duties and responsibilities, if any, of the executive officer and
general market salary levels. No specific weight or emphasis is
placed on any one of these factors. In fiscal 1998, the
Compensation Committee did not increase the base salary of the
Chief Executive Officer but increased the base salary of the
other Named Executives by amounts ranging from 0% to 27%.
Short Term Incentive Compensation. Annual incentive
compensation awards enable the Named Executives and other key
employees of the Company to earn annual cash bonuses, based upon
the Company's financial results meeting or exceeding budget as
well as individual performance. The Company's short-term
incentive plan is designed to provide a total cash compensation
package that at expected levels of performance approximate the
50th percentile for peer group companies. Considering the
Company's performance relative to the budget, the Compensation
Committee recommends incentive compensation awards and
contributions to the Company's defined contribution profit
sharing retirement plan. Incentive compensation awards and
contributions to the profit sharing retirement plan for fiscal
1998 performance have not yet been determined. During fiscal
1998, the Chief Executive Officer did not receive an incentive
compensation award and the other Named Executives received awards
totaling $25,082 (ranging from 0% to 6.2% of their fiscal 1998
compensation). During fiscal 1998, the Company adopted a
Performance Bonus Plan to provide for awards to key employees,
including executive officers. The performance bonus awards are
paid in three equal installments, with the first installment paid
at the time of the award. The Chief Executive Officer did not
receive a performance bonus award in fiscal 1998 and the other
Named Executives received total awards of $160,000 of which one-
third was paid in fiscal 1998. During fiscal 1998, the Chief
Executive Officer received a profit sharing and retirement plan
contribution of $12,943, and the other Named Executives received
contributions totaling $52,574.
Long-Term Incentive Compensation. The long-term incentive
portion of the Company's executive compensation scheme is
administered through the Company's Restricted Stock Plan and the
Option Plans, each established by the Board of Directors of the
Company to provide a means by which certain employees of the
Company, including executive officers, could develop an economic
interest, through ownership in the Company's Common Stock, in the
financial success of the Company. After reviewing the stock
option and restricted stock award position of each executive
officer, the Compensation Committee made awards to certain
executive officers and other key employees, in order to enhance
the recipients' desire to remain with the Company and devote
their best efforts to its business by more closely aligning
executives' and shareholders' long-term interests. The Company
did not grant any stock options or restricted stock awards during
fiscal 1998 to the Chief Executive Officer, and granted a total
of 6,000 options and no shares of restricted stock to the other
executive officers.
Section 162(m). Section 162(m) of the Internal Revenue Code
("Section 162(m)"), enacted in 1993, imposes a limit of $1
million, with certain exceptions, on the amount that a publicly
held corporation may deduct in any year for the compensation paid
or accrued with respect to each of its chief executive officer
and four other most highly compensated executive officers. None
of the Company's executive officers currently receives
compensation exceeding the limits imposed by Section 162(m).
While the Compensation Committee cannot predict with certainty
how the Company's executive compensation might be affected in the
future by the Section 162(m) or applicable tax regulations issued
thereunder, the Compensation Committee intends to try to preserve
the tax deductibility of all executive compensation while
maintaining the Company's executive compensation program as
described in this report.
Compensation Committee
Edward P. Djerejian, Chairman
Myron J. Moreau
COMPARATIVE STOCK PERFORMANCE
The Performance Graph below compares the cumulative total
shareholder return on the Company's Common Stock, based on the
market price of the Common Stock, with the cumulative total
return of the Standard & Poor's 500 Index (the "S&P 500 Index")
and a weighted index of a group of five companies in the
Company's and related industries (the "Peer Group"). The Peer
Group is comprised of Stolt Comex Seaway, Noble Drilling
Corporation, Jay Ray McDermott, Inc. S.A., Oceaneering
International, Inc., and Offshore Logistics, Inc. Cumulative
total return is based on annual total return, which assumes
reinvested dividends for the period shown in the Performance
Graph and assumes that $100 was invested on February 10, 1993
(the date of the Company's initial public offering), in each of
Global, the S&P 500 Index and the Peer Group. The Peer Group
investment is weighted based on the market capitalization of each
individual company within the Peer Group. The results shown in
the graph below are not necessarily indicative of future
performance.
March 31, March 31, March 31, March 31, March 31, March 31,
1993 1994 1995 1996 1997 1998
--------- --------- --------- --------- --------- ---------
Global $100 $105 $128 $242 $492 $938
Industries, Ltd.
Peer Group $100 $102 $96 $138 $186 $325
S&P 500 $100 $102 $117 $154 $185 $269
PROPOSAL TO APPROVE GLOBAL INDUSTRIES, LTD.
1998 EQUITY INCENTIVE PLAN
General
The Board of Directors has adopted the Global Industries,
Ltd. 1998 Equity Incentive Plan (the "1998 Plan") and proposes
that shareholders approve the 1998 Plan at the Annual Meeting.
The purpose of the 1998 Plan is to enable the Company and its
subsidiaries to attract able persons to serve as officers and
employees and to provide a means whereby those individuals upon
whom the responsibilities of the successful administration and
management of the Company and its subsidiaries rest, and whose
present and potential contributions to the welfare of the Company
and its subsidiaries are of importance, can acquire and maintain
stock ownership, thereby strengthening their concern for the
welfare of the Company and its subsidiaries. A further purpose
of the 1998 Plan is to provide such individuals with additional
incentive and reward opportunities designed to enhance the
profitable growth of the Company and its subsidiaries.
The Board of Directors originally adopted the 1998 Plan on
February 10, 1998 because an insufficient number of shares
remained available under the Company's 1992 Restricted Stock
Plan. On May 27, 1998, the Board of Directors determined to
amend and restate the 1998 Plan to permit awards of stock options
as well as restricted stock and to enhance the flexibility of the
administration of the 1998 Plan. The 1998 Plan is intended as a
replacement for the Company's existing 1992 Stock Option Plan and
its 1992 Restricted Stock Plan. Although such plans will not be
terminated, the Company does not expect to issue additional
options or Restricted Stock Awards under these plans after
approval of the 1998 Plan by the Company's Shareholders.
Summary of 1998 Plan
The following general description of certain features of the
1998 Plan is qualified in its entirety by reference to the 1998
Plan, which is attached as Appendix A. Capitalized terms not
otherwise defined herein have the meaning ascribed to them in the
1998 Plan.
The 1998 Plan provides that the Company may grant options to
purchase shares of Common Stock and may grant restricted stock
awards. Awards may consist of any combination of options and
restricted stock awards. The terms applicable to these various
types of awards, including those terms that may be established by
the Administrator when making or administering particular awards,
are set forth in detail in the 1998 Plan. The Administrator may
make awards under the 1998 Plan until February 10, 2008. The
1998 Plan will remain in effect until all options granted under
the 1998 Plan have been satisfied or expired and all shares of
restricted stock granted under the 1998 Plan have vested or been
forfeited.
Eligibility. Awards may be granted only to persons who, at
the time of grant, are employees (including executive officers)
of the Company or one of its Subsidiaries. Awards may be granted
on more than one occasion to the same person. Substantially all
of the employees of the Company's and its Subsidiaries are
eligible to receive Awards under the 1998 Plan. At May 31, 1998,
the Company and its Subsidiaries had approximately 1,560
employees.
Stock Options. Options granted under the 1998 Plan may be
options that are intended to qualify as "incentive stock options"
within the meaning of Section 422 of the Code or options that are
not intended to so qualify. The Administrator may designate the
employees to receive the options, the number of shares subject to
the options, and the terms and conditions of each option granted
under the 1998 Plan. The term of any option granted under the
1998 Plan shall be determined by the Administrator; provided,
however, that the term of any incentive stock option cannot
exceed ten years from the date of the grant and any incentive
stock option granted to an employee who possesses more than 10%
of the total combined voting power of all classes of stock of the
Company or of its subsidiary within the meaning of Section
422(b)(6) of the Code must not be exercisable after the
expiration of five years from the date of grant. The exercise
price per share of Common Stock of options granted under the 1998
Plan will be determined by the Administrator; provided, however,
that such exercise price cannot be less than the market value of
a share of Common Stock on a date the option is granted for
incentive stock options and 85% of the market value on the date
of grant for nonqualified stock options. Further, the exercise
price of any incentive stock option granted to an employee who
possesses more than 10% of the total combined voting power of all
classes of stock of the Company or of its subsidiary within the
meaning of Section 422(b)(6) of the Code must be at least 110% of
the market value of a share at the time such option is granted.
The market value of a share of Common Stock was $15.375 on June
25, 1998, which was the closing sales price of the Common Stock
on the Nasdaq National Market on that date. The option exercise
price is payable in the manner specified by the Administrator. An
option may provide for the payment of the exercise price, in
whole or in part, by delivery of a number of shares of Common
Stock (plus cash if necessary) having a market value per share
equal to such exercise price. Moreover, an option may provide
for a "cashless exercise" of the option.
Each option will be issued pursuant to an Option Agreement
which sets forth the terms of the option and must specify the
effect of termination of employment on the exercisability of the
option. The terms and conditions of the respective Option
Agreements need not be identical.
Restricted Stock Awards. A grant of restricted stock
constitutes an immediate transfer to the recipient of record and
beneficial ownership of the shares in consideration of the
performance of services by the recipient (or other consideration
determined by the Administrator). The recipient is entitled
immediately to voting and other ownership rights in the shares,
subject to restrictions referred to in the 1998 Plan or contained
in the related Restricted Stock Agreement. The transfer may be
made without additional cash consideration or in consideration of
a payment by the recipient that is less than the market value of
the shares on the date of grant. Each grant may, in the
discretion of the Administrator, limit the recipient's dividend
rights during the period in which the shares are subject to a
substantial risk of forfeiture and restrictions on transfer.
Restricted stock must be subject, for a period or periods
determined by the Administrator at the date of grant, to one or
more restrictions on disposition and certain obligations to
forfeit such shares as determined by the Administrator. The
restrictions on disposition and forfeiture obligations may lapse
based upon (a) the Company's attainment of specific performance
targets established by the Administrator (b) the number of years
the grantee remains an employee of the Company, or (c) a
combination of both factors. The Company retains custody of the
shares of Common Stock issued pursuant to a restricted stock
award until the disposition restrictions and forfeiture
obligations lapse. An employee may not sell, transfer, pledge,
or otherwise dispose of such shares until the expiration of the
disposition restrictions and forfeiture obligations.
Shares Subject to the Plan. Subject to adjustment as
provided in the 1998 Plan, the aggregate number of shares of
Common Stock that may be issued under the 1998 Plan shall not
exceed 3,200,000 shares. Shares shall be deemed to have been
issued under the 1998 Plan only to the extent actually issued and
delivered pursuant to an option or a grant of restricted stock.
To the extent that an option or a grant of restricted stock
lapses or the rights of the recipient with respect thereto
terminate, any shares of Common Stock then subject to such option
or grant of restricted stock will again be available for grant
under the 1998 Plan. The number of shares of Common Stock that
(i) may be subject to options granted to any one individual
during any calendar year may not exceed 100,000 shares and that
(ii) may be granted as restricted stock to any one individual
during any calendar year may not exceed 100,000 shares (in each
case subject to adjustment as provided in the 1998 Plan). The
limitation set forth in clause (i) of the preceding sentence will
be applied in a manner which will permit compensation generated
in connection with options awarded under the 1998 Plan by the
Compensation Committee to constitute "performance based"
compensation for purposes of Section 162(m) of the Code,
including, without limitation, counting against such maximum
number of shares, to the extent required under Section 162(m) of
the Code and applicable interpretive authority thereunder, any
shares subject to options that are canceled or repriced.
Change of Control. The 1998 Plan provides that, upon a
change of control, (i) with respect to outstanding options, the
Compensation Committee may accelerate the vesting of options,
cancel options and make payments in respect thereof in cash in
accordance with the 1998 Plan, adjust the outstanding options as
appropriate to reflect such change of control, or provide that
each option shall thereafter be exercisable for the number and
class of securities or property that the optionee would have been
entitled to had the option been exercised prior to the change of
control and (ii) with respect to restricted stock awards, the
Compensation Committee may provide that all restrictions
applicable to the Restricted Stock shall lapse, that all
restrictions applicable to such Restricted Stock that would
expire or could be satisfied within twelve months of the change
of control shall lapse or be deemed to have been satisfied or
that such change of control shall have no effect on the
restrictions applicable to such Restricted Stock. The 1998 Plan
provides that a change of control occurs if (a) any person (other
than William J. Dore' and his affiliates, the Company or any
Subsidiary of the Company or with certain exceptions any employee
benefit plan of the Company (the "Excluded Persons")) becomes the
beneficial owner of securities representing 50% or more of the
combined voting power of the Company's outstanding securities;
(b) individuals who constituted the Board of Directors, as of May
30, 1998 cease for any reason to constitute at least a majority
of the Board (unless such individuals' election is approved by a
vote of a majority of the incumbent Board); (c) any merger,
consolidation or other reorganization or similar transaction
occurs in which the Company is not the "Controlling Corporation"
(as described below); or (d) any dissolution or liquidation of
the Company or any sale or lease of all or substantially all of
the Company's assets (other than to Excluded Persons) occurs.
For purposes of clause (c) above, the Company will generally be
considered the "Controlling Corporation" in any merger,
consolidation, reorganization or similar transaction unless
either (1) the Company's shareholders immediately prior to such
transaction would not, immediately after such transaction,
beneficially own securities of the resulting entity that would
entitle them to elect a majority of the Board of Directors of the
resulting entity, or (2) those persons constituting the Company's
Board of Directors immediately prior to such transaction would
not, immediately after such transaction, constitute a majority of
the directors of the resulting entity.
Transferability. No options (other than incentive stock
options) are transferable by the recipient except (i) by will or
the laws of descent and distribution, (ii) by a qualified
domestic relations order or (iii) with the consent of the
Administrator. An Incentive Stock Option is not transferable
other than by will or the laws of descent and distribution and
may not be exercised during the optionee's lifetime except by the
optionee or the optionee's guardian or legal representative.
Adjustments. The maximum number of shares that may be
issued under the 1998 Plan, as well as the number or type of
shares subject to outstanding options and restricted stock awards
and the applicable exercise prices per share will be adjusted
appropriately in the event of stock dividends, spin-offs of
assets or other extraordinary dividends, stock splits,
combinations of shares, recapitalizations, mergers,
consolidations, reorganizations, liquidations, issuances of
rights or warrants, and similar transactions or events.
Administration and Amendments. The 1998 Plan provides that
a committee comprised solely of two or more "outside directors"
(as defined by Section 162(m) of the Code and applicable
interpretive authority thereunder and within the meaning of the
term "Non-Employee Director" as defined by Rule 16b-3 under the
Exchange Act) serves as the Administrator of awards under the
1998 Plan with respect to persons subject to Section 16 of the
Exchange Act. Until otherwise determined by the Board of
Directors, the Compensation Committee serves as such committee
under the 1998 Plan. The Chief Executive Officer of the Company
or the Compensation Committee may serve as Administrator with
respect to any person not subject to Section 16 of the Exchange
Act.
The Board in its discretion may terminate the 1998 Plan at
any time with respect to any shares of Common Stock for which
awards have not yet been granted. The Board of Directors, has
the right to alter or amend the 1998 Plan or any part thereof
from time to time; provided that no change in any award
theretofore granted may be made which would impair the rights of
the recipient thereof without the consent of such recipient.
Without shareholder approval, the Board of Directors, may not
amend the 1998 Plan to (a) increase the maximum aggregate number
of shares that may be issued under the 1998 Plan or (b) change
the class of individuals eligible to receive awards under the
1998 Plan.
Grants Under the 1998 Plan
Annual benefits that may be awarded under the 1998 Plan,
including to executive officers, in a given year are not known.
It is not anticipated that any further material awards will be
made to employees under the 1992 Stock Option Plan or the 1992
Restricted Stock Plan. Through June 25, 1998, no options to
purchase Common Stock have been granted under the 1998 Plan any
employees or to any of the Named Executives. Through June 25,
1998, restricted stock awards of 97,500 shares of Common Stock
have been granted to 75 employees. No restricted stock awards
have been made to any of the Named Executives or any other
current executive officers of the Company. The restrictions on
the shares subject to the Restricted Stock Awards lapse 33.3% on
each of the third, fourth, and fifth anniversary of the date of
award. The closing sales price of the Common Stock was $15.375
per share on June 25, 1998.
United States Federal Income Tax Consequences
The following is a brief summary of certain of the U.S.
federal income tax consequences of certain transactions under the
1998 Plan based on federal income tax laws in effect on
June 30, 1998. This summary applies to the 1998 Plan as normally
operated and is not intended to provide or supplement tax advice
to eligible participants. The summary contains general
statements based on current U.S. federal income tax statutes,
regulations and currently available interpretations thereof.
This summary is not intended to be exhaustive and does not
describe state, local or foreign tax consequences or the effect,
if any, of gift, estate and inheritance taxes.
Non-qualified Stock Options. In general: (i) no income will
be recognized by an optionee at the time a non-qualified stock
option is granted; (ii) at the time of exercise of a
non-qualified stock option, ordinary income will be recognized by
the optionee in an amount equal to the difference between the
option price paid for the shares and the fair market value of the
shares if they are nonrestricted on the date of exercise; and
(iii) at the time of sale of shares acquired pursuant to the
exercise of a non-qualified stock option, any appreciation (or
depreciation) in the value of the shares after the date of
exercise will be treated as either short-term, mid-term or
long-term capital gain (or loss) depending on how long the shares
have been held.
The total number of shares of Common Stock subject to
options granted to any one recipient during any calendar year is
limited under the 1998 Plan for the purpose of qualifying any
compensation realized upon exercise of such options that are
granted by the Compensation Committee as "performance-based
compensation" as defined in Section 162(m) of the Code in order
to preserve tax deductions by the Company with respect to any
such compensation in excess of one million dollars paid to
"Covered Employees" (i.e., the Company's Chief Executive Officer
and the four highest compensated officers of the Company or those
individuals deemed to be executive officers of the Company (other
than the Chief Executive Officer) and who are officers of the
Company on the last day of the year in question). Options
granted by the Chief Executive Officer will not qualify as
"performance-based compensation" and will be subject to the
limitation on deductibility under Section 162(m) of the Code;
however, it is not anticipated that the Chief Executive Officer
would have the authority to make grants to Covered Employees.
Incentive Stock Options. No taxable income generally will
be recognized by an optionee upon the grant or exercise of an
incentive stock option. However, upon exercise, the difference
between the fair market value and the exercise price may be
subject to the alternative minimum tax. If shares of Common
Stock are issued to an optionee pursuant to the exercise of an
incentive stock option and no disqualifying disposition of the
shares is made by the optionee within two years after the date of
grant or within one year after the issuance of the shares to the
optionee, then upon the sale of the shares any amount realized in
excess of the option exercise price should be taxed to the
optionee as mid-term or long-term capital gain and any loss
sustained will be a mid-term or long-term capital loss.
If shares of Common Stock acquired upon the exercise of
incentive stock options are disposed of prior to the expiration
of either holding period described above, the optionee generally
will recognize ordinary income in the year of disposition in an
amount equal to any excess of the fair market value of the shares
at the time of exercise (or, if less, the amount realized on the
disposition of the shares in a sale or exchange) over the option
exercise price paid for the shares. Any further gain (or loss)
realized by the optionee generally will be taxed as a short-term,
mid-term or long-term capital gain (or loss) depending on the
holding period.
As described above with respect to non-qualified stock
options, the 1998 Plan has been designed to qualify any ordinary
compensation income recognized by optionees with respect to
incentive stock options granted by the Compensation Committee as
"performance-based compensation" as defined in Section 162(m) of
the Code.
Restricted Stock Awards. A recipient of restricted stock
generally will be subject to tax at ordinary income tax rates on
the fair market value of the restricted stock reduced by any
amount paid by the recipient at the time the shares are no longer
subject either to a risk of forfeiture or restrictions on
transfer for purpose of Section 83 of the Code. However, a
recipient who so elects under Section 83(b) of the Code within 30
days of the date of transfer of the shares will have taxable
ordinary income on the date of transfer of the shares equal to
the excess of the fair market value of the shares (determined
without regard to the risk of forfeiture or restrictions on
transfer) over any purchase price paid for the shares. If a
Section 83(b) election is made and the shares are subsequently
forfeited, the recipient will not be allowed to take a deduction
for the value of the forfeited shares. If a Section 83(b)
election has not been made, any dividends received with respect
to Restricted Stock that are subject at that time to a risk of
forfeiture or restrictions on transfer generally will be treated
as compensation that is taxable as ordinary income to the
recipient; otherwise the dividends will be treated as dividends.
Awards of restricted stock to Covered Employees will not qualify
as "performance-based compensation" and the Company will be
subject to the limitation on deductibility under Section 162(m)
of the Code.
Special Rules Applicable to Officers and Directors. In
limited circumstances where the sale of stock that is received as
the result of a grant of an award could subject an officer or
director to suit under Section 16(b) of the Exchange Act, the tax
consequences to the officer or director may differ from the tax
consequences described above. In these circumstances, unless a
special election has been made, the principal difference usually
will be to postpone valuation and taxation of the stock received
so long as the sale of the stock received could subject the
officer or director to suit under Section 16(b) of the Exchange
Act, but not longer than six months.
Tax Consequences to the Company or Subsidiary. Section
162(m) of the Code limits the ability of the Company to deduct
compensation paid during a fiscal year to a Covered Employee in
excess of one million dollars, unless such compensation is based
on performance criteria established by the Committee or meets
another exception specified in Section 162(m) of the Code.
Certain awards described above will not qualify as
"performance-based compensation" or meet any other exception
under Section 162(m) of the Code and, therefore, the Company's
deductions with respect to such awards will be subject to the
limitations imposed by such Section. To the extent a recipient
recognizes ordinary income in the circumstances described above,
the Company or subsidiary for which the recipient performs
services will be entitled to a corresponding deduction provided
that, among other things, (i) the income meets the test of
reasonableness, is an ordinary and necessary business expense and
is not an "excess parachute payment" within the meaning of
Section 280G of the Code and (ii) either the compensation is
"performance-based" within the meaning of Section 162(m) of the
Code or the one million dollar limitation of Section 162(m) of
the Code is not exceeded.
Vote Required
The affirmative vote of the holders of a majority of the
shares of Common Stock represented in person or by proxy and
entitled to vote at the Annual Meeting is required for approval
of the 1998 Plan, which approval is a condition to the
effectiveness of the 1998 Plan. Accordingly under Louisiana law,
the Company's Amended and Restated Articles of Incorporation and
bylaws, abstentions have the same legal effect as a vote against
this proposal, but a broker non-vote is not counted. The persons
named in the proxy intend to vote for the adoption of the 1998
Plan, unless otherwise instructed.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF
THE 1998 PLAN AS DESCRIBED ABOVE AND AS SET FORTH IN APPENDIX A.
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Shareholders may propose matters to be presented at
shareholders' meetings and may also nominate persons to be
directors, subject to the formal procedures that have been
established.
Proposals for 1999 Annual Meeting
Pursuant to rules promulgated by the Securities and Exchange
Commission, any proposals of shareholders of the Company intended
to be presented at the Annual Meeting of Shareholders of the
Company to be held in 1999 and included in the Company's proxy
statement and form of proxy relating to that meeting, must be
received at the Company's principal executive offices, 107 Global
Circle, Lafayette, Louisiana 70503, no later than March 8, 1999.
Such proposals must be in conformity with all applicable legal
provisions, including Rule 14a-8 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as
amended.
In addition to the Securities and Exchange Commission rules
described in the preceding paragraph, the Company's bylaws
provide that for business to be properly brought before any
annual meeting of shareholders, it must be either (i) specified
in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (ii) otherwise
brought before the meeting by or at the direction of the Board of
Directors, or (iii) otherwise properly brought before the meeting
by a shareholder of the Company who is a shareholder of record at
the time of giving of the required notice described below, who
shall be entitled to vote at such meeting and who complies with
the following notice procedures. For business to be brought
before an annual meeting by a shareholder of the Company, the
shareholder must have given timely notice in writing of the
business to be brought before such Annual Meeting to the
Secretary of the Company. To be timely for the 1999 Annual
Meeting, a shareholder's notice must be delivered to or mailed
and received at the Company's principal executive offices,
107 Global Circle, Lafayette, Louisiana 70503, on or before
May 10, 1999. A shareholder's notice to the Secretary must set
forth as to each matter the shareholder proposes to bring before
the Annual Meeting (a) a brief description of the business
desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name
and address, as they appear on the Company's books, of the
shareholder proposing such business, (c) the class and number of
shares of voting stock of the Company which are owned
beneficially by the shareholder, (d) a representation that the
shareholder intends to appear in person or by proxy at the annual
meeting to bring the proposed business before the meeting, and
(e) a description of any material interest of the shareholder in
such business. A shareholder must also comply with all
applicable requirements of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder with respect
to the matters set forth in the foregoing bylaw provisions.
Nominations for 1999 Annual Meeting and for Any Special Meetings
Pursuant to the Company's bylaws, only persons who are
nominated in accordance with the following procedures are
eligible for election as directors. Nominations of persons for
election to the Company's Board of Directors may be made at a
meeting of shareholders only (a) by or at the direction of the
Board of Directors or (b) by any shareholder of the Company who
is a shareholder of record at the time of giving of the required
notice described below, who shall be entitled to vote for the
election of directors at the meeting, and who complies with the
following notice procedures. All nominations, other than those
made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Secretary of the
Company. To be timely, a shareholder's notice shall be delivered
to or mailed and received at the Company's principal executive
offices, 107 Global Circle, Lafayette, Louisiana 70503, (i) with
respect to an election to be held at the 1999 Annual Meeting of
Shareholders on or before May 10, 1999, and (ii) with respect to
any election to be held at a special meeting of shareholders, not
later than the close of business on the 10th day following the
day on which notice of the date of the special meeting was mailed
or public disclosure of the date of the meeting was made,
whichever first occurs. A shareholder's notice to the Secretary
must set forth (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a director,
all information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors,
or is otherwise required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including the
written consent of such person to be named in the proxy statement
as a nominee and to serve as a director if elected); and (b) as
to the shareholder giving the notice (i) the name and address, as
they appear on the Company's books, of such shareholder, and
(ii) the class and number of shares of capital stock of the
Company which are beneficially owned by the shareholder. In the
event a person who is validly designated as a nominee for
election as a director shall thereafter become unable or
unwilling to stand for election to the Board of Directors, the
Board of Directors or the shareholder who proposed such nominee,
as the case may be, may designate a substitute nominee. A
shareholder must also comply with all applicable requirements of
the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder with respect to the matters set forth
in the foregoing bylaw provisions.
COMPLIANCE
The Company believes, based upon a review of the forms and
amendments furnished to it, that during fiscal year 1998 the
Company's directors and officers complied with the filing
requirements under Section 16(a) of the Securities Exchange Act
of 1934, except that Mr. Michael J. McCann who became an
executive officer during fiscal 1998 was late in filing his
Initial Statement of Beneficial Ownership on Form 3 and Mr.
Michael J. Pollock, a director was late in filing a Statement of
Change in Beneficial Ownership on Form 4.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, independent public accountants, have
been the principal independent auditors for the Company since
October 1991. The Company expects that they will continue as the
Company's principal independent auditors. Representatives of
Deloitte & Touche LLP are expected to be present at the Annual
Meeting, with the opportunity to make a statement if they desire
to do so and to respond to appropriate questions from
shareholders.
GENERAL
The Board of Directors knows of no other matters to be
brought before the Annual Meeting. However, if other matters
should properly come before the Annual Meeting, it is the
intention of the persons named in the accompanying proxy to vote
such proxy in accordance with their judgment on such matters.
The cost of soliciting proxies on behalf of the Board of
Directors will be borne by the Company. In addition to the use
of the mails, proxies may be solicited by the directors, officers
and employees of the Company, without additional compensation, by
personal interview, special letter, telephone, telegram or
otherwise. Brokerage firms and other custodians, nominees and
fiduciaries who hold the voting securities of record will be
requested to forward solicitation materials to the beneficial
owners thereof and will be reimbursed by the Company for their
expenses. The Company has retained the services of American
Stock Transfer & Trust Company to assist in the solicitation of
proxies either in person or by mail, telephone or telegram, at an
estimated cost of $10,000, plus expenses.
ANNUAL REPORT AND FORM 10-K
The Company's Annual Report to Shareholders containing
audited financial statements for the year ended March 31, 1998,
is being mailed herewith to all shareholders entitled to vote at
the Annual Meeting. The Annual Report to Shareholders does not
constitute a part of this proxy soliciting material.
A copy of the 1998 Annual Report on Form 10-K as filed with
the Securities and Exchange Commission may be obtained, without
charge, by writing the Company, Global Industries, Ltd.,
107 Global Circle, Lafayette, Louisiana 70503, Attention:
Investor Relations.
APPENDIX A
GLOBAL INDUSTRIES, LTD.
1998 EQUITY INCENTIVE PLAN
I. PURPOSE
The purpose of the Global Industries, Ltd. 1998 EQUITY
INCENTIVE PLAN is to provide a means through which Global
Industries, Ltd. and its subsidiaries may attract able persons to
enter the employ of the Company (as defined below) or its
Subsidiaries, and to provide a means whereby those individuals
upon whom the responsibilities of the successful administration
and management of the Company and its Subsidiaries rest, and
whose present and potential contributions to the welfare of the
Company and its Subsidiaries are of importance, can acquire and
maintain stock ownership, thereby strengthening their concern for
the welfare of the Company and its Subsidiaries. A further
purpose of the Plan is to provide such individuals with
additional incentive and reward opportunities designed to enhance
the profitable growth of the Company and its Subsidiaries.
Accordingly, the Plan provides that the Company may grant to
certain employees shares of Restricted Stock, or the option to
purchase shares of Common Stock, as hereinafter set forth.
Options granted under the Plan may be either Incentive Stock
Options or options that do not constitute Incentive Stock
Options.
II. DEFINITIONS
The following definitions (including any plural thereof)
shall be applicable throughout the Plan unless specifically
modified by any Section:
(a) "ADMINISTRATOR" means (i) in the context of Awards made
to, or the administration (or interpretation of any provision) of
the Plan as it relates to, any person who is subject to
Section 16 of the Exchange Act (including any successor section
to the same or similar effect, "Section 16"), the Committee, or
(ii) in the context of Awards made to, or the administration (or
interpretation of any provision) of the Plan as its relates to,
any person who is not subject to Section 16, the Committee or the
Chief Executive Officer of the Company if the Chief Executive
Officer is a Director.
(b) "AWARD" means an Option or grant of Restricted Stock.
(c) "BOARD" means the Board of Directors of the Company.
(d) "CODE" means the Internal Revenue Code of 1986, as
amended. Reference in the Plan to any section of the Code shall
be deemed to include any amendments or successor provisions to
such section and any regulations promulgated under such section.
(e) "COMMITTEE" means a committee of the Board comprised
solely of two or more outside Directors (within the meaning of
the term "outside directors" as used in Section 162(m) of the
Code and applicable interpretive authority thereunder and so long
as the Company is subject to Section 16 of the Exchange Act
within the meaning of "Non-Employee Director" as defined in
Rule 16b-3). Such committee shall be the Compensation Committee
of the Board unless and until the Board designates another
committee of the Board to serve as the Committee as described in
the Plan.
(f) "COMMON STOCK" means the common stock, $.01 par value,
of the Company, or any security into which such Common Stock may
be changed by reason of any transaction or event of the type
described in Section IX(b).
(g) "COMPANY" shall mean Global Industries, Ltd., a
Louisiana corporation, or any successor thereto.
(h) "DIRECTOR" means an individual elected to the Board by
the shareholders of the Company or by the Board under applicable
corporate law who is serving on the Board on the date the Plan is
adopted by the Board or is elected to the Board after such date.
(i) "DISABILITY" means any permanent and total disability
as defined in section 22(e)(3) of the Code.
(j) "EMPLOYEE" means any person (which may include a
Director) in an employment relationship with the Company or with
respect to Incentive Stock Options, any parent or subsidiary
corporation as defined in section 424 of the Code, or with
respect to Awards that do not constitute an Incentive Stock
Option, any Subsidiary of the Company.
(k) "EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated
thereunder.
(l) "INCENTIVE STOCK OPTION" means an incentive stock
option within the meaning of section 422 of the Code.
(m) "MARKET VALUE PER SHARE" means, as of any specified
date, the closing sale price of the Common Stock on that date
(or, if there are no sales on that date, the last preceding date
on which there was a sale) in the principal securities market in
which the Common Stock is then traded. If the Common Stock is
not publicly traded at the time a determination of "Market Value
per Share" is required to be made hereunder, the determination of
such amount shall be made by the Administrator in such manner as
it deems appropriate.
(n) "OPTION" means an option to purchase Common Stock
granted under Section VII of the Plan and includes both
Incentive Stock Options and Options that do not constitute
Incentive Stock Options.
(o) "OPTION AGREEMENT" means a written agreement between
the Company and an Optionee with respect to, and evidencing the
grant of, an Option.
(p) "OPTIONEE" means an employee who has been granted an
Option.
(q) "PLAN" means the Global Industries, Ltd. 1998 Equity
Incentive Plan, as amended from time to time.
(r) "RESTRICTED STOCK" means shares of Common Stock granted
pursuant to Section VIII of the Plan as to which neither the
substantial risk of forfeiture nor the restriction on transfers
referred to therein has expired.
(s) "RESTRICTED STOCK AGREEMENT" means a written agreement
between the Company and a recipient of Restricted Stock with
respect to, and evidencing the grant of, Restricted Stock.
(t) "RULE 16B-3" means Rule 16b-3 under the Exchange Act,
as such rule may be amended from time to time, any successor
rule, regulation or statue fulfilling the same or similar
function.
(u) "SUBSIDIARY" means any entity other than the Company
(whether a partnership, trust, corporation, limited liability
company or other) with respect to which the Company, directly or
indirectly through one or more other entities, owns equity
interests possessing 25 percent or more of the total combined
voting power of all equity interests of such entity (excluding
voting power that arises only upon the occurrence of one or more
specified events).
III. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall become effective upon the date of its
adoption by the Board; provided, that the Plan is approved by the
shareholders of the Company within twelve months thereafter.
Notwithstanding any provision of the Plan or of any Option
Agreement or Restricted Stock Agreement, no Option shall be
exercisable, and no shares of Restricted Stock shall vest, prior
to such shareholder approval. No further Options or Restricted
Stock may be granted under the Plan after ten years from the date
the Plan is adopted by the Board. The Plan shall remain in
effect until all Options granted under the Plan have been
satisfied or expired, and all shares of Restricted Stock granted
under the Plan have vested or been forfeited.
IV. ADMINISTRATION
(a) ADMINISTRATOR. The Plan shall be administered by the
Administrator, so that Awards made to, and the administration (or
interpretation of any provision) of the Plan as it relates to,
any person who is subject to Section 16, shall be made or
effected by the Committee, and Awards made to, and the
administration (or interpretation of any provision) of the Plan
as it relates to, any person who is not subject to Section 16,
shall be made or effected by either the Committee or the Chief
Executive Officer of the Company if the Chief Executive Officer
is a Director.
(b) POWERS. Subject to the express provisions of the Plan,
the Administrator shall have authority, in its discretion, to
determine which employees shall receive an Award, the time or
times when such Award shall be granted, whether an Incentive
Stock Option or nonqualified Option shall be granted, and the
number of shares to be subject to each Award. In making such
determinations, the Administrator shall take into account the
nature of the services rendered by the respective employees,
their present and potential contribution to the Company's success
and such other factors as the Administrator in its discretion
shall deem relevant. Subject to the express provisions of the
Plan, the Administrator shall also have the power to construe the
Plan and the respective agreements executed hereunder, to
prescribe rules and regulations relating to the Plan, and to
determine the terms, restrictions and provisions of the Option
Agreements and the Restricted Stock Agreements, including such
terms, restrictions and provisions as shall be requisite in the
judgment of the Administrator to cause designated Options to
qualify as Incentive Stock Options, and to make all other
determinations necessary or advisable for administering the Plan.
The Administrator may correct any defect or supply any omission
or reconcile any inconsistency in the Plan or in any agreement
relating to an Award in the manner and to the extent it shall
deem expedient to carry it into effect. The determination of the
Administrator on the matters referred to in this Section IV shall
be conclusive; provided, however, that in the event of any
conflict in any such determination as between the Committee and
the Chief Executive Officer of the Company, each acting in
capacity as Administrator of the Plan, the determination of the
Committee shall be final and conclusive. All decisions and
determinations of the Committee shall be made by a majority of
the members thereof.
V. SHARES SUBJECT TO THE PLAN; GRANT OF OPTIONS;
GRANT OF RESTRICTED STOCK
(a) SHARES SUBJECT TO THE PLAN. Subject to adjustment as
provided in Section IX(b), the aggregate number of shares of
Common Stock that may be issued under the Plan shall not exceed
3,200,000 shares. Shares shall be deemed to have been issued
under the Plan only to the extent actually issued and delivered
pursuant to an Option or a grant of Restricted Stock. To the
extent that an Option or a grant of Restricted Stock lapses or
the rights of the recipient with respect thereto terminate, any
shares of Common Stock then subject to such Option or grant of
Restricted Stock shall again be available for grant under the
Plan. Notwithstanding any provision in the Plan to the contrary,
the maximum number of shares of Common Stock that (i) may be
subject to Options granted to any one individual during any
calendar year may not exceed 100,000 shares and (ii) may be
granted to any one individual during any calendar year as
Restricted Stock, may not exceed 100,000 shares (in each case
subject to adjustment as provided in Section IX(b)). The
limitation set forth in the preceding sentence shall be applied
in a manner which will permit compensation generated in
connection with Options (and grants of Restricted Stock) awarded
under the Plan by the Committee that is intended to constitute
"performance based" compensation for purposes of section 162(m)
of the Code to so qualify, to the extent possible, including,
without limitation, counting against such maximum number of
shares, to the extent required under section 162(m) of the Code
and applicable interpretive authority thereunder, any shares
subject to Options that are canceled or repriced.
(b) GRANT OF OPTIONS. The Administrator may from time to
time grant Options to one or more Employees determined by it to
be eligible for participation in the Plan in accordance with the
terms of this Plan.
(c) GRANT OF RESTRICTED STOCK. The Administrator may from
time to time grant Restricted Stock to one or more Employees
determined by it to be eligible for participation in the Plan in
accordance with the terms of this Plan.
(d) STOCK OFFERED. Subject to the limitations set forth in
Section V(a) above, the stock to be offered pursuant to an Award
may be authorized but unissued Common Stock or Common Stock
previously issued and outstanding and reacquired by the Company.
All authorized and unissued shares issued as Common Stock in
accordance with the Plan, Option Agreements and Restricted Stock
Agreements hereunder shall be fully paid and non-assessable
shares. Any of such shares which remain unissued and which are
not subject to outstanding Awards at the termination of the Plan
shall cease to be subject to the Plan but, until termination of
the Plan, the Company shall at all times make available a
sufficient number of shares to meet the requirements of the Plan.
VI. ELIGIBILITY
Awards may be granted only to persons who, at the time of
grant, are Employees. An Award may be granted on more than one
occasion to the same person and, subject to the limitations set
forth in the Plan, Awards consisting of Options may include an
Incentive Stock Option or an Option that is not an Incentive
Stock Option or any combination thereof, and Awards may consist
of any combination of Options and Restricted Stock.
VII. STOCK OPTIONS
(a) OPTION PERIOD. The term of each Option shall be as
specified by the Administrator at the date of grant.
(b) LIMITATIONS ON EXERCISE OF OPTION. An Option shall be
exercisable in whole or in such installments and at such times as
determined by the Administrator at the date of grant.
(c) SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS. An
Incentive Stock Option may be granted only to an individual who
is an Employee. To the extent that the aggregate Market Value
per Share (determined at the time the respective Incentive Stock
Option is granted) of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by an
individual during any calendar year under all incentive stock
option plans of the Company and its parent and Subsidiary
corporations exceeds $100,000, such Incentive Stock Options shall
be treated as Options which do not constitute Incentive Stock
Options. The Administrator shall determine, in accordance with
applicable provisions of the Code, Treasury Regulations and other
administrative pronouncements, which of an Optionee's Incentive
Stock Options will not constitute Incentive Stock Options because
of such limitation and shall notify the Optionee of such
determination as soon as practicable after such determination.
No Incentive Stock Option shall be granted to an individual if,
at the time the Option is granted, such individual owns stock
possessing more than 10% of the total combined voting power of
all classes of stock of the Company or of its parent or
subsidiary corporation, within the meaning of section 422(b)(6)
of the Code, unless (i) at the time such Option is granted the
option price is at least 110% of the Market Value per Share of
the Common Stock subject to the Option and (ii) such Option by
its terms is not exercisable after the expiration of five years
from the date of grant. An Incentive Stock Option shall not be
transferable otherwise than by will or the laws of descent and
distribution, and shall be exercisable during the Optionee's
lifetime only by such Optionee or the Optionee's guardian or
legal representative.
(d) OPTION AGREEMENT. Each Option may be exercisable for
such periods (not to exceed 10 years from the date of grant
thereof) and shall be evidenced by an Option Agreement in such
form and containing such provisions, terms and conditions not
inconsistent with the provisions of the Plan as the Administrator
from time to time shall approve, including, without limitation,
provisions to qualify an Incentive Stock Option under section 422
of the Code. Each Option Agreement shall specify the effect of
termination of employment, on the exercisability of the Option.
An Option Agreement may provide for the payment of the option
price, in whole or in part, by delivery of a number of shares of
Common Stock (plus cash if necessary) having a Market Value per
Share equal to such option price. Moreover, an Option Agreement
may provide for a "cashless exercise" of the Option pursuant to
procedures established by the Administrator with respect thereto.
The terms and conditions of the respective Option Agreements need
not be identical.
(e) OPTION PRICE AND PAYMENT. The price at which a share
of Common Stock may be purchased upon exercise of an Option shall
be set forth in the Option Agreement and shall be determined by
the Administrator but, subject to adjustment as provided in
Section IX(b), such purchase price shall not be less than the
Market Value per Share of a share of Common Stock on the date
such Option is granted in the case of an Incentive Stock Option
and 85% of the Market Value per Share of a share of Common Stock
on the date such Option is granted in the case of an Option that
is not an Incentive Stock Option. The Option or any portion
thereof may be exercised by delivery of an irrevocable notice of
exercise to the Company, as specified by the Administrator. The
purchase price of the Option or portion thereof shall be paid in
full in the manner specified by the Administrator. Separate stock
certificates shall be issued by the Company for those shares
acquired pursuant to the exercise of an Incentive Stock Option
and for those shares acquired pursuant to the exercise of any
Option that does not constitute an Incentive Stock Option.
(f) SHAREHOLDER RIGHTS AND PRIVILEGES. The Optionee shall
be entitled to all the privileges and rights of a shareholder
only with respect to such shares of Common Stock as have been
purchased under the Option and for which certificates
representing such Common Stock have been registered in the
Optionee's name.
(g) OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY
OTHER CORPORATIONS. Options may be granted under the Plan from
time to time in substitution for stock options held by
individuals employed by corporations who become employees as a
result of a merger or consolidation or other business combination
of the employing corporation with the Company or any Subsidiary.
VIII. RESTRICTED STOCK
(a) OWNERSHIP OF RESTRICTED STOCK. Upon receipt by the
Company of an executed Restricted Stock Agreement, each grant of
Restricted Stock will constitute an immediate transfer of record
and beneficial ownership of the shares of Restricted Stock to the
recipient of the grant in consideration of the performance of
services by such recipient (or other consideration determined by
the Administrator), entitling the recipient to all voting and
other ownership rights, but subject to the restrictions
hereinafter referred or contained in the related Restricted Stock
Agreement. Each grant may, in the discretion of the
Administrator, limit the recipient's dividend rights during the
period in which the shares of Restricted Stock are subject to a
substantial risk of forfeiture and restrictions on transfer. In
the event that, as the result of a stock split or stock dividend
or combination of shares or any other change, or exchange for
other securities, by reclassification, reorganization, merger,
consolidation, recapitalization or otherwise, the recipient
shall, as the owner of Common Stock subject to restrictions
hereunder, be entitled to new or additional shares of stock or
securities, the certificate or certificates for, or other
evidences of, such new or additional or different shares or
securities, shall also be subject to all provisions of the Plan
and the applicable Restricted Stock Agreement relating to
substantial risk of forfeiture, restrictions and lapse of
restrictions to the extent applicable to the shares with respect
to which they were distributed; provided, however, that if the
recipient shall receive rights, warrants or fractional interests
in respect of any of such Common Stock, such rights or warrants
may be held, exercised, sold or otherwise disposed of, and such
fractional interests may be settled, by the recipient free and
clear of the restrictions hereafter set forth.
(b) SUBSTANTIAL RISK OF FORFEITURE AND RESTRICTIONS ON
TRANSFER. Each grant of Restricted Stock will provide that
(i) the shares covered thereby will be subject, for a period or
periods (which may be based upon achievement of performance
standards) determined by the Administrator at the date of grant,
to one or more restrictions, including, without limitation, a
restriction that constitute a "substantial risk of forfeiture"
within the meaning of section 83 of the Code and applicable
interpretive authority thereunder, and (ii) during such period or
periods during which such restrictions are to continue, the
transferability of the Restricted Stock subject to such
restrictions will be prohibited or restricted in a manner and to
the extent prescribed by the Administrator at the date of grant,
including prohibitions on sale, assignment, pledge or
hypothecation of the shares.
(c) RESTRICTED STOCK HELD IN TRUST. Shares of Common Stock
awarded pursuant to a grant of Restricted Stock may be held in
trust by the Company for the benefit of the recipient until such
time as the applicable restriction on transfer thereof shall have
expired or otherwise lapsed, at which time certificates
representing such Common Stock will be delivered to the
recipient. Certificates representing Common Stock issued
pursuant to the Plan shall be imprinted with a legend to the
effect that the shares represented thereby may not be sold,
exchanged, transferred, pledged, hypothecated or otherwise
disposed of except in accordance with the terms of this Plan and
the Restricted Stock Agreement and applicable securities laws,
and each transfer agent for the Common Stock shall be instructed
to like effect in respect of such shares. In aid of such
restrictions, the Company may require the recipient to execute
and deliver to the Company a stock power in blank with respect to
the shares and may, in its sole discretion, determine to retain
possession of the certificates for shares with respect to which
the restrictions have not lapsed. The Company shall have the
right, in its sole discretion, to exercise such stock power in
the event that the Company becomes entitled to shares pursuant to
the provisions of the Plan or the Restricted Stock Agreement
related to such shares. In the event of the termination of the
participant's employment with the Company, the participant shall
be obligated, for no consideration, to forfeit and surrender such
shares, to the extent then subject to restrictions, to the
Company. The restrictions shall be binding upon and enforceable
against any transferee.
(d) RESTRICTED STOCK AGREEMENT; CONSIDERATION. (i) Each
grant of Restricted Stock shall be evidenced by a Restricted
Stock Agreement in such form and containing such provisions not
inconsistent with the provisions of the Plan as the Administrator
from time to time shall approve. The terms and conditions of the
respective Restricted Stock Agreements need not be identical.
Each grant of Restricted Stock may be made without additional
consideration or in consideration of a payment by the recipient
that is less than the Market Value per Share on the date of
grant, as determined by the Administrator.
(ii) As a condition to the issuance of shares of Common
Stock to a recipient, such recipient must consent to the
provisions of this Plan as then in effect and the Restricted
Stock Agreement by executing a copy of the Restricted Stock
Agreement and returning such executed copy to the Company. The
failure by a recipient to execute and return a copy of such
Restricted Stock Agreement within 30 days of its issuance shall
constitute grounds for the forfeiture of any right to receive the
shares of Common Stock potentially issuable pursuant to such
Restricted Stock Agreement, in the discretion of the
Administrator.
IX. RECAPITALIZATION, REORGANIZATION AND CHANGE IN CONTROL
(a) NO EFFECT ON RIGHT OR POWER. The existence of the Plan
and the Awards granted hereunder shall not affect in any way the
right or power of the Board or the shareholders of the Company or
any Subsidiary to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's
or any Subsidiary's capital structure or its business, any merger
or consolidation of the Company or any Subsidiary, any issue of
debt or equity securities ahead of or affecting Common Stock or
the rights thereof, the dissolution or liquidation of the Company
or any Subsidiary or any sale, lease, exchange or other
disposition of all or any part of its assets or business or any
other corporate act or proceeding.
(b) CHANGES IN COMMON STOCK. The provisions of
Section V(a) imposing limits on the numbers of shares of Common
Stock covered by Awards granted under the Plan, as well as the
number or type of shares or other property subject to outstanding
Options and Restricted Stock grants and the applicable option
prices per share, shall be adjusted appropriately by the
Committee in the event of stock dividends, spin offs of assets or
other extraordinary dividends, stock splits, combinations of
shares, recapitalization, mergers, consolidations,
reorganizations, liquidations, issuances of rights or warrants,
conversion or exchange of the Common Stock for a different number
or kind of shares of stock or securities of the Company or
another entity and similar transactions or events. If any such
adjustment shall result in a fractional share, such fraction
shall be disregarded.
(c) CHANGE IN CONTROL. As used in the Plan, the term
"Change in Control" shall mean:
(aa) any person (within the meaning of Section 13(d) or
14(d) under the Exchange Act, including any group (within
the meaning of Section 13(d)(3) under the Exchange Act), a
"Person") except a underwriter or group of underwriters in
connection with a public offering of the Common Stock, is or
becomes the "beneficial owner" (as such term is defined in
Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company (such Person being
referred to as an "Acquiring Person") representing 50% or
more of the combined voting power of the Company's
outstanding securities other than beneficial ownership by
(i) the Company or any Subsidiary of the Company, (ii) any
employee benefit plan of the Company or any Person
organized, appointed or established pursuant to the terms of
any such employee benefit plan (unless such plan or Person
is a party to or is utilized in connection with a
transaction led by Outside Persons), or (iii) William J.
Dore' or any Person controlling, controlled by or under
common control with Dore' (Persons referred to in clauses
(i) and (ii) hereof are hereinafter referred to as "Excluded
Persons"); or
(bb) individuals who constituted the Board as of
May 30, 1998 (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board, provided that
any individual becoming a director subsequent to May 30,
1998 whose appointment to fill a vacancy or to fill a new
Board position or whose nomination for election by the
Company's shareholders was approved by a vote of at least a
majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a
member of the Incumbent Board; or
(cc) the Company mergers with or consolidates into or
engages in a reorganization or similar transaction with
another entity pursuant to a transaction in which the
Company is not the "Controlling Corporation"; or
(dd) the Company sells, leases or otherwise disposes of
all or substantially all of its assets, other than to
Excluded Persons, or is dissolved or liquidated.
For purposes of clause (aa) above, if at any time there
exist securities of different classes entitled to vote separately
in the election of directors, the calculation of the proportion
of the voting power held by a beneficial owner of the Company's
securities shall be determined as follows: first, the proportion
of the voting power represented by securities held by such
beneficial owner of each separate class or group of classes
voting separately in the election of directors shall be
determined, provided that securities representing more than 50%
of the voting power of securities of any such class or group of
classes shall be deemed to represent 100% of such voting power;
second, such proportion shall then be multiplied by a fraction,
the numerator of which is the number of directors which such
class or classes is entitled to elect and the denominator of
which is the total number of directors elected to membership on
the Board at the time; and third, the product obtained for each
such separate class or group of classes shall be added together,
which sum shall be the proportion of the combined voting power of
the Company's outstanding securities held by such beneficial
owner.
For purposes of clause (aa) above, the term "Outside
Persons" means any Persons other than Persons described in
clauses (aa) (i) or (iii) above (as to Persons described in
clause (aa) (iii) above, while they are Excluded Persons) or
members of senior management of the Company in office immediately
prior to the time the Acquiring Person acquires the beneficial
ownership described in clause (aa).
For purposes of clause (cc) above, the Company shall be
considered to be the Controlling Corporation in any merger,
consolidation, reorganization or similar transaction unless
either (1) the shareholders of the Company immediately prior to
the consummation of the transaction (the "Old Shareholders")
would not, immediately after such consummation, beneficially own,
directly or indirectly, securities of the resulting entity
entitled to elect a majority of the members of the Board of
Directors or other governing body of the resulting entity or
(2) those persons who were Directors of the Company immediately
prior to the consummation of the proposed transaction would not,
immediately after such consummation, constitute a majority of the
directors of the resulting entity, provided that (I) there shall
be excluded from the determination of the voting power of the Old
Shareholders securities in the resulting entity beneficially
owned, directly or indirectly, by the other party to the
transaction and any such securities beneficially owned, directly
or indirectly, by any Person acting in concert with the other
party to the transaction (unless such other party or such Person
is William J. Dore',), (II) there shall be excluded from the
determination of the voting power of the Old Shareholders
securities in the resulting entity acquired in any such
transaction other than as a result of the beneficial ownership of
Company securities prior to the transaction and (III) persons who
are directors of the resulting entity shall be deemed not to have
been directors of the Company immediately prior to the
consummation of the transaction if they were elected as directors
of the Company within 90 days prior to the consummation of the
transaction.
Upon the occurrence of a Change in Control, with respect to
each recipient of an Option hereunder, the Committee, acting in
its sole discretion without the consent or approval of any
optionee, shall effect one or more of the following alternatives,
which may vary among individual Optionees: (1) accelerate the
time at which Options then outstanding may be exercised so that
such Options may be exercised in full for a limited period of
time on or before a specified date (before or after such Change
of Control) fixed by the Committee, after which specified date
all unexercised Options and all rights of Optionees thereunder
shall terminate, (2) require the mandatory surrender to the
Company by selected Optionees of some or all of the outstanding
Options held by such Optionees (irrespective of whether such
Options are then exercisable under the provisions of the Plan) as
of a date, before or after such Change of Control, specified by
the Committee, in which event the Committee shall thereupon
cancel such Options and the Company shall pay to each optionee an
amount of cash per share equal to the excess of the amount
calculated in the next sentence (the "Change of Control Value")
of the shares subject to such Option over the exercise price(s)
under such Options for such shares, (3) make such adjustments to
Options then outstanding as the Committee may determine in its
sole discretion (provided, however, in its sole discretion the
Committee may determine that no adjustment is necessary to
Options then outstanding) or (4) provide that thereafter upon any
exercise of an Option theretofore granted the Optionee shall be
entitled to purchase under such option, in lieu of the number of
shares of Common Stock then covered by such Option, the number
and class of shares of stock or other securities or property to
which the Optionee would have been entitled pursuant to the terms
of the agreement of merger, consolidation or sale of assets and
dissolution if, immediately prior to such merger, consolidation
or sale of assets and dissolution the Optionee had been the
holder of record of the number of shares of Common Stock then
covered by such Option. "Change of Control Value" shall equal
the amount determined in clause (i), (ii) or (iii), whichever is
applicable, as follows: (i) the per share price offered to
shareholders of the Company in any such merger, consolidation,
reorganization, sale of assets or dissolution transaction, (ii)
the price per share offered to shareholders of the Company in any
tender offer or exchange offer whereby a Change of Control takes
place, or (iii) if such Change of Control occurs other than
pursuant to a tender or exchange offer, the fair market value per
share of the shares into which such Options being surrendered are
exercisable, as determined by the Committee as of the date
determined by the Committee to be the date of cancellation and
surrender of such Options. In the event that the consideration
offered to shareholders of the Company in any transaction
described in this paragraph or the paragraph above consists of
anything other than cash, the Committee shall determine the fair
cash equivalent of the portion of the consideration offered which
is other than cash. Upon the occurrence of a Change of Control,
with respect to the recipient of Restricted Stock Awards the
Committee, acting in its sole discretion, without the consent or
approval of any holder of Restricted Stock may provide that (x)
all restrictions applicable to such recipient's Restricted Stock
shall lapse and the Restricted Stock shall vest in full, (y) all
restrictions applicable to such recipient's Restricted Stock
which would expire or be satisfied within twelve months of the
Change of Control shall be deemed to have been satisfied and to
that extent such Restricted Stock shall vest in full or (iii)
such Change of Control shall have no effect on the restrictions
applicable to such recipient's Restricted Stock.
X. AMENDMENT AND TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan at any
time with respect to any shares of Common Stock for which Awards
have not theretofore been granted. The Board shall have the
right to alter or amend the Plan or any part thereof from time to
time, provided that no change in any Award theretofore granted
may be made which would impair the rights of the recipient
thereof without the consent of such recipient, and provided
further that the Board may not, without approval of the
shareholders of the Company, amend the Plan to (a) increase the
maximum aggregate number of shares that may be issued under the
Plan or (b) change the class of individuals eligible to receive
Awards under the Plan.
XI. MISCELLANEOUS
(a) NO RIGHT TO AN OPTION OR RESTRICTED STOCK. Neither the
adoption of the Plan nor any action of the Board or the
Administrator shall be deemed to give an employee any right to be
granted an Award or any other rights hereunder except as may be
evidenced by an Option Agreement or Restricted Stock Agreement
duly executed and delivered on behalf of the Company, and then
only to extent and on the terms and conditions expressly set
forth therein. The Plan shall be unfunded. The Company shall
not be required to establish any special or separate fund or to
make any other segregation of funds or assets to assure the
performance of its obligations under any Award. Nothing
contained herein shall be deemed to create a trust of any kind or
create any fiduciary relationship.
(b) NO EMPLOYMENT OR MEMBERSHIP RIGHTS CONFERRED. Nothing
contained in the Plan shall (i) confer upon any employee any
right with respect to continuation of employment with the Company
or any Subsidiary or (ii) interfere in any with the right of the
Company or any Subsidiary to terminate his or her employment at
any time.
(c) OTHER LAWS; WITHHOLDING. The Company shall not be
obligated to issue any Common Stock pursuant to any Award granted
under the Plan at any time when the shares covered thereby have
not been registered under the Securities Act of 1933, as amended,
and such other state and federal laws, rules and regulations as
the Company or the Administrator deems applicable and, in the
opinion of legal counsel to the Company, there is no exemption
from the registration requirements of such laws, rules and
regulations available for the issuance and sale of such shares.
No fractional shares of Common Stock shall be delivered, nor
shall any cash in lieu of fractional shares be paid. The Company
shall have the right to (i) make deductions from any settlement
or exercise of an Award made under the Plan, including the
delivery of shares, or require shares or cash or both be withheld
from any Award, in each case in an amount sufficient to satisfy
withholding of any federal, state or local taxes required by law,
or (ii) take such other action as may be necessary or appropriate
to satisfy any such tax withholding obligations. The
Administrator may determine the manner in which such tax
withholding may be satisfied, and may permit shares of Common
Stock (together with cash, as appropriate) to be used to satisfy
required tax withholding based on the Market Value per Share of
any such shares of Common Stock, as of the date of delivery of
shares in satisfaction of the applicable Award; provided that
election by any participant who is subject to Section 16 of the
Exchange Act may only be made during the period beginning on the
third business day following the date of release for publication
of quarterly or annual summary statements of earnings and ending
on the last business day of the third month of the fiscal quarter
during which such announcement was made following such date.
(d) NO RESTRICTION ON CORPORATE ACTION. Subject to the
restrictions contained in Section X, nothing contained in the
Plan shall be construed to prevent the Company or any Subsidiary
from taking any corporate action, whether or not such action
would have an adverse effect on the Plan or any Award granted
hereunder. No Employee, beneficiary or other person shall have
any claim against the Company or any Subsidiary as a result of
any such action.
(e) RESTRICTIONS ON TRANSFER OF OPTIONS AND CERTAIN
UNDERLYING SHARES. An Option (other than an Incentive Stock
Option, which shall be subject to the transfer restrictions set
forth in Section VII(c)) shall not be transferable otherwise than
(i) by will or the laws of descent and distribution,
(ii) pursuant to a qualified domestic relations order as defined
by the Code or Title I of the Employee Retirement Income Security
Act of 1974, as amended, or the rules thereunder, or (iii) with
the consent of the Administrator.
(f) GOVERNING LAW. The Plan shall be constructed in
accordance with the laws of the State of Texas.
(Front of Card)
PROXY GLOBAL INDUSTRIES, LTD.
Proxy for 1998 Annual Meeting
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints William J. Dore' and Michael
J. McCann, and each of them, with or without the other, proxies,
with full power of substitution, to vote all shares of stock that
the undersigned is entitled to vote at the 1998 Annual Meeting of
Shareholders of Global Industries, Ltd. (the "Company"), to be
held in Houston, Texas on August 5, 1998, at 10:00 a.m. (local
time) and all adjournments and postponements thereof as follows:
(1) Election of Directors
[] FOR all nominees listed [] WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below). nominees listed below.
(INSTRUCTION: To withhold authority to vote for
any individual nominee strike a line through the
nominee's name in the list below.)
William J. Dore' James C. Day Myron J. Moreau
Michael J. McCann Edward P. Djerejian Michael J. Pollock
(2) Proposal to approve the Global Industries, Ltd.
1998 Equity Incentive Plan.
[] FOR [] AGAINST [] ABSTAIN
(3) In their discretion, upon any other business which may
properly come before said meeting.
[] FOR [] AGAINST [] ABSTAIN
(continued on reverse side)
(Back of Card)
This Proxy will be voted as you specify above. If no
specification is made, this Proxy will be voted with respect to
item (1) FOR the nominees listed, with respect to item (2) FOR
approval of the 1998 Equity Incentive Plan and in accordance
with the judgment of the persons voting the Proxy with respect to
any other matters which may properly be presented at the meeting.
Receipt of the Notice of the 1998 Annual Meeting and the related
Proxy Statement is hereby acknowledged.
Dated:___________________________,1998
__________________________________________________
Signature
__________________________________________________
Signature, if jointly held
Please sign your name exactly as it
appears hereon. Joint owners must
each sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as it appears hereon.
If held by a corporation, please
sign in the full corporate name by
the president or other authorized
officer.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENVELOPE PROVIDED.
