Preview | Employment Agreement |

EMPLOYMENT AGREEMENT

This Employment Agreement (this Agreement) is entered into and effective as of July 6, 2005 between Horizon Offshore, Inc., a Delaware corporation (the Company), and Ronald D. Mogel (Executive).

W I T N E S S E T H:

WHEREAS, the Company desires to employ Executive, and Executive desires to to serve the Company, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereby agree as follows:

1. Employment. The Company agrees to employ Executive, and Executive agrees to be employed by the Company, during the Employment Period (as defined in Section 4(a)), on the terms and subject to the conditions set forth in this Agreement.

2. Position and Duties.

(a) Executive agrees to serve as Executive Vice President and Chief Financial Officer of the Company or in such other capacity or position of greater or equal authority to which Executive may be assigned by the Companys Board of Directors (the Board). The Executives capacity, position or duties after a Change of Control (which for purposes of this Agreement shall have the meaning given to such term in Section 11.12(a) of the Companys 2005 Stock Incentive Plan (the Incentive Plan)) shall not be considered of greater or equal authority with Executives capacity, position or duties prior to a Change of Control unless (i) after the Change of Control the Executive holds an equivalent position with, and exercises equivalent or greater authority and has equivalent or greater duties on behalf of, the Company or the Post-Transaction Corporation (as defined in the Incentive Plan) and (ii) after the Change of Control the Executives place of employment shall be within the Houston metropolitan area. Executive agrees to perform diligently and to the best of Executives abilities the duties and services pertaining to such capacities or positions as reasonably determined by the Board, as well as such additional or different duties and services to which Executive may from time to time be reasonably directed to perform by the Board. Executives position, job descriptions, duties and/or responsibilities may be modified from time to time in the sole discretion of the Board; provided, however, that Executive may not be assigned to any capacity or position of lesser authority than that of an executive officer of the Company. Executive agrees to devote his full business time and attention to the business and affairs of the Company and shall use his best efforts in faithfully performing his duties and responsibilities under this Agreement.

(b) Executive may not engage, directly or indirectly, in any other business, investment or activity that interferes with Executives performance of his duties hereunder, is contrary to the interest of the Company or any of its subsidiaries (each, a Horizon Company, or collectively, the Horizon Companies) or requires any significant portion of Executives business time. Notwithstanding the foregoing, the parties recognize and agree that Executive

may engage in passive personal investments and other business activities which do not interfere with the business and affairs of the Company or interfere with Executives performance of his duties hereunder.

(c) Executive agrees to perform his duties and responsibilities under this Agreement in accordance with the Companys general policies and directives as they may exist at any given time, including, without limitation, the Companys Code of Ethics and Business Conduct.

3. Compensation and Related Matters.

(a) During the Employment Period, the Company shall pay to Executive a minimum annual base salary of $230,000 (such annual base salary, as it may be increased from time to time as provided herein, the Annual Base Salary), which shall be paid in equal installments in accordance with the Companys regular payroll practices for its similarly situated employees. During the Employment Period, the Annual Base Salary shall be reviewed at least annually; provided, however, that a salary increase shall not necessarily be awarded as a result of any such review. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation of the Company to Executive hereunder. The Annual Base Salary shall not be reduced and may not be reduced after any increase.

(b) Executive shall be eligible to earn an annual incentive bonus under the Companys management incentive plan for each fiscal year ending during the Employment Period based on Executives achievement of performance objectives during each such fiscal year as approved by the Compensation Committee of the Companys Board of Directors (the Compensation Committee). Any such annual incentive bonus shall not exceed 100% of the Annual Base Salary in effect at the end of the fiscal year with respect to which such bonus is paid and shall be based upon pre-established goals as determined by the Compensation Committee and set out in writing. Each such annual incentive bonus shall be paid on April 15 of the year following the year with respect to which such bonus is paid.

(c) During the Employment Period, Executive shall participate in any long-term incentive plan that may be maintained or adopted by the Company, as approved by the Board or the Compensation Committee. It is specifically understood and agreed that all determinations related to Executives participation, including, without limitation, those relating to performance goals applicable to Executive and Executives level of participation and payout opportunities shall be made in the sole discretion of the Compensation Committee.

(d) During the Employment Period, Executive shall be entitled to receive prompt reimbursement for all reasonable and necessary expenses incurred by Executive in performing services hereunder, including all expenses of travel and living expenses while away from home on business or at the request of and in the service of the Company, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company.

End of Preview

Home Intelligence Services Subscriptions News About Us