Note 12 — Employee Benefit Plans

Defined Contribution Plan

We sponsor a defined contribution 401(k) retirement plan covering substantially all of our employees. Our contributions are in the form of cash and are determined annually as 50 percent of each employee's contribution up to five percent of the employee's salary. Our costs related to deferred compensation plans totaled $1.4 million, $1.6 million and $1.5 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Stock-Based Compensation Plans

We have two stock-based compensation plans: the 1995 Long-Term Incentive Plan, as amended (the "1995 Incentive Plan") and the 2005 Long-Term Incentive Plan (the "2005 Incentive Plan"). As of December 31, 2011, there were approximately 920,748 shares available for grant under our 2005 Incentive Plan.

Upon adoption of the 1995 Incentive Plan in May 1995, a maximum of 10% of the total shares of common stock issued and outstanding were eligible to be granted to key executives and selected employees and non-employee members of the Board of Directors. Following the approval by shareholders of the 2005 Incentive Plan in May 2005, no further grants have been or will be made under the 1995 Incentive Plan. The aggregate number of shares that may be granted under the 2005 Incentive Plan is 6,000,000 shares (after adjustment for the December 2005 two-for-one stock split) of which 4,000,000 shares may be granted in the form of restricted stock or restricted stock units and 2,000,000 shares may be granted in the form of stock options. The 1995 and 2005 Incentive Plans are administered by the Compensation Committee of Helix's Board of Directors. The Compensation Committee also determines the type of award to be made to each participant, and as set forth in the related award agreement, the terms, conditions and limitations applicable to each award. The Compensation Committee may grant stock options, restricted stock, restricted stock units, and cash awards. Awards granted to employees under the Incentive Plans have typically vested 20% per year over a five-year period. For awards granted in 2012 under the Incentive Plans the vesting period is now three years or 33% per year. Stock options granted have a maximum exercise life of ten years. At December 31, 2011, all stock options outstanding had previously vested.

We use the Black-Scholes option pricing model for valuing share-based payments relating to stock options and recognize compensation cost on a straight-line basis over the applicable vesting period. Forfeitures on restricted stock totaled approximately 17% based on our most recent five-year average of historical forfeiture rates. Tax deduction benefits for an award in excess of recognized compensation cost is reported as a financing cash flow rather than as an operating cash flow. We did not grant any stock options in 2011, 2010 or 2009. Stock based compensation that is based solely on service conditions is recognized on a straight line basis over the vesting period of the related shares.

Stock Options

The options outstanding at December 31, 2011, have exercise prices as follows: 98,000 at $8.57; 14,000 shares at $10.59; 28,000 at $10.92 and 52,800 shares at $13.91 and a weighted average remaining contractual life of 1.4 years.

Options outstanding are as follows:


	2011					2010					2009
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price

Options outstanding at beginning of year		432,918		$	10.78		501,318		$	10.74		521,654		$	10.66
Exercised		(181,670	)	$	10.92		(68,400	)	$	10.52		(20,336	)	$	8.67
Terminated		(58,448	)	$	11.20		—			—		—			—
Options outstanding at end of year		192,800		$	10.52		432,918		$	10.78		501,318		$	10.74
Options exercisable end of year		192,800		$	10.52		432,918		$	10.78		501,318		$	10.74

There was no compensation recognized associated with stock options in 2011 or 2010 as all stock options outstanding are vested. For the year ended December 31, 2009, $0.1 million was recognized as compensation expense related to stock options. The aggregate intrinsic value of the stock options exercised in 2011, 2010 and 2009 was approximately $1.1 million, $0.1 million and $0.1 million, respectively. The aggregate intrinsic value of options exercisable at December 31, 2011, 2010 and 2009 was approximately $1.0 million, $0.6 million and $0.5 million, respectively.

Restricted Shares

We grant restricted shares to members of our board of directors, all executive officers and selected management employees. Compensation cost for each award is the product of grant date market value of each share and the number of shares granted. The following table summarizes information about our restricted shares during the years ended December 31, 2011, 2010 and 2009:


	2011					2010					2009
	Shares			Grant Date Fair Value(1)		Shares			Grant Date Fair Value(1)		Shares			Grant Date Fair Value(1)
Restricted shares outstanding at beginning of year		1,463,298		$	16.93		1,443,265		$	21.55		1,206,526		$	31.73
Granted		571,163		$	12.77		599,996		$	12.01		656,887		$	7.12
Vested		(504,813	)	$	19.87		(444,905	)	$	25.10		(327,777	)	$	33.69
Forfeited		(266,430	)	$	12.55		(135,058	)	$	17.48		(92,371	)	$	8.90
Restricted shares outstanding at end of year		1,263,218		$	14.80		1,463,298		$	16.93		1,443,265		$	21.55

(1)	Represents the average grant date market value, which is based on the quoted market price of the common stock on the business day prior to the date of grant.

For the years ended December 31, 2011, 2010 and 2009, $8.4 million, $9.0 million, $9.4 million, respectively, was recognized as compensation expense related to restricted shares. Future compensation cost associated with unvested restricted stock awards at December 31, 2011, 2010, and 2009 totaled approximately $23.4 million, $29.7 million and $21.8 million, respectively. The weighted average vesting period related to nonvested restricted stock awards at December 31, 2011 was approximately 2.7 years.

In January 2012, we granted our executive officers 132,910 restricted shares under the 2005 Long-Term Incentive Plan. The market value of the restricted shares was $15.80 per share or $2.1 million and the shares vest 33% per year for a three-year period. Separately, we issued our executive officers 132,910 performance share units ("PSUs"). The PSUs provide for an award based on the performance of our common stock over a three-year period with the maximum amount of the award being 200% of the original awarded PSUs and the minimum amount being zero. The PSUs vest 100% on the three-year anniversary date of the grant. The vested PSUs will be settled in an equivalent number of shares of our common stock unless the Compensation Committee of our Board of Directors determines to pay in cash.

In January 2012, we also granted selected management employees 139,243 restricted stock units ("RSUs") that are convertible into 139,243 shares of our common stock upon vesting. These RSUs may be settled in cash or common stock at the Company's option. The market value of these RSUs was $15.80 per share or $2.2 million and will vest 33% per year for a three-year period.

Stock Compensation Modifications

Under our 1995 Incentive Plan and our 2005 Long-Term Incentive Plan, upon a stock recipient's termination of employment, which is defined as employment with us and any of our majority-owned subsidiaries, any unvested restricted stock and stock options are forfeited immediately, and all unexercised vested options are forfeited as specified under the applicable plan or agreement.

Long-Term Incentive Cash Plan

In January 2009, we adopted the 2009 Long-Term Incentive Cash Plan (the "2009 LTI Plan") to provide long-term cash based compensation to eligible employees. Our executive officers and certain other members of senior management as designated from time to time by the Compensation Committee of our Board of Directors, are granted cash awards. Under terms of the 2009 LTI Plan, the cash awards that have been granted to non-executive management vest over a five-year period of employment and are made in a fixed sum amount. There were no cash awards to non-executive officers in 2011. Our executive officers are granted cash awards in which the amount of the payment on each applicable payment anniversary date (five-year term for awards granted prior to the January 2012 grant, which has a three-year term) will fluctuate based upon the Company's stock performance. These are measured based on the performance of our stock price over the applicable award period compared to a base price determined by the Compensation Committee of our Board of Directors at the time of the award. The measurement period to determine the annual payment for the share-based cash awards is generally the last 20 trading days of the year (the last 30 trading days for the 2009 awards). Payment amounts are based on the calculated ratio of the average stock price during the applicable measurement period over the original base price. The maximum amount payable under these share-based cash awards is twice the original targeted award and if the average price during the measurement period is less than 50% (75% for 2012 grants) of the base price, no payout will be made at the applicable anniversary date. Payments under the 2009 LTI Plan are made each year on the anniversary date of the award. The share-based component of our 2009 LTI Plan is considered a liability plan and as such will be re-measured to fair value each reporting period with corresponding changes be recorded as a charge to income as appropriate. At December 31, 2011 the liability under this stock-based liability plan was $8.5 million. We paid $4.0 million of this liability on January 3, 2012.

The awards made under the 2009 LTI Plan totaled $5.2 million to our executive officers in 2011, $10.2 million, including $6.0 million to our executive officers in 2010 and $14.7 million, including $8.1 million for our Executive Officers in 2009. For the years ended December 31, 2011, 2010 and 2009, $7.9 million ($6.5 million related to our executive officers), $8.6 million ($6.9 million related to our executive officers) and $3.7 million ($2.6 million related to executive officers), respectively, was recognized as compensation expense related to the 2009 LTI Plan. In January 2012, $4.2 million was awarded under the 2009 LTI Plan to our executive officers. No cash awards were given to non-executive employees.