Employee Benefit Plans

Defined Contribution Plan

We sponsor a defined contribution 401(k) retirement plan covering substantially all of our employees. Our discretionary contributions are in the form of cash and, prior to 2014, consisted of a 50% match of each employee’s contribution up to 5% of the employee’s salary. Beginning in 2014, our matching contributions increased to 75% of the first 5% of the employee’s salary. At their meetings in February 2016 the Compensation Committee of our Board of Directors and our Board of Directors resolved to suspend Helix’s discretionary matching contributions for an indefinite period. For the years ended December 31, 2015, 2014 and 2013, our costs related to the 401(k) plan totaled $2.8 million, $2.2 million and $1.7 million, respectively.

Employee Stock Purchase Plan

We have an employee stock purchase plan (the “ESPP”). The ESPP has 1.5 million shares authorized for issuance, of which 0.9 million shares were available for issuance as of December 31, 2015. Eligible employees who participate in the ESPP may purchase shares of our common stock through payroll deductions on an after-tax basis over a four-month period beginning on January 1, May 1, and September 1 of each year during the term of the ESPP, subject to certain restrictions and limitations established by the Compensation Committee of our Board of Directors and Section 423 of the Internal Revenue Code. The per share price of common stock purchased under the ESPP is equal to 85% of the lesser of (i) its fair market value on the first trading day of the purchase period or (ii) its fair market value on the last trading day of the purchase period. The total value of the ESPP awards is calculated using the component approach where each award is computed as the sum of 15% of a share of non-vested stock, a call option on 85% of a share of non-vested stock, and a put option on 15% of a share of non-vested stock. For the years ended December 31, 2015, 2014 and 2013, share-based compensation expense with respect to the ESPP was $1.1 million, $1.0 million and $0.8 million, respectively. At their meetings in February 2016 the Compensation Committee of our Board of Directors and our Board of Directors amended the ESPP to give the Board or the Compensation Committee the authority to suspend purchases under the ESPP at any time, and to give Helix management the authority to limit the number of shares our employees can purchase during each ESPP purchase period.

Long-Term Incentive Stock-Based Plan

We currently have one active long-term incentive stock-based plan, the 2005 Long-Term Incentive Plan, as amended and restated effective May 9, 2012 (the “2005 Incentive Plan”). In May 2012, the shareholders approved an amendment to and restatement of the 2005 Incentive Plan to: (i) authorize 4.3 million additional shares for issuance pursuant to our equity incentive compensation programs, (ii) authorize incentive stock options, stock appreciation rights, cash awards and performance awards to be made pursuant to the 2005 Incentive Plan, and (iii) include performance criteria for awards that may be made contingent upon the achievement of one or more performance measures, as well as limits on individual awards, in accordance with the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code. As of December 31, 2015, there were 6.0 million shares available for issuance under the 2005 Incentive Plan, which includes a maximum of 2.0 million shares that may be granted as incentive stock options.

The 2005 Incentive Plan is administered by the Compensation Committee of our 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 (“RSUs”), PSUs and cash awards. Prior to 2012, awards granted to employees under the incentive plans vested 20% per year over a five year period. Commencing in 2012, awards granted under the 2005 Incentive Plan have a vesting period of three years (or 33% per year).

The following grants of share-based awards were made in 2015 under the 2005 Incentive Plan:



Date of Grant	Shares	Grant Date Fair Value Per Share		Vesting Period

January 2, 2015 ⁽¹⁾	289,163	$	21.70	33% per year over three years
January 2, 2015 ⁽²⁾	289,163	$	25.06	100% on January 1, 2018
January 5, 2015 ⁽³⁾	3,946	$	21.66	100% on January 1, 2017
January 12, 2015 ⁽¹⁾	3,866	$	19.40	33% per year over three years
January 12, 2015 ⁽²⁾	3,866	$	25.06	100% on January 11, 2018
February 1, 2015 ⁽¹⁾	2,664	$	18.77	33% per year over three years
February 1, 2015 ⁽²⁾	2,664	$	25.06	100% on January 31, 2018
April 1, 2015 ⁽³⁾	6,476	$	14.96	100% on January 1, 2017
July 1, 2015 ⁽³⁾	6,631	$	12.63	100% on January 1, 2017
October 1, 2015 ⁽³⁾	17,876	$	4.79	100% on January 1, 2017
December 3, 2015 ⁽⁴⁾	170,454	$	6.16	33% per year over three years


(1)	Reflects the grant of restricted stock to our executive officers and select management employees.


(2)	Reflects the grant of PSUs to our executive officers and select management employees.


(3)	Reflects the grant of restricted stock to certain independent members of our Board of Directors who have made an election to take their quarterly fees in stock in lieu of cash.


(4)	Reflects annual equity grants to each independent member of our Board of Directors.

In January 2016, we granted our executive officers and select management employees 1,143,062 shares of restricted stock under the 2005 Incentive Plan. The market value of the restricted shares was $5.26 per share or $6.0 million and the shares vest 33% per year for a three-year period. Separately, we issued our executive officers and select management employees 1,143,062 PSUs under the 2005 Incentive Plan.

Restricted Stock

We grant restricted stock to members of our Board of Directors, executive officers and select management employees. The following table summarizes information about our restricted stock:



	Year Ended December 31,
	2015				2014				2013
	Shares		Grant Date Fair Value ⁽¹⁾		Shares		Grant Date Fair Value ⁽¹⁾		Shares		Grant Date Fair Value ⁽¹⁾

Awards outstanding at beginning of year	554,960		$	17.54	771,942		$	13.62	1,191,402		$	14.14
Granted	501,076		15.57		139,455		23.22		168,468		21.63
Vested ^{(2) (3)}	(332,223	)	16.44		(356,437	)	11.27		(502,022	)	17.50
Forfeited	(62,689	)	20.93		—		—		(85,906	)	13.79
Awards outstanding at end of year ⁽³⁾	661,124		$	16.28	554,960		$	17.54	771,942		$	13.62


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


(2)	Total fair value of restricted stock and RSUs that vested during the years ended December 31, 2015, 2014 and 2013 was $5.1 million, $8.2 million and $11.0 million, respectively.

(3)

The vested and year-end amounts in 2014 each include 33,760 shares of RSUs with the grant date fair value of $15.80 per share. In December 2013, management elected to pay out the January 2014 vesting of these RSUs in cash. As a result, we recorded a $1.3 million liability associated with these RSUs at December 31, 2013 and an additional liability of $0.2 million during 2014. We paid $0.8 million of this liability in January 2014 and $0.7 million in January 2015.

For the years ended December 31, 2015, 2014 and 2013, $5.5 million, $5.0 million and $6.6 million, respectively, were recognized as stock-based compensation expense related to restricted stock and RSUs. Forfeitures on restricted stock totaled approximately 6% based on our most recent five-year average of historical forfeiture rates. Future compensation expense associated with unvested restricted stock at December 31, 2015 totaled approximately $6.5 million. The weighted average vesting period related to unvested restricted stock at December 31, 2015 was approximately 1.8 years.

Performance Stock Units

Since 2012, we have issued PSUs to our executive officers. We also have issued PSUs to select management employees since 2015. The PSUs provide for an award based on the performance of our common stock over a three-year period compared to the performance of other companies in a peer group selected by the Compensation Committee of our Board of Directors 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 may be settled in either cash or shares of our common stock at the discretion of the Compensation Committee of our Board of Directors.

We issued 295,693 PSUs in 2015 with a grant date fair value of $25.06 per unit, 73,609 PSUs in 2014 with a grant date fair value of $26.79 per unit and 89,329 PSUs in 2013 with a grant date fair value of $27.50 per unit. Until December 2014, the PSUs were being treated as equity awards. In January 2015, in connection with the vesting of the 2012 PSU awards, the decision was made by the Compensation Committee of our Board of Directors to settle these PSUs with a cash payment of $4.5 million (rather than an equivalent number of shares of our common stock, which was the default payment method for the PSU awards). Accordingly, PSUs are accounted for as liability awards. For the years ended December 31, 2015, 2014 and 2013, $0.2 million, $5.4 million and $2.2 million, respectively, were recognized as stock-based compensation expense related to PSUs. For the year ended December 31, 2015, $2.9 million was recorded in equity reflecting the cumulative compensation expense recognized in excess of the estimated fair value of the modified liability PSU awards at December 31, 2015. The liability balance for unvested PSUs was $0.7 million and $7.9 million at December 31, 2015 and 2014, respectively. We paid $4.5 million to cash settle the 2012 grant of PSUs when they vested in January 2015. We paid $0.2 million to cash settle the 2013 grant of PSUs when they vested in January 2016.

Stock Options

There have been no stock options granted since 2004. All of the remaining 52,800 stock options were exercised in 2013 at a weighted average price of $13.91 per share. The aggregate intrinsic value of the stock options exercised during the year ended December 31, 2013 was approximately $0.5 million.

Long-Term Incentive Cash Plans

We also have certain long-term incentive cash plans (the “LTI Cash Plans”) that provide long-term cash-based compensation to eligible employees. Cash awards historically have been both fixed sum amounts payable (for non-executive management only) as well as cash awards indexed to our common stock with the payment amount at each vesting date fluctuating based on the performance of our common stock (for both executive and non-executive management). Payment amounts under these awards are calculated based on the ratio of the average stock price during the applicable measurement period over the original base price determined by the Compensation Committee of our Board of Directors at the time of the award. The maximum amount payable under these share-based cash awards is twice the original amount of the award and if the average price during the measurement period is less than 75% of the base price, no payout will be made at the applicable vesting date. Cash payments under these awards are made each year during the vesting period on the anniversary date of the award. Cash awards granted since 2012 have a vesting period of three years while those granted prior to 2012 have a vesting period of five years. The LTI Cash Plans are considered liability plans and as such are re-measured to fair value each reporting period with corresponding changes in the liability amount being reflected in our results of operations.

The cash awards granted under the LTI Cash Plans to our executive officers and select management employees totaled $8.9 million in 2014 and $8.4 million in 2013. No long-term incentive cash awards were granted in 2015. For the year ended December 31, 2015, we recorded reductions of $3.7 million ($2.1 million related to our executive officers) of previously recognized compensation expense associated with the cash awards issued pursuant to the LTI Cash Plans, reflecting the effect the decrease in our stock price since December 31, 2014 had on the value of our liability plan. For the years ended December 31, 2014 and 2013, total compensation expense associated with the cash awards issued pursuant to the LTI Cash Plans was $7.2 million ($3.6 million related to our executive officers) and $9.1 million ($5.3 million related to our executive officers), respectively. The liability balance for the cash awards issued under the LTI Cash Plans was less than $0.1 million at December 31, 2015 and $12.8 million ($7.9 million related to our executive officers) at December 31, 2014. During 2015, 2014 and 2013, we paid $8.9 million, $9.2 million and $7.1 million of the liability associated with the LTI Cash Plans. No long-term incentive cash awards were paid or granted in January 2016.