8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 20, 2005

SEABULK INTERNATIONAL, INC.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-28732	65-0966399
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2200 ELLER DRIVE, P.O. BOX 13038, FT. LAUDERDALE, Florida		33316
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 954 523 2200

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On January 20, 2005, the Compensation Committee of the Board of Directors of the Registrant recommended and the Board of Directors ratified and adopted the specimen forms of Non-Qualified Stock Option Agreement and Restricted Stock Agreement attached to this report as Exhibits 10.40 and 10.41, respectively, pursuant to the Amended and Restated Equity Ownership Plan on file as Exhibit 4.5 to the Registrant's Report on Form 10-K for the fiscal year ended December 31, 2003.

Item 9.01. Financial Statements and Exhibits.

(c)Exhibits. The following exhibits are filed herewith:

EXHIBIT INDEX

10.40 Specimen form of Non-Qualified Stock Option Agreement
10.41 Specimen form of Restricted Stock Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SEABULK INTERNATIONAL, INC.
January 24, 2005	By:	ALAN R. TWAITS
		Name: ALAN R. TWAITS
		Title: SENIOR VICE PRESIDENT, SECRETARY & GENERAK COUNSEL

Exhibit Index

Exhibit No.	Description
10.40	Specimen Form Stock Option Agreement
10.41	Specimen Form Restricted Stock Agreement

EX-10.40

Seabulk International Inc.
Non-Qualified Stock Option Agreement
pursuant to the
Amended and Restated Equity Ownership Plan

Grantee:
Grant Date:
Per Share Exercise Price:
Number of Shares:
Option Number: XXXXXXXXX
xxxxxxxxxx
$xx.xx
      shares
N     

Seabulk International Inc., a Delaware corporation (the “Company”), does hereby grant to xxxxxxxxx (the “Grantee”) a Non-Qualified Stock Option (the “Option”) to purchase xxxxxxx shares of Common Stock of the Company (the “Shares”) at a price of XXXXX Dollars and XXXXX ($xx.xx) per share (the “Exercise Price”). This Option is not to be treated as (and is not intended to qualify as) an incentive stock option within the meaning of Section 422 of the Code.

1. Incorporation By Reference; Plan Document Receipt. This Stock Option Agreement is subject in all respects to the terms and provisions of the Amended and Restated Equity Ownership Plan (including, without limitation, any amendments thereto adopted at any time and from time to time if such amendments are expressly intended to apply to the Option covered hereby) (the “Plan”), all of which terms and provisions are made a part of and incorporated in this Stock Option Agreement as if they were each expressly set forth herein. The Grantee hereby acknowledges receipt of a copy of the Plan and that the Grantee has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Stock Option Agreement and the terms of the Plan, the terms of the Plan shall control. Capitalized terms not defined in this Stock Option Agreement shall have the meaning ascribed to them in the Plan.

2. Exercise of this Option.

2.1 This Option shall become exercisable as follows:

(i) One-third of the shares are vested one hundred percent (100%) on xxxxxxxxx;

(ii) One-third of the shares are vested one hundred percent (100%) on xxxxxxxx;

(iii) One-third of the shares are vested one hundred percent (100%) on xxxxxxxx;

(iv) provided in each case that the Grantee is employed by the Company on the vesting date.

2.2 Notwithstanding anything to the contrary contained in this Agreement, in the event of any Termination of Employment, other than by reason of death or Disability, within two years following a change of Control, this Option shall become one hundred percent (100%) Vested and exercisable, except to the extent that the exercisability of the Option would result in an “excess parachute payment” within the meaning of Section 280G of the Code. All or any portion of this Option that does not become vested because exercisability of the Option would result in an “excess parachute payment” shall be canceled. The Committee may, in its sole discretion accelerate the exercisability of any unexercisable portion of this Option at any time.

2.3 Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this Stock Option Agreement, this Option shall expire and shall no longer be exercisable on the Tenth anniversary of the grant date.

2.4 In no event shall this Option be exercisable for a fractional share of Common Stock.

3. Method of Exercise and Payment.

3.1 The Grantee shall exercise this Option by delivering to the Company at its principal executive offices, to the attention of its Stock Plan Administrator, on any business day (the “Exercise Date”) a written notice, in such manner and form as may be required by the Company, specifying the number of the Shares the Grantee desires to acquire (the “Exercise Notice”). The Exercise Notice shall be accompanied by payment of the aggregate per share Exercise Price for such number of the Shares to be acquired upon such exercise and the original executed copy of this Stock Option Agreement.

3.2 Payment of the Exercise Price may be made:

(i) in cash;

(ii) by certified or bank cashier’s check payable to the Company;

(iii) by wire transfer;

(iv) by tender of shares of the Company’s Common Stock that have been held by the Grantee for at least six months prior to the Exercise Date and have an aggregate Fair Market Value on the Exercise Date equal to the Exercise Price, and, if applicable, delivery of powers with all required transfer tax stamps affixed; or

(v) by any combination of the foregoing.

The “Fair Market Value” of a share of the Company’s Common Stock on any Exercise Date shall be:

(i) for any period during which the Common Stock shall not be listed for trading in a national securities exchange, but when prices for the Common Stock shall be reported by the National Market of the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) or the Over- the-Counter Bulletin Board Market (“OTCBB”), the last transaction price per share as quoted by the National Market of NASDAQ or the OTCBB;

(ii) for any period during which the Common Stock shall not be listed for trading on a national securities exchange or its price reported by the National Market of NASDAQ or the OTCBB, but when prices for the Common Stock shall be reported by NASDAQ, the closing bid price as reported by NASDAQ;

(iii) for any period during which the Common Stock shall be listed for trading on a national securities exchange, the closing price per share of Common Stock on such exchange as of the close of such trading day; or

(iv) the market price per share of Common Stock as determined by a qualified valuation expert selected by the Board in the event neither (i), (ii), or (iii) above shall be applicable. If the Fair Market Value is to be determined as of a day when the securities markets are not open, the Fair Market Value on that day shall be the Fair Market Value on the next succeeding day when the markets are open.

3.3 The Company shall deliver to the Grantee a certificate representing Shares registered in the name of the Grantee as soon as practicable following the Exercise Date; provided, however, that the Company shall not be obligated to cause to be issued or delivered any certificates evidencing Shares unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws and regulations and the requirements of any securities exchange or market on which shares of the Company’s Common Stock are traded. If the Committee shall determine that the listing, registration, or qualification of any Shares upon any securities exchange or under any state or federal law is necessary or desirable as a condition of or in connection with the issuance and delivery of any Shares, such issuance and delivery may be withheld until such listing, registration, or qualification has been effected. If a registration statement is not in effect under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws with respect to any Shares, (i) the Committee may require, as a condition to the issuance and delivery of the Shares, that the Grantee or other recipient represent, in writing, that the Shares are being acquired for investment and not with a view to distribution and agree that the Shares will not be disposed of except pursuant to an effective registration statement, unless the Company shall have received and opinion of counsel that such disposition is exempt from such requirement under the Securities Act and any applicable state securities laws; (ii) the Company may include on certificates representing Shares such legends referring to the foregoing representations or restrictions or any other applicable restrictions as the Company in its discretion shall deem appropriate; and (iii) the transfer agent of the Company may place a stop transfer notation with respect to the Shares in the stock transfer books of the Company.

4. Termination of Employment.

4.1 If the Grantee’s employment with the Company or any Subsidiary is terminated for any reason, any unexercisable portion of this Option shall terminate on the date of such termination and such portion of this Option shall be canceled by the Company.

4.2. If the Grantee’s employment with the Company or any Subsidiary is terminated for Cause, such Grantee’s rights, if any, to exercise any then exercisable portion of this Option, shall terminate on the date of such termination for Cause and such portion of this Option shall be canceled by the Company.

4.3 If the Grantee’s employment with the Company or any Subsidiary is terminated other than for Cause, such Grantee’s rights, if any, to exercise any then exercisable portion of this Option, shall terminate (i) ninety (90) days after the date of such termination, in the case of termination other than due to death, Disability, Retirement, or Change of Control, (ii) one year following termination due to death, Disability or Retirement or (iii) thirty-six (36) months following termination within two years following a Change of Control, but in no event after expiration of this Option, and thereafter such portion of this Option shall be canceled by the Company.

4.4 Notwithstanding the foregoing, the Committee, in its sole discretion, may determine that all or any portion of this Option, to the extent exercisable immediately prior to any Termination of Employment or as a result thereof, may remain exercisable for an additional specified time period after the period specified in this Section 4 expires (subject to any other applicable terms and provisions of the Plan and this Stock Option Agreement), but not beyond the stated term of this Option as determined under Section 2.3 of this Stock Option Agreement. The portion of this Option that remains exercisable for such additional specified time period may be adjusted by the Committee to reflect the Grantee’s period of service from the date of grant through the date of the Grantee’s Termination of Employment or such other factors as the Committee determines are relevant to its decision to continue exercisability of the Option.

5. Nontransferability. This Option, and rights and interests herein, are not transferable or assignable except by will or by the laws of descent and distribution and shall be exercisable, during the Grantee’s lifetime only by the Grantee, or, in the event of Disability, by the legal representative of the Grantee. Other than as provided with regard to the death of the Grantee, neither this Option nor any right or interest herein shall be subject in any manner to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void. No such benefit shall, prior to receipt by the Grantee, be in any manner liable for or subject to the debts contracts, liabilities, engagements, or torts of the Grantee.

6. Purchase Right.

6.1 If the Grantee terminates employment with the Company or any Subsidiary for any reason, all Shares acquired by the Grantee upon the exercise of this Option are subject, at the election of the Company, to purchase by the Company at a per share price determined pursuant to Section 6.4 (the “Purchase Right”). If the Company elects to exercise the Purchase Right, the Company must make such election within 120 days after the later of (i) the date such Grantee’s employment terminates with the Company or any Subsidiary; or (ii) the date any portion of this Option is exercised. If the Company elects in a timely fashion to exercise the Purchase Right hereunder to purchase such Shares from the terminated Grantee, the Company shall notify the Grantee in writing of its intention to do so (the “Purchase Notice”) and shall set forth in the Purchase Notice the aggregate purchase price payable to such Grantee, as determined in accordance with Section 6.4. No later than 90 days after the date on which the Company notifies the Grantee of its election to exercise its Purchase Right (the “Election Date”), the Company shall pay to the Grantee, without interest, the aggregate purchase price payable by the Company to purchase the Shares pursuant to the Purchase Right.

6.2 The Purchase Notice shall specify the place, time and date for the delivery of the Shares that are the subject of the Purchase Notice. Such delivery shall take place at the principal executive offices of the Company during normal business hours on a business day not less than 15 or more than 90 calendar days after delivery of the Purchase Notice. At the place, time, and date so specified, the Grantee (or his or her estate, designated beneficiary or legal representative, as the case may be) shall deliver certificates for such Shares, duly endorsed for transfer, along with such other instruments of transfer pertaining to such Shares as may be reasonably required by the Committee.

6.3 If the Grantee (or his or her estate, designated beneficiary or legal representative, as the case may be) is obligated to sell any Shares pursuant to the Purchase Right, and such Grantee fails to deliver the certificate(s) or otherwise comply with the terms of this Section 9, the Company will make no payment with respect to such Shares and shall transfer on its records the certificate(s) representing such Shares required to be sold pursuant to this Section 6 and such Shares shall thereupon cease to be held for any purpose by such Grantee. Thereupon all of the rights of such Grantee in and to such Shares shall be deemed transferred to the Company and the Company may thereupon cancel the certificate(s) representing such Shares.

6.4 The purchase price payable by the Company upon the exercise of the Purchase Right shall be determined as follows: (i) if (a) the Grantee’s employment terminates for Cause or (b) if the Grantee resigns without Good Reason, as defined below, prior to expiration, the purchase price for all of such Grantee’s Shares shall be the lower of the Grantee’s cost for such Shares or the Fair Market Value of such Shares on the Election Date; or (ii) in the event that the Grantee terminates employment for any reason other than those indicated in Section 6.4(i), the purchase price for all of such Grantee’s Shares shall be the Fair Market Value of such Shares as of the Election Date.

“Good Reason” means (i) an assignment to the Grantee of any duties materially inconsistent with, or which constitutes a material adverse diminution in, the Grantee’s position, duties, responsibilities or status with the Company, or a material adverse diminution in the Grantee’s reporting responsibilities, title, or offices, or (b) a material breach by the Company of the Grantee’s employment agreement, if any, or any other material agreement between the Company and the Grantee.]

7. Taxes. The Company shall have the right to require the Grantee to remit to the Company an amount sufficient to satisfy any federal, state, and local withholding taxes prior to the issuance and delivery of certificates evidencing Shares. [The Grantee may pay the withholding tax in cash, or may elect to have the number of Shares issued to the Grantee reduced by the smallest number of whole Shares of stock which, when multiplied by the Fair Market Value of the Shares on the Tax Date (as hereinafter defined) is sufficient to satisfy federal, state, and local withholding taxes (a “Withholding Election”). The Grantee may make a Withholding Election only if the Withholding Election is made on or prior to the date on which the amount of tax required to be withheld is determined (the “Tax Date”) by executing and delivering to the Company a properly completed notice of Withholding Election as prescribed by the Committee. A Withholding Election, once made, is irrevocable.

8. Dividends; No Rights as Stockholder. The Grantee shall not be entitled to receive a cash payment in respect of the Shares underlying this Option on any dividend payment date for the Common Stock. Neither the Grantee nor any other person entitled to exercise this Option under the terms of the Plan shall be, or have any of the rights or privileges of, a shareholder of the Company in respect of Shares issuable on exercise of the Option, unless and until the Exercise Price for the Shares has been paid in full.

9. Entire Agreement; Amendment. This Stock Option Agreement contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Stock Option Agreement from time to time in accordance with and as provided in the Plan; provided, however, that no such modification or amendment shall materially adversely affect the rights of the Grantee under this Option without the consent of the Grantee. This Stock Option Agreement may also be modified or amended by a writing signed by both the Company and the Grantee. The Company shall give written notice to the Grantee of any such modification or amendment of this Stock Option Agreement as soon as practicable after the adoption thereof.

10. Notices. Any Exercise Notice or other notice which may be required or permitted under this Stock Option Agreement shall be in writing, and shall be delivered in person or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:

10.1 If such notice is to the Company, to the attention of the Secretary, Seabulk International Inc., 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316 (facsimile No.: 954-760-9891), or at such other address as the Company, by notice to the Grantee, shall designate in writing from time to time.

10.2 If such notice is to the Grantee, at his or her address as shown on the Company’s records, or at such other address as the Grantee, by notice to the Company, shall designate in writing from time to time.

11. Governing Law. This Stock Option Agreement shall be governed by the laws of the State of Delaware, to the extent not preempted by federal law.

12. Compliance with Laws. The issuance of this Option (and the Shares upon exercise of this Option) pursuant to this Stock Option Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act of 1934, as amended, and the respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue this Option or any of the Shares pursuant to this Stock Option Agreement if any such issuance would violate any such requirements.

13. Binding Agreement. This Stock Option Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns.

14. Counterparts. This Stock Option Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

15. Headings. The titles and headings of the various sections of this Stock Option Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Stock Option Agreement.

16. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Stock Option Agreement and the Plan and the consummation of the transactions contemplated thereunder.

17. Severability. The invalidity or unenforceability of any provisions of this Stock Option Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Stock Option Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Stock Option Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement to be executed by its duly authorized officer, and the Grantee has hereunto set his hand, all as of the Date of Grant specified above.

SEABULK INTERNATIONAL INC.

By:     
Gerhard E. Kurz      
Grantee

President, Chief Executive Officer

SEABULK INTERNATIONAL, INC.

RESTRICTED STOCK AGREEMENT

Pursuant to the Amended and Restated Equity Ownership Plan

AGREEMENT made as of the xxxth day of xxx, between SEABULK INTERNATIONAL, INC., a Delaware corporation (the “Company”), and      (“Employee”).

1. Award.

(a) Shares. Pursuant to the Amended and Restated Equity Ownership (the “Plan”), the Company hereby grants      (the “Restricted Shares”) of the Company’s common stock, par value $0.01 per share (“Stock”), as hereinafter provided in Employee’s name subject to certain restrictions thereon, as set forth herein.

(b) Issuance of Restricted Shares. The Restricted Shares shall be issued upon acceptance hereof by Employee and subject to the conditions of this Agreement.

(c) Plan Incorporated. Employee acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Shares shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement.

2. Restricted Shares. Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

(a) Forfeiture Restrictions. The Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s employment with the Company or employing subsidiary for any reason other than (i) normal retirement, (ii) death or (iii) disability as determined by the Company or employing subsidiary, or except as otherwise provided in the last sentence of subparagraph (b) of this Paragraph 2, Employee shall, for no consideration, forfeit to the Company all Restricted Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Restricted Shares to the Company upon termination of employment are herein referred to as “Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Shares.

(b) Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company from the date of this Agreement through the lapse date:

	Percentage of Total
	Number of Restricted Shares
	as to which Forfeiture
Lapse Date	Restrictions Lapse
date		—	%
date		—	%
date		—	%

date —%

date —%

Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Corporate Change of Control (as such term is defined in the Plan), or (ii) the date Employee’s employment with the Company is terminated by reason of death, disability (as determined by the Company or employing subsidiary) or retirement. In the event Employee’s employment is terminated for any other reason, the Compensation Committee of the Board of Directors (the “Committee”) may, in the Committee’s sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to the Forfeiture Restrictions, such lapse to be effective on the date of such approval or Employee’s termination date, if later.

(c) Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee’s name, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

3. Withholding of Tax. To the extent that the receipt of the Restricted Shares or the lapse of any Forfeiture Restrictions results in income to Employee for federal or state income tax purposes, Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money or shares of unrestricted Stock as the Company may require to meet its withholding obligation under applicable tax laws or regulations, and, if Employee fails to do so, the Company is authorized to withhold from any cash or Stock remuneration then or thereafter payable to Employee any tax required to be withheld by reason of such resulting compensation income.

4. Status of Stock. Employee agrees that the Restricted Shares will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. Employee also agrees (i) that the certificates representing the Restricted Shares may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of the Restricted Shares on the stock transfer records of the Company if such proposed transfer would be in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares.

5. Employment Relationship. For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company, any successor corporation or a parent or subsidiary corporation (as defined in section 424 of the Code) of the Company or any successor corporation. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee, and its determination shall be final.

6. Committee’s Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the Restricted Shares.

7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Employee.

8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee has executed this Agreement, all as of the date first above written.

SEABULK INTERNATIONAL, INC.

By:     

Employee