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CAL DIVE INTERNATIONAL, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits

June 19, 2014

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (c) & (e) On June 18, 2014, Cal Dive International, Inc. (the "Company") announced the voluntary resignation of Brent D. Smith, the Company's Executive Vice President, Chief Financial Officer and Treasurer, effective June 13, 2014, to pursue other opportunities. There were no disagreements between the Company and Mr. Smith on any matter relating to the Company's operations, policies or practices. In consideration of Mr. Smith's agreement to be available to the Company as needed during the transition and his release of the Company from any claims, the Compensation Committee of the Company decided to accelerate vesting of Mr. Smith's 110,667 shares of Company restricted stock that would have vested within 12 months of his termination date.

The Company has commenced a search for a new Chief Financial Officer, and until a replacement is named, Mr. Quinn J. HÉbert, the Company's Chairman, President and Chief Executive Officer, will assume the additional responsibilities of Chief Financial Officer of the Company.

Also, effective June 16, 2014, Charles J. Boyle, the Company's current Vice President - Accounting, was appointed to serve as Chief Accounting Officer of the Company. Mr. Boyle, age 60, joined the Company as Vice President of Accounting, with the Company's acquisition of Horizon Offshore, Inc. in December 2007. In connection with his appointment as Chief Accounting Officer, Mr. Boyle will receive an annual salary of $264,000 and will be eligible for a bonus opportunity based upon achievement of the Company's financial performance goals and personal performance goals, ranging from $70,000 (for achievement of minimum performance goal) to $150,000 (for achievement of maximum performance goal). Mr. Boyle also executed an indemnity agreement with the Company in the same form that has been executed by the Company's other officers.

The form of indemnity agreement is attached as Exhibit 10.1 to this current report on Form 8-K. Also, a copy of the Company's press release announcing the Chief Financial Officer resignation is attached as Exhibit 99.1 to this current report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits to this Current Report on Form 8-K are listed in the Exhibit Index, which appears at the end of this report and are incorporated by reference herein.


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Source: Edgar Glimpses

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