UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

þ		Filed by the Registrant
o		Filed by a Party other than the Registrant

Check the appropriate box:

o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14-6 (e)(2))
þ		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Under Rule 14a-12

GLOBAL INDUSTRIES, LTD.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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GLOBAL INDUSTRIES, LTD.
8000 Global Drive
Carlyss, Louisiana 70665

April 3, 2009

Dear Fellow Shareholder:

     You are cordially invited to attend the Company’s 2009 Annual Meeting of Shareholders. The meeting will be held on Wednesday, May 20, 2009, at the Houston Marriott Westchase, 2900 Briarpark Drive, Houston, Texas, commencing at 10:00 a.m., Central time.

     The Secretary’s formal notice of the meeting and the Proxy Statement appear on the following pages and describe the matters to be acted upon at the Annual Meeting.

     We hope you can join us. Your vote is important. Even if you cannot attend, we encourage you to please vote by telephone, over the Internet, or by signing and returning a proxy card before the meeting so that your shares will be represented and voted at the meeting.

     Thank you for your participation.

GLOBAL INDUSTRIES, LTD.
8000 Global Drive
Carlyss, Louisiana 70665

NOTICE OF 2009 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 20, 2009

Dear Shareholder:

     You are cordially invited to attend the 2009 Annual Meeting of Shareholders of Global Industries, Ltd. on Wednesday, May 20, 2009. The meeting will be held at the Houston Marriott Westchase, 2900 Briarpark Drive, Houston, Texas, at 10:00 a.m., Central time.

     As set forth in the accompanying Proxy Statement, the meeting will be held for the following purposes:

	1.		To elect nine directors to hold office until the next annual meeting of shareholders and until their successors have been elected and qualified.
	2.		To approve an amendment to our 2005 Stock Incentive Plan to increase the number of authorized shares issuable under the plan by 5,000,000 shares.
	3.		To ratify the appointment of Deloitte & Touche LLP as the independent public accountants for the Company.
	4.		To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

     The Board of Directors has fixed the close of business on March 24, 2009 as the record date for the determination of shareholders entitled to notice of, and to vote at, the 2009 Annual Meeting or any postponement or adjournment thereof. A list of shareholders will be available for examination at the Annual Meeting and at the office of the Company for the ten days prior to the Annual Meeting.

     We are pleased to take advantage of the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their shareholders on the Internet. We believe these rules allow us to expedite shareholders’ receipt of annual meeting materials, lower the costs of our Annual Meeting and help conserve natural resources.

     As owners of Global, your vote is important. Whether or not you are able to attend the Annual Meeting in person, it is important that your shares be represented. Please vote as soon as possible.

     On behalf of our Board of Directors, thank you for your participation in this important process.

Carlyss, Louisiana
April 3, 2009

TABLE OF CONTENTS

General Information			1
Proposal 1 — Election of Directors			7
Corporate Governance			9
Director Compensation			12
Compensation Discussion and Analysis			13
Compensation Committee Report on Executive Compensation			28
Compensation Committee Interlocks and Insider Participation			28
Executive Compensation			29
Summary Compensation Table			29
All Other Compensation			31
Perquisites			32
Salary and Cash Bonus in Proportion to Total Compensation			33
Grants of Plan-Based Awards			34
Outstanding Equity Awards			35
Options Exercised and Stock Vested			37
Potential Payments Upon Termination or Change-in-Control			37
Estimated Separation and Change-in-Control Benefits			40
Security Ownership			42
Stock Ownership of Directors and Executive Officers			42
Security Ownership of Certain Beneficial Owners			43
Securities Authorized for Issuance Under Equity Compensation Plans			44
Report of the Audit Committee			45
Proposal 2 — Approval of the Amendment of 2005 Stock Incentive Plan			46
Proposal 3 — Ratification of the Appointment of Independent Public Accountants			55
Related Person Transactions			56
Section 16(a) Beneficial Ownership Reporting Compliance			57
Annual Report and Form 10-K			57
Appendix A			58

GLOBAL INDUSTRIES, LTD.
8000 Global Drive
Carlyss, Louisiana 70665

PROXY STATEMENT FOR 2009 ANNUAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

Why am I receiving these materials?

The Company has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Company’s solicitation of proxies for use at the Annual Meeting, to be held on Wednesday, May 20, 2009 at 10:00 a.m. Central time, and at any postponement(s) or adjournment(s) thereof. These materials were first sent or given to shareholders on April 3, 2009. Your proxy is being solicited by the Board of Directors of the Company. You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement. The Annual Meeting will be held at the Houston Marriott Westchase, 2900 Briarpark Drive, Houston, Texas.

What is included in these materials?

These materials include:

	•		The Notice of 2009 Annual Meeting of Shareholders;
	•		this Proxy Statement for the Annual Meeting; and
	•		the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the “Annual Report”), as filed with the Securities and Exchange Commission (“SEC”) on March 2, 2009.

If you requested printed versions of these materials by mail, these materials also include the proxy card or vote instruction form for the Annual Meeting.

What items will be voted on at the Annual Meeting?

Shareholders will vote on three items at the Annual Meeting:

	•		election to the Board of the nine nominees named in this Proxy Statement (Proposal No. 1);
	•		approval of an amendment to the 2005 Stock Incentive Plan to increase the authorized shares issuable thereunder by 5,000,000 shares (Proposal No. 2); and
	•		ratification of the appointment of Deloitte & Touche LLP as our independent public accountants for the year ending December 31, 2009 (Proposal No. 3).

What are the Board’s voting recommendations?

The Board recommends that you vote your shares:

	•		“FOR” each of the nominees to the Board named in this Proxy Statement (Proposal No. 1);
	•		“FOR” the amendment to our 2005 Stock Incentive Plan (Proposal No. 2);
	•		“FOR” the ratification of the appointment of Deloitte & Touche LLP (Proposal No. 3).

Where are the Company’s principal executive offices located and what is the Company’s main telephone number?

The Company’s principal executive offices are located at 8000 Global Drive, Carlyss, Louisiana, 70665. The Company’s main telephone number is (337) 583-5000.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, the Company has elected to provide access to its proxy materials over the Internet. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s shareholders of record and beneficial owners. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages you to take advantage of the availability of the proxy materials on the Internet in order to help reduce the environmental impact and cost of the Annual Meeting.

How can I get electronic access to the proxy materials?

The Notice provides you with instructions regarding how to:

	•		view the Company’s proxy materials for the Annual Meeting on the Internet; and
	•		instruct the Company to send future proxy materials to you electronically by email.

The Company’s proxy materials are also available on the Company’s website at www.globalind.com/index-annual.html.

Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to you and will reduce the environmental impact of the Company’s annual meetings. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

Who may vote at the Annual Meeting?

The Company’s common stock is the only class of voting securities outstanding. Each share of common stock has one vote on each matter. As of March 24, 2009, there were 113,889,478 shares of the Company’s common stock issued and outstanding, held by 784 holders of record. Only shareholders of record as of the close of business on March 24, 2009 (the “Record Date”) are entitled to receive notice of, and to vote at, the Annual Meeting.

What is the difference between a shareholder of record and a beneficial owner of shares held in street name?

Shareholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, you are considered the shareholder of record with respect to those shares, and the Notice was sent directly to you on behalf of the Company. If you request printed copies of the proxy materials by mail, you will also receive a proxy card.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice was forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. If you request printed copies of the proxy materials by mail, you will receive a vote instruction form to permit you to direct the registered holder how to vote.

If I am a shareholder of record of the Company’s shares, how do I vote?

There are four ways to vote:

	•		In person. If you are a shareholder of record, you may vote in person at the Annual Meeting. The Company will give you a ballot when you arrive.
	•		Via the Internet. You may vote by proxy via the Internet by visiting www.proxyvote.com and entering the control number found in the Notice.
	•		By Telephone. If you request printed copies of the proxy materials, you may vote by proxy by calling the toll free number found on the proxy card.
	•		By Mail. If you request printed copies of the proxy materials, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided.

If I am a beneficial owner of shares held in street name, how do I vote?

There are four ways to vote:

	•		In person. If you are a beneficial owner of shares held in street name and you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the organization that holds your shares.
	•		Via the Internet. You may vote by proxy via the Internet by visiting www.proxyvote.com and entering the control number found in the Notice.
	•		By Telephone. If you request printed copies of the proxy materials, you may vote by calling the toll free number found on the vote instruction form.
	•		By Mail. If you request printed copies of the proxy materials, you may vote by filling out the vote instruction form and sending it back in the envelope provided.

What is the quorum requirement for the Annual Meeting?

The holders of a majority of the shares entitled to vote at the Annual Meeting must be present in person or by proxy at the Annual Meeting for the transaction of business. This is called a quorum. Your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against or abstained, if you:

•

are present and vote in person at the Annual Meeting; or

•

have voted on the Internet, by telephone or by properly submitting a proxy card or vote instruction form by mail.

If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

How are proxies voted?

All valid proxies received prior to the Annual Meeting will be voted. All shares represented by a proxy will be voted and, where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the shareholder’s instructions.

What happens if I do not give specific voting instructions?

Shareholders of Record. If you are a shareholder of record and you:

	•		indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, or
	•		sign and return a proxy card without giving specific voting instructions,

then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote in its discretion on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Who will serve as the inspector of election?

Trudy McConnaughhay, our Corporate Controller and principal accounting officer, will serve as the inspector of election.

Which ballot measures are considered “routine” or “non-routine”?

The election of directors (Proposal No. 1) and the ratification of the independent public accountants (Proposal No. 3) are matters the Company believes will be considered routine. A broker or other nominee may generally vote on routine matters, and therefore broker non-votes are not expected to exist in connection with Proposals No. 1 and No. 3.

The amendment to Global’s 2005 Stock Incentive Plan (Proposal No. 2) is a matter the Company believes will be considered non-routine. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal No. 2.

How are broker non-votes treated?

Broker non-votes are counted for purposes of determining whether a quorum is present. Broker non-votes will have no effect on Proposal 1, the election of directors, Proposal 2, the approval of the amendment to our 2005 Stock Incentive Plan or Proposal 3, the ratification of the independent public accountants. The Company encourages you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the Notice.

How are abstentions treated?

Abstentions are counted for purposes of determining whether a quorum is present. Abstentions have no effect on the election of directors (Proposal No. 1). For the purpose of determining whether the shareholders have approved Proposals No. 2 and No. 3, abstentions have the same effect as an “AGAINST” vote.

What is the voting requirement to approve each of the proposals?

For Proposal No. 1, the nine nominees receiving the highest number of affirmative votes of the outstanding shares of the Company’s common stock present or represented by proxy and voting at the Annual Meeting will be elected as directors to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified. This is known as plurality voting. Under plurality voting, there is no “against” option, and votes that are actively “withheld” or simply not cast are disregarded in the tally. Accordingly, withheld votes and abstentions have no effect on the election of directors.

Approval of Proposal No. 2 requires the affirmative vote of holders of shares constituting a majority of the voting power present or represented by proxy and entitled to vote at the Annual Meeting.

Approval of Proposal No. 3 requires the affirmative vote of a majority of the votes actually cast at the Annual Meeting.

Can I change my vote after I have voted?

You may change your vote at any time before the final vote at the Annual Meeting. You may vote again on a later date (i) via the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted), (ii) by signing and returning a new proxy card or vote instruction form with a later date, or (iii) by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy or voting instructions unless you vote again at the Annual Meeting or specifically request that your prior proxy or voting instructions be revoked by delivering to the Company’s Corporate Secretary at 8000 Global Drive, Carlyss, Louisiana, 70665, a written notice of revocation prior to the Annual Meeting.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

	•		as necessary to meet applicable legal requirements;
	•		to allow for the tabulation and certification of votes; and
	•		to facilitate a successful proxy solicitation.

Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.

Where can I find the voting results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in the Company’s Quarterly Report on Form 10-Q for the quarter ending on June 30, 2009, which the Company is required to file with the SEC by August 10, 2009.

Who is paying the cost of this proxy solicitation?

The Company is paying the costs of the solicitation of proxies. The Company has retained Broadridge Financial Solutions, Inc., to assist in the distribution of proxy material. The estimated cost of such services is $45,000 plus out-of-pocket expenses.

In addition to soliciting proxies by mail, certain of the Company’s directors, officers and regular employees, without additional compensation, may solicit proxies personally or by telephone, facsimile or email on the Company’s behalf.

What is the deadline to propose actions for consideration at the 2010 Annual Meeting of shareholders or to nominate individuals to serve as directors?

Requirements for Shareholder Proposals. Shareholder proposals to be considered for inclusion in the proxy statement and form of proxy relating to the 2010 Annual Meeting of Shareholders must be received no later than December 4, 2009. All proposals also will need to comply with Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which lists the requirements for the inclusion of shareholder proposals in company-sponsored proxy materials. Shareholder proposals must be delivered to the Company’s Corporate Secretary by mail at 8000 Global Drive, Carlyss, Louisiana, 70665 or by facsimile at (281) 529-7747. If you intend to present a proposal at our 2010 Annual Meeting of Shareholders, but you do not intend to have it included in our 2010 proxy statement, your proposal must be delivered to the attention of the Company’s Corporate Secretary by mail at 8000 Global Drive, Carlyss, Louisiana, 70665 or by facsimile at (281) 529-7747 no later than the close of business on February 22, 2010. Your notice of a shareholder proposal not intended to be included in our 2010 proxy statement must set forth the information required by the Company’s bylaws.

Requirements for Director Nominations. Shareholders may recommend potential director candidates for consideration by the Nominating and Governance Committee by sending a written request to the Company’s Corporate Secretary by mail at 8000 Global Drive, Carlyss, Louisiana, 70665 or by facsimile at (281) 529-7747. If you want to nominate an individual for election at Global’s 2010 Annual Meeting of Shareholders, you must deliver your written request no later than the close of business on February 22, 2010. Your notice relating to the recommendation or nomination of a director candidate must set forth the information required by the Company’s bylaws.

The proxy solicited by the Company for the 2010 Annual Meeting of Shareholders will confer discretionary authority on the proxies to vote on any proposal made in accordance with the Company’s bylaw provisions, if the proxy statement relating to the 2010 Annual Meeting of Shareholders briefly describes the matter and how the Company’s proxies intend to vote on it, if the shareholder does not comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act.

How can I communicate with the independent directors on Global’s Board?

Shareholders may contact any of our directors individually or as a group by mail addressed to the General Counsel and Corporate Secretary of the Company at the Company’s principal executive offices at 8000 Global Drive, Carlyss, Louisiana 70665. Shareholders should clearly indicate on the envelope the intended recipient and that the communication is a “Shareholder Communication.” All such communications will be forwarded unreviewed and unfiltered to the appropriate directors by the Corporate Secretary of the Company. Shareholders can also send electronic communications by clicking on “Shareholder Communications with Directors” at our corporate governance website located at www.globalind.com/about/corp_gov or via e-mail at boardofdirectors@globalind.com. The Board of Directors has instructed the General Counsel and Corporate Secretary to distribute communications to a

director or directors after ascertaining whether the communication is appropriate to the duties and responsibilities of the Board.

ELECTION OF DIRECTORS

(Proposal 1)

     Listed below are nine of the Company’s ten current directors, each of whom have been recommended by the Board’s Nominating and Governance Committee and nominated for re-election by our Board of Directors. Ms. Cindy Taylor, who is not listed below, has declined to stand for re-election to the Board of Directors in order to fully focus her attention on her duties as President, Chief Executive Officer and director of Oil States International, Inc., during a challenging economic climate. Upon the recommendation of the Nominating and Governance Committee, the Board has reduced the number of directors to nine, effective as the date of the 2009 Annual Meeting.

     Although the Company has no reason to believe that any of the nominees will be unable to serve if elected, should any of the nominees become unable to serve prior to the Annual Meeting, the proxies will be voted for the election of such other persons as may be nominated by the Board.

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NINE DIRECTOR NOMINEES NAMED BELOW.

John A. Clerico		Director since 2006 Age 67

     Mr. Clerico was elected as our Chief Executive Officer and Chairman of the Board in October 2008. He has been serving as a director of the Company since February 2006. Mr. Clerico is a registered investment advisor and served as the Chairman of Chartmark Investments, Inc., a company he founded, from 2001 to 2004. From 1992 until his retirement in 2000, Mr. Clerico served as Executive Vice President and Chief Financial Officer of Praxair, Inc., where he also had responsibility for business operations in Europe and South America. From 1984 to 1992, Mr. Clerico served as Treasurer and Chief Financial Officer of Union Carbide Corporation. Mr. Clerico serves on the Board of Directors of Community Health Systems, Inc. and the Educational Development Corporation. Mr. Clerico received a BS degree in Finance from Oklahoma State University.

Lawrence R. Dickerson		Director since 2007 Age 56

     Mr. Dickerson is the President, Chief Executive Officer and a Director of Diamond Offshore Drilling, Inc. Mr. Dickerson joined Diamond Offshore Drilling in 1979 and, prior to being elected Chief Executive Officer in May 2008, served as the company’s Chief Operating Officer in addition to other titles since 1998. Mr. Dickerson is also a past Chairman of the National Ocean Industries Association and a director of the International Association of Drilling Contractors. Mr. Dickerson holds a BBA degree from the University of Texas and is a certified public accountant.

Edward P. Djerejian		Director since 1996 Age 70

     Mr. Djerejian is the Director of the James A. Baker III Institute for Public Policy at Rice University, a position he has held since August 1994. He also serves as the Managing Partner of Djerejian Global Consultancies, LLC, a company he formed in 2000. During his more than thirty years in the United States Foreign Service, Mr. Djerejian served as U.S. Ambassador to the Syrian Arab Republic, as U.S. Ambassador to Israel and as Assistant Secretary of State for Near Eastern Affairs under Presidents George

H. W. Bush and William J. Clinton. He received the Department of State’s Distinguished Service Award in 1993 and the President’s Distinguished Service Award in 1994. Mr. Djerejian is a graduate of the School of Foreign Service at Georgetown University and serves on the Board of Directors of Occidental Petroleum Corporation and Baker Hughes, Inc.

William J. Doré		Director from 1973 to 2007 and since December 2008 Age 66

     Mr. Doré, the Company’s founder, was re-elected to the Board of Directors on December 5, 2008. He served as the Company’s Chief Executive Officer from 1973 to 2006 and as Chairman of the Board of Directors until his retirement in May 2007. Mr. Doré has been providing consulting services to the Company since May 2007. He has over thirty-five years of experience in the diving and marine construction industry, is a past President of the Association of Diving Contractors and has served on the Board of Directors of the National Ocean Industries Association. In 2000, Mr. Doré received the Horatio Alger Award for personal and professional achievement. He received a MEd degree from McNeese State University. James J. Doré, the Company’s Senior Vice President for North America & Worldwide Diving and Subsea Services, is Mr. Doré’s brother.

Larry E. Farmer		Director since 2006 Age 69

     Mr. Farmer retired from the Halliburton Company on December 31, 2001 after a twenty-five year career with that company and its subsidiaries. In 2000 and 2001, Mr. Farmer was Chief Executive Officer of the British subsidiary Halliburton Brown & Root Limited. From 1990 to 2000, Mr. Farmer was President of Brown & Root Energy Services, the offshore platform, pipeline, and subsea engineering and construction unit of the Halliburton Company. Mr. Farmer is a registered professional engineer and holds the following university degrees: BS in Civil Engineering from the Missouri University of Science and Technology, MS in Civil Engineering and PhD in Civil Engineering from the University of Texas.

Edgar G. Hotard		Director since 1999 Age 65

     Mr. Hotard is an independent consultant/investor, having retired as President and Chief Operating Officer of Praxair, Inc. in January 1999, where he was first elected President and Director in 1992. Prior to 1992, Mr. Hotard was a Vice President with Union Carbide Corporation. He is an advisor to the Monitor Group and the Chairman of the Monitor Group (China) and a venture partner with Arch Venture Partners. Mr. Hotard is a director of Albany International Corporation. Mr. Hotard received a BS degree in Mechanical Engineering from Northwestern University.

Richard A. Pattarozzi		Director since 2000 Age 65

     Mr. Pattarozzi retired as Vice President of Shell Oil Company in January 2000. He also previously served as President and Chief Executive Officer for both Shell Deepwater Development, Inc. and Shell Deepwater Production, Inc. Mr. Pattarozzi serves on the Board of Directors of FMC Technologies, Inc., Tidewater, Inc. and is also the non-executive Chairman of the Board of Stone Energy, Inc. He received a BS degree in Civil Engineering from the University of Illinois.

James L. Payne		Director since 2000 Age 72

     Mr. Payne is Chairman of the Board of Directors and Chief Executive Officer of Shona Energy Co., Inc., a position he has held since December 2006. From October 2001 until its merger with Plains

Production in May 2004, Mr. Payne served as Chairman, President and Chief Executive Officer of Nuevo Energy Company. Mr. Payne retired as Vice Chairman of Devon Energy, Inc. in January 2001. Prior to its merger with Devon Energy, Mr. Payne was Chief Executive Officer and Chairman of Santa Fe Snyder, Inc. Mr. Payne serves on the Board of Directors of Nabors Industries, Ltd. and BJ Services Company. Mr. Payne is a graduate of the Colorado School of Mines and received an MBA from Golden State University.

Michael J. Pollock		Director since 1992 Age 62

     Mr. Pollock served as Chief Executive Officer and a Director of CoStreet Communications, a telecommunications company, from 2000 until his retirement in October 2008. From 1996 to 1998 Mr. Pollock served as Vice President, Chief Financial Officer, and Treasurer of Global, at which time he retired after working with the Company for eight years. He received a BS degree from the University of Louisiana-Lafayette. Mr. Pollock is a retired certified public accountant.

CORPORATE GOVERNANCE

Director Independence

     The Nominating and Governance Committee annually reviews and makes a presentation to the Board of Directors for their determination of the independence of each director. In conjunction with this process, all directors responded to a questionnaire asking about their relationships with the Company (and those of their immediate family members) and other potential conflicts of interest or arrangements between the Company, the directors or parties related to the directors. The Board of Directors has determined that the following directors are independent pursuant to the NASDAQ listing standards:

Lawrence R. Dickerson		Richard A. Pattarozzi
Edward P. Djerejian		James L. Payne
Larry E. Farmer		Michael J. Pollock
Edgar G. Hotard		Cindy B. Taylor

     Neither Mr. Clerico nor Mr. Doré was determined to meet the independence standard. Mr. Clerico is serving as our Chief Executive Officer and Chairman of the Company’s Board of Directors. Mr. Doré holds more than 5% of the Company’s outstanding common stock.

Board of Directors and Its Committees

     The Company’s Board of Directors held nineteen meetings during 2008. Each director attended more than 75% of the combined number of meetings of the Board of Directors and of the committees on which he or she served that were held while he or she was a director. It is the Company’s policy for directors to attend the annual meeting of shareholders. All members of the Company’s Board of Directors serving at that time attended our 2008 Annual Meeting. The Company anticipates that all directors will attend the 2009 Annual Meeting.

     The Board of Directors has five standing committees: Audit Committee, Compensation Committee, Finance Committee, Nominating and Governance Committee, and the Technical, Safety, Health and Environment Committee. The Board of Directors has adopted a written charter for each of these committees, which sets forth the committee’s purpose, responsibilities and authority. Furthermore, the Board of Directors has adopted the Company’s Corporate Governance Guidelines, Code of Business Conduct, Code of Ethics for Senior Financial Officers, Code of Ethics for Non-Employee Directors, and Employee Incident Reporting Procedures for Accounting and Compliance Matters. The committee charters,

guidelines, codes, and procedures are available on the Company’s website at www.globalind.com under Investor Relations. You may also contact the Company’s Investor Relations Department at (281) 529-7979 for paper copies free of charge. Changes to or material waivers of the Company’s Code of Ethics for Senior Financial Officers and for Non-Employee Directors will be immediately disclosed via the Company’s website at www.globalind.com.

     The following table lists the current members of each of the committees of the Board of Directors and the number of meetings held by each committee during 2008. Mr. Clerico does not currently serve on any of the Board’s committees. Mr. Hotard currently serves as the Board’s Lead Director.

Technical, Safety,

Nominating and

Health and

Audit

Compensation

Finance

Governance

Environment

John A. Clerico(1)

Lawrence R. Dickerson

X

X

Edward P. Djerejian

Chair

William J. Doré(2)

X

Larry E. Farmer

X

X

Edgar G. Hotard

X

X

Richard A. Pattarozzi

X

Chair

James L. Payne

Chair

X

Michael J. Pollock(3)

X

Chair

X

Cindy B. Taylor

Chair

X

Number of Meetings

11

7

5

5

4

Audit Committee

     Each member of the Audit Committee is “independent” as defined by the NASDAQ listing standards and the requirements of the SEC. Ms. Taylor has been designated the “audit committee financial expert” as prescribed by the SEC. The Audit Committee:

	•		oversees the integrity of the financial statements and monitors the financial reporting process;
	•		annually reviews and recommends to the Board of Directors the independent auditing firm to be engaged to audit the accounts of the Company and its consolidated subsidiaries;
	•		reviews with such firm the audit plan and results of the audit engagement; and
	•		reviews the scope and results of the Company’s procedures for internal auditing and makes inquiries as to the adequacy of internal controls.

Compensation Committee

     The Compensation Committee:

•

approves the compensation policies and compensation arrangements for senior management;

	•		approves significant issues that relate to changes in the Company’s benefit plans; and
	•		reviews the CD&A for inclusion in the Company’s proxy statement.

Finance Committee

     The Finance Committee:

	•		assists the Board of Directors in its oversight of the Company’s financial affairs and policies and makes recommendations to the Board of Directors regarding the financial policies of the Company;
	•		reviews the Company’s capital requirements and structure;
	•		reviews the Company’s long range financial strategic planning; and
	•		performs other functions related to oversight of the Company’s financial affairs.

Nominating and Governance Committee

     The Nominating and Governance Committee:

	•		recruits and recommends candidates for election to the Board of Directors;
	•		develops and recommends corporate governance guidelines to the Board of Directors and assists the Board of Directors in implementing such guidelines;
	•		reviews succession plans; and
	•		leads the Board of Directors in its annual review of the performance of the Board and its committees.

     Although the Nominating and Governance Committee has no set of specific minimum qualifications for director nominees, each nominee is expected to have the following personal characteristics described in the Company’s Corporate Governance Guidelines: creativity, financial literacy, high performance standards, informed judgment, integrity and accountability, mature confidence, and a passion about the performance of the Company. Moreover, in making its evaluation the Nominating and Governance Committee may consider, among other factors, whether prospective nominees have relevant business and financial experience or have industry or specialized expertise.

     It is the policy of the Nominating and Governance Committee to consider director candidate suggestions made by shareholders in the same manner as other candidates. For the procedures that must be followed in order for the committee to consider recommendations from shareholders, please read “General Information — What is the deadline to propose actions for consideration at the 2010 Annual Meeting of Shareholders or to nominate individuals to serve as directors?” included in this Proxy Statement.

Technical, Safety, Health and Environment Committee

     The Technical, Safety, Health and Environment Committee:

	•		oversees the Company’s technical, safety, health and environmental practices;
	•		reviews the status of the Company’s safety program to ensure that the program provides for a safe and healthful work environment; and
	•		reviews the status of systems and programs that seek to assure compliance with environmental laws and regulations.

DIRECTOR COMPENSATION

     Pursuant to the Non-Employee Director Compensation Policy in effect during 2008, all non-employee directors were entitled to receive:

	•		a cash retainer of $50,000 for each election cycle;
	•		10,000 shares of restricted stock granted on the date of their election with forfeiture restrictions lapsing on the earlier of the date of the next annual meeting of shareholders or June 1, of the following year (forfeiture restrictions on restricted shares granted on the director’s election date in 2008 lapse on May 20, 2009); and
	•		a $7,500 stipend ($15,000 in the case of the Audit Committee Chairperson) for the chairperson of each board committee and the lead director.

     No meeting fees are paid, but reimbursement for ordinary and necessary expenses incurred in attending Board or committee meetings is paid. We also pay or reimburse each non-employee director and his or her spouse for the cost of an annual physical exam.

     The Company’s Corporate Governance Guidelines requires each director to own shares of common stock of the Company (including shares of restricted stock) valued at three times the annual cash retainer paid to non-employee directors. Directors are permitted to dispose of any shares they own (other than restricted stock on which the forfeiture restrictions have not lapsed) that exceed the ownership requirement. Our current directors have three years from the date of adoption of this policy, on May 16, 2006, (or three years from the date of first election for new directors) to attain the required level of stock ownership.

Director Compensation Table

     The table below sets forth the compensation earned by our directors for the year ended December 31, 2008. For director compensation earned by John Clerico prior to becoming the Company’s Chief Executive Officer and Chairman of the Board of Directors effective October 16, 2008, see the Summary Compensation Table.

		Fees Earned or				Stock				All Other
		Paid in Cash				Awards(1)				Compensation				Total
Name		($)				($)				($)				($)
Lawrence R. Dickerson			50,000				208,067				—				258,067
Edward P. Djerejian			57,500				208,067				—				265,567
William J. Doré(2)			22,055				1,764				585,290				609,109
Larry E. Farmer			50,000				208,067				—				258,067
Edgar G. Hotard			57,500				208,067				—				265,567
Richard A. Pattarozzi			57,500				208,067				—				265,567
James L. Payne			57,500				208,067				—				265,567
Michael J. Pollock			51,336				208,067				—				259,403
Cindy B. Taylor			65,000				208,067				—				273,067

COMPENSATION DISCUSSION AND ANALYSIS

Objectives of the Compensation Program

     As an offshore contractor, our success depends on our ability to obtain and perform contracts for large complicated construction projects for pipelines and related structures for the oil and gas industry that often involve work over several years. In addition, our industry has tended to be cyclical with periods of great demand and higher margins, followed by periods of reduced demand and very significant pricing pressure. Intense competition for major contract awards requires that we actively manage our capital-intensive fleet of vessels, bidding activity, and construction efforts to protect our people, assets, and margins. As a result, it is critical that we are able to attract, motivate, and retain highly talented individuals to manage our business who are committed to and capable of developing our business opportunities across the world. Given the harsh and dangerous environments in which we conduct our activities and the substantial personal and financial losses that can occur from accidents, safety is a very important part of our mission.

Compensation Philosophy

     The Compensation Committee of the Board of Directors (the “Committee”) assists us in defining a compensation philosophy that:

	•		supports our Company’s overall strategy to mitigate the impact of business cyclicality and provide greater opportunity for sustained long-term growth by providing compensation that includes both fixed and variable components and long and short-term incentives;
	•		links total compensation to financial performance and the attainment of strategic objectives that increase shareholder value; and
	•		rewards Named Executive Officers (our Chief Executive Officer, Chief Financial Officer, and four other most highly compensated executive officers) and other key executives for achievement of annual and multi-year performance goals.

     The Compensation Committee reviews the compensation philosophy annually with the most recent review occurring in October 2008.

Compensation Mix

     The compensation program for our executives, including the Named Executive Officers, consists of:

•

base salary;

	•		short-term incentive compensation, which is provided through our annual Management Incentive Plan, pursuant to which annual cash compensation is awarded based on the Company’s financial results and individual performance;
	•		long-term incentive compensation, which is provided through our Stock Incentive Plans pursuant to which stock options, restricted stock and performance units are awarded; and
	•		executive benefits and perquisites.

     The Committee believes that shareholders are best served when the compensation structure for Named Executive Officers provides a balanced focus between creating long-term shareholder value and executing our business strategy effectively in the current year. While long-term equity compensation is an important component of our overall direct compensation, there is no fixed guideline regarding the mix of pay between base salary, short-term and long-term incentives in order to maintain flexibility in setting pay levels from year to year.

     The objective of our short-term incentive program is to provide competitive annual compensation for executives, including the Named Executive Officers, that focuses them on sustainable short-term performance measures and which provides financial incentives to achieve and surpass annual performance objectives linked to the annual business plan. Our business is cyclical in nature. As a result, our long-term compensation program is structured to reward outstanding performance over the longer term through a mix of equity awards that may include:

	•		stock options;
	•		restricted stock; and
	•		multi-year performance units.

     We target a significant portion of compensation for the Named Executive Officers to be at risk (i.e., tied to achievement of performance criteria, subject to time-based vesting, or both). If we perform at target, we expect that our total direct compensation (base salary, short-term and long-term incentives) for the Named Executive Officers and other key employees will approximate the median of our peer group. There is potential for higher compensation for Company and individual performance that exceeds target. The highest earning potential is dependent on the achievement of financial results well above the target and increasing the long-term value of Global on a multi-year basis. We measure long-term value through sustained stock price performance compared to our peers and the Philadelphia Exchange Oil Services Index (“OSX”). While a major portion of the compensation to our Named Executive Officers is performance-based, the Committee believes it is also prudent to provide competitive base salaries and benefits in order to attract and retain management talent necessary to achieve long-term strategic objectives.

     Performance measures and goals under our incentive compensation programs, both short-term and long-term, are established by the Committee annually after the Board approves the business plan for that year. Performance goals established in the annual business plan are then applied to the Management Incentive Plan that provides annual cash bonuses and performance-based equity awards issued under the stock incentive plan, although the measures and targets for the two plans may differ.

     The Committee may from time to time revise the components of executive compensation by (1) adding additional benefits, components or plans or (2) reducing or eliminating benefits, components or plans. We do not currently provide any retirement or deferred compensation plans specifically for executives but in the future may provide such benefits based on market conditions or trends for executive compensation. Any decisions to add or eliminate benefits for executives will be made by the Committee in the same manner and based on the same criteria it determines base salary and incentive compensation.

Benchmarking

     Since 1998, the Committee has benchmarked our compensation programs against a peer group of companies that provide offshore services in the oil and gas industry and that are comparable to us in terms of revenues and market capitalization. The peer group is reviewed and changes are made, if necessary, annually based on the recommendation of our management with input from the Committee’s outside compensation consultant, Towers Perrin. For the Committee’s 2008 review, the peer group consisted of the following companies:

	•		Cal Dive International, Inc.
	•		Helix Energy Solutions Group Inc.
	•		Hercules Offshore, Inc.
	•		McDermott International, Inc.
	•		Oceaneering International, Inc.
	•		Pride International Inc.
	•		Rowan Company Inc.
	•		SEACOR Holdings Inc.
	•		Superior Energy Services Inc.
	•		Tetra Technologies Inc.
	•		Tidewater Inc.
	•		Willbros Group Inc.

     Annually, the Committee reviews and compares compensation for Global’s executives, including the Named Executive Officers, to publicly disclosed peer group data for base salary, short-term incentive compensation and long-term incentive compensation. In addition, the Committee reviews compensation data for persons holding positions similar to the Named Executive Officers to survey compensation data provided by Towers Perrin for oilfield services companies as well as data representative of companies with revenue levels similar to ours across many different industries (general industry data). Because the general industry data is collected from similarly-sized companies, we consider the data to be “size adjusted”. We use this combination of compensation sources because oil field services compensation surveys on their own can have significant changes in participation from year to year, resulting in market data that does not always reflect actual market movement for a given position. By including “size-adjusted” general industry data in our analysis, the Committee is able to review data that is based on a more consistent group of companies from year to year.

     The Committee uses market data to compare compensation for our Named Executive Officers on an aggregate level, including total direct compensation and its principal components, as well as on an individual basis. Market data is used to the extent the data reflects roles that are sufficiently similar to make meaningful comparisons possible. The Committee uses peer group data, and to a lesser extent, data from general industry, primarily to ensure our executive compensation programs are competitive (meaning generally within the broad middle range of comparable programs and compensation at target levels of performance) and to evaluate individual compensation levels.

     Data from industries outside of the oilfield services industry is also used to help identify emerging trends in compensation. Our objective is to structure total direct compensation at the target level to be around the median (within plus or minus 10%) of the market range of our peer group. In order to attract and retain talent in critical functions, however, we may determine that it is in our best interest to provide compensation packages that exceed this general philosophy. In addition, compensation to certain individuals may be above market to address job changes, investment in individuals deemed critical to succession or other future requirements.

Assessment of Company and Individual Performance

     The Committee uses corporate performance measures in two ways. First, in establishing total direct compensation ranges, the Committee considers various measures of corporate and industry performance, including revenues, earnings per share, return on capital, cash flow and total shareholder return. The Committee makes a subjective determination after considering such measures collectively in establishing the target range of total direct compensation it seeks to attain for executives. Second, as described in more detail below, the Committee has established specific Company performance measures that determine the size of payouts under our performance-based short-term and long-term compensation. Annually, the Committee reviews the Company’s performance relative to the established performance measures for both short-term and long-term awards to assess and approve the portion of outstanding awards for which payout has been or, in the case of multi-year awards still being evaluated, are likely to be earned.

     Corporate and individual performance impacts the compensation of all employees, including the Chief Executive Officer and the other Named Executive Officers. With respect to the Chief Executive Officer, the independent directors, under the direction of the lead director, meet with the Chief Executive Officer in executive session annually to agree upon his performance objectives (both individual and Company). At or near the conclusion, the Committee meets in executive session to conduct a performance review of the Chief Executive Officer based on his achievement of the objectives, contributions to our performance, and other leadership accomplishments. This evaluation is used by the Committee in setting the Chief Executive Officer’s compensation.

     For each of the Named Executive Officers and other key executives, the Committee receives a performance assessment and compensation recommendation from the Chief Executive Officer with the assistance of our Vice President of Human Resources and also exercises its judgment based on the Board’s interactions with the particular executive. As with the Chief Executive Officer, the performance evaluation of our executives is based on achievement of objectives by the executive and his or her organization, and the individual’s contribution to Global’s performance and other leadership accomplishments.

Total Compensation Review

     The Committee reviews each executive’s total direct compensation which includes base pay, short-term incentive compensation and equity incentive awards annually with the guidance of the Committee’s independent compensation consultant. In addition to these primary compensation elements, the Committee reviews perquisites and other compensation, and payments that would be required under various severance and change-in-control scenarios. This “tally sheet” review is intended to ensure that the Committee understands and takes into account the total compensation, benefits and perquisites paid to the Named Executive Officers and other executives in setting compensation levels. All elements of total compensation and benefits due in a change of control or other severance situation were considered to be generally in line with practice among our peer group.

Compensation Consultants

     The Committee engages the services of Towers Perrin for outside compensation advice and counsel. The Committee has generally requested that its compensation consultant provide information on competitive executive pay practices for our industry and an analysis of our relative compensation position within our industry.

     Towers Perrin is an independent consulting organization that provides compensation data, market analysis and updates on comparable groups for executive compensation decisions. Under its charter, the Committee has the authority to hire and terminate the services of Towers Perrin at any time. The Committee has the authority to retain, at Company expense, legal, accounting or other advisors as the

Committee deems appropriate in performing their duties. The fees and services for the compensation consultant both for service to the Committee and to the Company are reviewed by the Committee annually. Towers Perrin has been contracted from time to time by management on a limited basis for assistance with certain compensation and benefit projects. The services were provided with no understanding of an ongoing relationship. Management does not have an exclusive relationship with any single outside consulting firm for compensation guidance.

Role of Executives in Establishing Executive Compensation

     Our Chief Executive Officer makes recommendations for setting the components of compensation for our other executives, including the other Named Executive Officers. The criteria used for determining recommended compensation levels include:

	•		individual performance;
	•		market data;
	•		positioning relative to market; and
	•		overall corporate performance as it relates to business strategy.

     In addition, the Chief Executive Officer reviews the performance of the other executives for the Committee and makes recommendations regarding the personal performance portion of the annual bonus award under the Management Incentive Plan to be paid to the executive.

     The Vice President of Human Resources regularly attends the Committee’s meetings and provides analysis and commentary regarding the internal and external impact of compensation recommendations as well as market competitiveness.

Components of Executive Direct Compensation

     Total direct compensation of our Named Executive Officers consists of the same primary components provided to other levels of management:

	•		base salary;
	•		short-term cash incentive compensation paid annually under the Management Incentive Plan (“MIP”); and
	•		long-term equity based incentive compensation in the form of stock options, restricted stock and/or performance unit awards under our Stock Incentive Plan.

     By design, base salary will make up anywhere from 20% to 40% of total direct compensation for our Named Executive Officers and variable compensation will make up anywhere from 60% to 80% of total direct compensation. In 2008, base salary comprised a higher percentage of compensation due to the fact that no performance based bonus awards were received by our Named Executive Officers under the Company’s Management Incentive Plan. The Committee believes that this allocation appropriately balances the mix of base salary and at risk compensation in a way that furthers the compensation objectives discussed above. In addition, the Committee regularly evaluates the mix of cash and equity compensation and the mix of short-term and long-term compensation to gauge their consistency with our overall compensation philosophy of weighting total direct compensation more heavily towards at-risk pay.

Base Salary

     Base salary is the guaranteed element of an executive’s direct compensation and is intended to provide a foundation for a competitive overall compensation opportunity for each executive, including the Named Executive Officers. The Committee intends to ensure that base salaries for our Named Executive Officers reflect the skill set and the market value of that skill set and experience as well as the personal performance of the executive. The base salary established for each Named Executive Officer also takes into account his or her particular level of responsibility and is generally targeted at or near the 50^th percentile for base salaries for executives in similar positions at our peer group companies, or in similar roles in oilfield service companies as well as at general industry companies with similar revenue to ours.

     Benchmarking with peer companies and industry data indicates that base salaries for executives at Global overall are at or modestly below the median in 2008.

     Normally, base salaries of our Named Executive Officers are reviewed annually, with adjustments made at twelve to sixteen month intervals based on job performance, expansion of duties and responsibilities, and changes in market salary levels. The Committee typically starts its annual base salary review by examining market place compensation changes and trends identified by Towers Perrin as well as their analysis of market-median compensation for the Company’s peer group. The Committee also reviews recommendations of Towers Perrin and our Chief Executive Officer with respect to each Named Executive Officer.

     When Mr. Levos joined the Company as Senior Vice President & Chief Financial Officer effective May 27, 2008, the Committee used data of comparable companies in our peer group to set a base salary near the 50^th percentile.

     In connection with Mr. Clerico’s appointment as Chairman of the Board and Chief Executive Officer, Mr. Clerico was awarded a restricted stock grant of 143,885 shares of the Company’s common stock (valued at $600,000 based upon the closing price of the common stock on October 17, 2008). Mr. Clerico does not receive any base salary as Chairman and Chief Executive Officer. So long as Mr. Clerico serves as Chief Executive Officer, he will forego his regular outside director compensation. In determining to provide Mr. Clerico’s compensation solely in stock, the Committee’s goal was to directly link his financial interest with those of the shareholders and provide a strong financial incentive to increase shareholder value.

Base Salary Changes For 2009

     In October 2008, the Committee conducted its annual review of executive compensation with the assistance of Towers Perrin. Following this review, the Committee elected not to increase the 2009 base annual salary of the Company’s executives, including the Named Executive Officers. In making this determination, the Committee considered management’s recommendations, the overall competitive position of the Company’s compensation program and financial performance.

     Please see the Summary Compensation Table for information regarding the base salary paid to each of the Named Executive Officers.

Short-Term Incentive Compensation — Annual Cash Bonus

     We have established a short-term incentive program, the MIP, to motivate and reward Named Executive Officers and other key members of management for their contribution to achievement of annual performance goals related to earnings and shareholder return as well as personal performance. The MIP provides the annual cash incentive element of total direct compensation.

     Under the MIP, target incentive opportunities, expressed as a percentage of base salary, are established for each participant by the Committee at its February meeting after the annual business plan has been approved by the Board of Directors. In order to achieve the target incentive opportunity for performance-based measures, actual results for the Company during the performance period must at least equal the annual business plan. In the event results exceed the plan, additional incentive compensation will be earned under the MIP. Actual bonus awards under the MIP are determined after the year end by the Committee based on the Company’s financial and stock price performance relative to predetermined performance measures as well as individual performance. In addition, the Committee has the discretionary authority to adjust the payout to any participant by up to 25%, but the total cash paid to any participant may not exceed 400% of his or her target incentive opportunity. The Committee has not made any discretionary payouts to any of the Named Executive Officers in the last three years when Company performance was not sufficient to earn a payout.

     Target Incentive Opportunities. Target incentive opportunities under the MIP are based on job responsibilities, internal pay equity and industry peer group data. Generally, target performance pays an amount equal to the target incentive, performance that equals or exceeds the maximum performance level under a particular measure pays an amount equal to 200% of the target incentive and performance in between pays an amount determined linearly. Annually, at its February meeting, the Committee establishes target and maximum performance goals under the MIP for that year. The Committee also establishes threshold performance levels for financial measures that must be met or exceeded for any award to be earned under the MIP based on those goals. The Committee has the discretionary authority to adjust any award earned under the MIP by up to 25% based on its assessment of the Company’s performance results and performance of the participant.

     Performance Measures. Annually, the Committee establishes corporate performance measures for all participants in the MIP including the Named Executive Officers. These measures are based on financial metrics which reflect corporate performance. Goals are set for each performance measure to utilize threshold, target and maximum incentive award opportunity.

Annual Cash Incentive Decisions In 2008

     In setting target opportunities for 2008, the Committee sought to ensure that, at target performance levels, total annual cash compensation was within the broad middle range of the peer group companies and that a substantial portion of total annual cash compensation was tied to Company and individual performance. In setting incentive bonus opportunities for 2008, 75% of the target award is earned based on Company EPS and TSR performance measures and 25% is attributable to individual performance. The individual performance component is determined by the Committee based upon an assessment by the Chief Executive Officer and is intended to take into account achievement of strategic goals, personal and organizational development, safety results and individual contributions. Target incentive opportunities ranged from 40% to 90% of base salary for Named Executive Officers in 2008. Each MIP participant, including the Named Executive Officers, can earn between 0% and 200% of his target award (which, as stated previously, is expressed as a percent of the individual executive’s base salary), depending upon corporate performance on the predetermined goals as well as individual performance. Each of our performance measures comprised threshold, target and maximum performance levels. If the threshold level of any performance measure is not achieved, then no amount is paid under that portion of the award. Set forth below is a description of each of the Company performance measures used for the 2008 MIP awards:

Measurement		Objective		Weight
Diluted Earning Per Shares (EPS)		•   Established based on a review of the business plan’s forecasted results for the upcoming year.		50% of total
		•   Intended to reward meeting or exceeding EPS targets.

Measurement		Objective		Weight
		•   The target level of performance is set at a level identified in the operating budget as the Company’s plan for the year and which the Committee believes is attainable based on the approved annual business plan given past performance, present market conditions and availability of resources. Achieving the target performance level would mean that the Company has achieved its business and operating plan for the year. There is the opportunity for a higher payout for performance well above target but also a risk of a lower or zero payout for performance below target. To achieve threshold performance, the Company must be substantially profitable with EPS at 80% of planned levels. Maximum payouts would be earned if EPS exceeded the plan by at least 20%.
Total Shareholder Return vs. OSX Index		•   Total shareholder return is essentially a measure of stock price appreciation — comparing the change in the value of an investment in our common stock over the year.		25% of total
		•   We compare our total shareholder return performance to the group of oilfield services companies that make up the OSX index in order to account for the cyclicality of our business. By using a relative measure, we intend to ensure that payouts under our MIP do not simply reflect the changing fortunes of our industry, but our own performance relative to our industry.
		•   We use the OSX as our benchmark for TSR performance, and not the “peer group” because:
		•   the OSX index is a readily available, verifiable index of a broad cross section of oilfield services companies; and
		•   it is used by investors as a measure of our relative stock price performance.
		•   We measure TSR by comparing our stock price at the beginning of the year to our stock price on the last day of the year. We then calculate our total return and compare it to a similar measure of TSR for other participants in the OSX index.
		•   In order for this measure to pay out at the target and maximum levels, we must meet or exceed the 50th and 90th percentile of performance in the OSX, respectively. The threshold level for earning any payout on this measure is the 25th percentile.
Individual Performance		•   Achievement of strategic goals and individual objective		25% of total
		•   Contribution to achievement of operating objectives and leadership provided to their organization
		•   Safety results

     For 2008, for participants in the MIP to earn an award at the target level, EPS results were required to equal the approved annual business plan and TSR was required to be at or above the 50^th percentile of the companies that make up the OSX index, (i.e., rank in the top half of companies in the index).

     For 2008, our annual reported diluted EPS loss of $1.03 was below the threshold established by the Committee. Our relative TSR during 2008 was also below the threshold level established by the Committee. Based on these results, in February 2009, the Committee determined that no bonus awards were earned based upon financial performance measures in 2008 by MIP participants, including each of the Named Executive Officers. In considering the individual performance component of the 2008 MIP award, the Committee reviewed financial results and corporate performance and determined not to award discretionary compensation to any of the Company executives, including the Named Executive Officers.

Annual Incentive In 2009

     In setting targets for 2009, the Committee again sought to ensure that, at target performance levels, total annual cash compensation would be generally competitive with peer group companies and that a substantial portion of annual cash compensation is tied to Company financial measures and performance. In establishing performance measures and goals, the Committee considered a number of internal and external factors, including economic and market conditions, capital spending plans by customers and critical strategic issues impacting the Company. Based on low oil and gas prices and weak market conditions, actual and anticipated bidding activity and project awards in the Company’s markets will be below levels experienced in recent years. This will, in turn, result in increased competition for the reduced volume of available work. In this environment, due to losses experienced in 2008, it is critical that the Company regain profitability in 2009. Moreover, after experiencing negative cash flow over the last year, positive cash flows from operations is needed to fund the Company’s routine activities and sustain implementation of long-term strategic growth and capital plans.

     Based upon these considerations, the Committee established Earnings Per Share and Free Cash Flow as performance measures for the MIP in 2009 with 50% of bonus opportunity based on each measure. Target goals for both measures are linked to the Company’s operating budget and will result in profitable performance in 2009, positive cash flow and enhancement of the Company’s balance sheet. To focus MIP participants on financial results, 100% of bonus opportunity in 2009 is based on financial results with no individual performance component.

Long-Term Incentive Compensation — Equity Awards

     We utilize three forms of long-term equity incentives granted under various equity plans each of which has been approved by our shareholders — stock options, restricted stock awards (both time-based vesting and performance-based vesting) and performance unit awards. These equity incentive awards foster the long-term perspective necessary to create shareholder value and help ensure that our executives are properly focused on creation of such shareholder value by rewarding financial and stock price performance over multi-year periods. Equity incentive awards also are used for recruiting and retention. Equity awards have traditionally been granted broadly and deeply within Global with approximately 230 employees participating as of February 17, 2009.

     In determining the amount and value of grants for executives, including the Named Executive Officers, the Committee’s overall objective was to set combined grant values of all equity-based awards at levels that were competitive within the median range of long-term incentive grants by peer group companies. The Committee’s practice in recent years has been to make annual grants of equity-based awards. Awards are determined based on consideration of market data, internal equity, succession planning, retention and current shareholdings by the individual. Awards are granted in a combination of stock options, time-based vesting restricted stock, and performance-vesting restricted stock or performance units. The Committee has no fixed guideline for the allocation among these types of equity awards in order to maintain flexibility in compensation decisions from year to year. However, in the last several years the Committee has shifted the mix of equity-based awards to increase the emphasis on performance awards (whether performance vesting restricted stock or performance units) and decrease the emphasis on stock options and time-based vesting restricted stock awards. In 2008, stock options comprised 40% of equity incentive awards to Named Executive Officers employed at that time by our

Company, time-based restricted stock was 30% and the performance award portion averaged 30% of the total grant value.

     Stock Options and Time-Based Vesting Restricted Stock Awards. Stock options generally align an executive’s incentives with shareholders’ because options have a value only if our stock price increases from the date of grant. Stock options also have an inherent performance component since it is our performance over an extended period that causes the value of our stock and thus the option to increase. Restricted stock awards that have time-based vesting also align the executive’s incentive with shareholders’ since they create direct share ownership with the intended result of increasing the executive’s focus on shareholder value over the vesting period. In addition, time-based vesting restricted stock awards are a useful recruiting and retention tool.

     We have generally granted stock options at prices equal to the market value (as defined in the plan) of the underlying stock on the effective date of grant and generally provide for vesting in equal portions on the first, second and third anniversaries of the date of grant. Time-based vesting restricted stock awards granted generally provide for cliff vesting on the third anniversary of the date of grant. The 2008 stock option and restricted stock awards to the Named Executive Officers are included in the Grants of Plan-Based Equity Awards table elsewhere in this Proxy Statement.

     For a description of our policies and procedures for the granting of stock options, see “Compensation Policies — Equity Awards” below.

     Performance-Based Awards. Performance awards promote share ownership and alignment with shareholder interests by providing employees, including Named Executive Officers, with shares of Company common stock if certain performance measures are achieved over a multi-year period. These awards tie reward of our Named Executive Officers to the achievement of certain levels of financial and stock price performance. Our performance unit awards are paid in shares of our common stock, based on performance generally over a three-year period. For the last several years, our approach has been to award new grants of performance unit awards annually resulting in a series of staggered three-year performance cycles. This three-year rolling cycle approach is intended to balance the retention and motivation power of these awards with the cyclicality inherent in our business on actual payouts over time. The goals established for these awards are intended to stress that our Named Executive Officers’ managerial focus should be on having a line of sight between Global’s and their personal business goals. Performance units awarded and the measurement criteria are set annually for a prescribed performance period.

Long-Term Incentive Awards in 2008

     In 2008, the Committee awarded equity-based awards at levels that were competitive within the median range of long-term incentive grants by peer group companies. On average, our Named Executive Officers received equity awards comprised of 40% stock options, 30% time-based restricted stock and 30% performance awards. In making its determination as to the mix of equity awards, the Committee reviewed available peer group data which indicated a competitive trend toward use of mixed equity awards, including a combination of stock options, time—based restricted units and performance-based share awards earned over multi-year cycles.

     Grants of equity awards to Mr. Levos at the time he joined Global as Senior Vice President and Chief Financial Officer were determined based on internal equity and data from our peer group and general industry for executives in similar positions. With respect to Mr. Clerico, in lieu of any salary, Mr. Clerico received an award of 143,885 restricted stock shares upon his appointment as Chairman of the Board and Chief Executive Officer effective October 16, 2008. These shares vest at three (3) month intervals in the twelve-month period following his appointment, as follows: January 15, 2009 — 35,971; April 15, 2009 — 35,971; July 15, 2009 — 35,971; and October 14, 2009 — 35,972. This vesting schedule

was adopted because Mr. Clerico receives no salary as Chief Executive Officer and links his overall compensation to increased shareholder value.

     Performance unit awards granted in 2008 may be earned based on the following criteria during a three year cycle commencing January 2008 and ending December 31, 2010:

Performance Measure		Criteria		Weight
Net Operating Profit After Tax Return on Capital (“NOPAT ROC”)		· Defined as cumulative net operating profit after tax over a three-year period, divided by shareholders’ equity plus long-term debt for the three-year period.		50% of total
		· Established based on a review of the business plan, actual costs of capital, and forecasted results for the upcoming three years considering the current business climate.
TSR vs. OSX
		· This performance measure is similar to the measure used in our MIP, except that performance must be achieved over a three year period.		50% of total
		We calculate TSR by comparing our stock price on the first day of the performance period (January 1 of year one) to our stock price on the final day of the performance period (December 31 of year three). We then compare our return to shareholders to a similar measure of return to shareholders of the same performance period to other participants in the OSX index.
		· In order to earn a target award, over the three-year cycle, we must rank at the 50th percentile, (i.e., in the top half) versus the other companies in the OSX index, and we must achieve 75th, (i.e., in the top quartile) percentile ranking or better over the performance cycle in order to earn a maximum award.

     The performance criteria for performance awards has been set by the Committee at levels which at target would require sustained performance at expected levels but which would require significantly improved multi-year performance for payouts in excess of target levels. At least annually, the Committee receives an evaluation of the likelihood of achievement of various performance measures under the outstanding performance awards.

     During 2008, there were three cycles of performance share awards outstanding with three year performance cycles commencing on January 1 of 2006, 2007, and 2008, respectively. At its meeting in February 2009, the Committee reviewed the result of the performance cycle running from January 1, 2006 to December 31, 2008. During the performance cycle, NOPAT ROC averaged 7.4% and total shareholder return as compared to its peers (TSR vs. OSX) was below the threshold level. Under the goals established by the Committee in 2006, results for the 2006-2008 cycle achieved 55.25% of the target level. As a result, in February 2009, the Committee approved distribution of 39,162 shares to 15 participants, including four (4) of the Named Executive Officers. Performance share awards to the Named Executive Officers are listed in the Summary Compensation Table. The Committee also reviewed performance for the cycle beginning in January 2007. Based on results in 2007 and 2008, it is not likely that any awards for 2007-2009 cycle will be earned by participants. Only one year of performance has

been completed for the performance cycle commencing in January 2008. At this time, it is premature to reach any conclusions concerning the likelihood of any payout under this cycle.

Long-Term Equity Incentive Awards in 2009

     In considering 2009 equity awards to management, the Committee considered a number of factors. Recessionary economic conditions, weakness in the oil and gas markets and poor financial results resulted in a significant reduction in the price of the Company’s common stock in 2008. In early 2009, economic and market conditions continued to deteriorate and the timetable for economic recovery remains uncertain. Capital spending by international and national oil companies is expected to be reduced in 2009. These factors have made it difficult to forecast project activity beyond the next six to twelve months. As a result, the Committee concluded that development of long-term financial measures is not practical at this time.

     The Committee also considered the need for equity awards to provide appropriate financial incentives to management. Outstanding equity awards are of reduced value due to the decline in the price of our common stock. In addition, the two outstanding cycles of performance-based shares are unlikely to result in any earned awards. In these circumstances, the Committee considered it prudent to make equity awards in 2009 that provided recipients a strong incentive to improve financial performance and remain with the Company in their key roles. This was accomplished with an equity award that was comprised 100% of performance-based awards. In order to stress the goal of returning the Company to profitability, these awards will be earned based on Earnings Per Share (EPS) in 2009 and 2010. No shares will be earned if the Company is not profitable. Overall performance-unit awards will be earned based on results in 2009 (40%) with the remainder (60%) based on cumulative results for 2009 and 2010. Any shares earned based on 2009 performance will be subject to forfeiture should the executive leave the Company before February 2011.

Benefits and Perquisites

     The Named Executive Officers receive the same benefits as all U.S. based employees including medical, dental and vision coverage, disability insurance and basic life insurance as well as some additional supplemental benefits. A portion of the costs of benefits are borne by the employee. Supplemental benefits include supplemental medical, dental, vision and life insurance. These supplemental benefits are provided to ensure the health and well-being of the Named Executive Officers. In addition, we provide perquisites that directly promote our business objectives to executives to assist in their roles and responsibilities and include auto allowances and club memberships, which are available on a limited basis. See the Summary Compensation Table for further information on perquisites provided to the Named Executive Officers.

Post–Employment Compensation; Employment and Severance Agreements

Retirement Plans

     Except for participation in our 401(k) savings plan, which is available to substantially all domestic employees, we do not currently provide any retirement or pension plan for employees or executive officers. The Company’s 401(k) plan allows participants to save for retirement on a tax-advantaged basis and to direct their savings to a variety of investment vehicles. All of the Company’s peers and virtually all general industry companies sponsor similar 401(k) savings plans. By offering such a plan, the Company increases its ability to attract and maintain management and executive talent.

Employment and Severance Agreements

     Effective September 16, 2006, the Company entered into an employment agreement with Mr. Chin in connection with his becoming the Company’s Chief Executive Officer. On October 16, 2008,

Mr. Chin resigned from his positions as Chairman of the Board of Directors and Chief Executive Officer of the Company.

     In connection with Mr. Chin’s resignation, the Company entered into a Resignation and Release Agreement with Mr. Chin dated October 16, 2008 (the “Resignation Agreement”). The Resignation Agreement, together with Mr. Chin’s executive employment agreement, provided, among other things, that (i) Mr. Chin receive cash severance payment equal to twice his base salary and 2008 target bonus plus $140,000 (which was provided in lieu of continuing medical coverage); (ii) vested 175,001 unvested stock options held by Mr. Chin and provided that all options (275,000) held by Mr. Chin will remain available for exercise for the remaining portion of the original grant; (iii) vested 188,334 restricted stock awards held by Mr. Chin, and (iv) all performance unit awards previously granted to Mr. Chin remain outstanding and will be paid if earned at the end of the relevant performance cycle in accordance with their terms as if Mr. Chin had remained an employee of the Company throughout the relevant performance cycle. On October 23, 2008, Mr. Chin received $1,166,041.66 as the initial installment of his severance payment. The balance ($1,690,958.34) will be paid in April 2009.

     The agreement also provides that Mr. Chin will serve as a consultant to the Company and remain available to the Company for up to 180 days after his resignation. For his consulting services, Mr. Chin will be paid monthly based on his base salary level at the time of his resignation ($59,585 per month). He is not entitled to participate in any employee benefits, including year-end bonus plans. If consultation services are provided through the end of the six-month term, total payments to Mr. Chin will be $357,500. The agreement also provides that Mr. Chin will comply with non-competition, non-solicitation and other covenants contained in his employment agreement but that such obligations will expire at the end of the consulting period. Payments to Mr. Chin in 2008 in connection with his resignation are included in the Summary Compensation Table.

     We also have an employment agreement in place with Mr. Atkinson. This agreement includes severance provisions that would apply to certain types of termination outside of a change-in-control. In addition, each of our other Named Executive Officers, except for Mr. Clerico, is a party to a Change-In-Control Agreement that provides for certain payments upon ceasing to be employed by the Company after a change-in-control. These severance provisions vary by individual agreement and are discussed in more detail in the Separation and Change-In-Control table presented in this Proxy Statement and the accompanying narrative disclosures.

     Outside of the specific employment agreement or a change-in-control agreement, our Named Executive Officers are not due any benefits upon death or disability that are not generally available to all employees.

     In the case of termination for cause, none of our Named Executive Officers are due any compensation beyond salary that has already been earned through the date of termination.

     In our experience, change-in-control agreements for Named Executive Officers are common among our peer group, and our Board and Committee believe that providing these agreements to our Named Executive Officers would protect shareholders’ interests in the event of a change-in-control by helping to assure management continuity. Please review the Separation and Change-in-Control table presented in this Proxy Statement and the accompanying narrative disclosures for more information regarding the change-in-control agreements with our Named Executive Officers as well as other plans and arrangements that have trigger mechanisms that relate to a change-in-control. Although there are some differences in benefit levels depending on the executive’s job level and seniority, the basic elements of the severance provisions of the employment agreement and the change-in-control agreements that we have entered into with our current executives, including the Named Executive Officers other than Mr. Clerico, are comparable:

     Double trigger. Unlike “single trigger” plans that pay out immediately upon a change-in-control, our agreements require a “double trigger” — a change-in-control followed by an involuntary loss of employment within two years following the change-in-control. The only exceptions relate to equity awards which will vest immediately upon a change-in-control. Performance unit awards would be paid upon a change-in-control at the target payout level. The Committee believes this payment is appropriate because of the difficulties in converting our EPS and TSR targets into an award based on the surviving company’s EPS and TSR.

     Covered terminations. Executives are eligible for payments if, within two years of the change-in-control, their employment is terminated (i) without cause by the surviving company or (ii) for good reason by the employee, each as is defined in the agreement.

     Severance payment. Eligible terminated executives would receive a severance ranging from one to three times base salary plus short-term cash incentive (with the cash incentive established as the higher of the then-current year’s target level or the last short-term incentive amount paid prior to the change-in-control).

     Benefit continuation. Basic employee benefits such as health, life and disability insurance would be continued for up to two years following termination of employment.

     In the event the payments made to the executive, or the value of other benefits received by the executive, in connection with a change-in-control exceed certain limits, Section 280G of the Internal Revenue Code imposes an excise tax on the employee. The costs of this excise tax, including related tax gross-ups and taxes on the gross-up itself, would be borne by us under the agreements with Messrs. Peter S. Atkinson, James J. Doré, and Russell J. Robicheaux such that each executive is held harmless for the effects of this excise tax.

Stock Ownership Guidelines

     In 2000, the Committee implemented share ownership guidelines for all executives. These ownership guidelines require that they hold a number of shares of Global common stock with a market value equal to a multiple of their base salary. The objective of having a minimum ownership guideline is to align the executive’s focus to the shareholders’ interests. The minimum ownership level varies depending on position and is set at a level that is intended to be a significant value relative to the executive’s compensation level to ensure that the executive’s interest is in alignment with the shareholder. The Chief Executive Officer is required to maintain stock with a value of five times his base salary; the President, Chief Financial Officer and any Chief Administrative or Operating Officer are required to maintain common stock with a value of three times his or her base salary; other executives are required to maintain stock with a value equal to one times his or her base salary. Executives are entitled to include the value of non-vested restricted stock in the calculation. There is a transition period of five (5) years during which new executives are allowed time to achieve the proper ownership guideline.

     Each Named Executive Officer was in compliance with the ownership guidelines at the end of 2007. Due to the significant decline in the value of the Company’s common stock in 2008, none of the Named Executive Officers was in technical compliance at the end of 2008. In these circumstances, after reviewing ownership levels, including acquisition and disposition of shares during 2008, the Committee determined each of the Named Executive Officers to be in compliance with the Share Ownership Guidelines as of December 31, 2008. Each Named Executive Officer and all other officers were also in compliance with policies requiring advance approval of all transactions involving the sale or purchase of the Company’s common stock by them or by their immediate family members. This policy also prohibits the Named Executive Officers, other officers, and their immediate family members from engaging in or benefiting from other types of transactions involving the Company’s common stock such as puts, calls, and the sale or purchase of market options.

Compensation Policies

Equity Awards

     We generally grant long-term incentive awards using the last reported sales price on the NASDAQ Global Select Market on the effective date of the grant. We do not time the granting of equity awards to coincide with the release of material non-public information or any other special events but generally grant options to Named Executive Officers only on an annual grant date. Off-cycle grants may be made to executives as they are hired or in connection with promotions. Our equity awards are granted as of the actual date of grant or on a subsequent fixed date, in each case with all required approvals under the plan obtained in advance of or on the actual grant date. All grants to Named Executive Officers require approval of the Committee. Our insider trading policy prohibits the Named Executive Officers from trading in derivative securities of our stock.

Executive Compensation Recovery Policy

     The Board has adopted an executive compensation recovery policy applicable to executive officers. Under this policy, we may recover incentive compensation (cash or equity) that was based on achievement of financial results that were substantially the subject of a restatement if an executive officer engaged in intentional misconduct that caused or partially caused the need for the restatement and the effect of the wrongdoing was to increase the amount of bonus or incentive compensation. Under this policy, when the Board determines in its sole discretion that recovery of compensation was appropriate, the Company may require reimbursement of all or any portion of any cash bonus or performance award to the fullest extent permitted by law.

Deductibility of Compensation

     Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid for any fiscal year to the Company’s highest paid executive officers; however, the statute exempts qualifying performance-based compensation from the deduction limit when specified requirements are met.

     In general the Compensation Committee has structured awards to executive officers under the Company’s incentive programs to qualify for this exemption. However, the Compensation Committee retains the discretion to award compensation that exceeds Section 162(m)’s deductibility limit.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The Compensation Committee, comprised of independent directors, reviewed and discussed the above Compensation Discussion and Analysis (CD&A) with the Company’s management. Based on the review and discussions, the Compensation Committee recommended to our Board of Directors that the CD&A be included in these Proxy Materials.

Compensation Committee

James L. Payne, Chairman
Lawrence R. Dickerson
Richard A. Pattarozzi

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     James L. Payne, Richard A. Pattarozzi and Lawrence R. Dickerson served on the Compensation Committee in 2008. John A. Clerico served on the Compensation Committee until he was appointed Chief Executive Officer of the Company on October 16, 2008. None of the directors during their time of service on the Compensation Committee in 2008 served as one of the Company’s officers or employees. During 2008, none of our executive officers served as a director or member of the Compensation Committee (or other committee performing similar functions) of any other entity of which an executive officer served on our Board of Directors or Compensation Committee.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

     The table below summarizes compensation earned by each of the Named Executive Officers for the years ended December 31, 2008, 2007 and 2006.

																						Non-Equity
														Stock				Option				Incentive Plan				All Other
Name and						Salary				Bonus(4)				Awards(5)				Awards(5)				Compensation(6)				Compensation(7)				Total
Principal Position		Year				($)				($)				($)				($)				($)				($)				($)
John A Clerico (1)			2008				—				—				94,058				—				—				262,759	(5)			356,817
Chairman of the Board &
Chief Executive Officer
Jeffrey B. Levos (2)			2008				164,647				—				47,443				50,657				—				19,716				282,463
Senior Vice President &
Chief Financial Officer
Peter S. Atkinson			2008				410,000				—				401,439				385,846				—				40,488				1,237,773
President			2007				390,400				—				666,633				280,656				276,981				27,966				1,642,636
			2006				381,250				—				590,744				234,307				345,603				25,782				1,577,686
James J. Doré			2008				327,000				—				161,026				135,229				—				30,995				654,250
Senior Vice President,			2007				315,400				—				300,938				164,594				208,000				22,566				1,011,498
North America and Worldwide			2006				306,250				—				264,717				183,166				262,303				106,323				1,122,759
Diving & Subsea Services
Russell J. Robicheaux			2008				255,000				—				186,347				172,362				—				37,143				650,852
Chief Administrative Officer			2007				230,400				—				308,054				208,851				157,704				32,170				937,179
& General Counsel			2006				221,500				—				222,557				80,588				181,321				30,757				736,723
Byron W. Baker			2008				260,000				—				178,097				148,502				—				37,296				623,895
Senior Vice President,			2007				250,400				—				326,558				189,867				132,107				29,196				928,128
Worldwide Fleet Operations			2006				232,817				—				267,832				151,867				168,839				32,553				853,908
B.K. Chin(3)			2008				651,292				—				1,584,255				218,442				—				3,043,306				5,497,295
Former Chairman of the Board			2007				650,400				—				1,434,702				904,749				700,000				93,631				3,783,482
and Chief Executive Officer			2006				162,500				800,000				165,724				133,025				220,959				3,772				1,485,980

ALL OTHER COMPENSATION

     The table below sets forth the amount of all other compensation earned by each of the Named Executive Officers for the years ended December 31, 2008, 2007 and 2006.

										Allocation
										of																								Total of All
						401(k)				401(k)				Energy								Other								Consulting				Other
						Match(1)				Forfeitures(1)				Allowance(2)				Perquisites(3)				Payments				Severance				fees				Compensation
Name		Year				($)				($)				($)				($)				($)				($)				($)				($)
John A. Clerico			2008				—				—				—				22,192				240,567	(4)			—				—				262,759
Jeffrey B. Levos			2008				9,854				—				—				9,862				—				—				—				19,716
Peter S. Atkinson			2008				13,800				76				—				26,612				—				—				—				40,488
			2007				6,750				416				800				20,000				—				—				—				27,966
			2006				6,600				297				1,200				17,685				—				—				—				25,782
James J. Doré			2008				13,800				76				—				17,119				—				—				—				30,995
			2007				6,750				416				800				14,600				—				—				—				22,566
			2006				6,600				280				1,200				98,243				—				—				—				106,323
Russell J. Robicheaux			2008				13,800				76				—				23,267				—				—				—				37,143
			2007				6,750				416				800				24,204				—				—				—				32,170
			2006				5,783				259				1,200				23,515				—				—				—				30,757
Byron W. Baker			2008				13,800				76				—				23,420				—				—				—				37,296
			2007				6,750				416				800				21,230				—				—				—				29,196
			2006				5,820				269				1,200				25,264				—				—				—				32,553
B. K. Chin			2008				13,800				76				—				22,511				—				2,857,000				149,919				3,043,306
			2007				6,750				—				800				86,081				—				—				—				93,631
			2006				—				—				300				3,472				—				—				—				3,772

PERQUISITES

     The table below sets forth the amount of perquisites earned by each of the Named Executive Officers for the years ended December 31, 2008, 2007 and 2006.

																																		Total
										Group Term																				Personal Use				Amount
						Auto				Life				Moving				Living												of Corporate				of
						Allowance(1)				Insurance(2)				Benefits(3)				Allowance(4)				Exec-U-Care(5)				Club Dues(6)				Aircraft				Perquisites
Name		Year				($)				($)				($)				($)				($)				($)				(7)				($)
John A. Clerico			2008				—				—				—				—				—				—				22,192				22,192
Jeffrey B. Levos			2008				5,388				293				—				—				4,181				—				—				9,862
Peter S. Atkinson			2008				9,000				3,564				—				—				8,266				5,782				—				26,612
			2007				9,000				3,564				—				—				2,116				5,320				—				20,000
			2006				9,000				2,322				—				—				1,102				5,261				—				17,685
James J. Doré			2008				9,000				1,242				—				—				6,877				—				—				17,119
			2007				9,000				1,242				—				—				1,606				2,752				—				14,600
			2006				4,771				518				84,866				4,699				2,906				483				—				98,243
Russell J. Robicheaux			2008				9,000				2,804				—				—				5,990				5,473				—				23,267
			2007				9,000				1,706				—				—				7,235				6,263				—				24,204
			2006				8,550				1,644				—				—				10,905				2,416				—				23,515
Byron W. Baker			2008				7,200				993				—				10,800				4,427				—				—				23,420
			2007				7,200				968				—				8,280				1,909				2,873				—				21,230
			2006				7,200				907				—				11,520				3,192				2,445				—				25,264
B.K. Chin			2008				9,546				2,043				—				—				5,232				5,690				—				22,511
			2007				12,000				2,580				—				—				8,030				63,471				—				86,081
			2006				3,000				430				—				—				42				—				—				3,472

SALARY AND CASH BONUS IN PROPORTION TO TOTAL COMPENSATION

     The following table sets forth the percentage of each Named Executive Officer’s 2008 total compensation that we paid in the form of base salary and annual cash bonus.

		Percentage of
		Total
Name		Compensation
John A. Clerico			0	%
Jeffrey B. Levos			58	%
Peter S. Atkinson			33	%
James J. Doré			50	%
Russell J. Robicheaux			39	%
Byron W. Baker			42	%
B.K. Chin			12	%

GRANTS OF PLAN-BASED AWARDS TABLE
for the year ended December 31, 2008

																																		All Other				All Other								Grant
																																		Stock				Option								Date Fair
										Estimated Future Payouts Under												Estimated Future Payouts Under												Awards:				Awards				Exercise or				Value of
										Non-Equity Incentive Plan Awards(1)												Equity Incentive Plan Awards(2)												Number of				Number of				Base Price				Stock &
						Date of																												Shares of				Securities				of Option				Option
		Grant				Board				Threshold				Target				Maximum				Threshold				Target				Maximum				Stock or				Underlying				Awards				Awards
Name		Date				Action				($)				($)				($)				(#)				(#)				(#)				Units(3) (#)				Options(4) (#)				($/share)				($)
John A. Clerico
			5/14/08				5/14/08																												10,000	(6)											192,400
			10/17/08				10/14/08																												143,885												600,000
Jeffrey B. Levos											68,750				137,500				275,000
			05/27/08				05/09/08																												10,000												176,800
			05/27/08				05/09/08																																15,000				17.68				138,155
			05/27/08				05/09/08																1,722				8,611				17,222																205,545
Peter S. Atkinson											123,000				246,000				492,000
			01/02/08				10/30/07	(5)																											15,000												319,500
			01/02/08				10/30/07	(5)																															40,000				21.30				435,880
			02/19/08				02/19/08																3,000				15,000				30,000																431,250
James J. Doré											81,750				163,500				327,000
			01/02/08				10/30/07	(5)																											4,500												95,850
			01/02/08				10/30/07	(5)																															10,000				21.30				108,970
			02/19/08				02/19/08																900				4,500				9,000																129,375
Russell J. Robicheaux											63,750				127,500				255,000
			01/02/08				10/30/07	(5)																											5,000												106,500
			01/02/08				10/30/07	(5)																															12,000				21.30				130,764
			02/19/08				02/19/08																1,000				5,000				10,000																143,750
Byron W. Baker											52,000				104,000				208,000
			01/02/08				10/30/07	(5)																											4,500												95,850
			01/02/08				10/30/07	(5)																															10,000				21.30				108,970
			02/19/08				02/19/08																900				4,500				9,000																129,375
B.K. Chin(7)			01/02/08				10/30/07	(5)																											35,000												745,500
			01/02/08				10/30/07	(5)																															75,000				21.30				817,275
			02/19/08				02/19/08																7,000				35,000				70,000																1,006,250

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

     The table below sets forth the unexercised options, stock that has not vested, and equity incentive plan awards for each Named Executive Officer that were outstanding as of December 31, 2008. Market values are based on our common stock price on December 31, 2008, which was $3.49.

																			Stock Awards
																											Equity Incentive Plan Awards:
																											Unearned Shares, Units or
		Option Awards																	Shares or Units of Stock								Other Rights That Have
		Number of Securities								Option									That Have Not Vested								Not Vested
		Underlying Options								Exercise													Market								Market or
		Exercisable(1)				Unexercisable				Price				Expiration					Number				Value				Number				Payout Value
Name		(#)				(#)				($)				Date					(#)				($)				(#)				($)
John A. Clerico																				10,000	(15)			34,900
																				143,885	(19)			502,159
Jeffrey B. Levos							15,000	(16)			17.68				05/27/18					10,000	(17)			34,900				17,222	(18)			60,105
Peter S. Atkinson			9,356								10.69				02/17/10					29,400	(3)			102,606				32,000	(4)			111,680
			10,527								9.50				08/07/11					15,000	(10)			52,350				30,000	(11)			104,700
			12,048								8.30				02/20/12					15,000	(13)			52,350				30,000	(14)			104,700
			50,644								10.69				02/17/10
			51,473								9.50				08/07/11
			85,952								8.30				02/20/12
			31,733				15,867	(2)			12.38				01/03/16
			13,333				26,667	(9)			13.04				01/02/17
							40,000	(12)			21.30				01/02/18
James J. Doré			4,000								8.50				03/18/09					15,000	(3)			52,350				12,000	(4)			41,880
			36,325								10.69				02/17/10					7,000	(10)			24,430				14,000	(11)			48,860
			7,526								9.50				08/07/11					4,500	(13)			15,705				9,000	(14)			31,410
			12,181								8.30				02/20/12
			6,000								8.50				03/18/09
			3,675								10.69				02/17/10
			22,474								9.50				08/07/11
			22,819								8.30				02/20/12
			26,666				13,334	(2)			12.38				01/03/16
			6,000				12,000	(9)			13.04				01/02/17
							10,000	(12)			21.30				01/02/18
Russell J. Robicheaux			31,320								10.69				02/17/10					9,300	(3)			32,457				10,200	(4)			35,598
			9,079								9.50				08/07/11					10,000	(8)			34,900				14,000	(11)			48,860
			11,638								8.30				02/20/12					7,000	(10)			24,430				10,000	(14)			34,900
			8,680								10.69				02/17/10					5,000	(13)			17,450
			18,921								9.50				08/07/11
			8,362								8.30				02/20/12
			10,066				5,034	(2)			12.38				01/03/16
			13,333				6,667	(7)			14.24				12/12/16
			6,000				12,000	(9)			13.04				01/02/17
							12,000	(12)			21.30				01/02/18
Byron W. Baker			7,051								9.50				08/07/11					11,000	(3)			38,390				12,000	(4)			41,880
			12,030								10.69				02/17/10					5,000	(6)			17,450				16,000	(11)			55,840
			14,949								9.50				08/07/11					8,000	(10)			27,920				9,000	(14)			31,410
			11,933				5,967	(2)			12.38				01/03/16					4,500	(13)			15,705
			10,000				5,000	(5)			17.71				05/04/16
			6,666				13,334	(9)			13.04				01/02/17
							10,000	(12			21.30				01/02/18
B.K. Chin			19,761								15.18				10/02/16													80,000	(11)			279,200
			80,239								15.18				10/02/16													70,000	(14)			244,300
			100,000								13.04				01/02/17
			75,000								21.30				01/02/18