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.  )

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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

William J. Doré
Executive Chairman of the Board

April 11, 2007

Dear Fellow Shareholder:

     You are cordially invited to attend the Company’s 2007 Annual Meeting of Shareholders. The meeting will be held on Wednesday, May 16, 2007, at The Houstonian Hotel & Conference Center, 111 North Post Oak Lane, Houston, Texas, commencing at 10:00 a.m., local time.

     At this year’s meeting, you will be asked to vote in favor of the election of ten directors and the ratification of the appointment of Deloitte & Touche LLP as our auditors. These proposals are more fully explained in the proxy statement.

     Your vote is important to us. We encourage you to sign and return your proxy card before the meeting so that your shares will be represented and voted at the meeting even if you cannot attend.

     Thank you for your participation.

Sincerely,

WILLIAM J. DORÉ

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

NOTICE OF 2007 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 16, 2007

Dear Shareholder:

     You are cordially invited to attend the 2007 Annual Meeting of Shareholders of Global Industries, Ltd. on Wednesday, May 16, 2007. The meeting will be held at The Houstonian Hotel & Conference Center, 111 North Post Oak Lane, Houston, Texas, at 10:00 a.m., local time.

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

	1.		To elect ten directors to hold office until the next annual meeting of shareholders and until their successors have been elected and qualified.
	2.		To ratify the appointment of Deloitte & Touche LLP as independent auditors of the Company.
	3.		To transact such other business as may properly come before the meeting or any adjournment thereof.

     The Board of Directors has fixed the close of business on March 30, 2007 as the record date for the determination of shareholders entitled to notice of and to vote at the 2007 Annual Meeting or any 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.

By Order of the Board of Directors

RUSSELL J. ROBICHEAUX
Chief Administrative Officer,
General Counsel and Secretary

Carlyss, Louisiana
April 11, 2007

     IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE COMPLETE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE, WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.

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

PROXY STATEMENT FOR 2007 ANNUAL MEETING OF SHAREHOLDERS

To be held on May 16, 2007

     This Proxy Statement and the accompanying proxy card are being furnished to the shareholders of Global Industries, Ltd., a Louisiana corporation (the “Company” or “Global”), in connection with the solicitation by and on behalf of the Board of Directors of the Company of proxies for use at the 2007 Annual Meeting of Shareholders of the Company (“Annual Meeting”) to be held on Wednesday, May 16, 2007, at 10:00 a.m., local time, at The Houstonian Hotel & Conference Center, 111 North Post Oak Lane, Houston, Texas, and any adjournment thereof. This Proxy Statement and the accompanying proxy card are being first mailed to shareholders on or about April 11, 2007.

     The execution and return of the enclosed proxy card will not affect a shareholder’s right to attend the Annual Meeting. Furthermore, a shareholder may revoke his or her proxy at any time before it is exercised (a) by filing with the Secretary of the Company a written revocation or a duly executed proxy bearing a later date or (b) by appearing and voting in person at the Annual Meeting. Unless otherwise marked, properly executed proxies in the form of the accompanying proxy card will be voted

	(i)		FOR the election of the ten nominees to the Board of Directors of the Company listed below, and
	(ii)		FOR ratification of the appointment of Deloitte & Touche LLP as independent auditors of the Company, and
	(iii)		in the discretion of the proxies on any other matter that properly comes before the shareholders at the Annual Meeting.

     On March 30, 2007, the record date for determination of shareholders entitled to notice of and to vote at the Annual Meeting, the Company had outstanding 116,715,907 shares of common stock. The holders of common stock are entitled to one vote per share. The Company’s common stock is the only class of voting securities outstanding. Pursuant to the Company’s bylaws, the presence at the meeting in person or by proxy of the holders of a majority of the outstanding shares of common stock is necessary to constitute a quorum.

ELECTION OF DIRECTORS

(Item 1)

     Ten directors will be elected by the shareholders at this Annual Meeting to serve until the next annual meeting and until their successors are elected and qualified. A plurality of the votes cast in person or by proxy by the holders of common stock is required to elect each director. Under plurality voting, directors who receive the most “for” votes are elected; there is no “against” option, and votes that are actively “withheld” or simply not cast are disregarded in the tally. Accordingly, under Louisiana law, the Company’s Amended and Restated Articles of Incorporation and bylaws, abstentions and broker non-votes (which occur if a broker or other nominee does not have discretionary authority and has not received instructions with respect to the particular item) are not counted and have no effect on the election of directors. Unless otherwise indicated on the proxy, the persons named as proxies in the enclosed proxy will vote FOR each of the nominees listed below. Each director nominee was recommended by the Nominating and Governance Committee of the Board of Directors and nominated by the Board of Directors. The Company paid fees of $279,800 to a third party to assist in the process of identifying or evaluating director candidates. 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 upcoming Annual Meeting, the proxies will be voted for the election of such other persons as may be nominated by the Board of Directors. Mr. William Doré will retire from the Board of Directors at the 2007 Annual Meeting of the Shareholders.

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

     B.K. Chin, 56, joined the Company in October 2006 as Chief Executive Officer and Director. Prior to joining the Company, Mr. Chin served in various capacities with Brown & Root from 1974 until 2001, including service as Senior Vice President in charge of worldwide energy services from 1998 to 2001. From June 2001 until September 2006, Mr. Chin managed the U.S. business entities of Air Liquide. Mr. Chin has over 25 years of experience managing engineering and marine construction projects in the energy services industry and is an advisory board member of the American Society of Mechanical Engineers and is a member of the Board of Trustees of the Manufacturers Alliance/MAPI, Inc. Mr. Chin received a BS degree in Mechanical Engineering from the University of Singapore.

     John A. Clerico, 65, joined the Board of Directors in February 2006. Mr. Clerico is a registered investment advisor and is the Chairman of Chartmark Investments, Inc., a company he founded in 2001. 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, 54, joined the Board of Directors in March 2007. Mr. Dickerson is the President, Chief Operating Officer, and a Director of Diamond Offshore Drilling, Inc. Mr. Dickerson joined Diamond Offshore Drilling in 1979 and has held his current titles with that company since 1998. Mr. Dickerson is also 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 in the state of Texas.

     Edward P. Djerejian, 68, joined the Board of Directors of the Company in February 1996. Since August 1994, Mr. Djerejian has been the Director of the James A. Baker, III Institute of Public Policy at Rice University. A former United States Ambassador, he served as U.S. Ambassador to Israel in 1994.

     During his more than thirty years in the United States Foreign Service, Mr. Djerejian served as U.S. Ambassador to the Syrian Arab Republic 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.

     Larry E. Farmer, 67, joined the Board of Directors in February 2006. Mr. Farmer retired from the Halliburton Company on December 31, 2001 after a twenty-five year career with the 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 University of Missouri-Rolla (formerly the Missouri School of Mines), MS in Civil Engineering and PhD in Civil Engineering from the University of Texas at Austin.

     Edgar G. Hotard, 63, joined the Board of Directors in May 1999. 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 a Director in 1992. Prior to 1992, Mr. Hotard was a Vice President with Union Carbide Corporation. Mr. Hotard serves on the US-China Business Council. He is Chairman of the Monitor Group (China) and a venture partner with Arch Venture Partners. In December 2000, he received the Great Wall Award from the municipality of Beijing, China. Mr. Hotard is a director of Albany International Corporation. Mr. Hotard received a BS degree in Mechanical Engineering from Northwestern University.

     Richard A. Pattarozzi, 63, joined the Board of Directors of the Company in May 2000. 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 Stone Energy, Inc., Superior Energy Services, Inc., FMC Technologies Inc., and Tidewater, Inc. He received a BS degree in Civil Engineering from the University of Illinois.

     James L. Payne, 70, joined the Board of Directors of the Company in December 2000. He has been Chairman of the Board of Directors and Chief Executive Officer of Shona Energy Co., LLC, since March 2005. 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, 60, joined the Board of Directors of the Company in July 1992. Mr. Pollock retired from the Company in February 1998 as Vice President, Chief Financial Officer and Treasurer. From September 1990 to December 1992, Mr. Pollock was Treasurer and Chief Financial Officer of the Company and from December 1992 until April 1996 was Vice President and Chief Administrative Officer of the Company. Mr. Pollock currently serves as a Director and Chief Executive Officer of CoStreet Communications. He received a BS degree from the University of Louisiana-Lafayette. Mr. Pollock is a retired certified public accountant and a certified internal auditor.

     Cindy B. Taylor, 45, joined the Board of Directors of the Company in May 2006. Ms. Taylor has served in various executive capacities with Oil States International, Inc. since May 2000 and has recently been designated as the new chief executive officer of that company. Prior to joining Oil States International,

Inc., Ms. Taylor held executive positions with a public drilling company and various management positions in public accounting. Ms. Taylor is a director of Boots & Coots International Well Control, Inc. Ms. Taylor received a BBA degree in Accounting from Texas A&M University and is a certified public accountant in the state of Texas.

BOARD OF DIRECTORS AND BOARD COMMITTEES

Director Independence

     All of the directors of the Company other than Mr. Doré and Mr. Chin, who are employees of the Company, have been determined by the Board of Directors to be “independent” pursuant to the NASDAQ listing standards. In accordance with NASDAQ standards, a substantial majority of the Board of Directors should be independent.

     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 determined that the following directors are independent:

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

Committees of the Board of Directors

     The Board of Directors has five standing committees: Audit Committee, Compensation Committee, Finance Committee, Nominating and Governance Committee, and the Technical, Health, Safety, and Environmental 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 Ethics, Code of Ethics for Senior Financial Officers, and Complaint Procedures for Financial, Accounting, and Audit Matters. The committee charters, guidelines, codes, and procedures are available on the Company’s website at www.globalind.com. 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 will be immediately disclosed via the Company’s website at www.globalind.com.

     Audit Committee. This committee held nine meetings in 2006 and is comprised of the following five directors: Mr. Pollock (Chairman), Mr. Clerico, Mr. Farmer, Mr. Pattarozzi, and Ms. Taylor. Each member of the Audit Committee is “independent” as defined by the NASDAQ listing standards and the requirements of the Securities and Exchange Commission (SEC). Mr. Pollock has been designated the “audit committee financial expert” as prescribed by the Securities and Exchange Commission. 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 accounting controls.

     Compensation Committee. The Compensation Committee held five meetings during 2006 and is comprised of the following three independent directors: Mr. Payne (Chairman), Mr. Pattarozzi, and Ms. Taylor. The Compensation Committee:

	•		approves the compensation arrangements for senior management and significant issues that relate to changes in benefit plans as further described in the Compensation Discussion and Analysis, or CD&A; and
	•		reviews the CD&A for inclusion in the Company’s proxy statement.

     Finance Committee. This committee held five meetings during 2006 and is comprised of Mr. Clerico (Chairman), Mr. Payne, and Ms. Taylor. The Finance Committee:

	•		assists the Board in its oversight of the Company’s financial affairs and policies and makes recommendations to the Board 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 such functions related to oversight of the Company’s financial affairs.

     Nominating and Governance Committee. This committee held seven meetings during 2006 and is comprised of the following three independent directors: Mr. Hotard (Chairman), Mr. Djerejian, and Mr. Pollock. 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 “Shareholder Proposals and Director Nominations” included in the Proxy Statement. 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 in its annual review of the performance of the Board and its committees.

     Technical, Health, Safety, and Environment Committee. This committee held three meetings during 2006 and is comprised of the following two directors: Mr. Pattarozzi (Chairman) and Mr. Farmer. The Technical, Health, Safety, and Environment Committee:

	•		oversees the Company’s technical, health, safety, 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.

Shareholder Communication with the Board of Directors

     Shareholders may contact the Board of Directors or individual directors by mail addressed to the 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 Secretary of the Company.

Related Person Transactions

     The Audit Committee established procedures to review and approve transactions involving the Company and “related persons” (directors and executive officers or their immediate family members, or shareholders owning five percent or greater of the Company’s outstanding stock). These procedures provide for the review of any related person transaction that meets the minimum threshold requirement under SEC guidance of transaction amounts exceeding $120,000 in which a related person has a direct or indirect material interest.

     During a portion of 2006, the Company leased an office building and adjacent land in Lafayette, Louisiana from William J. Doré, the Company’s Executive Chairman of the Board. The Company used the facility for training and employee meetings as well as for equipment storage. The Company made aggregate lease payments to Mr. Doré under the lease agreement of $46,000 during 2006. The Company believes these lease payments were at or below market rates.

     One of the Company’s directors, Cindy B. Taylor, is the newly designated chief executive officer of Oil States International. The Company, from time to time, purchases project material from Oil States International. The material provided to us by Oil States International totaled $0.3 million in 2006.

Board of Directors’ Attendance and Fees

     The Company’s Board of Directors held nine meetings during 2006. 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 during the period in which he or she was a director. It is the Company’s policy for directors to attend the Annual Meeting of Shareholders; eight members of the Company’s Board of Directors attended our 2006 Annual Meeting. The Company anticipates that all director nominees will attend the 2007 Annual Meeting.

     Prior to May 2006, all non-employee directors of the Company were entitled to receive a retainer of $70,000 for each election cycle, of which $35,000 was required to be received in the form of restricted stock. Forfeiture restrictions on the restricted stock lapse on the earlier of the date of the next annual meeting of shareholders or June 1 of the year following the year of the grant. Each non-employee director also received a $1,500 meeting fee for each board or committee meeting attended in person ($2,500 in the case of Audit Committee meetings) and a $750 fee for each telephonic meeting attended ($1,250 in the case of Audit Committee meetings). In addition, the chairman of each board committee and the lead director were entitled to receive a $7,500 stipend ($15,000 in the case of the Audit Committee Chairman). Non-employee directors are reimbursed for (1) ordinary and necessary expenses incurred in attending board or committee meetings and (2) the cost of an annual medical examination for the director and his spouse.

     Prior to May 2006, each director had the option to receive the cash portion of his or her retainer and any meeting fees or other compensation in the form of a restricted stock award. The number of shares awarded was based upon the closing price of the Company’s common stock on the date immediately preceding the date the compensation was payable.

     In February 2006, the Compensation Committee amended the Non-Employee Directors’ Compensation Policy. Under the revised policy, which became effective on May 16, 2006, all non-employee directors are 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;
	•		$7,500 stipend ($15,000 in the case of the Audit Committee Chairman) for the chairman of each board committee and the lead director, who holds the position for a full election cycle; and
	•		no meeting fees are paid, but reimbursement for ordinary and necessary expenses incurred in attending Board or committee meetings will be paid.

     During the year ended December 31, 2006, each of our non-employee directors received 10,000 shares of restricted stock pursuant to the Director Compensation Policy. All of these restricted shares, with the exception of the 10,000 shares granted to Mr. Téllez, are due to vest on May 16, 2007, the date of the Annual Meeting. In connection with the resignation of Mr. Téllez on December 7, 2006, the Board accelerated the vesting of 5,616 of Mr. Téllez’s shares, and the remaining shares were forfeited.

     The Directors Stock Ownership Policy requires the directors to own shares of common stock of the Company (including shares of restricted stock) valued at five 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. Existing directors will have three years from the date of adoption (three years from date of first election for new directors) to attain the required level of stock ownership.

     The table below sets forth the compensation earned by our directors for the year ended December 31, 2006.

DIRECTOR COMPENSATION TABLE

		Fees
		Earned												Non-Equity
		or Paid												Incentive
		in				Stock				Option				Plan				All Other
		Cash(1)				Awards(2)				Awards				Compensation				Compensation				Total
Name		($)				($)				($)				($)				($)				($)
John A. Clerico(3)			65,750				99,575				—				—				—				165,325
James C. Day(4)			10,375				41,613				—				—				—				51,988
Edward P. Djerejian			73,250				131,867				—				—				—				205,117
Larry E. Farmer(3)			55,250				99,575				—				—				—				154,825
Edgar G. Hotard			101,750				114,158				—				—				—				215,908
Richard A. Pattarozzi			86,125				114,158				—				—				—				200,283
James L. Payne			71,750				128,742				—				—				—				200,492
Michael J. Pollock			65,000				168,419				—				—				—				233,419
Cynthia B. Taylor(5)			50,000				99,575				—				—				—				149,575
Luis K. Téllez(6)			55,775				128,742				—				—				—				184,517

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. 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. Given our industry and our goals, 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.

Compensation Philosophy

     Our Compensation Committee assists us in defining a compensation philosophy that:

	•		supports the Company’s overall strategy to mitigate business cyclicality and provide greater opportunity for sustained growth;
	•		links total compensation to financial performance and the attainment of strategic objectives that increase shareholder value; and
	•		rewards Named Executive Officers for achievement of annual goals.

Compensation Mix

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

	•		base salary;
	•		short-term incentive compensation – namely our annual Management Incentive Plan that provides an annual cash payout based on Company and personal performance;
	•		long-term incentive compensation – namely our Equity Incentive Plan pursuant to which stock options, restricted stock and multi-year performance units are awarded; and
	•		executive benefits and perquisites.

     The Compensation 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 effectively in the current year. While long-term equity compensation is an important factor of our overall direct compensation there is no fixed guideline in order to maintain flexibility.

     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 short-term performance that can be sustained over the long-term. Our business is cyclical in nature. As a result, our long-term compensation programs are structured to reward outstanding performance over the short-term and long- term through a mix of:

	•		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. If we perform at target, we expect that our total direct compensation for Named Executive Officers and other key employees will fall around the median of our peer group. There is potential for higher compensation for business and individual performance that exceeds target. The highest earnings potential is tied to the achievement of above target results and increasing the long-term value of the Company on a multi-year basis. We interpret long-term value through sustained stock price growth.

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

     The compensation philosophy is reviewed annually by the Committee with the last review occurring in December of 2006. 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. The Company does 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 delete 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 been benchmarking the Company’s compensation programs against a peer group of companies that provide offshore services in the oil and gas industry and that are comparable to the Company in terms of revenues and market capitalization. The peer group is selected annually based on the recommendation of our management and the Committee’s outside compensation consultant, Towers Perrin. For the Committee’s 2006 review, the peer group consisted of the following companies:

	•		McDermott International, Inc
	•		Oceaneering
	•		SEACOR Holdings
	•		Tidewater
	•		Helix Energy Solutions
	•		Willbros Group
	•		Bristow Group
	•		Horizon Offshore
	•		GulfMark Offshore
	•		Gulf Island Fabrication

     The Committee reviews and compares peer group data for total direct compensation as well as each of its components — base salary, short-term incentive compensation and long-term incentive compensation. In addition to the peer group data, the Committee reviews compensation data for persons holding positions similar to the Named Executive Officers included in Towers Perrin’s compensation surveys which include data for oilfield services companies as well as data representative of companies with similar revenue levels across a wider range of industries. The Committee compares the Company’s compensation programs as a whole and their principal components, and also compares the compensation of individual executives to the extent the jobs are sufficiently similar to make meaningful comparisons possible. The Committee uses peer group data, and to a lesser extent, data from other industries,

primarily to ensure that executive compensation programs of the Company 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 was also used to help identify emerging trends in compensation. Our philosophy is to structure total direct compensation to be around the median plus or minus 10% of the market range of our peer group; however, in order to engage necessary talent in critical functions, we may determine that it is in the Company’s best interest to provide compensation packages that exceed this general philosophy or to certain individuals to address job changes, investment in individuals deemed critical to succession or other future planning and retention of critical talent to provide compensation outside the normal cycles. Such was the case in 2006 with the hiring of the Company’s new Chief Executive Officer whose total direct compensation (described below in greater detail) was structured to be competitive within our peer group of companies between the 50^th and 75^th percentile.

     The Committee benchmarks compensation programs at least annually.

Assessment of Company and Individual Performance

     The Committee uses Company performance measures in two ways. First, in establishing total direct compensation ranges, the Committee considers various measures of Company and industry performance, including revenues, earnings per share, return on capital, 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 the Company’s performance based short-term and long-term compensation. Concurrent with the release of the Company’s annual audited financial statements, 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 not yet ending, are likely to be earned.

     Individual performance has a strong impact on 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). After the end of the year, the Committee meets in executive session to conduct a performance review of the Chief Executive Officer based on his or her achievement of the objectives, contributions to the Company’s performance, and other leadership accomplishments. This evaluation is used by the Committee in setting the Chief Executive Officer’s compensation.

     For the other Named Executive Officers, the Committee receives a performance assessment and compensation recommendation from the Chief Executive Officer with the assistance of the Company’s Vice President of Human Resources and also exercises its judgment based on the Board’s interactions with the particular executive officer. As with the Chief Executive Officer, the performance evaluation of these executives is based on achievement of objectives by the executive and his or her organization, his or her contribution to the Company’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 the 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 in setting compensation levels the total

compensation, benefits and perquisites paid to the Named Executive Officers. All elements of total compensation and benefits due in a change of control or other severance were considered to be generally in line with our peer group.

Compensation Consultants

     The Committee engages the services of Towers Perrin for outside compensation advice. The Committee has generally requested that its compensation consultant provide information on competitive executive pay practices for the Company’s industry and an analysis of the Company’s relative compensation market position within its industry. In 2006, the Committee also requested that Towers Perrin provide (i) tally sheets covering total compensation for Named Executive Officers for use in the Committee’s annual analysis of total compensation and pay equity and (ii) an analysis of the Company’s existing change-in-control agreements with Named Executive Officers compared to practices with respect to such benefits provided by others in its industry and across other industries, as well as estimates of the cost impact of such benefits to the Company in the event of a change-in-control.

     Towers Perrin is an independent consulting organization that provides compensation data, market analysis and updates on comparator groups for executive compensation decisions. 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 the other executive officers of the Company, 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 Company performance as it relates to business strategy.

     In addition, the Chief Executive Officer reviews the performance of the other executive officers 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

     The 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; and
	•		long-term equity based incentive compensation in the form of stock options, restricted stock and performance unit awards under our Equity Incentive Plan.

     For 2006, approximately 17% to 32% of total direct compensation for the Named Executive Officers is attributable to base salary, approximately 38% to 49% is attributable to performance based incentive compensation dependent on personal and Company performance, and the remainder of direct compensation is primarily attributable to time-based equity awards. 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 the Company’s overall compensation philosophy.

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 Named Executive Officer. 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 are generally targeted at or near the 50th percentile for base salaries for similar executives at the Company’s peer group companies.

     Base salaries of our Named Executive Officers are reviewed annually, with adjustments made based on job performance, expansion of duties and responsibilities, and changes in market salary levels. Our Committee typically starts its annual base salary review by examining 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. In setting base salaries for 2006, the Committee specifically considered the overall corporate budget for base salary increases, the relative pay differences for different job levels within the executives of the Company and personal performance. The base salary of Mr. Robicheaux and Mr. Baker were increased during April and May 2006 respectively by 17% and 26% upon their promotion to positions of greater responsibility. In August 2006, based on the recommendation of Mr. Doré, the Chief Executive Officer at the time, the Committee approved base salary increases ranging from 0% to 26% for the Named Executive Officers.

     In connection with hiring B.K. Chin as the Company’s Chief Executive Officer in the fall of 2006, the Compensation Committee used data of comparable companies in our peer group to set a base salary at or near the 50^th percentile. Please see the Summary Compensation Table for information regarding the base salary of each of the Named Executive Officers.

Short-Term Incentive Compensation – Annual Cash Incentive

     The Company has established a short-term incentive program, the Management Incentive Plan (“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. 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 early in each year after the annual business plan has been approved by the Board of Directors. Actual payouts for the year under the MIP are then determined after the year ends 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.

     Target Incentive Opportunities. Target incentive opportunities under the MIP are based on job responsibilities, internal pay relativity and peer group data. In setting target opportunities for 2006, 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. Target incentive opportunities ranged from 30% to 75% of base salary for Named Executive Officers in 2006. Each participant, including the Named Executive Officers, can earn between 0% and 200% of his target award (which as stated previously is a percent of base salary), depending upon Company performance on the predetermined goals as well as individual performance. Generally target performance pays an amount equal to the target incentive, performance that equal or exceeds the maximum performance level under a particular measure pay an amount equal to 200% of the target incentive and performance in between pays amounts determined linearly.

     Company Performance Measures. For all participants in the MIP in 2006, including the Named Executive Officers, the Committee established in February of 2006 the Company performance measures under the plan as (1) earnings per share adjusted for certain items described below (EPS) and (2) total shareholder return (TSR) vs. the companies in the Philadelphia Exchange Oil Services Index (OSX). For 2006 MIP awards, as has been the case in prior years, 75% of the target award is earned based on Company performance and 25% is attributable to the 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. Each of the Company 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 2006 MIP awards:

Measurement		Criteria		Weight
EPS		•     Established each year based on a review of the business plan’s forecasted results for the upcoming year.		50% of total
		•     Intended to reward meeting earnings per share targets.
		•     The target level of performance is set at a level that the Committee believes is attainable given past performance, present market conditions and availability of resources. There is the opportunity for a higher payout with performance above target but also a risk of a lower or zero payout with performance below target.
TSR vs. OSX		•     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 within our industry.
		•     We use the OSX as our benchmark for TSR performance, and not the “peer group” because:
		o     the OSX index is a readily available, verifiable index of a broad cross section of oilfield services companies; and
		o     it is used by investors as a measure of our relative stock price performance.
		In order for this measure to pay out at the maximum level, we must meet or exceed the 90th percentile of performance in the OSX.

     The Committee has the authority to make payouts under the discretionary portion of the MIP even if our performance was not sufficient to earn any payout under the Company performance or individual performance portions of the award. The Committee, however, 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.

     Payouts for 2006 under the MIP (paid in 2007 and reflecting performance during 2006) to Named Executive Officers were between 171% and 181% of their target incentive opportunity. Based upon the 2006 Company results relative to the performance targets, the EPS level payout provided 200% of the 50% of the target opportunity applicable to this performance factor and the TSR vs. OSX performance

measure achieved 125% of the 25% of the target opportunity applicable to this performance factor. The Committee elected to pay out a range of 0% — 200% of the 25% of the target opportunity applicable to individual performance for Named Executive Officers. Short-term incentives paid for 2006 appear in the Summary Compensation Table under the Non-equity Incentive Plan Compensation column.

Long-Term Incentive Compensation — Equity Awards

     Our Committee employs 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 the Company with approximately 400 employees participating as of March 15, 2007.

     In determining the amount and value of grants for 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 range of long-term incentive grants by peer group companies. Our 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. For the last two years the Committee, however, 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 2006 the performance award portion of equity incentive awards to Named Executive Officers averaged 33% of the total grant value. In making its determination, the Committee reviewed available peer group data but found it provided only limited insight because of rapidly changing equity award practices and so relied more heavily on the views of its compensation consultant regarding changing practices.

     BK Chin’s equity awards made in connection with his initial employment as Chief Executive Officer were determined by using comparable 75^th percentile data from our peer group. This level of equity grant was needed to meet market competition in attracting a candidate of the desired caliber to be Chief Executive Officer of Global and the Committee desired to start with a meaningful amount of equity to ensure that he would have an equity stake comparable to others in management and immediately focus him on the creation of shareholder value. In addition, the awards were intended in part to compensate for lost long-term opportunities at his previous employer.

     For values of 2006 grants, see the Grants of Plan-Based Awards Table, page 27.

     Stock Options and Time-Based Vesting Restricted Stock Awards. Stock options generally align an executive’s incentives with shareholders because options create compensation only if the Company’s stock price increases over time. Stock options also have an inherent performance component since it is the Company’s performance over an extended period that causes the value of its 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.

     The Company’s stock options have generally been granted at prices substantially equal to the market price of the underlying stock on the 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 2006 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 Awards. Performance awards provide employees, including Named Executive Officers, with shares of Company common stock if certain performance measures are achieved serving the goals of aligning their interests with those of shareholders and providing an ownership stake in the Company. 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 over a three year period (awards made in 2006 have a performance period of January 1, 2006 to December 31, 2008). The performance awards are based on a three-year rolling cycle because we believe that will minimize the impact of the cyclicality of the business on the payout of the awards. The goals established for these awards are intended to stress that our Named Executive Officer’s managerial focus should be on having a line of sight between Global’s and their personal business goals. Performance units awarded and the criteria are set annually for a three-year performance period. Awards made in 2006 may be earned based on the following criteria:

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, the actual costs of capital, and forecasted results for the upcoming three years in the business current 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

     The performance criteria for each round of three-year performance awards has been set by the Committee at levels which at target levels would require sustained performance at expected levels of performance 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. As of its last review, the outstanding results for the Company for 2006 would indicate that if 2007 performance is in line with current management expectations the performance awards made in 2005 that conclude at the end of 2007 will likely payout between the target and maximum level. Only one year of performance for the 2006 performance awards is completed, and although 2006 performance was above the maximum in one category and between target and maximum in the other category, it is too early to make any judgment about the likelihood of a payout.

Named Executive Officer Benefits and Perquisites

     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, perquisites are provided that directly promote the business objectives of the Company 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 the Company’s 401(k) savings plan which is available to substantially all employees, the Company does not currently provide any retirement or pension plan for employees or executive officers.

Employment and Severance Agreements

     We have employment agreements in place with Mr. William Doré, Mr. Chin, and Mr. Atkinson. Each of those agreements includes severance provisions that would apply to certain types of termination outside of a change-in-control. These severance provisions vary by individual agreement and are discussed in more detail below.

     Outside of a change-in-control, 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 is due any compensation beyond salary that has already been earned through the date of termination.

     To help assure smooth transitions in succession plans, our Committee also believes it may be appropriate to provide transition agreements to key officers who announce their intent to retire. The terms and conditions of any such transition agreement are established by our Committee. However, we expect that under any such agreement, the officer could continue to be employed for a limited period, receive an annual salary, continue with normal participation in retirement and health plans and continue vesting in equity awards at the normal vesting schedule. During this time, we contemplate that the officer would assist us in the transition to his successor, would be available to assist Global on an as-needed basis and would execute a non-compete agreement with us. Such an agreement was entered into with our former Chief Executive Officer, William Doré. Effective September 18, 2006, the Company entered into an agreement with Mr. Doré (the “Agreement”). Pursuant to the Agreement, from the effective date through the date Mr. Doré retires as Executive Chairman of the Board of Directors of the Company at the 2007 Annual Shareholders’ Meeting, Mr. Doré will continue to receive his current compensation and will be entitled to the same benefits that he is currently entitled to receive from the Company without reduction. Effective on his retirement date after the 2007 Annual Shareholders’ Meeting, Mr. Doré will receive all compensation and benefits earned through his retirement date, and will receive certain additional benefits from the Company including (1) acceleration of vesting of stock options for 70,000 shares and acceleration of the lapse of forfeiture restrictions on 189,400 shares of restricted stock, (2) extension of the period of exercisability of all outstanding stock options held by Mr. Doré until the earliest of the end of the consulting period discussed below, the first anniversary of Mr. Doré’s death and the tenth anniversary of the original grant date of such options and (3) amendment of Mr. Doré’s performance based restricted stock award for 250,000 shares (the performance period for which expires on December 31, 2007) to provide that the portion of such award earned will not be pro-rated due to Mr. Doré’s ceasing to be an employee after the 2007 Annual Shareholders’ Meeting. After his retirement, Mr. Doré has agreed to provide consulting services to the Company. The consulting period begins on the date Mr. Doré ceases to be an employee of the Company and extends through April 30, 2010. During the consulting period, Mr. Doré has agreed to make himself available to the Company as requested by the

Company’s Board or Chief Executive Officer to consult with officers and employees of the Company, and others with respect to the business of the Company. During the consulting period, the Company has agreed to pay to Mr. Doré an annual consulting fee of $400,000, and subject to certain conditions and limitations, to continue certain medical benefits for Mr. Doré (and his spouse) under the Company’s group health plan as in effect on his retirement date. In addition, the Company has agreed to pay Mr. Doré an annual office allowance of $175,000 which began in October 2006 (when the Company and he mutually agreed that he would no longer maintain an office at the Company) and continues through the consulting period in order to reimburse Mr. Doré for certain expenses.

     Effective September 18, 2006, the Company also entered into an employment agreement with Mr. Chin (the “Employment Agreement”) in connection with his becoming the Company’s Chief Executive Officer, which provides that Mr. Chin would be employed as Chief Executive Officer of the Company commencing October 1, 2006 (the “Commencement Date”). The term of the Employment Agreement expires on September 30, 2009, subject to automatic one-year extensions. Pursuant to the terms of the Employment Agreement, provision for payments and accelerations of awards upon certain terminations, including after a change in control, would pay Mr. Chin two years of base salary plus the then current year’s short-term incentive at the target level and reimburse him for COBRA medical payments for two years. In addition, the Company would vest any stock options and restricted shares which would otherwise have vested by the passage of time within 365 days of the termination.

     In connection with having Mr. Atkinson take on the additional role of Chief Financial Officer in 2005, the Company entered into a letter of agreement dated November 16, 2005 with Mr. Atkinson, pursuant to which the Company agreed to provide Mr. Atkinson with certain benefits, including payment of severance equal to one year’s base salary, automobile allowance and incentive compensation as well as payment of 50% of COBRA health insurance premiums for 18 months, in the event his employment with the Company is terminated by the Company without “cause” or by Mr. Atkinson for “good reason” (as each is defined in the agreement).

     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 change-in-control agreements that we have entered into with our executives, including the Named Executive Officers, are comparable:

	•		Double trigger. Unlike “single trigger” plans that pay out immediately upon a change-in-control, the Company’s agreements require a “double trigger” – a change-in-control followed by an involuntary loss of employment within two years thereafter. The only exception is performance awards, a portion of which would be paid out upon a change-in-control at the target payout level at the time of the change-in-control. The Committee believes this payment is appropriate because of the difficulties in converting the Company’s EPS and TSR targets into an award based on the surviving company’s EPS and TSR.
	•		Covered terminations. Employees are eligible for payments if, within two years of the change-in-control, their employment is terminated (i) without cause by the 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 cash short-term 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.
	•		Accelerated vesting of equity awards. Some or all of the unvested equity awards at the time of termination of employment would be immediately vested.

     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, would be borne by the Company under the agreements with Messrs. W.J. Dore’, B.K. Chin, P.S. Atkinson, J.J. Dore; and R.J. Robicheaux.

Stock Ownership Guidelines

     In 2000, the Committee implemented share ownership guidelines for all non-employee directors and executives. These ownership guidelines for non-employee directors require that they hold a number of shares of our common stock valued at five times the non-employee director annual cash retainer and for executives require that they hold a number of shares of the Company’s 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 is 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 5 years during which new executives and three years during which non-employee directors are allowed time to achieve the proper ownership guideline.

     Each non-employee director and Named Executive Officer was in compliance with the ownership guidelines at the end of 2006.

Compensation Policies

Equity Awards

     We generally grant long-term incentive awards using the last reported sales price on the NASDAQ National 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 a new hire 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. The Company insider trading policy prohibits the Named Executive Officers from trading in derivative securities of the Company’s stock.

Executive Compensation Recovery Policy

     The Committee has adopted an executive compensation recovery policy applicable to executive officers. Under this policy, the Company 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. This policy covers income related to cash bonuses and performance awards.

Deductibility of Compensation

     Section 162(m) of the Internal Revenue Code (Section 162(m)), enacted in 1993 imposes a limit of $1 million, with certain exceptions, on the amount that a publicly held corporation may deduct in any year for the compensation paid or accrued with respect to each of its executive officers. While the Compensation Committee cannot predict with certainty how the Company’s named executive compensation might be affected in the future by the Section 162 (m) or applicable tax regulation issued hereunder, the Compensation Committee intends to try to preserve the tax deductibility substantially all of executive compensation while maintaining the Company’s executive compensation program as described herein.

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 the Company’s Board of Directors that the CD&A be included in these Proxy Materials.

Compensation Committee
James L. Payne, Chairman
Richard A. Pattarozzi
Cindy B. Taylor

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

SUMMARY COMPENSATION TABLE

																						Non-Equity
																						Incentive
																						Plan
														Stock				Option				Compen-				All Other
Name and Principal						Salary				Bonus(1)				Awards(2)				Awards(2)				sation(3)				Compensation(4)				Total
Position		Year				($)				($)				($)				($)				($)				($)				($)
William J. Doré			2006				510,417				92,538				1,391,636				511,140				601,501				439,037				3,546,269
Executive Chairman
B.K. Chin			2006				162,500				800,000				165,724				133,025				220,959				3,772				1,485,980
Chief Executive Officer
Peter S. Atkinson			2006				381,250				—				590,744				234,307				345,603				20,521				1,572,425
President & Chief Financial Officer
James J. Doré			2006				306,250				—				264,717				183,166				262,303				105,840				1,122,276
Senior Vice President, Eastern Hemisphere
Byron W. Baker			2006				232,817				—				267,832				151,867				168,839				30,108				851,463
Senior Vice President, the Americas
Russell J. Robicheaux			2006				221,500				—				222,557				80,588				181,321				28,341				734,307
Chief Administrative Officer & General Counsel

     The table below sets forth the amount of “all other compensation” earned by each of the Named Executive Officers for the year ended December 31, 2006.

ALL OTHER COMPENSATION

						Allocation
						of												Total of All
		401k				401k				Energy								Other
		Match(1)				Forfeitures(1)				Allowance(2)				Perquisites(3)				Compensation
William Doré		$	6,600			$	297			$	1,200			$	430,940			$	439,037
BK Chin			—				—				300				3,472				3,772
Peter Atkinson			6,600				297				1,200				12,424				20,521
James Doré			6,600				280				1,200				97,760				105,840
Byron Baker			5,820				269				1,200				22,819				30,108
Russell Robicheaux			5,783				259				1,200				21,099				28,341

     The table below summarizes the perquisites earned by each of the Named Executive Officers for the year ended December 31, 2006.

PERQUISITES

						Group
						Term				Personal								Overseas																Total
		Auto				Life				Use of								Living																Amount
		Allow-				Insur-				Corporate				Moving				Allow-				Apart-				Exec-U-								of
		ance(1)				ance(2)				Aircraft(3)				Benefits(4)				ance(5)				ment(6)				Care(7)				Other(8)				Perquisites
William Doré		$	12,000			$	3,960			$	156,396			$	—			$	—			$	83,334			$	250			$	175,000			$	430,940
BK Chin			3,000				430				—				—				—				—				42				—				3,472
Peter Atkinson			9,000				2,322				—				—				—				—				1,102				—				12,424
James Doré			4,771				518				—				84,866				4,699				—				2,906				—				97,760
Byron Baker			7,200				907				—				—				—				11,520				3,192				—				22,819
Russell Robicheaux			8,550				1,644				—				—				—				—				10,905				—				21,099

GRANTS OF PLAN-BASED AWARDS TABLE

																														All Other				All Other								Grant
																														Stock				Option								Date Fair
																														Awards:				Awards				Exercise or				Value of
						Estimated Future Payouts Under												Estimated Future Payouts Under												Number of				Number of				Base Price				Stock &
				Date of		Non-Equity Incentive Plan Awards												Equity Incentive Plan Awards (1)												Shares of				Securities				of Option				Option
		Grant		Board		Threshold				Target				Maximum				Threshold				Target				Maximum				Stock or				Underlying				Awards (2)				Awards
Name		Date		Action		($)				($)				($)				(#)				(#)				(#)				Units (#)				Options (#)				($/share)				($)
W Doré							165,885				331,771				663,542
		01/03/06		10/31/05																											64,400				105,000				12.38				1,540,672
		02/15/06		2/14/06															3,500				17,500				35,000																428,400
		02/15/06		2/14/06															3,500				17,500				35,000																579,950
BK Chin							60,938				121,875				243,750
		10/02/06		9/16/06																											100,000				100,000				15.18				2,383,820
		11/01/06		9/16/06																			20,000																				329,200
P Atkinson							95,313				190,625				381,250
		01/03/06		10/31/05																											29,400				47,600				12.38				700,980
		02/15/06		2/14/06															1,600				8,000				16,000																195,840
		02/15/06		2/14/06															1,600				8,000				16,000																265,120
J Doré							76,563				153,125				306,250
		01/03/06		10/31/05																											15,000				40,000				12.38				468,900
		02/15/06		2/14/06															600				3,000				6,000																73,440
		02/15/06		2/14/06															600				3,000				6,000																99,420
B Baker							46,563				93,127				186,253
		01/03/06		10/31/05																											11,000				17,900				12.38				262,912
		02/15/06		2/14/06															600				3,000				6,000																73,440
		02/15/06		2/14/06															600				3,000				6,000																99,420
		05/04/06		(3)																											5,000				15,000				17.71				247,700
R Robicheaux							52,925				105,850				211,700
		01/03/06		10/31/05																											9,300				15,100				12.38				222,042
		02/15/06		2/14/06															510				2,550				5,100																62,424
		02/15/06		2/14/06															510				2,550				5,100																84,507
		12/12/06		12/12/06																											10,000				20,000				14.24				304,516

OUTSTANDING EQUITY AWARDS

																		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				Expiration								Market								Market or
Name		Exercisable (1)				Unexercisable				Price				Date				Number				Value				Number				Payout Value
		(#)				(#)				($)								(#)				($)				(#)				($)
W Doré			59,600								12.38				08/05/08
			200,000								12.06				08/18/09
			176,000								10.69				02/17/10
			172,000								9.50				08/07/11
			201,600				50,400	(2)			8.30				02/20/12
							105,000	(3)			12.38				01/03/16
																			125,000	(4)			1,630,000
																											250,000	(5)			3,260,000
																			64,400	(6)			839,776
																											70,000	(7)			912,800
BK Chin							100,000	(8)			15.18				10/02/16
																			100,000	(8)			1,304,000
																											20,000	(9)			260,800
P Atkinson			15,000								7.69				10/12/08
			10,000								5.47				12/16/08
			10,000								8.50				03/18/09
			50,000								12.06				08/18/09
			60,000								10.69				02/17/10
			62,000								9.50				08/07/11
			78,400				19,600	(2)			8.30				02/20/12
							47,600	(3)			12.38				01/03/16
																			50,000	(4)			652,000
																											100,000	(5)			1,304,000
																			29,400	(6)			383,376
																											32,000	(7)			417,280
J Doré			20,000								7.69				10/12/08
			10,000								8.50				03/18/09
			40,000								10.69				02/17/10
			30,000								9.50				08/07/11
			28,000				7,000	(2)			8.30				02/20/12
							40,000	(3)			12.38				01/03/16
																			23,000	(4)			299,920
																											46,000	(5)			599,840
																			15,000	(6)			195,600
																											12,000	(7)			156,480
B Baker			20,000								10.31				05/12/07
			5,000								20.19				10/01/07
			5,000								7.69				10/12/08
			5,000								8.50				03/18/09
			15,000								6.81				10/08/09
			35,000								10.69				02/17/10
			22,000								9.50				08/07/11
			28,000				7,000	(2)			8.30				02/20/12
							17,900	(3)			12.38				01/03/16
							15,000	(10)			17.71				05/04/16
																			23,000	(4)			299,920
																											46,000	(5)			599,840
																			11,000	(6)			143,440
																			5,000	(11)			65,200
																											12,000	(7)			156,480

OUTSTANDING EQUITY AWARDS

																		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				Expiration								Market								Market or
Name		Exercisable (1)				Unexercisable				Price				Date				Number				Value				Number				Payout Value
		(#)				(#)				($)								(#)				($)				(#)				($)
R Robicheaux			15,000								12.56				08/09/09
			40,000								10.69				02/17/10
			28,000								9.50				08/07/11
			14,000				6,000	(2)			8.30				02/20/12
							15,100	(3)			12.38				01/03/16
							20,000	(12)			14.24				12/12/16
																			21,000	(4)			273,840
																											42,000	(5)			547,680
																			9,300	(6)			121,272
																			10,000	(13)			130,400
																											10,200	(7)			133,008