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<SEC-DOCUMENT>0001157523-09-004512.txt : 20090618
<SEC-HEADER>0001157523-09-004512.hdr.sgml : 20090617
<ACCEPTANCE-DATETIME>20090618172338
ACCESSION NUMBER:		0001157523-09-004512
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20090612
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20090618
DATE AS OF CHANGE:		20090618

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GULF ISLAND FABRICATION INC
		CENTRAL INDEX KEY:			0001031623
		STANDARD INDUSTRIAL CLASSIFICATION:	FABRICATED STRUCTURAL METAL PRODUCTS [3440]
		IRS NUMBER:				721147390
		STATE OF INCORPORATION:			LA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-34279
		FILM NUMBER:		09899381

	BUSINESS ADDRESS:	
		STREET 1:		GULF ISLAND FABRICATION INC
		STREET 2:		583 THOMPSON RD
		CITY:			HOUMA
		STATE:			LA
		ZIP:			70361
		BUSINESS PHONE:		5048722100

	MAIL ADDRESS:	
		STREET 1:		P O BOX 310
		CITY:			HOUMA
		STATE:			LA
		ZIP:			70361
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5990385.txt
<DESCRIPTION>GULF ISLAND FABRICATION, INC. 8-K
<TEXT>

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

                                  ------------

                                    FORM 8-K

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

                              ---------------------

         Date of Report (Date of earliest event reported): June 12, 2009

                          Gulf Island Fabrication, Inc.
             (Exact name of registrant as specified in its charter)


         Louisiana                    0-22303                72-1147390
  (State of incorporation)   (Commission File Number)      (IRS Employer
                                                         Identification No.)

      567 Thompson Road, Houma, Louisiana                   70363
   (Address of principal executive offices)              (Zip Code)


                                 (985) 872-2100
              (Registrant's telephone number, including area code)


                                       N/A
          (Former name or former address, if changed since last report)


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

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



<PAGE>

Item 5.02     Departure of Directors or Certain Officers; Election of Directors:
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(e)    On June 12, 2009, the Compensation  Committee (the "Committee") of the
Board of Directors of Gulf Island  Fabrication,  Inc. ("Gulf Island") authorized
Gulf  Island to enter  into  Change of  Control  Agreements  (collectively,  the
"Agreements") with certain officers of the company,  including Kerry J. Chauvin,
Kirk J.  Meche  and  Robin A.  Seibert  (collectively,  the  "Executives").  The
Agreements were entered into effective June 17, 2009. The Agreements entitle the
Executives to receive  additional  benefits in the event of the  termination  of
employment  under  certain  circumstances  following a change of control of Gulf
Island, as described below.

       Each  Agreement  provides  that if,  during a  specified  period  of time
following  a change of  control,  Gulf Island or its  successor  terminates  the
Executive other than by reason of death,  disability or cause (as defined in the
Agreements),  or the Executive  voluntarily  terminates  his employment for good
reason (as defined in the Agreement), the Executive will receive a lump-sum cash
payment  equal to the sum of his  prorated  bonus plus two times (in the case of
Mr.  Chauvin)  and one and one half  times  (in the case of  Messrs.  Meche  and
Seibert)  the sum of (a) the  Executive's  base  salary in effect at the time of
termination and (b) the highest annual bonus awarded to the Executive during the
three fiscal years  immediately  preceding the termination  date. This specified
period of time  following  a change of  control  is  twenty-four  months for Mr.
Chauvin and eighteen months for the other Executives. Gulf Island shall continue
to provide to the Executive  insurance and welfare benefits until the earlier of
(a) December 31 of the first  calendar  year  following the calendar year of the
termination or (b) the date the Executive  accepts new employment.  The benefits
provided under the  Agreements  are in addition to the value of any  accelerated
vesting of shares of restricted  stock or stock options  resulting from a change
of  control  under  Gulf  Island's  stock  incentive  plans.  If any part of the
payments or benefits  received by the Executive in connection with a termination
following a change of control  constitutes  an excess  parachute  payment  under
Section  4999 of the  Internal  Revenue  Code,  the  Executive  will receive the
greater of (1) the amount of such payments and benefits  reduced so that none of
the amount constitutes an excess parachute payment,  net of income taxes, or (2)
the amount of such payments and benefits,  net of income taxes and net of excise
taxes under  Section  4999 of the Internal  Revenue  Code. A copy of each of the
Agreements is attached hereto as Exhibits 99.1, 99.2 and 99.3.

       On June 17, 2009,  the Committee  granted  shares of restricted  stock to
each of the following named executive  officers.  The restricted  stock entitles
the holder to all rights of a  shareholder  of the Company  with  respect to the
restricted  stock,  including  the  right to vote the  shares  and  receive  all
dividends and other  distributions  declared  thereon.  The  restrictions on the
shares of restricted  stock will lapse on June 17, 2012.  The form of restricted
stock agreement is attached hereto as Exhibit 99.4.


                                       2
<PAGE>

              Recipient                     Shares of Restricted Stock

              Kerry J. Chauvin              10,000
              Kirk J. Meche                 6,000
              Robin A. Seibert              4,000
              William G. Blanchard          4,000


Item 9.01     Financial Statements and Exhibits.

      (d)     Exhibits

The Exhibits included as part of this Current Report are listed in the attached
Exhibit Index.


SIGNATURE

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



                                   GULF ISLAND FABRICATION, INC.


                                   By:      /s/ Robin A. Seibert
                                         ---------------------------
                                         Robin A. Seibert
                                         Vice President - Finance,
                                         Chief Financial Officer
                                         and Treasurer


Dated: June 18, 2009


                                       3
<PAGE>

Gulf Island Fabrication, Inc.
Exhibit Index


Exhibit
Number
- ------

     99.1      Change of Control Agreement between Gulf Island Fabrication, Inc.
               and Kerry J. Chauvin.

     99.2      Change of Control Agreement between Gulf Island Fabrication, Inc.
               and Kirk J. Meche.

     99.3      Change of Control Agreement between Gulf Island Fabrication, Inc.
               and Robin A. Seibert.

     99.4      Form of Restricted Stock Agreement under the  Long-Term Incentive
               Plan.


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5990385ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

                           CHANGE OF CONTROL AGREEMENT



       This Change of Control  Agreement (the  "Agreement")  between Gulf Island
Fabrication, Inc., a Louisiana corporation (the "Company"), and Kerry J. Chauvin
(the "Executive") is dated effective June 17, 2009 (the "Agreement Date").

                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

       Whenever the following terms are used in this Agreement,  they shall have
the  meaning  specified  below  unless  the  context  clearly  indicates  to the
contrary.  The singular  pronoun  shall  include the plural where the context so
indicates.

       1.1   "Accrued Salary" has the meaning provided in Section 2.3(a)(i).

       1.2   "Affiliate" of any  Person  means  any  other  Person  directly  or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with such Person.  For purposes of this definition,  "control" means the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  and  policies of such  person or entity,  whether
through  the  ownership  of  voting  securities  or  otherwise;  and  the  terms
"controlling" and "controlled" shall have correlative meanings.

       1.3   "Base Salary" has the meaning provided in Section 2.2(a).

       1.4   "Beneficial  Owner" (and  variants  thereof)  with   respect  to  a
security,  means a Person who,  directly or  indirectly  (through any  contract,
understanding,  relationship, or otherwise) has or shares (a) the power to vote,
or direct of the voting of, the security, and (b) the power to dispose of, or to
direct the disposition of, the security.

       1.5   "Board" means the Board of Directors of the Company.

       1.6   "Business Combination" means the consummation of a  reorganization,
merger or  consolidation  (including a merger or consolidation of the Company or
any direct or indirect subsidiary of the Company),  or sale or other disposition
of all or substantially all of the assets of the Company.

       1.7   "Cause."

             (a)   "Cause" means:

                   (i)   the   Executive's  willful  and  continued  failure  to
       perform  substantially  the  Executive's  duties  with the Company or its
       Affiliates  (other than any such failure resulting from incapacity due to
       physical  or mental  illness),  after a written  demand  for  substantial
       performance   is  delivered  to  the   Executive  by  the  Board,   which
       specifically  identifies  the manner in which the Board believes that the
       Executive has not substantially performed the Executive's duties;


<PAGE>

                   (ii)  the willful engaging in conduct  that  is  demonstrably
       and  materially  injurious  to the  Company  or  any  of its  Affiliates,
       monetarily or otherwise;

                   (iii) unauthorized acts or omissions by  the  Executive  that
       could  reasonably  be expected to cause  material  financial  harm to the
       Company or materially disrupt Company operations;

                   (iv)  commission by the Executive of  an  act  of  dishonesty
       (even if not a crime) resulting in the enrichment of the Executive at the
       expense of the Company;

                   (v)   the  Executive's   knowing   falsification  or  knowing
       attempted  falsification of financial records of the Company in violation
       of SEC Rule 13b2-1; or

                   (vi)  the final conviction of the Executive or an entering of
       a guilty plea or a plea of no contest by the Executive to a felony.

             (b)   For purposes of  subparagraphs (a)(i)  and (a)(ii) above,  no
act or  failure  to act,  on the  part of the  Executive,  shall  be  considered
"willful"  unless it is done,  or omitted to be done,  by the  Executive  in bad
faith or without  reasonable belief that the Executive's  action or omission was
in the best interest of the Company or its Affiliates.

             (c)   Any act, or failure to act, based on authority given pursuant
to a resolution  duly adopted by the Board,  upon the  instructions  of a senior
officer of the  company,  or based upon the advice of counsel for the Company or
its  Affiliates  shall be  conclusively  determined to be done, or omitted to be
done,  by the Executive in good faith and in the best interest of the Company or
its Affiliates.

             (d)   The termination of employment of the Executive shall  not  be
deemed to be for Cause  unless and until there shall have been  delivered to the
Executive a copy of a  resolution  duly adopted by the  affirmative  vote of not
less than  three-quarters  of the entire membership of the Board at a meeting of
the Board called and held for such purpose (after  reasonable notice is provided
to the  Executive  and  the  Executive,  together  with  counsel,  is  given  an
opportunity  to be heard  before the  Board),  finding  that,  in the good faith
opinion  of  the  Board,  the  Executive  is  guilty  of  conduct  described  in
subparagraph (a) above, and specifying the particulars of such conduct.

       1.8   "Change of Control" means

             (a)   The acquisition by any Person of Beneficial  Ownership of 30%
or more of the  outstanding  shares  of the  Common  Stock or 30% or more of the
combined voting power of the Company's  then-outstanding  securities entitled to
vote generally in the election of directors; provide, however, that for purposes
of this Section 1.8(a), the following acquisitions shall not constitute a Change
of Control:

                   (i)   any  acquisition (other  than  a  Business  Combination
       which  constitutes a Change of Control  under  Section  1.8(c)) of Common
       Stock directly from the Company,

                   (ii)  any acquisition of Common Stock by the Company,


                                       2
<PAGE>

                   (iii) any acquisition of Common Stock by any employee benefit
       plan (or related  trust)  sponsored or  maintained  by the Company or its
       Affiliates, or

                   (iv)  any  acquisition  by  Alden J. Laborde,  his  Immediate
       Family  Members  or any  entity  controlled  by Alden J.  Laborde  or his
       Immediate Family Members; or

             (b)   individuals who,  as of the Agreement Date,  constituted  the
Incumbent  Board,  cease for any reason to constitute at least a majority of the
Board; provided,  however, that any individual becoming a director subsequent to
such  date  whose   election  or  nomination   for  election  by  the  Company's
shareholders was approved by a vote of at least two-thirds of the directors then
comprising the Incumbent Board,  unless such individual's  initial assumption of
office  occurs  as a result of an actual or  threatened  election  contest  with
respect to the election or removal of  directors  or other actual or  threatened
solicitation  of proxies or consents by or on behalf of a person  other than the
Incumbent Board; or

             (c)   a Business Combination, provided, however, that  in  no  such
case shall any such  transaction  constitute a Change of Control if  immediately
following such Business Combination:

                   (i)   the individuals and entities who  were  the  Beneficial
       Owners of the Company's outstanding Common Stock and the Company's voting
       securities  entitled  to vote  generally  in the  election  of  directors
       immediately  prior to such Business  Combination  have direct or indirect
       Beneficial  Ownership,  respectively,  of  more  than  50%  of  the  then
       outstanding  shares of Common  Stock,  and more than 50% of the  combined
       voting power of the then outstanding  voting securities  entitled to vote
       generally  in  the   election  of   directors  of  the   Post-Transaction
       Corporation;

                   (ii)  except to the extent that such ownership existed  prior
       to the Business  Combination,  no Person (excluding the  Post-Transaction
       Corporation and any employee  benefit plan or related trust of either the
       Company, the Post-Transaction  Corporation,  or any Affiliates of either)
       beneficially  owns,  directly  or  indirectly,  25% or more  of the  then
       outstanding shares of common stock of the corporation resulting from such
       Business  Combination or 25% or more of the combined  voting power of the
       then outstanding voting securities of such corporation; and

                   (iii) at least a majority of the  members  of  the  board  of
       directors  of  the  Post-Transaction  Corporation  were  members  of  the
       Incumbent Board at the time of the execution of the initial agreement, or
       of the  action of the Board of  Directors,  providing  for such  Business
       Combination; or

             (d)   approval by the shareholders of the  Company  of  a  complete
liquidation or dissolution of the Company.

       1.9   "Code" means the Internal Revenue Code of 1986, as amended.

       1.10  "Common Stock" means the common stock,  no par value per share,  of
the Company.


                                       3
<PAGE>

       1.11  "Company" means the Company as defined above and any  successor  to
or assignee of (whether direct or indirect, by purchase, merger,  consolidation,
or otherwise) all or substantially all of the assets of the Company.

       1.12  "Confidential Information"  means any  information,  knowledge,  or
data of any nature and in any form (including information that is electronically
transmitted  or stored on any form of  magnetic  or  electronic  storage  media)
relating to the past,  current,  or  prospective  business or  operations of the
Company and its Affiliates, that at the time or times concerned is not generally
known  to  persons   engaged  in  businesses   similar  to  those  conducted  or
contemplated by the Company and its Affiliates  (other than information known by
such persons  through a violation of an  obligation  of  confidentiality  to the
Company),  whether  produced by the Company and its  Affiliates  or any of their
consultants,  agents, or independent contractors or by Executive, and whether or
not marked  confidential,  including without limitation  information relating to
the Company's or its Affiliates' products and services, business plans, business
acquisitions,  processes,  product or service  research and  development  ideas,
methods or techniques,  training  methods and materials,  and other  operational
methods or  techniques,  quality  assurance  procedures or standards,  operating
procedures, files, plans, specifications,  proposals,  drawings, charts, graphs,
support data, trade secrets,  supplier lists, supplier  information,  purchasing
methods or practices, distribution and selling activities, consultants' reports,
marketing and  engineering  or other  technical  studies,  maintenance  records,
employment  or  personnel  data,  marketing  data,   strategies  or  techniques,
financial reports,  budgets,  projections,  cost analyses, price lists, formulae
and analyses,  employee lists, customer records, customer lists, customer source
lists,  proprietary computer software, and internal notes and memoranda relating
to any of the foregoing.

       1.13  "Continuation   Period"  has  the  meaning   provided  in   Section
2.3(c)(iii).

       1.14  "Disability"  means a condition that would entitle the Executive to
receive benefits under the Company's  long-term  disability  insurance policy in
effect at the time either because he is Totally Disabled or Partially  Disabled,
as such terms are defined in the Company's  policy in effect as of the Agreement
Date or as similar terms are defined in any successor policy. If the Company has
no  long-term  disability  plan in effect,  "Disability"  shall occur if (a) the
Executive  is  rendered  incapable  because  of  physical  or mental  illness of
satisfactorily  discharging his duties and responsibilities to the Company for a
period of 90  consecutive  days, (b) a duly  qualified  physician  chosen by the
Company  and  acceptable  to the  Executive  or  his  legal  representatives  so
certifies in writing, and (c) the Board determines that the Executive has become
disabled.

       1.15  "Employment Term" has the meaning provided in Section 2.1(a).

       1.16  "Expiration Date" has the meaning provided in Section 2.1(a).

       1.17  "Good Reason"  means any action or inaction  during the  Employment
Term that  constitutes a material  negative  change in the service  relationship
between the  Executive  and the Company and a material  breach by the Company of
its obligations  under the terms of this Agreement,  provided that the Executive
shall have provided  written notice to the Company within 90 days of the initial
existence  of the  condition  described  in this  Section 1.17 and such event or
condition continues uncured for a period of 30 days after written notice thereof
is given by the Executive to the Company.  A termination  by the Executive  with
Good Reason shall constitute an involuntary  termination for purposes of Section
409A of the Internal Revenue Code of 1986, as amended.


                                       4
<PAGE>

       1.18  "Immediate  Family  Members"  means the spouse  and the  natural or
adopted children or grandchildren of a specified individual.

       1.19  "Incumbent  Board" means  individuals  who, as of a specified date,
constituted the Board of Directors of the Company.

       1.20  "Person"  means a natural  person,  company,  limited  partnership,
general  partnership,  limited liability company or partnership,  joint venture,
association,  trust,  bank, trust company,  land trust,  business trust or other
organization,  whether  or not a legal  entity,  and a  government  or agency or
political subdivision thereof.

       1.21  "Post-Transaction Corporation."

             (a)   Unless a Change of Control includes a  Business  Combination,
Post-Transaction Corporation means the Company after the Change of Control.

             (b)   If  a  Change of Control  includes  a  Business  Combination,
Post-Transaction  Corporation means the corporation  resulting from the Business
Combination unless, as a result of such Business Combination, an ultimate parent
corporation  controls the Company or all or  substantially  all of the Company's
assets  either   directly  or  indirectly,   in  which  case,   Post-Transaction
Corporation shall mean such ultimate parent corporation.

       1.22  "Pro Rata Bonus" has the meaning provided in Section 2.3(a)(ii).

       1.23  "Section  409A" means Section 409A of the Code, as amended, and the
regulations and guidance issued thereunder.

       1.24  "Termination  Date" means, if Executive's  status as an officer and
employee  is  terminated  (a) by  reason  of  Executive's  death,  the  date  of
Executive's death; (b) by reason of Disability, the date on which termination of
Executive's  status  as  an  officer  and  employee  becomes  effective  due  to
Disability;  (c) by the Company other than by reason of death or Disability, the
date of delivery of the notice of termination or any later date specified in the
notice of termination, which date will not be more than 30 days after the giving
of the notice;  or (d) by the Executive other than by reason of death,  the date
of  delivery of the notice of  termination  or any later date  specified  in the
notice of termination, which date will not be more than 30 days after the giving
of the notice.

                                   ARTICLE II
                            CHANGE OF CONTROL BENEFIT
                            -------------------------

       2.1   Employment Term and Capacity after Change of Control.

             (a)   This Agreement  shall  commence  on the  Agreement  Date  and
continue in effect through  December 31, 2010 (the  "Expiration  Date").  If the
Executive  continues  to serve as an  officer  of the  Company  and a Change  of
Control occurs on or before the Expiration Date, then the Executive's employment
term (the "Employment  Term") shall continue for a period of twenty-four  months
following  the  Change  of  Control,  subject  to  any  earlier  termination  of
Executive's status as an officer and employee pursuant to this Agreement.


                                       5
<PAGE>

             (b)   After a Change of Control and during the Employment Term, (i)
the Executive's  position  (including  status,  offices,  titles,  and reporting
requirements),  authority,  duties,  and  responsibilities  shall  be  at  least
commensurate in all material  respects with the most  significant of those held,
exercised,  and  assigned  at any time  during the  120-day  period  immediately
preceding  the Change of Control;  and (ii) the  Executive's  services  shall be
performed at the location where the Executive was employed immediately preceding
the Change of Control  or any  office or  location  less than 50 miles from such
location.  Executive's position, authority, duties, and responsibilities after a
Change of Control shall not be considered  commensurate in all material respects
with Executive's position,  authority,  duties, and responsibilities  prior to a
Change of Control  unless  after the Change of Control  the  Executive  holds an
equivalent position in the Post-Transaction Corporation.

       2.2   Compensation and Benefits.   During   the   Employment   Term,  the
Executive shall be entitled to the following compensation and benefits:

             (a)   Salary. An annual salary ("Base Salary") at the highest  rate
in effect for the  Executive at any time during the 120-day  period  immediately
preceding the Change of Control,  payable to the Executive at such  intervals no
less frequent than the most frequent  intervals in effect at any time during the
120-day period immediately preceding the Change of Control or, if more favorable
to the  Executive,  the  intervals  in  effect at any time  after the  Change of
Control for other most senior executives of the Post-Transaction Corporation and
its Affiliates.

             (b)   Bonus. Executive shall  be  entitled  to  participate  in  an
annual incentive bonus program applicable to other most senior executives of the
Post-Transaction  Corporation  and its  Affiliates  but in no event  shall  such
program provide the Executive with incentive  opportunities  less favorable than
the most  favorable of those  provided by the Company and its Affiliates for the
Executive under the Company's annual cash plan as in effect for Executive at any
time during the 120-day period  immediately  preceding the Change of Control or,
if more favorable to the Executive,  those provided  generally at any time after
the Change of Control to other most senior  executives  of the  Post-Transaction
Corporation  and its  Affiliates.  Any such bonus shall be paid in cash no later
than two and a half months  following  the close of the fiscal year for which it
is earned.

             (c)   Fringe Benefits. The Executive shall be  entitled  to  fringe
benefits (including,  but not limited to, automobile allowance,  air travel, and
reimbursement  for club  membership  dues) in accordance with the most favorable
agreements,  plans,  practices,  programs,  and  policies of the Company and its
Affiliates  in effect for the  Executive  at any time during the 120-day  period
immediately  preceding  the  Change  of  Control  or, if more  favorable  to the
Executive,  as in effect  generally at any time thereafter with respect to other
most senior executives of the Post-Transaction Corporation and its Affiliates.


                                       6
<PAGE>

             (d)   Expenses. The Executive shall be entitled to  receive  prompt
reimbursement for all reasonable  business expenses (including food and lodging)
incurred by the  Executive in  accordance  with the most  favorable  agreements,
policies,  practices, and procedures of the Company and its Affiliates in effect
for the Executive at any time during the 120-day  period  immediately  preceding
the Change of  Control  or, if more  favorable  to the  Executive,  as in effect
generally at any time thereafter with respect to other most senior executives of
the Post-Transaction Corporation and its Affiliates.

             (e)   Incentive, Savings and Retirement Plans. The Executive  shall
be entitled to  participate  in all  incentive,  savings and  retirement  plans,
practices,  policies,  and  programs  applicable  generally to other most senior
executives of the  Post-Transaction  Corporation and its  Affiliates,  but in no
event shall such plans, practices,  policies, and programs provide the Executive
with incentive  opportunities (measured with respect to both regular and special
incentive  opportunities,  to the  extent,  if any,  that  such  distinction  is
applicable), savings opportunities and retirement benefit opportunities, in each
case,  less  favorable  than the most favorable of those provided by the Company
and its Affiliates for the Executive  under any  agreements,  plans,  practices,
policies,  and  programs  as in effect at any time  during  the  120-day  period
immediately preceding the Change of Control.

             (f)   Welfare Benefit Plans.  The  Executive  and  the  Executive's
family shall be eligible  for  participation  in and shall  receive all benefits
under welfare benefit plans,  practices,  policies, and programs provided by the
Post-Transaction Corporation and its Affiliates (including,  without limitation,
medical, prescription, dental, disability, employee life, group life, accidental
death,  and  travel  accident  insurance  plans  and  programs)  to  the  extent
applicable  generally to other most senior  executives  of the  Post-Transaction
Corporation  and its  Affiliates,  but in no event shall such plans,  practices,
policies,  and programs provide the Executive with benefits,  in each case, less
favorable than the most favorable of any agreements,  plans, practices, policies
and programs of the Company and its  Affiliates  in effect for the  Executive at
any time during the 120-day period immediately preceding the Change of Control.

             (g)   Indemnification   and    Insurance.   The    Post-Transaction
Corporation  shall indemnify the Executive,  to the fullest extent  permitted by
applicable  law,  for any and all claims  brought  against  him  arising out his
services   during  or  prior  to  the   Employment   Term.   In  addition,   the
Post-Transaction Corporation shall maintain a directors' and officers' insurance
policy covering the Executive substantially in the form of the policy maintained
by the  Company  and its  Affiliates  at any  time  during  the  120-day  period
immediately  preceding  the  Change  of  Control  or, if more  favorable  to the
Executive,  as provided  generally at any time  thereafter with respect to other
most senior executives of the Post-Transaction Corporation and its Affiliates.

             (h)   Office and Support Staff. The Executive shall be entitled  to
an office or offices of a size and with furnishings and other appointments,  and
to exclusive  personal  secretarial and other assistance,  at least equal to the
most favorable of the foregoing provided to the Executive by the Company and its
Affiliates  at any time  during the 120-day  period  immediately  preceding  the
Change of Control or, if more favorable to the Executive,  as provided generally
at any time  thereafter  with  respect to other most  senior  executives  of the
Post-Transaction Corporation and its Affiliates.

             (i)   Vacation. The Executive shall be entitled to paid vacation in
accordance with the most favorable agreements,  plans,  policies,  programs, and
practices of the Company and its  Affiliates  as in effect for the  Executive at
any time during the 120-day period  immediately  preceding the Change of Control
or, if more  favorable  to the  Executive,  as in effect  generally  at any time
thereafter with respect to other most senior executives of the  Post-Transaction
Corporation and its Affiliates.


                                       7
<PAGE>

       2.3   Obligations upon Termination After a Change of Control.

             (a)   Termination as a Result of Death, Disability, or  Retirement.
If,  after  a  Change  of  Control  and  during  the  Employment  Term,  (1) the
Executive's  status as an officer and  employee is  terminated  by reason of the
Executive's  death,  (2)  the   Post-Transaction   Corporation   terminates  the
Executive's  status  as  an  officer  and  employee  by  reason  of  Executive's
Disability, or (3) the Executive retires and terminates his status as an officer
and employee, then, subject to Section 2.3(f) and, if applicable,  the six-month
delay set forth in Section 2.7:

                   (i)   the Post-Transaction Corporation or an  Affiliate  will
       pay to the Executive or his legal  representatives  the Executive's  Base
       Salary earned through the  Termination  Date to the extent not previously
       paid (the "Accrued Salary");

                   (ii)  the Post-Transaction Corporation or an  Affiliate  will
       pay to the Executive or his legal  representatives a pro rata bonus in an
       amount  determined  by (1)  calculating  the average of the annual  bonus
       received by the  Executive in the three most  recently  completed  fiscal
       years prior to the  Termination  Date,  then (2)  multiplying  such bonus
       amount by the  fraction  obtained by  dividing  the number of days in the
       year through the Termination Date by 365 (the "Pro Rata Bonus"); and

                   (iii) the Post-Transaction Corporation or an  Affiliate  will
       pay  or  deliver,  as  appropriate,  all  other  benefits  earned  by the
       Executive  or accrued for his benefit  pursuant to any  employee  benefit
       plans  maintained by the  Post-Transaction  Corporation or its Affiliates
       with  respect  to  services  rendered  by  the  Executive  prior  to  the
       Termination Date.

             (b)   Termination by Company for Cause; by Executive for other than
Good Reason.  If, after a Change of Control and during the Employment  Term, the
Executive's   status  as  an  officer  and   employee  is   terminated   by  the
Post-Transaction  Corporation or an Affiliate for Cause, or by the Executive for
other than Good Reason, the  Post-Transaction  Corporation or Affiliate will pay
to the Executive the Accrued Salary without further  obligation to the Executive
other than for obligations by law and obligations for any benefits earned by the
Executive  or accrued for his benefit  pursuant to any  employee  benefit  plans
maintained  by the  Post-Transaction  Corporation  or Affiliate  with respect to
services rendered by the Executive prior to the Termination Date.

             (c)   Termination  by  Company  for  Reasons  Other   than   Death,
Disability, or Retirement; Termination by Executive for Good Reason. If, after a
Change of Control  and  during the  Employment  Term,  (1) the  Post-Transaction
Corporation or an Affiliate  terminates the Executive's status as an officer and
employee  other than for  Cause,  death,  or  Disability,  or (2) the  Executive
terminates his status as an officer and employee for Good Reason,  then, subject
to Section 2.3(f):


                                       8
<PAGE>

                   (i)   The Post-Transaction Corporation or an  Affiliate  will
       pay to the Executive the Accrued Salary;

                   (ii)  The Post-Transaction Corporation or an  Affiliate  will
       pay to the Executive in a lump sum in cash on the first business day that
       is more  than six  months  after  the  Termination  Date (A) the Pro Rata
       Bonus,  and  (B)  an  amount  equal  to two  times  the  sum  of (x)  the
       Executive's  Base  Salary in effect at the  Termination  Date and (y) the
       highest  annual bonus  awarded to the  Executive  during the three fiscal
       years immediately preceding the Termination Date;

                   (iii) For the period commencing on the  Termination Date  and
       ending on the earlier of (A)  December  31st of the first  calendar  year
       following the calendar year in which the Termination Date occurs,  or (B)
       the date that the Executive  accepts new  employment  (the  "Continuation
       Period"),  the  Post-Transaction  Corporation or an Affiliate will at its
       expense  maintain and administer  for the continued  benefit of Executive
       all insurance and welfare  benefit plans in which  Executive was entitled
       to participate as an employee as of the Termination  Date;  provided that
       Executive's  continued  participation is possible under the general terms
       and provisions of such plans and all applicable laws. If the Executive is
       a "specified employee" governed by Section 2.7 hereof, to the extent that
       any benefits provided to the Executive under this Section 2.3(c)(iii) are
       taxable to the Executive,  then, with the exception of nontaxable medical
       insurance  benefits,  the value of the  aggregate  amount of such taxable
       benefits provided to the Executive  pursuant to this Section  2.3(c)(iii)
       during the  six-month  period  following  the  Termination  Date shall be
       limited to the amount  specified by Section  402(g)(1)(B) of Code for the
       year in which the termination occurred.  The Executive shall pay the cost
       of any benefits that exceed the amount specified in the previous sentence
       during the six month period following the date of termination,  and shall
       be reimbursed  in full by the Company  during the seventh month after the
       Termination  Date. The coverage and benefits  (including  deductibles and
       costs)  provided  under any such  benefit  plan in  accordance  with this
       paragraph  during the  Continuation  Period will be no less  favorable to
       Executive  than the most  favorable of such  coverages and benefits as of
       the Termination  Date. If Executive's  participation  in any such benefit
       plan  is   barred  or  any  such   benefit   plan  is   terminated,   the
       Post-Transaction Corporation or its Affiliate will provide Executive with
       benefits  substantially similar or comparable in value to those Executive
       would  otherwise  have been entitled to receive under such plans.  At the
       end of the  Continuation  Period,  the Executive  will have the option to
       have  assigned  to him, at no cost and with no  apportionment  of prepaid
       premiums,   any  assignable   insurance  owned  by  the  Post-Transaction
       Corporation or its Affiliate that relates  specifically to the Executive.
       To the maximum  extent  permitted by law, the Executive  will be eligible
       for coverage under COBRA at the end of the Continuation Period or earlier
       cessation  of the  Post-Transaction  Corporation's  obligation  under the
       foregoing provisions of this paragraph;

                   (iv)  All benefits that the Executive is entitled to  receive
       pursuant to benefit plans maintained by the Post-Transaction  Corporation
       or an Affiliate  under which benefits are calculated  based upon years of
       service or age will be  calculated  by treating  the  Executive as having
       attained  two  additional  years  of  age  and  as  having  provided  two
       additional years of service as of the Termination Date; and


                                       9
<PAGE>

                   (v)   The Post-Transaction Corporation or an  Affiliate  will
       pay  or  deliver,  as  appropriate,  all  other  benefits  earned  by the
       Executive  or accrued for his benefit  pursuant to any  employee  benefit
       plans  maintained by the  Post-Transaction  Corporation or Affiliate with
       respect to services  rendered by the Executive  prior to the  Termination
       Date.

             (d)   Resignation from Board of Directors. If the  Executive  is  a
director of the  Post-Transaction  Corporation  or any of its Affiliates and his
status as an officer and employee is terminated for any reason other than death,
the  Executive   will,  if  requested  by  the   Post-Transaction   Corporation,
immediately  resign as a director of the  Post-Transaction  Corporation  and its
Affiliates.  If such  resignation is not received  within 20 business days after
the  Executive  actually  receives  written  notice  from  the  Post-Transaction
Corporation requesting the resignation,  the Executive will forfeit any right to
receive any payments pursuant to this Agreement.

             (e)   Nondisclosure  and  Proprietary  Rights.   The   rights   and
obligations  of the Company and the  Executive  contained  in Article III hereof
will  continue  to apply  notwithstanding  a  termination  following a Change of
Control.

             (f)   Most Favorable Benefits. It is the intention  of the  parties
that the terms of this Agreement  provide payments and benefits to the Executive
that are  equivalent  or more  beneficial  to the  Executive  than are otherwise
available to the  Executive  under the terms of any  applicable  benefit plan or
related  compensation  agreement.  To that end, the terms of the Agreement shall
govern the payments and benefits to which the  Executive  shall be entitled upon
the termination of the Executive's status as an officer and employee as provided
herein,  except  that if the terms of any  applicable  benefit  plan or  related
compensation agreement provide more favorable benefits to the Executive than are
provided hereunder, the terms of such plan or agreement shall control.

       2.4   Excise Tax Provision.

             (a)   Notwithstanding any other provisions of this Agreement,  if a
Change of Control occurs during the original or extended term of this Agreement,
in the event that any  payment  or benefit  received  or to be  received  by the
Executive  in  connection  with the  Change of  Control  of the  Company  or the
termination  of the  Executive's  employment  under this  Agreement or any other
agreement between the Company and the Executive (all such payments and benefits,
including  the  payments  and  benefits  under  Section  2.3(c)  hereof,   being
hereinafter  called "Total Payments") would be subject (in whole or in part), to
an excise tax imposed by section 4999 of the Code (the "Excise  Tax"),  then the
cash  payments  under  Section  2.3(c)  hereof  shall first be reduced,  and the
noncash  payments and benefits under the other sections hereof shall  thereafter
be reduced,  to the extent necessary so that no portion of the Total Payments is
subject to the Excise Tax but only if (A) the net amount of such Total Payments,
as so reduced (and after subtracting the net amount of federal,  state and local
income and employment  taxes on such reduced Total  Payments) is greater than or
equal to (B) the net amount of such Total  Payments  without such reduction (but
after  subtracting  the net  amount  of  federal,  state and  local  income  and
employment  taxes on such Total  Payments  and the amount of Excise Tax to which
the  Employee  would be subject in respect of such  unreduced  Total  Payments);
provided, however, that the Executive may elect to have the noncash payments and
benefits  hereof  reduced (or  eliminated)  prior to any  reduction  of the cash
payments under Section 2.3(c) hereof.


                                       10
<PAGE>

             (b)   For purposes of determining whether and the extent  to  which
the Total  Payments  will be subject to the  Excise  Tax,  (i) no portion of the
Total Payments the receipt or enjoyment of which the Executive shall have waived
at such time and in such  manner as not to  constitute  a  "payment"  within the
meaning of section  280G(b)  of the Code  shall be taken into  account,  (ii) no
portion of the Total Payments shall be taken into account which,  in the opinion
of tax counsel  ("Tax  Counsel")  reasonably  acceptable  to the  Executive  and
selected by the accounting firm (the "Auditor") which was,  immediately prior to
a Change of Control or other event  giving rise to a potential  Excise Tax,  the
Company's  independent auditor, does not constitute a "parachute payment" within
the meaning of section  280G(b)(2)  of the Code  (including by reason of section
280G(b)(4)(A)  of the Code) and,  in  calculating  the Excise Tax, no portion of
such Total  Payments  shall be taken into account  which,  in the opinion of Tax
Counsel,  constitutes  reasonable  compensation for services actually  rendered,
within the meaning of section  280G(b)(4)(B) of the Code, in excess of the "Base
Amount"  (within  the  meaning  set  forth in  section  280G(b)(3)  of the Code)
allocable to such reasonable  compensation,  and (iii) the value of any non cash
benefit or any deferred  payment or benefit included in the Total Payments shall
be  determined  by the Auditor in  accordance  with the  principles  of sections
280G(d)(3) and (4) of the Code.

             (c)   At the time that payments are made under this Agreement,  the
Post-Transaction   Corporation  shall  provide  the  Executive  with  a  written
statement  setting forth the manner in which such payments were  calculated  and
the basis for such calculations including,  without limitation,  any opinions or
other advice the Post-Transaction Corporation has received from Tax Counsel, the
Auditor, or other advisors or consultants (and any such opinions or advice which
are in writing shall be attached to the statement).

       2.5   Stock  Options;  Restricted  Stock.   The  foregoing  benefits  are
intended to be in addition to the value of any options to acquire  Common  Stock
of the Company, the exercisability of which is accelerated pursuant to the terms
of any stock  option  agreement,  any  restricted  stock the vesting of which is
accelerated  pursuant to the terms of the restricted  stock  agreement,  and any
other incentive or similar plan heretofore or hereafter adopted by the Company.

       2.6   Legal Fees. The Company agrees to pay as incurred  all  legal  fees
and expenses that the Executive may reasonably  incur as a result of any contest
(regardless of the outcome  thereof) by the Company,  the Executive or others of
the validity or  enforceability  of, or liability  under,  any provision of this
Agreement  (including  as a result of any  contest  by the  Executive  about the
amount or timing of any payment pursuant to this Agreement).

       2.7   Section 409A.

             (a)   It is the intention of the parties that payments or  benefits
payable  under  this  Agreement  not be subject to the  additional  tax  imposed
pursuant  to  Section  409A,  and the  provisions  of this  Agreement  shall  be
construed and  administered  in accordance  with such intent.  To the extent any
potential payments or benefits could become subject to Section 409A, the parties
shall  cooperate to amend this  Agreement  with the goal of giving the Executive
the economic benefits  described herein in a manner that does not result in such
tax being imposed.  If the parties are unable to agree on a mutually  acceptable
amendment,  the Company may, without the Executive's  consent and in such manner
as it deems appropriate,  amend or modify this Agreement or delay the payment of
any amounts  hereunder to the minimum extent  necessary to meet the requirements
of Section 409A.


                                       11
<PAGE>

             (b)   No payments or benefits provided herein that are paid because
of a termination of employment  under  circumstances  described  herein shall be
paid,  unless such termination of employment also constitutes a "separation from
service" within the meaning of Section 409A.

             (c)   If Executive is a "specified employee," any payments  payable
as a result of Executive's  termination of employment (other than as a result of
death)  shall not be payable  before the earlier of (i) the first  business  day
that is more than six months after  Executive's  Termination Date, (ii) the date
of  Executive's  death,  or (iii)  the date  that  otherwise  complies  with the
requirements of Section 409A.  "Specified  employee" shall mean the Executive if
the Executive is a key employee under Treasury  Regulations  Section 1.409A-1(i)
because  of final and  binding  action  taken by the  Board or its  compensation
committee, or by operation of law or such regulation.

             (d)   No acceleration of payments and benefits provided for in this
Agreement shall be permitted, except that the Company may accelerate payment, if
permitted by Section 409A, as necessary to allow the Executive to pay FICA taxes
on amounts payable  hereunder and additional taxes resulting from the payment of
such FICA amount, or as necessary to pay taxes and penalties arising as a result
of the payments  provided for in this Agreement failing to meet the requirements
of Section  409A.  In no event  shall the  Executive,  directly  or  indirectly,
designate the calendar year of payment.

             (e)   To the extent that the amounts payable under this  Article II
are  reimbursements  and other  separation  payments  described  under  Treasury
Regulations  Section  1.409A-1(b)(9)(v),  such  payments  do not provide for the
deferral  of  compensation.  If  they do  constitute  deferral  of  compensation
governed by Section 409A, they shall be deemed to be  reimbursements  or in-kind
benefits governed by Treasury  Regulations  Section  1.409A-3(i)(1)(iv).  If the
previous sentence applies, (i) the amount of expenses eligible for reimbursement
or in-kind  benefits  provided  during the  Executive's  taxable  year shall not
affect the expenses  eligible for reimbursement or in-kind benefits in any other
taxable year, (ii) the  reimbursement  of an eligible expense must be made on or
before the last day of the  Executive's  taxable year following the taxable year
in which the  expense  was  incurred,  and (iii) the right to  reimbursement  or
in-kind  benefits  shall not be subject to  liquidation  or exchange for another
benefit.

                                  ARTICLE III
                      NONDISCLOSURE AND PROPRIETARY RIGHTS
                      ------------------------------------

       3.1   Non-disclosure of Confidential Information. Executive will hold  in
a fiduciary capacity for the benefit of the Company all Confidential Information
obtained by Executive during Executive's  employment  (whether prior to or after
the Agreement Date) and will use such Confidential Information solely within the
scope of his employment with and for the exclusive benefit of the Company. For a
period of two years  after the  Termination  Date,  Executive  agrees (a) not to
communicate,  divulge or make  available to any person or entity (other than the
Company)  any such  Confidential  Information,  except  upon the  prior  written
authorization of the Company or as may be required by law or legal process;  and
(b) to deliver  promptly  to the  Company any  Confidential  Information  in his
possession,  including  any  duplicates  thereof and any notes or other  records
Executive has prepared with respect thereto. In the event that the provisions of
any applicable law or the order of any court would require Executive to disclose
or otherwise make available any  Confidential  Information,  Executive will give
the Company  prompt prior  written  notice of such  required  disclosure  and an
opportunity  to  contest  the  requirement  of such  disclosure  or apply  for a
protective  order with respect to such  Confidential  Information by appropriate
proceedings.


                                       12
<PAGE>

       3.2   Injunctive  Relief; Other Remedies.  Executive acknowledges  that a
breach by Executive of Section 3.1 would cause immediate and irreparable harm to
the  Company  for which an  adequate  monetary  remedy  does not  exist;  hence,
Executive  agrees  that,  in the  event  of a breach  or  threatened  breach  by
Executive  of the  provisions  of Section  3.1,  the Company will be entitled to
injunctive  relief  restraining   Executive  from  such  violation  without  the
necessity  of proof of actual  damage  or the  posting  of any  bond,  except as
required by non waivable,  applicable  law.  Nothing  herein,  however,  will be
construed as prohibiting the Company from pursuing any other remedy at law or in
equity to which the Company may be entitled under applicable law in the event of
a breach or threatened breach of this Agreement by Executive,  including without
limitation the recovery of damages and/or costs and expenses, such as reasonable
attorneys'  fees,  incurred  by the  Company  as a result of any such  breach or
threatened  breach. In addition to the exercise of the foregoing  remedies,  the
Company will have the right upon the occurrence of any such breach to offset the
damages of such breach as determined by the Company,  against any unpaid salary,
bonus,   commissions,   or  reimbursements   otherwise  owed  to  Executive.  In
particular,  Executive  acknowledges that the payments provided under Article II
are conditioned upon Executive fulfilling the nondisclosure agreements contained
in this Article III. If Executive at any time materially breaches  nondisclosure
agreements  contained  in this  Article  III,  then the  Company  may offset the
damages of such breach,  as determined  solely by the Company,  against payments
otherwise due to Executive under Article II or, at the Company's option, suspend
payments  otherwise due to Executive  under Article II during the period of such
breach.  Executive  acknowledges  that any such offset or suspension of payments
would be an exercise of the Company's right to offset or suspend its performance
hereunder upon Executive's  breach of this Agreement;  such offset or suspension
of  payments  would  not  constitute,  and shall not be  characterized  as,  the
imposition of liquidated damages.

       3.3   Governing Law of this Article III;  Consent  to  Jurisdiction.  Any
dispute  regarding the  reasonableness of the covenants and agreements set forth
in this  Article III or  duration  thereof,  or the  remedies  available  to the
Company upon any breach of such  covenants and  agreements,  will be governed by
and interpreted in accordance with the laws of the State of the United States or
other jurisdiction in which the alleged prohibited  disclosure occurs, and, with
respect to each such dispute,  the Company and Executive  each hereby consent to
the  jurisdiction  of the state and federal courts sitting in the relevant State
(or, in the case of any  jurisdiction  outside the United  States,  the relevant
courts of such  jurisdiction)  for  resolution of such  dispute,  and agree that
service of process may be made upon him or it in any legal  proceeding  relating
to this Article III by any means allowed under the laws of such jurisdiction.


                                       13
<PAGE>

       3.4   Executive's   Understanding  of  this  Article.   Executive  hereby
represents  to the Company  that he has read and  understands,  and agrees to be
bound  by,  the  terms of this  Article  III.  Executive  acknowledges  that the
duration  of the  covenants  contained  in  Article  III are the result of arm's
length  bargaining and are fair and reasonable in light of (a) the importance of
the  functions  performed by Executive  and the length of time it would take the
Company to find and train a suitable  replacement,  and (b) Executive's level of
control over and contact with the business and operations of the Company and its
Affiliates in various  jurisdictions where same are conducted.  It is the desire
and intent of the parties that the  provisions of this  Agreement be enforced to
the fullest extent  permitted under  applicable law, whether now or hereafter in
effect and,  therefore,  to the extent  permitted by applicable law, the parties
hereto waive any provision of applicable  law that would render any provision of
this Article III invalid or unenforceable.

                                   ARTICLE IV
                                  MISCELLANEOUS
                                  -------------

       4.1   Binding Effect; Successors.

             (a)   This Agreement shall be binding upon and inure to the benefit
of the Company and any of its successors or assigns.

             (b)   This Agreement is personal to the Executive and shall not  be
assignable by the Executive  without the consent of the Company  (there being no
obligation  to give such  consent)  other than such  rights or  benefits  as are
transferred by will or the laws of descent and distribution.

             (c)   The Company shall require any successor  to  or  assignee  of
(whether direct or indirect, by purchase, merger,  consolidation,  or otherwise)
all or  substantially  all of the assets or  businesses  of the  Company  (i) to
assume unconditionally and expressly this Agreement and (ii) to agree to perform
or to cause to be performed all of the  obligations  under this Agreement in the
same  manner and to the same  extent as would have been  required of the Company
had no assignment or succession  occurred,  such assumption to be set forth in a
writing reasonably satisfactory to the Executive.

             (d)   The Company shall also require all entities that  control  or
that after the transaction will control  (directly or indirectly) the Company or
any such  successor  or  assignee to agree to cause to be  performed  all of the
obligations  under this  Agreement,  such agreement to be set forth in a writing
reasonably satisfactory to the Executive.

       4.2   Notices. All notices hereunder  must  be  in  writing  and,  unless
otherwise  specifically  provided herein, will be deemed to have been given upon
receipt of delivery by: (a) hand (against a receipt therefor),  (b) certified or
registered mail,  postage prepaid,  return receipt  requested,  (c) a nationally
recognized  overnight  courier  service  (against  a  receipt  therefor)  or (d)
telecopy  transmission  with  confirmation of receipt.  All such notices must be
addressed as follows:


                                       14
<PAGE>

             If to the Company:

                   Gulf Island Fabrication, Inc.
                   Attn: Alden J. Laborde, Chairman, Compensation Committee
                   583 Thompson Road
                   Houma, Louisiana 70363

             If to the Executive:

                   Kerry J. Chauvin

                   ------------------------------

                   ------------------------------

or such other  address as to which any party hereto may have  notified the other
in writing.

       4.3   Governing Law. Except  as  provided  in  Article III  hereof,  this
Agreement shall be construed and enforced in accordance with and governed by the
internal laws of the State of Louisiana without regard to principles of conflict
of laws.

       4.4   Withholding. The Executive agrees that the Company has the right to
withhold,  from the  amounts  payable  pursuant to this  Agreement,  all amounts
required to be withheld under applicable  income and/or  employment tax laws, or
as  otherwise  stated in  documents  granting  rights that are  affected by this
Agreement.

       4.5   Amendment; Waiver. No provision of this Agreement may be  modified,
amended,  or waived except by an  instrument in writing  signed by both parties,
unless permitted by Section 2.7(a).

       4.6   Severability. If any term or provision of this  Agreement,  or  the
application  thereof to any person or circumstance,  shall at any time or to any
extent be invalid, illegal or unenforceable in any respect as written, Executive
and the Company  intend for any court  construing  this  Agreement  to modify or
limit such  provision  so as to render it valid and  enforceable  to the fullest
extent  allowed  by law.  Any such  provision  that is not  susceptible  of such
reformation  shall be ignored  so as to not  affect any other term or  provision
hereof, and the remainder of this Agreement,  or the application of such term or
provision  to persons or  circumstances  other than those as to which it is held
invalid,  illegal or unenforceable,  shall not be affected thereby and each term
and  provision  of this  Agreement  shall be valid and  enforced  to the fullest
extent permitted by law.

       4.7   Waiver of Breach. The waiver by either party of  a  breach  of  any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.

       4.8   Remedies Not Exclusive. No remedy specified herein shall be  deemed
to be such party's exclusive remedy, and accordingly,  in addition to all of the
rights and remedies  provided for in this Agreement,  the parties shall have all
other  rights  and  remedies  provided  to  them  by  applicable  law,  rule  or
regulation.

       4.9   Company's   Reservation  of  Rights.   Executive  acknowledges  and
understands  that the Executive serves at the pleasure of the Board and that the
Company has the right at any time to terminate Executive's status as an employee
of the Company or any of its  Affiliates,  or to change or  diminish  his status
during the Employment Term,  subject to the rights of the Executive to claim the
benefits conferred by this Agreement.


                                       15
<PAGE>

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

                                    * * * * *

       IN WITNESS  WHEREOF,  the  Company  and the  Executive  have  caused this
Agreement to be executed as of the Agreement Date.

                                         GULF ISLAND FABRICATION, INC.

                                         /s/ Alden J. Laborde
                                         ---------------------------------------
                                         Alden J. Laborde
                                         Chairman, Compensation Committee


                                         EXECUTIVE

                                         /s/ Kerry J. Chauvin
                                         ---------------------------------------
                                         Kerry J. Chauvin


                                       16
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>a5990385ex99_2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
                                                                    Exhibit 99.2

                           CHANGE OF CONTROL AGREEMENT



       This Change of Control  Agreement (the  "Agreement")  between Gulf Island
Fabrication,  Inc., a Louisiana  corporation (the "Company"),  and Kirk J. Meche
(the "Executive") is dated effective June 17, 2009 (the "Agreement Date").

                                   ARTICLE I
                                   DEFINITIONS
                                   -----------

       Whenever the following terms are used in this Agreement,  they shall have
the  meaning  specified  below  unless  the  context  clearly  indicates  to the
contrary.  The singular  pronoun  shall  include the plural where the context so
indicates.

       1.1   "Accrued Salary" has the meaning provided in Section 2.3(a)(i).

       1.2   "Affiliate" of any  Person  means  any  other  Person  directly  or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with such Person.  For purposes of this definition,  "control" means the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  and  policies of such  person or entity,  whether
through  the  ownership  of  voting  securities  or  otherwise;  and  the  terms
"controlling" and "controlled" shall have correlative meanings.

       1.3   "Base Salary" has the meaning provided in Section 2.2(a).

       1.4   "Beneficial  Owner"  (and  variants  thereof)  with  respect  to  a
security,  means a Person who,  directly or  indirectly  (through any  contract,
understanding,  relationship, or otherwise) has or shares (a) the power to vote,
or direct of the voting of, the security, and (b) the power to dispose of, or to
direct the disposition of, the security.

       1.5   "Board" means the Board of Directors of the Company.

       1.6   "Business Combination" means the consummation of a  reorganization,
merger or  consolidation  (including a merger or consolidation of the Company or
any direct or indirect subsidiary of the Company),  or sale or other disposition
of all or substantially all of the assets of the Company.

       1.7   "Cause."

             (a)   "Cause" means:

                   (i)   the  Executive's  willful   and  continued  failure  to
       perform  substantially  the  Executive's  duties  with the Company or its
       Affiliates  (other than any such failure resulting from incapacity due to
       physical  or mental  illness),  after a written  demand  for  substantial
       performance   is  delivered  to  the   Executive  by  the  Board,   which
       specifically  identifies  the manner in which the Board believes that the
       Executive has not substantially performed the Executive's duties;


<PAGE>

                   (ii)  the willful engaging in conduct  that  is  demonstrably
       and  materially  injurious  to the  Company  or  any  of its  Affiliates,
       monetarily or otherwise;

                   (iii) unauthorized acts or omissions by  the  Executive  that
       could  reasonably  be expected to cause  material  financial  harm to the
       Company or materially disrupt Company operations;

                   (iv)  commission by the Executive of  an  act  of  dishonesty
       (even if not a crime) resulting in the enrichment of the Executive at the
       expense of the Company;

                   (v)   the  Executive's  knowing   falsification  or   knowing
       attempted  falsification of financial records of the Company in violation
       of SEC Rule 13b2-1; or

                   (vi)  the final conviction of the Executive or an entering of
       a guilty plea or a plea of no contest by the Executive to a felony.

             (b)   For purposes of subparagraphs (a)(i)  and (a)(ii)  above,  no
act or  failure  to act,  on the  part of the  Executive,  shall  be  considered
"willful"  unless it is done,  or omitted to be done,  by the  Executive  in bad
faith or without  reasonable belief that the Executive's  action or omission was
in the best interest of the Company or its Affiliates.

             (c)   Any act, or failure to act, based on authority given pursuant
to a resolution  duly adopted by the Board,  upon the  instructions  of a senior
officer of the  company,  or based upon the advice of counsel for the Company or
its  Affiliates  shall be  conclusively  determined to be done, or omitted to be
done,  by the Executive in good faith and in the best interest of the Company or
its Affiliates.

             (d)   The termination of employment of the Executive shall  not  be
deemed to be for Cause  unless and until there shall have been  delivered to the
Executive a copy of a  resolution  duly adopted by the  affirmative  vote of not
less than  three-quarters  of the entire membership of the Board at a meeting of
the Board called and held for such purpose (after  reasonable notice is provided
to the  Executive  and  the  Executive,  together  with  counsel,  is  given  an
opportunity  to be heard  before the  Board),  finding  that,  in the good faith
opinion  of  the  Board,  the  Executive  is  guilty  of  conduct  described  in
subparagraph (a) above, and specifying the particulars of such conduct.

       1.8   "Change of Control" means

             (a)   The acquisition by any Person of Beneficial Ownership of  30%
or more of the  outstanding  shares  of the  Common  Stock or 30% or more of the
combined voting power of the Company's  then-outstanding  securities entitled to
vote generally in the election of directors; provide, however, that for purposes
of this Section 1.8(a), the following acquisitions shall not constitute a Change
of Control:

                   (i)   any acquisition  (other  than  a  Business  Combination
       which  constitutes a Change of Control  under  Section  1.8(c)) of Common
       Stock directly from the Company,

                   (ii)  any acquisition of Common Stock by the Company,


                                       2
<PAGE>

                   (iii) any acquisition of Common Stock by any employee benefit
       plan (or related  trust)  sponsored or  maintained  by the Company or its
       Affiliates, or

                   (iv)  any acquisition by  Alden  J.  Laborde,  his  Immediate
       Family  Members  or any  entity  controlled  by Alden J.  Laborde  or his
       Immediate Family Members; or

             (b)   individuals who,  as of the Agreement Date,  constituted  the
Incumbent  Board,  cease for any reason to constitute at least a majority of the
Board; provided,  however, that any individual becoming a director subsequent to
such  date  whose   election  or  nomination   for  election  by  the  Company's
shareholders was approved by a vote of at least two-thirds of the directors then
comprising the Incumbent Board,  unless such individual's  initial assumption of
office  occurs  as a result of an actual or  threatened  election  contest  with
respect to the election or removal of  directors  or other actual or  threatened
solicitation  of proxies or consents by or on behalf of a person  other than the
Incumbent Board; or

             (c)   a Business Combination,  provided,  however,  that in no such
case shall any such  transaction  constitute a Change of Control if  immediately
following such Business Combination:

                   (i)   the individuals and entities who  were  the  Beneficial
       Owners of the Company's outstanding Common Stock and the Company's voting
       securities  entitled  to vote  generally  in the  election  of  directors
       immediately  prior to such Business  Combination  have direct or indirect
       Beneficial  Ownership,  respectively,  of  more  than  50%  of  the  then
       outstanding  shares of Common  Stock,  and more than 50% of the  combined
       voting power of the then outstanding  voting securities  entitled to vote
       generally  in  the   election  of   directors  of  the   Post-Transaction
       Corporation;

                   (ii)  except to the extent  that such ownership existed prior
       to the Business  Combination,  no Person (excluding the  Post-Transaction
       Corporation and any employee  benefit plan or related trust of either the
       Company, the Post-Transaction  Corporation,  or any Affiliates of either)
       beneficially  owns,  directly  or  indirectly,  25% or more  of the  then
       outstanding shares of common stock of the corporation resulting from such
       Business  Combination or 25% or more of the combined  voting power of the
       then outstanding voting securities of such corporation; and

                   (iii) at least a majority of the  members  of  the  board  of
       directors  of  the  Post-Transaction  Corporation  were  members  of  the
       Incumbent Board at the time of the execution of the initial agreement, or
       of the  action of the Board of  Directors,  providing  for such  Business
       Combination; or

             (d)   approval by the shareholders of the  Company  of  a  complete
liquidation or dissolution of the Company.

       1.9   "Code" means the Internal Revenue Code of 1986, as amended.

       1.10  "Common Stock" means the common stock,  no par value per share,  of
the Company.


                                       3
<PAGE>

       1.11  "Company" means the Company as defined above and any  successor  to
or assignee of (whether direct or indirect, by purchase, merger,  consolidation,
or otherwise) all or substantially all of the assets of the Company.

       1.12  "Confidential Information"  means any  information,  knowledge,  or
data of any nature and in any form (including information that is electronically
transmitted  or stored on any form of  magnetic  or  electronic  storage  media)
relating to the past,  current,  or  prospective  business or  operations of the
Company and its Affiliates, that at the time or times concerned is not generally
known  to  persons   engaged  in  businesses   similar  to  those  conducted  or
contemplated by the Company and its Affiliates  (other than information known by
such persons  through a violation of an  obligation  of  confidentiality  to the
Company),  whether  produced by the Company and its  Affiliates  or any of their
consultants,  agents, or independent contractors or by Executive, and whether or
not marked  confidential,  including without limitation  information relating to
the Company's or its Affiliates' products and services, business plans, business
acquisitions,  processes,  product or service  research and  development  ideas,
methods or techniques,  training  methods and materials,  and other  operational
methods or  techniques,  quality  assurance  procedures or standards,  operating
procedures, files, plans, specifications,  proposals,  drawings, charts, graphs,
support data, trade secrets,  supplier lists, supplier  information,  purchasing
methods or practices, distribution and selling activities, consultants' reports,
marketing and  engineering  or other  technical  studies,  maintenance  records,
employment  or  personnel  data,  marketing  data,   strategies  or  techniques,
financial reports,  budgets,  projections,  cost analyses, price lists, formulae
and analyses,  employee lists, customer records, customer lists, customer source
lists,  proprietary computer software, and internal notes and memoranda relating
to any of the foregoing.

       1.13  "Continuation   Period"   has  the  meaning   provided  in  Section
2.3(c)(iii).

       1.14  "Disability" means a condition that would entitle the  Executive to
receive benefits under the Company's  long-term  disability  insurance policy in
effect at the time either because he is Totally Disabled or Partially  Disabled,
as such terms are defined in the Company's  policy in effect as of the Agreement
Date or as similar terms are defined in any successor policy. If the Company has
no  long-term  disability  plan in effect,  "Disability"  shall occur if (a) the
Executive  is  rendered  incapable  because  of  physical  or mental  illness of
satisfactorily  discharging his duties and responsibilities to the Company for a
period of 90  consecutive  days, (b) a duly  qualified  physician  chosen by the
Company  and  acceptable  to the  Executive  or  his  legal  representatives  so
certifies in writing, and (c) the Board determines that the Executive has become
disabled.

       1.15  "Employment Term" has the meaning provided in Section 2.1(a).

       1.16  "Expiration Date" has the meaning provided in Section 2.1(a).

       1.17  "Good Reason"  means any action or inaction  during the  Employment
Term that  constitutes a material  negative  change in the service  relationship
between the  Executive  and the Company and a material  breach by the Company of
its obligations  under the terms of this Agreement,  provided that the Executive
shall have provided  written notice to the Company within 90 days of the initial
existence  of the  condition  described  in this  Section 1.17 and such event or
condition continues uncured for a period of 30 days after written notice thereof
is given by the Executive to the Company.  A termination  by the Executive  with
Good Reason shall constitute an involuntary  termination for purposes of Section
409A of the Internal Revenue Code of 1986, as amended.


                                       4
<PAGE>

       1.18  "Immediate  Family  Members"  means the spouse  and the  natural or
adopted children or grandchildren of a specified individual.

       1.19  "Incumbent  Board" means  individuals  who, as of a specified date,
constituted the Board of Directors of the Company.

       1.20  "Person"  means a natural  person,  company,  limited  partnership,
general  partnership,  limited liability company or partnership,  joint venture,
association,  trust,  bank, trust company,  land trust,  business trust or other
organization,  whether  or not a legal  entity,  and a  government  or agency or
political subdivision thereof.

       1.21  "Post-Transaction Corporation."

             (a)   Unless a Change of Control includes a  Business  Combination,
Post-Transaction Corporation means the Company after the Change of Control.

             (b)   If a Change  of  Control  includes  a  Business  Combination,
Post-Transaction  Corporation means the corporation  resulting from the Business
Combination unless, as a result of such Business Combination, an ultimate parent
corporation  controls the Company or all or  substantially  all of the Company's
assets  either   directly  or  indirectly,   in  which  case,   Post-Transaction
Corporation shall mean such ultimate parent corporation.

       1.22  "Pro Rata Bonus" has the meaning provided in Section 2.3(a)(ii).

       1.23  "Section 409A" means Section 409A of the Code, as amended,  and the
regulations and guidance issued thereunder.

       1.24  "Termination Date" means,  if Executive's  status as an officer and
employee  is  terminated  (a) by  reason  of  Executive's  death,  the  date  of
Executive's death; (b) by reason of Disability, the date on which termination of
Executive's  status  as  an  officer  and  employee  becomes  effective  due  to
Disability;  (c) by the Company other than by reason of death or Disability, the
date of delivery of the notice of termination or any later date specified in the
notice of termination, which date will not be more than 30 days after the giving
of the notice;  or (d) by the Executive other than by reason of death,  the date
of  delivery of the notice of  termination  or any later date  specified  in the
notice of termination, which date will not be more than 30 days after the giving
of the notice.

                                   ARTICLE II
                            CHANGE OF CONTROL BENEFIT
                            -------------------------

       2.1   Employment Term and Capacity after Change of Control.

             (a)   This Agreement shall  commence  on  the  Agreement  Date  and
continue in effect through  December 31, 2010 (the  "Expiration  Date").  If the
Executive  continues  to serve as an  officer  of the  Company  and a Change  of
Control occurs on or before the Expiration Date, then the Executive's employment
term (the  "Employment  Term") shall  continue  for a period of eighteen  months
following  the  Change  of  Control,  subject  to  any  earlier  termination  of
Executive's status as an officer and employee pursuant to this Agreement.


                                       5
<PAGE>

             (b)   After a Change of Control and during the Employment Term, (i)
the Executive's  position  (including  status,  offices,  titles,  and reporting
requirements),  authority,  duties,  and  responsibilities  shall  be  at  least
commensurate in all material  respects with the most  significant of those held,
exercised,  and  assigned  at any time  during the  120-day  period  immediately
preceding  the Change of Control;  and (ii) the  Executive's  services  shall be
performed at the location where the Executive was employed immediately preceding
the Change of Control  or any  office or  location  less than 50 miles from such
location.  Executive's position, authority, duties, and responsibilities after a
Change of Control shall not be considered  commensurate in all material respects
with Executive's position,  authority,  duties, and responsibilities  prior to a
Change of Control  unless  after the Change of Control  the  Executive  holds an
equivalent position in the Post-Transaction Corporation.

       2.2   Compensation  and  Benefits.   During  the  Employment  Term,   the
Executive shall be entitled to the following compensation and benefits:

             (a)   Salary. An annual salary ("Base Salary") at the highest  rate
in effect for the  Executive at any time during the 120-day  period  immediately
preceding the Change of Control,  payable to the Executive at such  intervals no
less frequent than the most frequent  intervals in effect at any time during the
120-day period immediately preceding the Change of Control or, if more favorable
to the  Executive,  the  intervals  in  effect at any time  after the  Change of
Control for other most senior executives of the Post-Transaction Corporation and
its Affiliates.

             (b)  Bonus. Executive shall be entitled to participate in an annual
incentive  bonus  program  applicable  to other most  senior  executives  of the
Post-Transaction  Corporation  and its  Affiliates  but in no event  shall  such
program provide the Executive with incentive  opportunities  less favorable than
the most  favorable of those  provided by the Company and its Affiliates for the
Executive under the Company's annual cash plan as in effect for Executive at any
time during the 120-day period  immediately  preceding the Change of Control or,
if more favorable to the Executive,  those provided  generally at any time after
the Change of Control to other most senior  executives  of the  Post-Transaction
Corporation  and its  Affiliates.  Any such bonus shall be paid in cash no later
than two and a half months  following  the close of the fiscal year for which it
is earned.

             (c)   Fringe Benefits. The Executive shall be  entitled  to  fringe
benefits (including,  but not limited to, automobile allowance,  air travel, and
reimbursement  for club  membership  dues) in accordance with the most favorable
agreements,  plans,  practices,  programs,  and  policies of the Company and its
Affiliates  in effect for the  Executive  at any time during the 120-day  period
immediately  preceding  the  Change  of  Control  or, if more  favorable  to the
Executive,  as in effect  generally at any time thereafter with respect to other
most senior executives of the Post-Transaction Corporation and its Affiliates.


                                       6
<PAGE>

             (d)   Expenses. The Executive shall be entitled to  receive  prompt
reimbursement for all reasonable  business expenses (including food and lodging)
incurred by the  Executive in  accordance  with the most  favorable  agreements,
policies,  practices, and procedures of the Company and its Affiliates in effect
for the Executive at any time during the 120-day  period  immediately  preceding
the Change of  Control  or, if more  favorable  to the  Executive,  as in effect
generally at any time thereafter with respect to other most senior executives of
the Post-Transaction Corporation and its Affiliates.

             (e)   Incentive, Savings and Retirement Plans. The Executive  shall
be entitled to  participate  in all  incentive,  savings and  retirement  plans,
practices,  policies,  and  programs  applicable  generally to other most senior
executives of the  Post-Transaction  Corporation and its  Affiliates,  but in no
event shall such plans, practices,  policies, and programs provide the Executive
with incentive  opportunities (measured with respect to both regular and special
incentive  opportunities,  to the  extent,  if any,  that  such  distinction  is
applicable), savings opportunities and retirement benefit opportunities, in each
case,  less  favorable  than the most favorable of those provided by the Company
and its Affiliates for the Executive  under any  agreements,  plans,  practices,
policies,  and  programs  as in effect at any time  during  the  120-day  period
immediately preceding the Change of Control.

             (f)   Welfare Benefit Plans.  The  Executive  and  the  Executive's
family shall be eligible  for  participation  in and shall  receive all benefits
under welfare benefit plans,  practices,  policies, and programs provided by the
Post-Transaction Corporation and its Affiliates (including,  without limitation,
medical, prescription, dental, disability, employee life, group life, accidental
death,  and  travel  accident  insurance  plans  and  programs)  to  the  extent
applicable  generally to other most senior  executives  of the  Post-Transaction
Corporation  and its  Affiliates,  but in no event shall such plans,  practices,
policies,  and programs provide the Executive with benefits,  in each case, less
favorable than the most favorable of any agreements,  plans, practices, policies
and programs of the Company and its  Affiliates  in effect for the  Executive at
any time during the 120-day period immediately preceding the Change of Control.

             (g)   Indemnification   and   Insurance.    The    Post-Transaction
Corporation  shall indemnify the Executive,  to the fullest extent  permitted by
applicable  law,  for any and all claims  brought  against  him  arising out his
services   during  or  prior  to  the   Employment   Term.   In  addition,   the
Post-Transaction Corporation shall maintain a directors' and officers' insurance
policy covering the Executive substantially in the form of the policy maintained
by the  Company  and its  Affiliates  at any  time  during  the  120-day  period
immediately  preceding  the  Change  of  Control  or, if more  favorable  to the
Executive,  as provided  generally at any time  thereafter with respect to other
most senior executives of the Post-Transaction Corporation and its Affiliates.

             (h)   Office and Support Staff. The Executive shall be  entitled to
an office or offices of a size and with furnishings and other appointments,  and
to exclusive  personal  secretarial and other assistance,  at least equal to the
most favorable of the foregoing provided to the Executive by the Company and its
Affiliates  at any time  during the 120-day  period  immediately  preceding  the
Change of Control or, if more favorable to the Executive,  as provided generally
at any time  thereafter  with  respect to other most  senior  executives  of the
Post-Transaction Corporation and its Affiliates.

             (i)   Vacation. The Executive shall be entitled to paid vacation in
accordance with the most favorable agreements,  plans,  policies,  programs, and
practices of the Company and its  Affiliates  as in effect for the  Executive at
any time during the 120-day period  immediately  preceding the Change of Control
or, if more  favorable  to the  Executive,  as in effect  generally  at any time
thereafter with respect to other most senior executives of the  Post-Transaction
Corporation and its Affiliates.


                                       7
<PAGE>

       2.3   Obligations upon Termination After a Change of Control.

             (a)   Termination as a Result of Death, Disability,  or Retirement.
If,  after  a  Change  of  Control  and  during  the  Employment  Term,  (1) the
Executive's  status as an officer and  employee is  terminated  by reason of the
Executive's  death,  (2)  the   Post-Transaction   Corporation   terminates  the
Executive's  status  as  an  officer  and  employee  by  reason  of  Executive's
Disability, or (3) the Executive retires and terminates his status as an officer
and employee, then, subject to Section 2.3(f) and, if applicable,  the six-month
delay set forth in Section 2.7:

                   (i)   the Post-Transaction Corporation or an  Affiliate  will
       pay to the Executive or his legal  representatives  the Executive's  Base
       Salary earned through the  Termination  Date to the extent not previously
       paid (the "Accrued Salary");

                   (ii)  the Post-Transaction Corporation or an  Affiliate  will
       pay to the Executive or his legal  representatives a pro rata bonus in an
       amount  determined  by (1)  calculating  the average of the annual  bonus
       received by the  Executive in the three most  recently  completed  fiscal
       years prior to the  Termination  Date,  then (2)  multiplying  such bonus
       amount by the  fraction  obtained by  dividing  the number of days in the
       year through the Termination Date by 365 (the "Pro Rata Bonus"); and

                   (iii) the Post-Transaction Corporation or an  Affiliate  will
       pay  or  deliver,  as  appropriate,  all  other  benefits  earned  by the
       Executive  or accrued for his benefit  pursuant to any  employee  benefit
       plans  maintained by the  Post-Transaction  Corporation or its Affiliates
       with  respect  to  services  rendered  by  the  Executive  prior  to  the
       Termination Date.

             (b)   Termination by Company for Cause; by Executive for other than
Good Reason.  If, after a Change of Control and during the Employment  Term, the
Executive's   status  as  an  officer  and   employee  is   terminated   by  the
Post-Transaction  Corporation or an Affiliate for Cause, or by the Executive for
other than Good Reason, the  Post-Transaction  Corporation or Affiliate will pay
to the Executive the Accrued Salary without further  obligation to the Executive
other than for obligations by law and obligations for any benefits earned by the
Executive  or accrued for his benefit  pursuant to any  employee  benefit  plans
maintained  by the  Post-Transaction  Corporation  or Affiliate  with respect to
services rendered by the Executive prior to the Termination Date.

             (c)   Termination  by  Company  for  Reasons  Other   than   Death,
Disability, or Retirement; Termination by Executive for Good Reason. If, after a
Change of Control  and  during the  Employment  Term,  (1) the  Post-Transaction
Corporation or an Affiliate  terminates the Executive's status as an officer and
employee  other than for  Cause,  death,  or  Disability,  or (2) the  Executive
terminates his status as an officer and employee for Good Reason,  then, subject
to Section 2.3(f):


                                       8
<PAGE>

                   (i)   The Post-Transaction Corporation or an  Affiliate  will
       pay to the Executive the Accrued Salary;

                   (ii)  The Post-Transaction Corporation or an  Affiliate  will
       pay to the Executive in a lump sum in cash on the first business day that
       is more  than six  months  after  the  Termination  Date (A) the Pro Rata
       Bonus, and (B) an amount equal to one and one-half (1.5) times the sum of
       (x) the Executive's Base Salary in effect at the Termination Date and (y)
       the highest annual bonus awarded to the Executive during the three fiscal
       years immediately preceding the Termination Date;

                   (iii) For the period commencing on the Termination  Date  and
       ending on the earlier of (A)  December  31st of the first  calendar  year
       following the calendar year in which the Termination Date occurs,  or (B)
       the date that the Executive  accepts new  employment  (the  "Continuation
       Period"),  the  Post-Transaction  Corporation or an Affiliate will at its
       expense  maintain and administer  for the continued  benefit of Executive
       all insurance and welfare  benefit plans in which  Executive was entitled
       to participate as an employee as of the Termination  Date;  provided that
       Executive's  continued  participation is possible under the general terms
       and provisions of such plans and all applicable laws. If the Executive is
       a "specified employee" governed by Section 2.7 hereof, to the extent that
       any benefits provided to the Executive under this Section 2.3(c)(iii) are
       taxable to the Executive,  then, with the exception of nontaxable medical
       insurance  benefits,  the value of the  aggregate  amount of such taxable
       benefits provided to the Executive  pursuant to this Section  2.3(c)(iii)
       during the  six-month  period  following  the  Termination  Date shall be
       limited to the amount  specified by Section  402(g)(1)(B) of Code for the
       year in which the termination occurred.  The Executive shall pay the cost
       of any benefits that exceed the amount specified in the previous sentence
       during the six month period following the date of termination,  and shall
       be reimbursed  in full by the Company  during the seventh month after the
       Termination  Date. The coverage and benefits  (including  deductibles and
       costs)  provided  under any such  benefit  plan in  accordance  with this
       paragraph  during the  Continuation  Period will be no less  favorable to
       Executive  than the most  favorable of such  coverages and benefits as of
       the Termination  Date. If Executive's  participation  in any such benefit
       plan  is   barred  or  any  such   benefit   plan  is   terminated,   the
       Post-Transaction Corporation or its Affiliate will provide Executive with
       benefits  substantially similar or comparable in value to those Executive
       would  otherwise  have been entitled to receive under such plans.  At the
       end of the  Continuation  Period,  the Executive  will have the option to
       have  assigned  to him, at no cost and with no  apportionment  of prepaid
       premiums,   any  assignable   insurance  owned  by  the  Post-Transaction
       Corporation or its Affiliate that relates  specifically to the Executive.
       To the maximum  extent  permitted by law, the Executive  will be eligible
       for coverage under COBRA at the end of the Continuation Period or earlier
       cessation  of the  Post-Transaction  Corporation's  obligation  under the
       foregoing provisions of this paragraph;

                   (iv)  All benefits that the Executive is entitled to  receive
       pursuant to benefit plans maintained by the Post-Transaction  Corporation
       or an Affiliate  under which benefits are calculated  based upon years of
       service or age will be  calculated  by treating  the  Executive as having
       attained one and  one-half  (1.5)  additional  years of age and as having
       provided one and  one-half  (1.5)  additional  years of service as of the
       Termination Date; and


                                       9
<PAGE>

                   (v)   The Post-Transaction Corporation or an  Affiliate  will
       pay  or  deliver,  as  appropriate,  all  other  benefits  earned  by the
       Executive  or accrued for his benefit  pursuant to any  employee  benefit
       plans  maintained by the  Post-Transaction  Corporation or Affiliate with
       respect to services  rendered by the Executive  prior to the  Termination
       Date.

             (d)   Resignation from Board of Directors.  If the Executive  is  a
director of the  Post-Transaction  Corporation  or any of its Affiliates and his
status as an officer and employee is terminated for any reason other than death,
the  Executive   will,  if  requested  by  the   Post-Transaction   Corporation,
immediately  resign as a director of the  Post-Transaction  Corporation  and its
Affiliates.  If such  resignation is not received  within 20 business days after
the  Executive  actually  receives  written  notice  from  the  Post-Transaction
Corporation requesting the resignation,  the Executive will forfeit any right to
receive any payments pursuant to this Agreement.

             (e)   Nondisclosure  and  Proprietary  Rights.    The  rights   and
obligations  of the Company and the  Executive  contained  in Article III hereof
will  continue  to apply  notwithstanding  a  termination  following a Change of
Control.

             (f)   Most Favorable Benefits. It is the intention of  the  parties
that the terms of this Agreement  provide payments and benefits to the Executive
that are  equivalent  or more  beneficial  to the  Executive  than are otherwise
available to the  Executive  under the terms of any  applicable  benefit plan or
related  compensation  agreement.  To that end, the terms of the Agreement shall
govern the payments and benefits to which the  Executive  shall be entitled upon
the termination of the Executive's status as an officer and employee as provided
herein,  except  that if the terms of any  applicable  benefit  plan or  related
compensation agreement provide more favorable benefits to the Executive than are
provided hereunder, the terms of such plan or agreement shall control.

       2.4   Excise Tax Provision.

             (a)   Notwithstanding any other provisions of this Agreement,  if a
Change of Control occurs during the original or extended term of this Agreement,
in the event that any  payment  or benefit  received  or to be  received  by the
Executive  in  connection  with the  Change of  Control  of the  Company  or the
termination  of the  Executive's  employment  under this  Agreement or any other
agreement between the Company and the Executive (all such payments and benefits,
including  the  payments  and  benefits  under  Section  2.3(c)  hereof,   being
hereinafter  called "Total Payments") would be subject (in whole or in part), to
an excise tax imposed by section 4999 of the Code (the "Excise  Tax"),  then the
cash  payments  under  Section  2.3(c)  hereof  shall first be reduced,  and the
noncash  payments and benefits under the other sections hereof shall  thereafter
be reduced,  to the extent necessary so that no portion of the Total Payments is
subject to the Excise Tax but only if (A) the net amount of such Total Payments,
as so reduced (and after subtracting the net amount of federal,  state and local
income and employment  taxes on such reduced Total  Payments) is greater than or
equal to (B) the net amount of such Total  Payments  without such reduction (but
after  subtracting  the net  amount  of  federal,  state and  local  income  and
employment  taxes on such Total  Payments  and the amount of Excise Tax to which
the  Employee  would be subject in respect of such  unreduced  Total  Payments);
provided, however, that the Executive may elect to have the noncash payments and
benefits  hereof  reduced (or  eliminated)  prior to any  reduction  of the cash
payments under Section 2.3(c) hereof.


                                       10
<PAGE>

             (b)   For purposes of determining whether and the extent  to  which
the Total  Payments  will be subject to the  Excise  Tax,  (i) no portion of the
Total Payments the receipt or enjoyment of which the Executive shall have waived
at such time and in such  manner as not to  constitute  a  "payment"  within the
meaning of section  280G(b)  of the Code  shall be taken into  account,  (ii) no
portion of the Total Payments shall be taken into account which,  in the opinion
of tax counsel  ("Tax  Counsel")  reasonably  acceptable  to the  Executive  and
selected by the accounting firm (the "Auditor") which was,  immediately prior to
a Change of Control or other event  giving rise to a potential  Excise Tax,  the
Company's  independent auditor, does not constitute a "parachute payment" within
the meaning of section  280G(b)(2)  of the Code  (including by reason of section
280G(b)(4)(A)  of the Code) and,  in  calculating  the Excise Tax, no portion of
such Total  Payments  shall be taken into account  which,  in the opinion of Tax
Counsel,  constitutes  reasonable  compensation for services actually  rendered,
within the meaning of section  280G(b)(4)(B) of the Code, in excess of the "Base
Amount"  (within  the  meaning  set  forth in  section  280G(b)(3)  of the Code)
allocable to such reasonable  compensation,  and (iii) the value of any non cash
benefit or any deferred  payment or benefit included in the Total Payments shall
be  determined  by the Auditor in  accordance  with the  principles  of sections
280G(d)(3) and (4) of the Code.

             (c)   At the time that payments are made under this Agreement,  the
Post-Transaction   Corporation  shall  provide  the  Executive  with  a  written
statement  setting forth the manner in which such payments were  calculated  and
the basis for such calculations including,  without limitation,  any opinions or
other advice the Post-Transaction Corporation has received from Tax Counsel, the
Auditor, or other advisors or consultants (and any such opinions or advice which
are in writing shall be attached to the statement).

       2.5   Stock  Options;  Restricted  Stock.   The  foregoing  benefits  are
intended to be in addition to the value of any options to acquire  Common  Stock
of the Company, the exercisability of which is accelerated pursuant to the terms
of any stock  option  agreement,  any  restricted  stock the vesting of which is
accelerated  pursuant to the terms of the restricted  stock  agreement,  and any
other incentive or similar plan heretofore or hereafter adopted by the Company.

       2.6   Legal Fees. The Company agrees to pay as incurred  all  legal  fees
and expenses that the Executive may reasonably  incur as a result of any contest
(regardless of the outcome  thereof) by the Company,  the Executive or others of
the validity or  enforceability  of, or liability  under,  any provision of this
Agreement  (including  as a result of any  contest  by the  Executive  about the
amount or timing of any payment pursuant to this Agreement).

       2.7   Section 409A.

             (a)   It is the intention of the parties that payments or  benefits
payable  under  this  Agreement  not be subject to the  additional  tax  imposed
pursuant  to  Section  409A,  and the  provisions  of this  Agreement  shall  be
construed and  administered  in accordance  with such intent.  To the extent any
potential payments or benefits could become subject to Section 409A, the parties
shall  cooperate to amend this  Agreement  with the goal of giving the Executive
the economic benefits  described herein in a manner that does not result in such
tax being imposed.  If the parties are unable to agree on a mutually  acceptable
amendment,  the Company may, without the Executive's  consent and in such manner
as it deems appropriate,  amend or modify this Agreement or delay the payment of
any amounts  hereunder to the minimum extent  necessary to meet the requirements
of Section 409A.


                                       11
<PAGE>

             (b)   No payments or benefits provided herein that are paid because
of a termination of employment  under  circumstances  described  herein shall be
paid,  unless such termination of employment also constitutes a "separation from
service" within the meaning of Section 409A.

             (c)   If Executive is a "specified employee," any payments  payable
as a result of Executive's  termination of employment (other than as a result of
death)  shall not be payable  before the earlier of (i) the first  business  day
that is more than six months after  Executive's  Termination Date, (ii) the date
of  Executive's  death,  or (iii)  the date  that  otherwise  complies  with the
requirements of Section 409A.  "Specified  employee" shall mean the Executive if
the Executive is a key employee under Treasury  Regulations  Section 1.409A-1(i)
because  of final and  binding  action  taken by the  Board or its  compensation
committee, or by operation of law or such regulation.

             (d)   No acceleration of payments and benefits provided for in this
Agreement shall be permitted, except that the Company may accelerate payment, if
permitted by Section 409A, as necessary to allow the Executive to pay FICA taxes
on amounts payable  hereunder and additional taxes resulting from the payment of
such FICA amount, or as necessary to pay taxes and penalties arising as a result
of the payments  provided for in this Agreement failing to meet the requirements
of Section  409A.  In no event  shall the  Executive,  directly  or  indirectly,
designate the calendar year of payment.

             (e)   To the extent that the amounts payable under this  Article II
are  reimbursements  and other  separation  payments  described  under  Treasury
Regulations  Section  1.409A-1(b)(9)(v),  such  payments  do not provide for the
deferral  of  compensation.  If  they do  constitute  deferral  of  compensation
governed by Section 409A, they shall be deemed to be  reimbursements  or in-kind
benefits governed by Treasury  Regulations  Section  1.409A-3(i)(1)(iv).  If the
previous sentence applies, (i) the amount of expenses eligible for reimbursement
or in-kind  benefits  provided  during the  Executive's  taxable  year shall not
affect the expenses  eligible for reimbursement or in-kind benefits in any other
taxable year, (ii) the  reimbursement  of an eligible expense must be made on or
before the last day of the  Executive's  taxable year following the taxable year
in which the  expense  was  incurred,  and (iii) the right to  reimbursement  or
in-kind  benefits  shall not be subject to  liquidation  or exchange for another
benefit.

                                  ARTICLE III
                      NONDISCLOSURE AND PROPRIETARY RIGHTS
                      ------------------------------------

       3.1   Non-disclosure of Confidential Information. Executive will  hold in
a fiduciary capacity for the benefit of the Company all Confidential Information
obtained by Executive during Executive's  employment  (whether prior to or after
the Agreement Date) and will use such Confidential Information solely within the
scope of his employment with and for the exclusive benefit of the Company. For a
period of two years  after the  Termination  Date,  Executive  agrees (a) not to
communicate,  divulge or make  available to any person or entity (other than the
Company)  any such  Confidential  Information,  except  upon the  prior  written
authorization of the Company or as may be required by law or legal process;  and
(b) to deliver  promptly  to the  Company any  Confidential  Information  in his
possession,  including  any  duplicates  thereof and any notes or other  records
Executive has prepared with respect thereto. In the event that the provisions of
any applicable law or the order of any court would require Executive to disclose
or otherwise make available any  Confidential  Information,  Executive will give
the Company  prompt prior  written  notice of such  required  disclosure  and an
opportunity  to  contest  the  requirement  of such  disclosure  or apply  for a
protective  order with respect to such  Confidential  Information by appropriate
proceedings.


                                       12
<PAGE>

       3.2   Injunctive Relief; Other Remedies.  Executive  acknowledges  that a
breach by Executive of Section 3.1 would cause immediate and irreparable harm to
the  Company  for which an  adequate  monetary  remedy  does not  exist;  hence,
Executive  agrees  that,  in the  event  of a breach  or  threatened  breach  by
Executive  of the  provisions  of Section  3.1,  the Company will be entitled to
injunctive  relief  restraining   Executive  from  such  violation  without  the
necessity  of proof of actual  damage  or the  posting  of any  bond,  except as
required by non waivable,  applicable  law.  Nothing  herein,  however,  will be
construed as prohibiting the Company from pursuing any other remedy at law or in
equity to which the Company may be entitled under applicable law in the event of
a breach or threatened breach of this Agreement by Executive,  including without
limitation the recovery of damages and/or costs and expenses, such as reasonable
attorneys'  fees,  incurred  by the  Company  as a result of any such  breach or
threatened  breach. In addition to the exercise of the foregoing  remedies,  the
Company will have the right upon the occurrence of any such breach to offset the
damages of such breach as determined by the Company,  against any unpaid salary,
bonus,   commissions,   or  reimbursements   otherwise  owed  to  Executive.  In
particular,  Executive  acknowledges that the payments provided under Article II
are conditioned upon Executive fulfilling the nondisclosure agreements contained
in this Article III. If Executive at any time materially breaches  nondisclosure
agreements  contained  in this  Article  III,  then the  Company  may offset the
damages of such breach,  as determined  solely by the Company,  against payments
otherwise due to Executive under Article II or, at the Company's option, suspend
payments  otherwise due to Executive  under Article II during the period of such
breach.  Executive  acknowledges  that any such offset or suspension of payments
would be an exercise of the Company's right to offset or suspend its performance
hereunder upon Executive's  breach of this Agreement;  such offset or suspension
of  payments  would  not  constitute,  and shall not be  characterized  as,  the
imposition of liquidated damages.

       3.3   Governing Law of this Article III;  Consent  to  Jurisdiction.  Any
dispute  regarding the  reasonableness of the covenants and agreements set forth
in this  Article III or  duration  thereof,  or the  remedies  available  to the
Company upon any breach of such  covenants and  agreements,  will be governed by
and interpreted in accordance with the laws of the State of the United States or
other jurisdiction in which the alleged prohibited  disclosure occurs, and, with
respect to each such dispute,  the Company and Executive  each hereby consent to
the  jurisdiction  of the state and federal courts sitting in the relevant State
(or, in the case of any  jurisdiction  outside the United  States,  the relevant
courts of such  jurisdiction)  for  resolution of such  dispute,  and agree that
service of process may be made upon him or it in any legal  proceeding  relating
to this Article III by any means allowed under the laws of such jurisdiction.


                                       13
<PAGE>

       3.4   Executive's  Understanding  of  this   Article.   Executive  hereby
represents  to the Company  that he has read and  understands,  and agrees to be
bound  by,  the  terms of this  Article  III.  Executive  acknowledges  that the
duration  of the  covenants  contained  in  Article  III are the result of arm's
length  bargaining and are fair and reasonable in light of (a) the importance of
the  functions  performed by Executive  and the length of time it would take the
Company to find and train a suitable  replacement,  and (b) Executive's level of
control over and contact with the business and operations of the Company and its
Affiliates in various  jurisdictions where same are conducted.  It is the desire
and intent of the parties that the  provisions of this  Agreement be enforced to
the fullest extent  permitted under  applicable law, whether now or hereafter in
effect and,  therefore,  to the extent  permitted by applicable law, the parties
hereto waive any provision of applicable  law that would render any provision of
this Article III invalid or unenforceable.

                                   ARTICLE IV
                                  MISCELLANEOUS
                                  -------------

       4.1   Binding Effect; Successors.

             (a)   This Agreement shall be binding upon and inure to the benefit
of the Company and any of its successors or assigns.

             (b)   This Agreement is personal to the Executive and shall not  be
assignable by the Executive  without the consent of the Company  (there being no
obligation  to give such  consent)  other than such  rights or  benefits  as are
transferred by will or the laws of descent and distribution.

             (c)   The Company shall require any successor  to  or  assignee  of
(whether direct or indirect, by purchase, merger,  consolidation,  or otherwise)
all or  substantially  all of the assets or  businesses  of the  Company  (i) to
assume unconditionally and expressly this Agreement and (ii) to agree to perform
or to cause to be performed all of the  obligations  under this Agreement in the
same  manner and to the same  extent as would have been  required of the Company
had no assignment or succession  occurred,  such assumption to be set forth in a
writing reasonably satisfactory to the Executive.

             (d)   The Company shall also require all entities that  control  or
that after the transaction will control  (directly or indirectly) the Company or
any such  successor  or  assignee to agree to cause to be  performed  all of the
obligations  under this  Agreement,  such agreement to be set forth in a writing
reasonably satisfactory to the Executive.

       4.2   Notices. All notices hereunder must  be  in  writing  and,   unless
otherwise  specifically  provided herein, will be deemed to have been given upon
receipt of delivery by: (a) hand (against a receipt therefor),  (b) certified or
registered mail,  postage prepaid,  return receipt  requested,  (c) a nationally
recognized  overnight  courier  service  (against  a  receipt  therefor)  or (d)
telecopy  transmission  with  confirmation of receipt.  All such notices must be
addressed as follows:


                                       14
<PAGE>

             If to the Company:

                   Gulf Island Fabrication, Inc.
                   Attn: Kerry J. Chauvin, Chairman and CEO
                   583 Thompson Road
                   Houma, Louisiana  70363

             If to the Executive:

                   Kirk J. Meche

                   ------------------------------

                   ------------------------------

or such other  address as to which any party hereto may have  notified the other
in writing.

       4.3   Governing Law.  Except as  provided  in  Article III  hereof,  this
Agreement shall be construed and enforced in accordance with and governed by the
internal laws of the State of Louisiana without regard to principles of conflict
of laws.

       4.4   Withholding. The Executive agrees that the Company has the right to
withhold,  from the  amounts  payable  pursuant to this  Agreement,  all amounts
required to be withheld under applicable  income and/or  employment tax laws, or
as  otherwise  stated in  documents  granting  rights that are  affected by this
Agreement.

       4.5   Amendment; Waiver. No provision of this Agreement may be  modified,
amended,  or waived except by an  instrument in writing  signed by both parties,
unless permitted by Section 2.7(a).

       4.6   Severability. If any term or provision of this  Agreement,  or  the
application  thereof to any person or circumstance,  shall at any time or to any
extent be invalid, illegal or unenforceable in any respect as written, Executive
and the Company  intend for any court  construing  this  Agreement  to modify or
limit such  provision  so as to render it valid and  enforceable  to the fullest
extent  allowed  by law.  Any such  provision  that is not  susceptible  of such
reformation  shall be ignored  so as to not  affect any other term or  provision
hereof, and the remainder of this Agreement,  or the application of such term or
provision  to persons or  circumstances  other than those as to which it is held
invalid,  illegal or unenforceable,  shall not be affected thereby and each term
and  provision  of this  Agreement  shall be valid and  enforced  to the fullest
extent permitted by law.

       4.7   Waiver of Breach. The waiver by either  party of a  breach  of  any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.

       4.8   Remedies Not Exclusive. No remedy specified herein shall be  deemed
to be such party's exclusive remedy, and accordingly,  in addition to all of the
rights and remedies  provided for in this Agreement,  the parties shall have all
other  rights  and  remedies  provided  to  them  by  applicable  law,  rule  or
regulation.

       4.9   Company's  Reservation  of  Rights.   Executive   acknowledges  and
understands  that the Executive serves at the pleasure of the Board and that the
Company has the right at any time to terminate Executive's status as an employee
of the Company or any of its  Affiliates,  or to change or  diminish  his status
during the Employment Term,  subject to the rights of the Executive to claim the
benefits conferred by this Agreement.


                                       15
<PAGE>

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

                                    * * * * *

       IN WITNESS  WHEREOF,  the  Company  and the  Executive  have  caused this
Agreement to be executed as of the Agreement Date.

                                         GULF ISLAND FABRICATION, INC.

                                         /s/ Alden J. Laborde
                                         ---------------------------------------
                                         Alden J. Laborde
                                         Chairman, Compensation Committee


                                         EXECUTIVE

                                         /s/ Kirk J. Meche
                                         ---------------------------------------
                                         Kirk J. Meche


                                       16
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>a5990385ex99_3.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>
                                                                    Exhibit 99.3

                           CHANGE OF CONTROL AGREEMENT



       This Change of Control  Agreement (the  "Agreement")  between Gulf Island
Fabrication, Inc., a Louisiana corporation (the "Company"), and Robin A. Seibert
(the "Executive") is dated effective June 17, 2009 (the "Agreement Date").

                                   ARTICLE I
                                   DEFINITIONS
                                   -----------

       Whenever the following terms are used in this Agreement,  they shall have
the  meaning  specified  below  unless  the  context  clearly  indicates  to the
contrary.  The singular  pronoun  shall  include the plural where the context so
indicates.

       1.1   "Accrued Salary" has the meaning provided in Section 2.3(a)(i).

       1.2   "Affiliate" of any  Person  means  any  other  Person  directly  or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with such Person.  For purposes of this definition,  "control" means the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  and  policies of such  person or entity,  whether
through  the  ownership  of  voting  securities  or  otherwise;  and  the  terms
"controlling" and "controlled" shall have correlative meanings.

       1.3   "Base Salary" has the meaning provided in Section 2.2(a).

       1.4   "Beneficial Owner"  (and  variants  thereof)  with  respect  to   a
security,  means a Person who,  directly or  indirectly  (through any  contract,
understanding,  relationship, or otherwise) has or shares (a) the power to vote,
or direct of the voting of, the security, and (b) the power to dispose of, or to
direct the disposition of, the security.

       1.5   "Board" means the Board of Directors of the Company.

       1.6   "Business Combination" means the consummation of a  reorganization,
merger or  consolidation  (including a merger or consolidation of the Company or
any direct or indirect subsidiary of the Company),  or sale or other disposition
of all or substantially all of the assets of the Company.

       1.7   "Cause."

             (a)   "Cause" means:

                   (i)   the  Executive's  willful  and  continued  failure   to
       perform  substantially  the  Executive's  duties  with the Company or its
       Affiliates  (other than any such failure resulting from incapacity due to
       physical  or mental  illness),  after a written  demand  for  substantial
       performance   is  delivered  to  the   Executive  by  the  Board,   which
       specifically  identifies  the manner in which the Board believes that the
       Executive has not substantially performed the Executive's duties;


<PAGE>

                   (ii)  the willful engaging in conduct  that  is  demonstrably
       and  materially  injurious  to the  Company  or  any  of its  Affiliates,
       monetarily or otherwise;

                   (iii) unauthorized acts or omissions by  the  Executive  that
       could  reasonably  be expected to cause  material  financial  harm to the
       Company or materially disrupt Company operations;

                   (iv)  commission by the Executive of  an  act  of  dishonesty
       (even if not a crime) resulting in the enrichment of the Executive at the
       expense of the Company;

                   (v)   the  Executive's  knowing   falsification  or   knowing
       attempted  falsification of financial records of the Company in violation
       of SEC Rule 13b2-1; or

                   (vi)  the final conviction of the Executive or an entering of
       a guilty plea or a plea of no contest by the Executive to a felony.

             (b)   For purposes of subparagraphs  (a)(i) and (a)(ii)  above,  no
act or  failure  to act,  on the  part of the  Executive,  shall  be  considered
"willful"  unless it is done,  or omitted to be done,  by the  Executive  in bad
faith or without  reasonable belief that the Executive's  action or omission was
in the best interest of the Company or its Affiliates.

             (c)   Any act, or failure to act, based on authority given pursuant
to a resolution  duly adopted by the Board,  upon the  instructions  of a senior
officer of the  company,  or based upon the advice of counsel for the Company or
its  Affiliates  shall be  conclusively  determined to be done, or omitted to be
done,  by the Executive in good faith and in the best interest of the Company or
its Affiliates.

             (d)   The termination of employment of the Executive shall  not  be
deemed to be for Cause  unless and until there shall have been  delivered to the
Executive a copy of a  resolution  duly adopted by the  affirmative  vote of not
less than  three-quarters  of the entire membership of the Board at a meeting of
the Board called and held for such purpose (after  reasonable notice is provided
to the  Executive  and  the  Executive,  together  with  counsel,  is  given  an
opportunity  to be heard  before the  Board),  finding  that,  in the good faith
opinion  of  the  Board,  the  Executive  is  guilty  of  conduct  described  in
subparagraph (a) above, and specifying the particulars of such conduct.

       1.8   "Change of Control" means

             (a)   The acquisition by any Person of Beneficial Ownership  of 30%
or more of the  outstanding  shares  of the  Common  Stock or 30% or more of the
combined voting power of the Company's  then-outstanding  securities entitled to
vote generally in the election of directors; provide, however, that for purposes
of this Section 1.8(a), the following acquisitions shall not constitute a Change
of Control:

                   (i)   any acquisition  (other  than  a  Business  Combination
       which  constitutes a Change of Control  under  Section  1.8(c)) of Common
       Stock directly from the Company,

                   (ii)  any acquisition of Common Stock by the Company,


                                       2
<PAGE>

                   (iii) any acquisition of Common Stock by any employee benefit
       plan (or related  trust)  sponsored or  maintained  by the Company or its
       Affiliates, or

                   (iv)  any acquisition  by  Alden J. Laborde,  his   Immediate
       Family  Members  or any  entity  controlled  by Alden J.  Laborde  or his
       Immediate Family Members; or

             (b)   individuals who, as of the  Agreement Date,  constituted  the
Incumbent  Board,  cease for any reason to constitute at least a majority of the
Board; provided,  however, that any individual becoming a director subsequent to
such  date  whose   election  or  nomination   for  election  by  the  Company's
shareholders was approved by a vote of at least two-thirds of the directors then
comprising the Incumbent Board,  unless such individual's  initial assumption of
office  occurs  as a result of an actual or  threatened  election  contest  with
respect to the election or removal of  directors  or other actual or  threatened
solicitation  of proxies or consents by or on behalf of a person  other than the
Incumbent Board; or

             (c)   a Business Combination, provided, however,  that in  no  such
case shall any such  transaction  constitute a Change of Control if  immediately
following such Business Combination:

                   (i)   the individuals and entities who  were  the  Beneficial
       Owners of the Company's outstanding Common Stock and the Company's voting
       securities  entitled  to vote  generally  in the  election  of  directors
       immediately  prior to such Business  Combination  have direct or indirect
       Beneficial  Ownership,  respectively,  of  more  than  50%  of  the  then
       outstanding  shares of Common  Stock,  and more than 50% of the  combined
       voting power of the then outstanding  voting securities  entitled to vote
       generally  in  the   election  of   directors  of  the   Post-Transaction
       Corporation;

                   (ii)  except to the extent that such ownership existed  prior
       to the Business  Combination,  no Person (excluding the  Post-Transaction
       Corporation and any employee  benefit plan or related trust of either the
       Company, the Post-Transaction  Corporation,  or any Affiliates of either)
       beneficially  owns,  directly  or  indirectly,  25% or more  of the  then
       outstanding shares of common stock of the corporation resulting from such
       Business  Combination or 25% or more of the combined  voting power of the
       then outstanding voting securities of such corporation; and

                   (iii) at least a majority of the  members  of  the  board  of
       directors  of  the  Post-Transaction  Corporation  were  members  of  the
       Incumbent Board at the time of the execution of the initial agreement, or
       of the  action of the Board of  Directors,  providing  for such  Business
       Combination; or

             (d)   approval by the shareholders of the  Company  of  a  complete
liquidation or dissolution of the Company.

       1.9   "Code" means the Internal Revenue Code of 1986, as amended.

       1.10   "Common Stock" means the common stock, no par value per share,  of
the Company.


                                       3
<PAGE>

       1.11  "Company" means the Company as defined above and any  successor  to
or assignee of (whether direct or indirect, by purchase, merger,  consolidation,
or otherwise) all or substantially all of the assets of the Company.

       1.12  "Confidential Information"  means any  information,  knowledge,  or
data of any nature and in any form (including information that is electronically
transmitted  or stored on any form of  magnetic  or  electronic  storage  media)
relating to the past,  current,  or  prospective  business or  operations of the
Company and its Affiliates, that at the time or times concerned is not generally
known  to  persons   engaged  in  businesses   similar  to  those  conducted  or
contemplated by the Company and its Affiliates  (other than information known by
such persons  through a violation of an  obligation  of  confidentiality  to the
Company),  whether  produced by the Company and its  Affiliates  or any of their
consultants,  agents, or independent contractors or by Executive, and whether or
not marked  confidential,  including without limitation  information relating to
the Company's or its Affiliates' products and services, business plans, business
acquisitions,  processes,  product or service  research and  development  ideas,
methods or techniques,  training  methods and materials,  and other  operational
methods or  techniques,  quality  assurance  procedures or standards,  operating
procedures, files, plans, specifications,  proposals,  drawings, charts, graphs,
support data, trade secrets,  supplier lists, supplier  information,  purchasing
methods or practices, distribution and selling activities, consultants' reports,
marketing and  engineering  or other  technical  studies,  maintenance  records,
employment  or  personnel  data,  marketing  data,   strategies  or  techniques,
financial reports,  budgets,  projections,  cost analyses, price lists, formulae
and analyses,  employee lists, customer records, customer lists, customer source
lists,  proprietary computer software, and internal notes and memoranda relating
to any of the foregoing.

       1.13  "Continuation  Period"  has  the  meaning   provided   in   Section
2.3(c)(iii).

       1.14  "Disability"  means a condition that would entitle the Executive to
receive benefits under the Company's  long-term  disability  insurance policy in
effect at the time either because he is Totally Disabled or Partially  Disabled,
as such terms are defined in the Company's  policy in effect as of the Agreement
Date or as similar terms are defined in any successor policy. If the Company has
no  long-term  disability  plan in effect,  "Disability"  shall occur if (a) the
Executive  is  rendered  incapable  because  of  physical  or mental  illness of
satisfactorily  discharging his duties and responsibilities to the Company for a
period of 90  consecutive  days, (b) a duly  qualified  physician  chosen by the
Company  and  acceptable  to the  Executive  or  his  legal  representatives  so
certifies in writing, and (c) the Board determines that the Executive has become
disabled.

       1.15  "Employment Term" has the meaning provided in Section 2.1(a).

       1.16  "Expiration Date" has the meaning provided in Section 2.1(a).

       1.17  "Good Reason" means any action or inaction  during  the  Employment
Term that  constitutes a material  negative  change in the service  relationship
between the  Executive  and the Company and a material  breach by the Company of
its obligations  under the terms of this Agreement,  provided that the Executive
shall have provided  written notice to the Company within 90 days of the initial
existence  of the  condition  described  in this  Section 1.17 and such event or
condition continues uncured for a period of 30 days after written notice thereof
is given by the Executive to the Company.  A termination  by the Executive  with
Good Reason shall constitute an involuntary  termination for purposes of Section
409A of the Internal Revenue Code of 1986, as amended.


                                       4
<PAGE>

       1.18  "Immediate Family Members"  means the  spouse  and the  natural  or
adopted children or grandchildren of a specified individual.

       1.19  "Incumbent Board" means individuals who,  as of a  specified  date,
constituted the Board of Directors of the Company.

       1.20  "Person"  means a natural  person,  company,  limited  partnership,
general  partnership,  limited liability company or partnership,  joint venture,
association,  trust,  bank, trust company,  land trust,  business trust or other
organization,  whether  or not a legal  entity,  and a  government  or agency or
political subdivision thereof.

       1.21  "Post-Transaction Corporation."

             (a)   Unless a Change of Control includes a  Business  Combination,
Post-Transaction Corporation means the Company after the Change of Control.

             (b)   If a  Change  of  Control  includes a  Business  Combination,
Post-Transaction  Corporation means the corporation  resulting from the Business
Combination unless, as a result of such Business Combination, an ultimate parent
corporation  controls the Company or all or  substantially  all of the Company's
assets  either   directly  or  indirectly,   in  which  case,   Post-Transaction
Corporation shall mean such ultimate parent corporation.

       1.22  "Pro Rata Bonus" has the meaning provided in Section 2.3(a)(ii).

       1.23  "Section  409A" means Section 409A of the Code, as amended, and the
regulations and guidance issued thereunder.

       1.24  "Termination Date" means, if Executive's status as an  officer  and
employee  is  terminated  (a) by  reason  of  Executive's  death,  the  date  of
Executive's death; (b) by reason of Disability, the date on which termination of
Executive's  status  as  an  officer  and  employee  becomes  effective  due  to
Disability;  (c) by the Company other than by reason of death or Disability, the
date of delivery of the notice of termination or any later date specified in the
notice of termination, which date will not be more than 30 days after the giving
of the notice;  or (d) by the Executive other than by reason of death,  the date
of  delivery of the notice of  termination  or any later date  specified  in the
notice of termination, which date will not be more than 30 days after the giving
of the notice.

                                   ARTICLE II
                            CHANGE OF CONTROL BENEFIT
                            -------------------------

       2.1   Employment Term and Capacity after Change of Control.

             (a)   This Agreement  shall  commence  on the  Agreement  Date  and
continue in effect through  December 31, 2010 (the  "Expiration  Date").  If the
Executive  continues  to serve as an  officer  of the  Company  and a Change  of
Control occurs on or before the Expiration Date, then the Executive's employment
term (the  "Employment  Term") shall  continue  for a period of eighteen  months
following  the  Change  of  Control,  subject  to  any  earlier  termination  of
Executive's status as an officer and employee pursuant to this Agreement.


                                       5
<PAGE>

             (b)   After a Change of Control and during the Employment Term, (i)
the Executive's  position  (including  status,  offices,  titles,  and reporting
requirements),  authority,  duties,  and  responsibilities  shall  be  at  least
commensurate in all material  respects with the most  significant of those held,
exercised,  and  assigned  at any time  during the  120-day  period  immediately
preceding  the Change of Control;  and (ii) the  Executive's  services  shall be
performed at the location where the Executive was employed immediately preceding
the Change of Control  or any  office or  location  less than 50 miles from such
location.  Executive's position, authority, duties, and responsibilities after a
Change of Control shall not be considered  commensurate in all material respects
with Executive's position,  authority,  duties, and responsibilities  prior to a
Change of Control  unless  after the Change of Control  the  Executive  holds an
equivalent position in the Post-Transaction Corporation.

       2.2   Compensation and Benefits.   During   the   Employment  Term,   the
Executive shall be entitled to the following compensation and benefits:

             (a)   Salary. An annual salary ("Base  Salary") at the highest rate
in effect for the  Executive at any time during the 120-day  period  immediately
preceding the Change of Control,  payable to the Executive at such  intervals no
less frequent than the most frequent  intervals in effect at any time during the
120-day period immediately preceding the Change of Control or, if more favorable
to the  Executive,  the  intervals  in  effect at any time  after the  Change of
Control for other most senior executives of the Post-Transaction Corporation and
its Affiliates.

             (b)   Bonus. Executive shall  be  entitled  to  participate  in  an
annual incentive bonus program applicable to other most senior executives of the
Post-Transaction  Corporation  and its  Affiliates  but in no event  shall  such
program provide the Executive with incentive  opportunities  less favorable than
the most  favorable of those  provided by the Company and its Affiliates for the
Executive under the Company's annual cash plan as in effect for Executive at any
time during the 120-day period  immediately  preceding the Change of Control or,
if more favorable to the Executive,  those provided  generally at any time after
the Change of Control to other most senior  executives  of the  Post-Transaction
Corporation  and its  Affiliates.  Any such bonus shall be paid in cash no later
than two and a half months  following  the close of the fiscal year for which it
is earned.

             (c)   Fringe Benefits. The Executive shall be  entitled  to  fringe
benefits (including,  but not limited to, automobile allowance,  air travel, and
reimbursement  for club  membership  dues) in accordance with the most favorable
agreements,  plans,  practices,  programs,  and  policies of the Company and its
Affiliates  in effect for the  Executive  at any time during the 120-day  period
immediately  preceding  the  Change  of  Control  or, if more  favorable  to the
Executive,  as in effect  generally at any time thereafter with respect to other
most senior executives of the Post-Transaction Corporation and its Affiliates.


                                       6
<PAGE>

             (d)   Expenses. The Executive shall be entitled to  receive  prompt
reimbursement for all reasonable  business expenses (including food and lodging)
incurred by the  Executive in  accordance  with the most  favorable  agreements,
policies,  practices, and procedures of the Company and its Affiliates in effect
for the Executive at any time during the 120-day  period  immediately  preceding
the Change of  Control  or, if more  favorable  to the  Executive,  as in effect
generally at any time thereafter with respect to other most senior executives of
the Post-Transaction Corporation and its Affiliates.

             (e)   Incentive, Savings and Retirement Plans. The Executive  shall
be entitled to  participate  in all  incentive,  savings and  retirement  plans,
practices,  policies,  and  programs  applicable  generally to other most senior
executives of the  Post-Transaction  Corporation and its  Affiliates,  but in no
event shall such plans, practices,  policies, and programs provide the Executive
with incentive  opportunities (measured with respect to both regular and special
incentive  opportunities,  to the  extent,  if any,  that  such  distinction  is
applicable), savings opportunities and retirement benefit opportunities, in each
case,  less  favorable  than the most favorable of those provided by the Company
and its Affiliates for the Executive  under any  agreements,  plans,  practices,
policies,  and  programs  as in effect at any time  during  the  120-day  period
immediately preceding the Change of Control.

             (f)   Welfare Benefit Plans.  The  Executive  and  the  Executive's
family shall be eligible  for  participation  in and shall  receive all benefits
under welfare benefit plans,  practices,  policies, and programs provided by the
Post-Transaction Corporation and its Affiliates (including,  without limitation,
medical, prescription, dental, disability, employee life, group life, accidental
death,  and  travel  accident  insurance  plans  and  programs)  to  the  extent
applicable  generally to other most senior  executives  of the  Post-Transaction
Corporation  and its  Affiliates,  but in no event shall such plans,  practices,
policies,  and programs provide the Executive with benefits,  in each case, less
favorable than the most favorable of any agreements,  plans, practices, policies
and programs of the Company and its  Affiliates  in effect for the  Executive at
any time during the 120-day period immediately preceding the Change of Control.

             (g)   Indemnification   and   Insurance.    The    Post-Transaction
Corporation  shall indemnify the Executive,  to the fullest extent  permitted by
applicable  law,  for any and all claims  brought  against  him  arising out his
services   during  or  prior  to  the   Employment   Term.   In  addition,   the
Post-Transaction Corporation shall maintain a directors' and officers' insurance
policy covering the Executive substantially in the form of the policy maintained
by the  Company  and its  Affiliates  at any  time  during  the  120-day  period
immediately  preceding  the  Change  of  Control  or, if more  favorable  to the
Executive,  as provided  generally at any time  thereafter with respect to other
most senior executives of the Post-Transaction Corporation and its Affiliates.

             (h)   Office and Support Staff. The Executive shall be  entitled to
an office or offices of a size and with furnishings and other appointments,  and
to exclusive  personal  secretarial and other assistance,  at least equal to the
most favorable of the foregoing provided to the Executive by the Company and its
Affiliates  at any time  during the 120-day  period  immediately  preceding  the
Change of Control or, if more favorable to the Executive,  as provided generally
at any time  thereafter  with  respect to other most  senior  executives  of the
Post-Transaction Corporation and its Affiliates.

             (i)   Vacation. The Executive shall be entitled to paid vacation in
accordance with the most favorable agreements,  plans,  policies,  programs, and
practices of the Company and its  Affiliates  as in effect for the  Executive at
any time during the 120-day period  immediately  preceding the Change of Control
or, if more  favorable  to the  Executive,  as in effect  generally  at any time
thereafter with respect to other most senior executives of the  Post-Transaction
Corporation and its Affiliates.


                                       7
<PAGE>

       2.3   Obligations upon Termination After a Change of Control.

             (a)   Termination as a Result of Death, Disability,  or Retirement.
If,  after  a  Change  of  Control  and  during  the  Employment  Term,  (1) the
Executive's  status as an officer and  employee is  terminated  by reason of the
Executive's  death,  (2)  the   Post-Transaction   Corporation   terminates  the
Executive's  status  as  an  officer  and  employee  by  reason  of  Executive's
Disability, or (3) the Executive retires and terminates his status as an officer
and employee, then, subject to Section 2.3(f) and, if applicable,  the six-month
delay set forth in Section 2.7:

                   (i)   the Post-Transaction Corporation or an  Affiliate  will
       pay to the Executive or his legal  representatives  the Executive's  Base
       Salary earned through the  Termination  Date to the extent not previously
       paid (the "Accrued Salary");

                   (ii)  the Post-Transaction Corporation or an  Affiliate  will
       pay to the Executive or his legal  representatives a pro rata bonus in an
       amount  determined  by (1)  calculating  the average of the annual  bonus
       received by the  Executive in the three most  recently  completed  fiscal
       years prior to the  Termination  Date,  then (2)  multiplying  such bonus
       amount by the  fraction  obtained by  dividing  the number of days in the
       year through the Termination Date by 365 (the "Pro Rata Bonus"); and

                   (iii) the Post-Transaction Corporation or an  Affiliate  will
       pay  or  deliver,  as  appropriate,  all  other  benefits  earned  by the
       Executive  or accrued for his benefit  pursuant to any  employee  benefit
       plans  maintained by the  Post-Transaction  Corporation or its Affiliates
       with  respect  to  services  rendered  by  the  Executive  prior  to  the
       Termination Date.

             (b)   Termination by Company for Cause; by Executive for other than
Good Reason.  If, after a Change of Control and during the Employment  Term, the
Executive's   status  as  an  officer  and   employee  is   terminated   by  the
Post-Transaction  Corporation or an Affiliate for Cause, or by the Executive for
other than Good Reason, the  Post-Transaction  Corporation or Affiliate will pay
to the Executive the Accrued Salary without further  obligation to the Executive
other than for obligations by law and obligations for any benefits earned by the
Executive  or accrued for his benefit  pursuant to any  employee  benefit  plans
maintained  by the  Post-Transaction  Corporation  or Affiliate  with respect to
services rendered by the Executive prior to the Termination Date.

             (c)   Termination  by  Company  for  Reasons  Other   than   Death,
Disability, or Retirement; Termination by Executive for Good Reason. If, after a
Change of Control  and  during the  Employment  Term,  (1) the  Post-Transaction
Corporation or an Affiliate  terminates the Executive's status as an officer and
employee  other than for  Cause,  death,  or  Disability,  or (2) the  Executive
terminates his status as an officer and employee for Good Reason,  then, subject
to Section 2.3(f):


                                       8
<PAGE>

                   (i)   The Post-Transaction Corporation or an  Affiliate  will
       pay to the Executive the Accrued Salary;

                   (ii)  The Post-Transaction Corporation or an  Affiliate  will
       pay to the Executive in a lump sum in cash on the first business day that
       is more  than six  months  after  the  Termination  Date (A) the Pro Rata
       Bonus, and (B) an amount equal to one and one-half (1.5) times the sum of
       (x) the Executive's Base Salary in effect at the Termination Date and (y)
       the highest annual bonus awarded to the Executive during the three fiscal
       years immediately preceding the Termination Date;

                   (iii) For the period commencing on the  Termination Date  and
       ending on the earlier of (A)  December  31st of the first  calendar  year
       following the calendar year in which the Termination Date occurs,  or (B)
       the date that the Executive  accepts new  employment  (the  "Continuation
       Period"),  the  Post-Transaction  Corporation or an Affiliate will at its
       expense  maintain and administer  for the continued  benefit of Executive
       all insurance and welfare  benefit plans in which  Executive was entitled
       to participate as an employee as of the Termination  Date;  provided that
       Executive's  continued  participation is possible under the general terms
       and provisions of such plans and all applicable laws. If the Executive is
       a "specified employee" governed by Section 2.7 hereof, to the extent that
       any benefits provided to the Executive under this Section 2.3(c)(iii) are
       taxable to the Executive,  then, with the exception of nontaxable medical
       insurance  benefits,  the value of the  aggregate  amount of such taxable
       benefits provided to the Executive  pursuant to this Section  2.3(c)(iii)
       during the  six-month  period  following  the  Termination  Date shall be
       limited to the amount  specified by Section  402(g)(1)(B) of Code for the
       year in which the termination occurred.  The Executive shall pay the cost
       of any benefits that exceed the amount specified in the previous sentence
       during the six month period following the date of termination,  and shall
       be reimbursed  in full by the Company  during the seventh month after the
       Termination  Date. The coverage and benefits  (including  deductibles and
       costs)  provided  under any such  benefit  plan in  accordance  with this
       paragraph  during the  Continuation  Period will be no less  favorable to
       Executive  than the most  favorable of such  coverages and benefits as of
       the Termination  Date. If Executive's  participation  in any such benefit
       plan  is   barred  or  any  such   benefit   plan  is   terminated,   the
       Post-Transaction Corporation or its Affiliate will provide Executive with
       benefits  substantially similar or comparable in value to those Executive
       would  otherwise  have been entitled to receive under such plans.  At the
       end of the  Continuation  Period,  the Executive  will have the option to
       have  assigned  to him, at no cost and with no  apportionment  of prepaid
       premiums,   any  assignable   insurance  owned  by  the  Post-Transaction
       Corporation or its Affiliate that relates  specifically to the Executive.
       To the maximum  extent  permitted by law, the Executive  will be eligible
       for coverage under COBRA at the end of the Continuation Period or earlier
       cessation  of the  Post-Transaction  Corporation's  obligation  under the
       foregoing provisions of this paragraph;

                   (iv)  All benefits that the Executive is entitled to  receive
       pursuant to benefit plans maintained by the Post-Transaction  Corporation
       or an Affiliate  under which benefits are calculated  based upon years of
       service or age will be  calculated  by treating  the  Executive as having
       attained one and  one-half  (1.5)  additional  years of age and as having
       provided one and  one-half  (1.5)  additional  years of service as of the
       Termination Date; and


                                       9
<PAGE>

                   (v)   The Post-Transaction Corporation or an  Affiliate  will
       pay  or  deliver,  as  appropriate,  all  other  benefits  earned  by the
       Executive  or accrued for his benefit  pursuant to any  employee  benefit
       plans  maintained by the  Post-Transaction  Corporation or Affiliate with
       respect to services  rendered by the Executive  prior to the  Termination
       Date.

             (d)   Resignation from Board of Directors. If the  Executive  is  a
director of the  Post-Transaction  Corporation  or any of its Affiliates and his
status as an officer and employee is terminated for any reason other than death,
the  Executive   will,  if  requested  by  the   Post-Transaction   Corporation,
immediately  resign as a director of the  Post-Transaction  Corporation  and its
Affiliates.  If such  resignation is not received  within 20 business days after
the  Executive  actually  receives  written  notice  from  the  Post-Transaction
Corporation requesting the resignation,  the Executive will forfeit any right to
receive any payments pursuant to this Agreement.

             (e)   Nondisclosure  and  Proprietary  Rights.    The   rights  and
obligations  of the Company and the  Executive  contained  in Article III hereof
will  continue  to apply  notwithstanding  a  termination  following a Change of
Control.

             (f)   Most Favorable Benefits. It is the intention of  the  parties
that the terms of this Agreement  provide payments and benefits to the Executive
that are  equivalent  or more  beneficial  to the  Executive  than are otherwise
available to the  Executive  under the terms of any  applicable  benefit plan or
related  compensation  agreement.  To that end, the terms of the Agreement shall
govern the payments and benefits to which the  Executive  shall be entitled upon
the termination of the Executive's status as an officer and employee as provided
herein,  except  that if the terms of any  applicable  benefit  plan or  related
compensation agreement provide more favorable benefits to the Executive than are
provided hereunder, the terms of such plan or agreement shall control.

       2.4   Excise Tax Provision.

             (a)   Notwithstanding any other provisions of this Agreement,  if a
Change of Control occurs during the original or extended term of this Agreement,
in the event that any  payment  or benefit  received  or to be  received  by the
Executive  in  connection  with the  Change of  Control  of the  Company  or the
termination  of the  Executive's  employment  under this  Agreement or any other
agreement between the Company and the Executive (all such payments and benefits,
including  the  payments  and  benefits  under  Section  2.3(c)  hereof,   being
hereinafter  called "Total Payments") would be subject (in whole or in part), to
an excise tax imposed by section 4999 of the Code (the "Excise  Tax"),  then the
cash  payments  under  Section  2.3(c)  hereof  shall first be reduced,  and the
noncash  payments and benefits under the other sections hereof shall  thereafter
be reduced,  to the extent necessary so that no portion of the Total Payments is
subject to the Excise Tax but only if (A) the net amount of such Total Payments,
as so reduced (and after subtracting the net amount of federal,  state and local
income and employment  taxes on such reduced Total  Payments) is greater than or
equal to (B) the net amount of such Total  Payments  without such reduction (but
after  subtracting  the net  amount  of  federal,  state and  local  income  and
employment  taxes on such Total  Payments  and the amount of Excise Tax to which
the  Employee  would be subject in respect of such  unreduced  Total  Payments);
provided, however, that the Executive may elect to have the noncash payments and
benefits  hereof  reduced (or  eliminated)  prior to any  reduction  of the cash
payments under Section 2.3(c) hereof.


                                       10
<PAGE>

             (b)   For purposes of determining whether and the extent  to  which
the Total  Payments  will be subject to the  Excise  Tax,  (i) no portion of the
Total Payments the receipt or enjoyment of which the Executive shall have waived
at such time and in such  manner as not to  constitute  a  "payment"  within the
meaning of section  280G(b)  of the Code  shall be taken into  account,  (ii) no
portion of the Total Payments shall be taken into account which,  in the opinion
of tax counsel  ("Tax  Counsel")  reasonably  acceptable  to the  Executive  and
selected by the accounting firm (the "Auditor") which was,  immediately prior to
a Change of Control or other event  giving rise to a potential  Excise Tax,  the
Company's  independent auditor, does not constitute a "parachute payment" within
the meaning of section  280G(b)(2)  of the Code  (including by reason of section
280G(b)(4)(A)  of the Code) and,  in  calculating  the Excise Tax, no portion of
such Total  Payments  shall be taken into account  which,  in the opinion of Tax
Counsel,  constitutes  reasonable  compensation for services actually  rendered,
within the meaning of section  280G(b)(4)(B) of the Code, in excess of the "Base
Amount"  (within  the  meaning  set  forth in  section  280G(b)(3)  of the Code)
allocable to such reasonable  compensation,  and (iii) the value of any non cash
benefit or any deferred  payment or benefit included in the Total Payments shall
be  determined  by the Auditor in  accordance  with the  principles  of sections
280G(d)(3) and (4) of the Code.

             (c)   At the time that payments are made under this Agreement,  the
Post-Transaction   Corporation  shall  provide  the  Executive  with  a  written
statement  setting forth the manner in which such payments were  calculated  and
the basis for such calculations including,  without limitation,  any opinions or
other advice the Post-Transaction Corporation has received from Tax Counsel, the
Auditor, or other advisors or consultants (and any such opinions or advice which
are in writing shall be attached to the statement).

       2.5   Stock  Options;  Restricted  Stock.   The  foregoing  benefits  are
intended to be in addition to the value of any options to acquire  Common  Stock
of the Company, the exercisability of which is accelerated pursuant to the terms
of any stock  option  agreement,  any  restricted  stock the vesting of which is
accelerated  pursuant to the terms of the restricted  stock  agreement,  and any
other incentive or similar plan heretofore or hereafter adopted by the Company.

       2.6   Legal Fees. The Company agrees to pay as incurred  all  legal  fees
and expenses that the Executive may reasonably  incur as a result of any contest
(regardless of the outcome  thereof) by the Company,  the Executive or others of
the validity or  enforceability  of, or liability  under,  any provision of this
Agreement  (including  as a result of any  contest  by the  Executive  about the
amount or timing of any payment pursuant to this Agreement).

       2.7   Section 409A.

             (a)   It is the intention of the parties that payments or  benefits
payable  under  this  Agreement  not be subject to the  additional  tax  imposed
pursuant  to  Section  409A,  and the  provisions  of this  Agreement  shall  be
construed and  administered  in accordance  with such intent.  To the extent any
potential payments or benefits could become subject to Section 409A, the parties
shall  cooperate to amend this  Agreement  with the goal of giving the Executive
the economic benefits  described herein in a manner that does not result in such
tax being imposed.  If the parties are unable to agree on a mutually  acceptable
amendment,  the Company may, without the Executive's  consent and in such manner
as it deems appropriate,  amend or modify this Agreement or delay the payment of
any amounts  hereunder to the minimum extent  necessary to meet the requirements
of Section 409A.


                                       11
<PAGE>

             (b)   No payments or benefits provided herein that are paid because
of a termination of employment  under  circumstances  described  herein shall be
paid,  unless such termination of employment also constitutes a "separation from
service" within the meaning of Section 409A.

             (c)   If Executive is a "specified  employee," any payments payable
as a result of Executive's  termination of employment (other than as a result of
death)  shall not be payable  before the earlier of (i) the first  business  day
that is more than six months after  Executive's  Termination Date, (ii) the date
of  Executive's  death,  or (iii)  the date  that  otherwise  complies  with the
requirements of Section 409A.  "Specified  employee" shall mean the Executive if
the Executive is a key employee under Treasury  Regulations  Section 1.409A-1(i)
because  of final and  binding  action  taken by the  Board or its  compensation
committee, or by operation of law or such regulation.

             (d)   No acceleration of payments and benefits provided for in this
Agreement shall be permitted, except that the Company may accelerate payment, if
permitted by Section 409A, as necessary to allow the Executive to pay FICA taxes
on amounts payable  hereunder and additional taxes resulting from the payment of
such FICA amount, or as necessary to pay taxes and penalties arising as a result
of the payments  provided for in this Agreement failing to meet the requirements
of Section  409A.  In no event  shall the  Executive,  directly  or  indirectly,
designate the calendar year of payment.

             (e)   To the extent that the amounts payable under this  Article II
are  reimbursements  and other  separation  payments  described  under  Treasury
Regulations  Section  1.409A-1(b)(9)(v),  such  payments  do not provide for the
deferral  of  compensation.  If  they do  constitute  deferral  of  compensation
governed by Section 409A, they shall be deemed to be  reimbursements  or in-kind
benefits governed by Treasury  Regulations  Section  1.409A-3(i)(1)(iv).  If the
previous sentence applies, (i) the amount of expenses eligible for reimbursement
or in-kind  benefits  provided  during the  Executive's  taxable  year shall not
affect the expenses  eligible for reimbursement or in-kind benefits in any other
taxable year, (ii) the  reimbursement  of an eligible expense must be made on or
before the last day of the  Executive's  taxable year following the taxable year
in which the  expense  was  incurred,  and (iii) the right to  reimbursement  or
in-kind  benefits  shall not be subject to  liquidation  or exchange for another
benefit.

                                  ARTICLE III
                      NONDISCLOSURE AND PROPRIETARY RIGHTS
                      ------------------------------------

       3.1   Non-disclosure of Confidential Information. Executive will  hold in
a fiduciary capacity for the benefit of the Company all Confidential Information
obtained by Executive during Executive's  employment  (whether prior to or after
the Agreement Date) and will use such Confidential Information solely within the
scope of his employment with and for the exclusive benefit of the Company. For a
period of two years  after the  Termination  Date,  Executive  agrees (a) not to
communicate,  divulge or make  available to any person or entity (other than the
Company)  any such  Confidential  Information,  except  upon the  prior  written
authorization of the Company or as may be required by law or legal process;  and
(b) to deliver  promptly  to the  Company any  Confidential  Information  in his
possession,  including  any  duplicates  thereof and any notes or other  records
Executive has prepared with respect thereto. In the event that the provisions of
any applicable law or the order of any court would require Executive to disclose
or otherwise make available any  Confidential  Information,  Executive will give
the Company  prompt prior  written  notice of such  required  disclosure  and an
opportunity  to  contest  the  requirement  of such  disclosure  or apply  for a
protective  order with respect to such  Confidential  Information by appropriate
proceedings.


                                       12
<PAGE>

       3.2   Injunctive Relief; Other Remedies. Executive  acknowledges  that  a
breach by Executive of Section 3.1 would cause immediate and irreparable harm to
the  Company  for which an  adequate  monetary  remedy  does not  exist;  hence,
Executive  agrees  that,  in the  event  of a breach  or  threatened  breach  by
Executive  of the  provisions  of Section  3.1,  the Company will be entitled to
injunctive  relief  restraining   Executive  from  such  violation  without  the
necessity  of proof of actual  damage  or the  posting  of any  bond,  except as
required by non waivable,  applicable  law.  Nothing  herein,  however,  will be
construed as prohibiting the Company from pursuing any other remedy at law or in
equity to which the Company may be entitled under applicable law in the event of
a breach or threatened breach of this Agreement by Executive,  including without
limitation the recovery of damages and/or costs and expenses, such as reasonable
attorneys'  fees,  incurred  by the  Company  as a result of any such  breach or
threatened  breach. In addition to the exercise of the foregoing  remedies,  the
Company will have the right upon the occurrence of any such breach to offset the
damages of such breach as determined by the Company,  against any unpaid salary,
bonus,   commissions,   or  reimbursements   otherwise  owed  to  Executive.  In
particular,  Executive  acknowledges that the payments provided under Article II
are conditioned upon Executive fulfilling the nondisclosure agreements contained
in this Article III. If Executive at any time materially breaches  nondisclosure
agreements  contained  in this  Article  III,  then the  Company  may offset the
damages of such breach,  as determined  solely by the Company,  against payments
otherwise due to Executive under Article II or, at the Company's option, suspend
payments  otherwise due to Executive  under Article II during the period of such
breach.  Executive  acknowledges  that any such offset or suspension of payments
would be an exercise of the Company's right to offset or suspend its performance
hereunder upon Executive's  breach of this Agreement;  such offset or suspension
of  payments  would  not  constitute,  and shall not be  characterized  as,  the
imposition of liquidated damages.

       3.3   Governing Law of this Article  III;  Consent to  Jurisdiction.  Any
dispute  regarding the  reasonableness of the covenants and agreements set forth
in this  Article III or  duration  thereof,  or the  remedies  available  to the
Company upon any breach of such  covenants and  agreements,  will be governed by
and interpreted in accordance with the laws of the State of the United States or
other jurisdiction in which the alleged prohibited  disclosure occurs, and, with
respect to each such dispute,  the Company and Executive  each hereby consent to
the  jurisdiction  of the state and federal courts sitting in the relevant State
(or, in the case of any  jurisdiction  outside the United  States,  the relevant
courts of such  jurisdiction)  for  resolution of such  dispute,  and agree that
service of process may be made upon him or it in any legal  proceeding  relating
to this Article III by any means allowed under the laws of such jurisdiction.


                                       13
<PAGE>

       3.4   Executive's  Understanding  of   this  Article.   Executive  hereby
represents  to the Company  that he has read and  understands,  and agrees to be
bound  by,  the  terms of this  Article  III.  Executive  acknowledges  that the
duration  of the  covenants  contained  in  Article  III are the result of arm's
length  bargaining and are fair and reasonable in light of (a) the importance of
the  functions  performed by Executive  and the length of time it would take the
Company to find and train a suitable  replacement,  and (b) Executive's level of
control over and contact with the business and operations of the Company and its
Affiliates in various  jurisdictions where same are conducted.  It is the desire
and intent of the parties that the  provisions of this  Agreement be enforced to
the fullest extent  permitted under  applicable law, whether now or hereafter in
effect and,  therefore,  to the extent  permitted by applicable law, the parties
hereto waive any provision of applicable  law that would render any provision of
this Article III invalid or unenforceable.

                                   ARTICLE IV
                                  MISCELLANEOUS
                                  -------------

       4.1   Binding Effect; Successors.

             (a)   This Agreement shall be binding upon and inure to the benefit
of the Company and any of its successors or assigns.

             (b)   This Agreement is personal to the Executive and shall not  be
assignable by the Executive  without the consent of the Company  (there being no
obligation  to give such  consent)  other than such  rights or  benefits  as are
transferred by will or the laws of descent and distribution.

             (c)   The Company shall require any successor  to  or  assignee  of
(whether direct or indirect, by purchase, merger,  consolidation,  or otherwise)
all or  substantially  all of the assets or  businesses  of the  Company  (i) to
assume unconditionally and expressly this Agreement and (ii) to agree to perform
or to cause to be performed all of the  obligations  under this Agreement in the
same  manner and to the same  extent as would have been  required of the Company
had no assignment or succession  occurred,  such assumption to be set forth in a
writing reasonably satisfactory to the Executive.

             (d)   The Company shall also require all entities  that  control or
that after the transaction will control  (directly or indirectly) the Company or
any such  successor  or  assignee to agree to cause to be  performed  all of the
obligations  under this  Agreement,  such agreement to be set forth in a writing
reasonably satisfactory to the Executive.

       4.2   Notices. All notices hereunder  must  be  in  writing  and,  unless
otherwise  specifically  provided herein, will be deemed to have been given upon
receipt of delivery by: (a) hand (against a receipt therefor),  (b) certified or
registered mail,  postage prepaid,  return receipt  requested,  (c) a nationally
recognized  overnight  courier  service  (against  a  receipt  therefor)  or (d)
telecopy  transmission  with  confirmation of receipt.  All such notices must be
addressed as follows:


                                       14
<PAGE>

             If to the Company:

                   Gulf Island Fabrication, Inc.
                   Attn: Kerry J. Chauvin, Chairman and CEO
                   583 Thompson Road
                   Houma, Louisiana  70363

             If to the Executive:

                   Robin A. Seibert

                   ------------------------------

                   ------------------------------

or such other  address as to which any party hereto may have  notified the other
in writing.

       4.3   Governing Law.  Except as  provided  in  Article III  hereof,  this
Agreement shall be construed and enforced in accordance with and governed by the
internal laws of the State of Louisiana without regard to principles of conflict
of laws.

       4.4   Withholding. The Executive agrees that the Company has the right to
withhold,  from the  amounts  payable  pursuant to this  Agreement,  all amounts
required to be withheld under applicable  income and/or  employment tax laws, or
as  otherwise  stated in  documents  granting  rights that are  affected by this
Agreement.

       4.5   Amendment; Waiver. No provision of this Agreement may be  modified,
amended,  or waived except by an  instrument in writing  signed by both parties,
unless permitted by Section 2.7(a).

       4.6   Severability. If any term or provision of this  Agreement,  or  the
application  thereof to any person or circumstance,  shall at any time or to any
extent be invalid, illegal or unenforceable in any respect as written, Executive
and the Company  intend for any court  construing  this  Agreement  to modify or
limit such  provision  so as to render it valid and  enforceable  to the fullest
extent  allowed  by law.  Any such  provision  that is not  susceptible  of such
reformation  shall be ignored  so as to not  affect any other term or  provision
hereof, and the remainder of this Agreement,  or the application of such term or
provision  to persons or  circumstances  other than those as to which it is held
invalid,  illegal or unenforceable,  shall not be affected thereby and each term
and  provision  of this  Agreement  shall be valid and  enforced  to the fullest
extent permitted by law.

       4.7   Waiver of Breach. The waiver by either party  of a  breach  of  any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.

       4.8   Remedies Not Exclusive. No remedy specified herein shall be  deemed
to be such party's exclusive remedy, and accordingly,  in addition to all of the
rights and remedies  provided for in this Agreement,  the parties shall have all
other  rights  and  remedies  provided  to  them  by  applicable  law,  rule  or
regulation.

       4.9   Company's   Reservation  of  Rights.   Executive  acknowledges  and
understands  that the Executive serves at the pleasure of the Board and that the
Company has the right at any time to terminate Executive's status as an employee
of the Company or any of its  Affiliates,  or to change or  diminish  his status
during the Employment Term,  subject to the rights of the Executive to claim the
benefits conferred by this Agreement.


                                       15
<PAGE>

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

                                    * * * * *

       IN WITNESS  WHEREOF,  the  Company  and the  Executive  have  caused this
Agreement to be executed as of the Agreement Date.

                                         GULF ISLAND FABRICATION, INC.

                                         /s/ Alden J. Laborde
                                         ---------------------------------------
                                         Chairman, Compensation Committee


                                         EXECUTIVE

                                         /s/ Robin A. Seibert
                                         ---------------------------------------
                                         Robin A. Seibert


                                       16
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>a5990385ex99_4.txt
<DESCRIPTION>EXHIBIT 99.4
<TEXT>
                                                                    Exhibit 99.4

                                     FORM OF
                           RESTRICTED STOCK AGREEMENT
                                    UNDER THE
                            LONG-TERM INCENTIVE PLAN

This RESTRICTED STOCK AGREEMENT (this  "Agreement") is made as of June 17, 2009,
by and between Gulf Island Fabrication, Inc. ("Gulf Island") and __________ (the
"Award Recipient").

WHEREAS, Gulf Island maintains the Long-Term Incentive Plan (the "Plan"),  under
which the  Compensation  Committee of the Board of Directors of Gulf Island (the
"Committee"),  may, among other things, grant restricted shares of Gulf Island's
common stock, no par value per share (the "Common  Stock"),  to key employees of
Gulf Island or its subsidiaries  (collectively,  the "Company") as the Committee
may determine,  subject to terms,  conditions,  or  restrictions  as it may deem
appropriate; and

WHEREAS,  pursuant to the Plan the Committee has awarded to the Award  Recipient
restricted shares of Common Stock on the terms and conditions specified below;

NOW, THEREFORE, the parties agree as follows:

                                       1.
                                 AWARD OF SHARES

Upon the terms and conditions of the Plan and this  Agreement,  the Committee as
of the date of this  Agreement  (the "Date of Grant") hereby awards to the Award
Recipient ________  restricted shares of Common Stock (the "Restricted  Stock"),
that vest, subject to Sections 2 and 3 hereof, in full on June 17, 2012.

                                       2.
                              AWARD RESTRICTIONS ON
                                RESTRICTED STOCK

       2.1   In addition to the  conditions and  restrictions  provided  in  the
Plan,  neither  the  shares  of  Restricted  Stock  nor the  right  to vote  the
Restricted  Stock, to receive  dividends thereon or to enjoy any other rights or
interests thereunder or hereunder may be sold, assigned,  donated,  transferred,
exchanged,  pledged,  hypothecated  or  otherwise  encumbered  prior to vesting.
Subject to the restrictions on transfer  provided in this Section 2.1, the Award
Recipient  shall be entitled to all rights of a shareholder  of Gulf Island with
respect  to the  Restricted  Stock,  including  the right to vote the shares and
receive all dividends and other distributions declared thereon.


<PAGE>

       2.2   If the  shares of Restricted  Stock  have  not  already  vested  in
accordance with Section 1 above,  the shares of Restricted  Stock shall vest and
all  restrictions  set forth in Section 2.1 shall lapse upon the occurrence of a
Change of Control of Gulf Island, as described in Section 12.11 of the Plan.

                                       3.
                            TERMINATION OF EMPLOYMENT

       If the Award  Recipient's  employment  terminates for any reason prior to
the vesting of some or all of the Restricted  Stock (except in connection with a
Change of Control in accordance with Section 2.2 hereof), all unvested shares of
Restricted Stock granted hereunder shall immediately be forfeited.

                                       4.
                               STOCK CERTIFICATES

       4.1   The stock certificates  evidencing the  Restricted  Stock  shall be
retained by Gulf Island until the lapse of restrictions  under the terms hereof.
Gulf Island  shall place a legend,  in the form  specified  in the Plan,  on the
stock certificates  restricting the  transferability of the shares of Restricted
Stock.

       4.2   Upon the lapse of restrictions on shares of Restricted  Stock, Gulf
Island shall cause a stock certificate without a restrictive legend to be issued
with respect to the vested  Restricted  Stock in the name of the Award Recipient
or his nominee within 10 business days. Upon receipt of such stock  certificate,
the Award Recipient is free to hold or dispose of the shares represented by such
certificate, subject to applicable securities laws.

                                       5.
                                    DIVIDENDS

Any  dividends  paid on shares of  Restricted  Stock  shall be paid to the Award
Recipient currently.

                                       6.
                                WITHHOLDING TAXES

At the time that all or any portion of the  Restricted  Stock  vests,  the Award
Recipient  must  deliver to Gulf  Island  the  amount of income tax  withholding
required by law. In accordance  with the terms of the Plan, the Award  Recipient
may satisfy the tax withholding  obligation by delivering currently owned shares
of Common Stock or by electing to have Gulf Island  withhold from the shares the
Award Recipient  otherwise would receive hereunder shares of Common Stock having
a value equal to the minimum amount required to be withheld (as determined under
the Plan).


                                       2
<PAGE>

                                       7.
                              ADDITIONAL CONDITIONS

Anything in this Agreement to the contrary notwithstanding,  if at any time Gulf
Island  further   determines,   in  its  sole  discretion,   that  the  listing,
registration  or  qualification  (or any  updating of any such  document) of the
shares of Common Stock issuable  pursuant  hereto is necessary on any securities
exchange or under any federal or state  securities  or blue sky law, or that the
consent  or  approval  of any  governmental  regulatory  body  is  necessary  or
desirable  as a condition  of, or in  connection  with the issuance of shares of
Common Stock pursuant  thereto,  or the removal of any  restrictions  imposed on
such  shares,  such shares of Common  Stock shall not be issued,  in whole or in
part, or the restrictions  thereon removed,  unless such listing,  registration,
qualification,  consent or approval shall have been effected or obtained free of
any  conditions  not  acceptable  to Gulf  Island.  Gulf  Island  agrees  to use
commercially  reasonable  efforts to issue all shares of Common  Stock  issuable
hereunder on the terms provided herein.

                                       8.
                       NO CONTRACT OF EMPLOYMENT INTENDED

Nothing in this  Agreement  shall confer upon the Award  Recipient  any right to
continue in the  employment of the Company,  or to interfere in any way with the
right of the Company to terminate the Award Recipient's employment  relationship
with the Company at any time.

                                       9.
                                 BINDING EFFECT

This  Agreement  shall inure to the  benefit of and be binding  upon the parties
hereto   and  their   respective   heirs,   executors,   administrators,   legal
representatives   and  successors.   Without  limiting  the  generality  of  the
foregoing,  whenever the term "Award Recipient" is used in any provision of this
Agreement under circumstances where the provision  appropriately  applies to the
heirs, executors, administrators or legal representatives to whom this award may
be  transferred  by will or by the laws of descent  and  distribution,  the term
"Award Recipient" shall be deemed to include such person or persons.

                                       10.
                            INCONSISTENT PROVISIONS

The  shares of  Restricted  Stock  granted  hereby  are  subject  to the  terms,
conditions,  restrictions  and other  provisions  of the Plan as fully as if all
such  provisions  were set forth in their  entirety  in this  Agreement.  If any
provision of this  Agreement  conflicts  with a provision of the Plan,  the Plan
provision  shall control.  The Award Recipient  acknowledges  that a copy of the
Plan was distributed or made available to the Award Recipient and that the Award
Recipient was advised to review such Plan prior to entering into this Agreement.
The Award  Recipient  waives the right to claim that the  provisions of the Plan
are not  binding  upon the  Award  Recipient  and the Award  Recipient's  heirs,
executors, administrators, legal representatives and successors.


                                       3
<PAGE>

                                       11.
                                  GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of
the State of Louisiana.

                                      12.
                         ENTIRE AGREEMENT; MODIFICATION

The Plan and this  Agreement  contain the entire  agreement  between the parties
with  respect to the subject  matter  contained  herein and may not be modified,
except as  provided in the Plan,  as it may be amended  from time to time in the
manner provided therein, or in this Agreement, as it may be amended from time to
time by a written  document  signed by each of the parties  hereto.  Any oral or
written agreements,  representations,  warranties, written inducements, or other
communications with respect to the subject matter contained herein made prior to
the execution of the Agreement shall be void and ineffective for all purposes.

By Award Recipient's  signature below, Award Recipient represents that he or she
is familiar with the terms and  provisions of the Plan,  and hereby accepts this
Agreement  subject to all of the terms and provisions  thereof.  Award Recipient
has reviewed the Plan and this Agreement in their entirety and fully understands
all provisions of this Agreement.  Award Recipient  agrees to accept as binding,
conclusive and final all decisions or  interpretations of the Committee upon any
questions arising under the Plan or this Agreement.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed and delivered on the day and year first above written.

                                   GULF ISLAND FABRICATION, INC.


                                   By:
                                        ----------------------------------------
                                        Name: Alden J. Laborde
                                        Title:  Chairman, Compensation Committee



                                   ---------------------------------------------
                                                  {Insert name}
                                                 Award Recipient


                                       4
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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