INCENTIVE BONUS AGREEMENT

Amount.  Subject to the terms and conditions of this Agreement, the Employee shall be entitled to receive an incentive cash bonus in the amount of $[_________] (the “Bonus”), provided that he remains employed with the Company through the first anniversary of the Effective Date (such one-year period, the “Retention Period”).  

Payment.  Subject to the terms and conditions of this Agreement, the Bonus shall be paid to the Employee in three installments (the “Installments”) as follows:  

50% of the Bonus shall be paid to the Employee as soon as administratively practicable following the Effective Date;

25% of the Bonus shall be paid to the Employee on the earliest to occur of: (i) the Waiver Expiration Date, (ii) the Restructuring Agreement Date, and (iii) the 120th day after the Effective Date; and

the remaining 25% of the Bonus shall be paid to the Employee on the earlier to occur of (i) the Restructuring Effective Date or (ii) the first anniversary of the Effective Date.

Effect of For-Cause Termination.  If, during the Retention Period, the Company terminates the Employee’s employment for Cause, then the Employee shall forfeit all rights to the Bonus, and within 30 days of receiving a notice of termination for Cause, the Employee shall repay to the Company the Cumulative Payments.

Effect of Termination due to Death or Disability.  If, during the Retention Period, the Employee’s employment terminates due to his death or Disability, then the Employee’s right to the Bonus shall immediately vest in full and the Company shall pay to the Employee (or, in

the event of his death, his Beneficiary) the sum of any unpaid Installments within 30 days of the Termination Date.  

Effect of Termination by Company without Cause or by Employee with Good Reason.  If, during the Retention Period, the Employee’s employment is terminated by the Company without Cause or by the Employee with Good Reason, then the Employee’s right to the Bonus shall immediately vest in full and the Company shall pay to the Employee the sum of any unpaid Installments on the 60th day following the Termination Date, provided that he has executed and not revoked an agreement, in standard form provided by the Company, detailing all compensation and benefits then due to the Employee under the terms of the applicable plans or agreements and granting a full release and waiver of all actual and potential claims that he may have against the Tidewater Group.  However, the Employee shall not be required to release or waive any (a) claims to indemnity or reimbursement pursuant to (i) Tidewater’s certificate of incorporation or by-laws, (ii) any Company insurance policy, (iii) the Indemnification Agreement in effect on the Effective Date between the Parties, (iv) any policy, plan, or program maintained or sponsored by the Company, or (v) Delaware General Corporation Law, or (b) claims that may not be waived as a matter of law.

Effect of Termination by Employee without Good Reason.  If, during the Retention Period, the Employee terminates his employment for any reason other than Good Reason, then the Employee shall only be entitled to retain a Pro-Rata Bonus, if any, and, within 30 days of the Termination Date, he shall repay to the Company an amount equal to the difference between the Cumulative Payments and the Pro-Rata Bonus.

Effect of Change of Control.  If, during the Retention Period and while the Employee remains employed with the Company, a Change of Control occurs, then the Employee’s right to the Bonus shall vest in full as of the date of the Change of Control and any unpaid balance of the Bonus will be paid to him upon the occurrence of such Change of Control.

Restrictive Covenants.  In consideration of the Company’s willingness to enter into and provide the terms of this Agreement, the Employee agrees as follows:

Non-Disclosure of Confidential Information.  The Employee shall hold in a fiduciary capacity and for the benefit of the Company all Confidential Information which shall have been obtained by the Employee during his employment (whether prior to or after the Effective Date) and shall use such Confidential Information solely in the good faith performance of his duties for the Company.  During his employment and after his Termination Date, the Employee agrees (i) not to communicate 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 (ii) to deliver promptly to the Company upon its written request any Confidential Information in his possession.  In the event that the provisions of any applicable law or the order of any court would require the Employee to disclose or otherwise make available any Confidential Information to a governmental authority or to any other third party, the Employee shall give the Company, unless it is unlawful to do so, prompt prior written notice of such required disclosure and, if possible given the terms of any production order of the judicial governmental or administrative body, an opportunity to contest the requirement of such disclosure or apply for a protective order

with respect to such Confidential Information by appropriate proceedings.  Notwithstanding the foregoing, the Employee understands that nothing contained in this Agreement limits his ability:  (x) to file a charge or complaint with any federal, state, or local governmental agency or commission (“Government Agencies”); (y) to communicate with any Government Agency or otherwise participate in any investigation or proceeding conducted by any Government Agency, without notice to the Company; or (z) to receive an award for information provided to any Government Agency.

Limited Covenant Not to Compete.  The Employee agrees that from the Effective Date through the end of the Retention Period or, if the Employee terminates his employment without Good Reason during the Retention Period, from the Effective Date through the first anniversary of the Termination Date (as applicable, the “Restricted Period”), he will not engage in competitive activities within any jurisdiction specified in Appendix B so long as a member of the Tidewater Group carries on a like line of business therein (collectively, the “Restricted Area”), as follows:

The Employee will not, directly or indirectly, for himself or others or in association with any other person, own, manage, operate, control, be employed in an executive, managerial, or supervisory capacity by, or otherwise engage or participate in, or allow his skill, knowledge, experience or reputation to be used in connection with, the ownership, management, operation, or control of any company or other business enterprise engaged in the Restricted Business within any of the Restricted Area; provided, however, that nothing contained herein shall prohibit the Employee from making passive investments as long as the Employee does not beneficially own more than 1% of the equity interests of a publicly-traded business enterprise engaged in the Restricted Business within any of the Restricted Area.  For purposes of this paragraph, “beneficially own” shall have the same meaning ascribed to that term in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.

The Employee will not, directly or indirectly, for himself or others or in association with any other person, solicit any customer of the Restricted Business or of the Tidewater Group, or otherwise interfere, induce, or attempt to induce any customer, supplier, licensee, or business relation of the Tidewater Group for the purpose of soliciting, diverting, interfering, or enticing away the business of such customer, supplier, licensee, or business relation, or otherwise disrupting any previously-established relationship existing between such customer, supplier, licensee, or business relation and the Tidewater Group.

Non-Solicitation.  The Employee agrees that, during the Restricted Period, he will not, directly or indirectly, for himself or others or in association with any other person, make contact with any of the employees or independent contractors of the Tidewater Group for the purpose of soliciting such employee for hire, whether as an employee or independent contractor, or for the purpose of inducing such persons to leave the employ of the Tidewater Group or cease providing services to the Tidewater Group, or otherwise to disrupt the relationship of such persons with the Tidewater Group.  In addition, during the Restricted Period, the Employee will not hire, on behalf of himself or

any company engaged in the Restricted Business, any employee of the Tidewater Group, whether or not such engagement is solicited by the Employee.

Proprietary Rights.  The Employee agrees to and hereby does assign to the Company all his right, title, and interest in and to all inventions, business plans, work models, or procedures, whether or not patentable, which are made or conceived solely or jointly by him (i) at any time during the term of his employment with the Company, or (ii) with the use of time or materials of the Company.  The Employee agrees that, to a reasonable extent and through the Termination Date, he will communicate to the Company or its representatives all facts known to him about such proprietary information, sign all necessary instruments, make all necessary oaths, and generally, at the Company’s expense, do everything reasonably practicable (without expense to the Employee) to aid the Company in obtaining and enforcing proper legal protection for all such matters in all countries and in vesting title to such proprietary information in the Company.  At the Company’s request and expense, the Employee will promptly execute a specific assignment of title to the Company, and perform any other acts reasonably necessary to implement the foregoing assignment.  Notwithstanding the foregoing, the Employee shall not be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret that (y) is made in confidence to a Government Agency official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (z) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  

Injunctive Relief; Other Remedies.  The Employee acknowledges that a breach or threatened breach by the Employee of this Section 8 would cause immediate and irreparable harm to the Company not fully compensable by money damages or the exact amount of which would be difficult to ascertain, and therefore the Company will not have an adequate monetary remedy at law.  Accordingly, the Employee agrees that, in the event of a breach or threatened breach by the Employee of the provisions of this Section 8, the Company shall be entitled to injunctive relief to prevent or curtail any such breach of threatened breach without the necessity of posting any bond or security or showing proof of actual damage or irreparable injury.  Nothing herein shall 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 the Employee, including without limitation the recovery of damages, costs, and expenses, such as reasonable attorneys’ fees, incurred by the Company as a result of any such breach or threatened breach.  In the event that the Employee shall at any time materially breach any noncompetition or nondisclosure agreements contained in this Section 8, the Company may suspend or eliminate payments provided for in this Agreement during the period of such breach.  The Employee acknowledges that any such suspension or elimination of payments or benefits would be an exercise of the Company’s right to suspend or terminate its performance hereunder upon the Employee’s breach of this Agreement; such suspension or elimination of payments would not constitute, and should not be characterized as, the imposition of liquidated damages.  Nothing contained herein shall be deemed to impair the Employee’s right to indemnification pursuant to (i) Tidewater’s certificate of incorporation or by-laws, (ii) any Company insurance policy, (iii) the Indemnification Agreement between

the Parties, (iv) any policy, plan, or program maintained or sponsored by the Company, or (v) Delaware General Corporation Law.

Employee’s Understanding of this Article. The Employee acknowledges that the definition of Restricted Business, as well as the geographic and temporal scope of the covenants contained in this Section 8 are the result of arm’s-length bargaining and are fair and reasonable in light of (i) the importance of the functions performed by the Employee, (ii) the nature and wide geographic scope of the operations of the Tidewater Group, and (iii) the Employee’s level of control over and contact with the business and operations of the Tidewater Group.

Unfunded Arrangement. The Employee and his Beneficiary shall have no legal or equitable rights, interests, or claims in any property or assets of the Company, and the Employee acknowledges that any and all of the Company’s assets shall be, and remain, the general unrestricted assets of the Company.  The Company’s obligation under this Agreement shall be merely that of an unfunded and unsecured promise to pay certain cash compensation in the future.

No Contract of Employment.  Nothing in this Agreement shall confer upon the Employee 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 Employee’s employment relationship with the Company at any time.

Taxes.  The Company shall deduct from any payments made under this Agreement all applicable federal and state income and employment taxes.  This Agreement is intended to be exempt from the requirements of Section 409A and shall be construed accordingly.  

Notices.  All notices to Tidewater or the Company related to this Agreement should be sent to Tidewater’s principal executive offices as disclosed in its filings with the Securities and Exchange Commission, addressed to the Office of General Counsel.  All notices to the Employee shall be delivered to the most recent address as provided by the Employee to the human resources department of the Company.  

Binding Effect.  This Agreement is personal to the Employee and may not be assigned by the Employee except upon death.  This Agreement shall inure to the benefit of and be binding upon each of the Parties and any successors to Tidewater.

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of [Louisiana/Texas]¹, without regard to any conflicts of laws.  

Severability.  In the event that any provision in this Agreement shall be found to be invalid, illegal or unenforceable, the Employee 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 reformation shall be ignored and shall not affect the validity, legality and enforceability of the remaining provisions, which shall be valid and enforced to the fullest extent permitted by law.

Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter contained in this Agreement.  Any oral or written agreements, representations, warranties, written inducements, or other communications with respect to the subject matter contained in this Agreement made prior to the execution of this Agreement shall be void and ineffective for all purposes.