TIDEWATER INC. SUMMARY OF DIRECTOR COMPENSATION ARRANGEMENTS
Exhibit 10.45
TIDEWATER INC.
SUMMARY OF DIRECTOR COMPENSATION ARRANGEMENTS
For service as a non-management director, compensation is as follows:
| An annual cash retainer of $40,000; |
| An additional annual cash retainer of $20,000 for the lead director; |
| An additional annual cash retainer of $15,000 for the chair of each of the audit committee and the compensation committee, and $10,000 for the chair of each of the nominating and corporate governance committee and the finance and investment committee; |
| A meeting fee of $2,000 for each board or committee meeting attended; |
| An annual grant of deferred stock units under the Directors Deferred Stock Units Plan valued at date of grant at $100,000; |
| Reimbursement of reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the board of directors and its committees; |
| Participation in the companys Gift Matching Program under which the company matches a directors contribution to an educational institution or foundation up to $5,000 per year; and |
| For directors who were members of the board prior to March 31, 2006, accrued benefits under the now frozen Non-Qualified Pension Plan for Outside Directors of Tidewater. |
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