Tidewater Inc. Summary of Director Compensation Arrangements

Summary

Tidewater Inc. outlines the compensation for its non-management directors, including an annual cash retainer, additional fees for lead and committee chairs, meeting fees, and an annual grant of deferred stock units. Directors are also reimbursed for travel and related expenses, can participate in a gift matching program, and, if eligible, receive accrued pension benefits from a frozen plan. These arrangements specify the financial and benefit terms for directors' service on the board and its committees.

EX-10.45 6 dex1045.htm SUMMARY OF COMPENSATION ARRANGEMENTS WITH DIRECTORS Summary of Compensation Arrangements with Directors

Exhibit 10.45

TIDEWATER INC.

SUMMARY OF DIRECTOR COMPENSATION ARRANGEMENTS

For service as a non-management director, compensation is as follows:

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An annual cash retainer of $40,000;

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An additional annual cash retainer of $20,000 for the lead director;

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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;

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A meeting fee of $2,000 for each board or committee meeting attended;

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An annual grant of deferred stock units under the Directors Deferred Stock Units Plan valued at date of grant at $100,000;

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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;

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Participation in the company’s Gift Matching Program under which the company matches a director’s contribution to an educational institution or foundation up to $5,000 per year; and

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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.