EXHIBIT 10.20
STOCK OPTION AND RESTRICTED STOCK AGREEMENT
FOR THE GRANT OF INCENTIVE STOCK OPTIONS, NON-QUALIFIED
STOCK OPTIONS AND RESTRICTED STOCK UNDER THE
TIDEWATER INC. 2006 STOCK INCENTIVE PLAN
THIS AGREEMENT is entered into as of March 5, 2008, by and between Tidewater Inc., a Delaware corporation
(“Tidewater”), and (the “Employee”).
WHEREAS, the Employee is a key employee of Tidewater or one of its subsidiaries and Tidewater considers it desirable
and in its best interest that the Employee be given an added incentive to advance the interests of Tidewater by possessing an
option to purchase shares of the common stock of Tidewater, $.10 par value per share (the “Common Stock”) and restricted
shares of Common Stock in accordance with the Tidewater Inc. 2006 Stock Incentive Plan (the “Plan”), which was approved by
the shareholders of Tidewater at the 2006 annual meeting of shareholders. Tidewater and its subsidiaries shall be collectively
referred to herein as the “Company.”
NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties as follows:
I.
Stock Options
1.1 Grant of Options . Tidewater hereby grants to the Employee effective March 5, 2008 (the “Date of Grant”) the right,
privilege and option to purchase shares of Common Stock (the “Option”) at an exercise price of $56.71 per share (the
“Exercise Price”). The Option shall be exercisable at the times specified in Section 1.2 below. With respect to of the
shares subject to the Option, the Option is intended to be a non-qualified stock option and with respect to of the
shares subject to the Option, the Option is intended to be an incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”). Notwithstanding the foregoing, an Option intended to qualify as an incentive stock
option may be treated as a non-qualified stock option in the event of the acceleration of vest