AMENDED AND RESTATED
MANAGEMENT ANNUAL INCENTIVE PLAN
The primary objective of the Tidewater Inc. Management Annual Incentive Plan (the “MAIP” or the “Plan”) is to reward
certain of Tidewater’s officers and key employees for their assistance in helping Tidewater Inc. (the “Company”) achieve
its financial and operating goals for the fiscal year. The Plan links a significant element of variable annual compensation to
the accomplishment of these goals.
The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the
“Committee”). The authority of the Committee shall include, in particular, authority to:
The Chief Executive Officer shall have the authority to name additional participants after the beginning of a particular plan
year and establish target award percentages for such, participants, in connection with promotions, new hires and the
establishment of new positions within the Company
The Plan concept for fiscal 2007 and for future years focuses upon Tidewater’s performance in the areas of economic value
added (“EVA”), safety and the individual.
Eligibility for participation in the MAIP will be limited to officers and certain key employees who directly impact the
Company’s financial performance and who do not participate in another Company bonus plan. The specific positions
eligible to participate in the plan will be reviewed and determined annually by Tidewater’s Chief Executive Officer and the
Committee. The Chief Executive Officer also has the authority to name participants as described in Section II above. The
Committee has determined that the participants in this Plan and in the Company’s Executive Officer Annual Incentive Plan
shall constitute the “specified employees” of the Company under Section 409A of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder (“Section 409A”).
As Amended through January 30, 2008
The Committee has designed an an