DIRECTORS DEFERRED STOCK UNITS PLAN
1. Purpose of the Plan.
The purpose of the Tidewater Inc. Directors Deferred Stock Units Plan is to promote the interests of Tidewater Inc. (the
“Company”) and its stockholders by strengthening the Company’s ability to attract, motivate and retain directors of experience
and ability, and to encourage the highest level of director performance by providing directors with a proprietary interest in the
Company’s financial success and growth.
Certain terms used herein are defined as follows:
2.1 “Award Notice” means any written or electronic notice of grant, evidencing any grant of stock units.
2.2 “Board” means the Board of Directors of the Company.
2.3 “Change of Control” means a “Change of Control” as defined in the Company’s 2006 Stock Incentive Plan, provided
such event also constitutes a change in ownership or effective control of the Company or a change in the ownership of a
substantial portion of the Company’s assets, as such terms are defined in Section 409A.
2.4 “Committee” means the Nominating and Corporate Governance Committee of the Board or a subcommittee thereof. The
Committee shall consist of not fewer than two members of the Board, each of whom shall qualify as a “non-employee director”
under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, or any successor rule.
2.5 “Common Stock” means the common stock, $0.10 par value per share, of the Company.
2.6 “Company” or “Tidewater” means Tidewater Inc., a Delaware corporation.
2.7 “Compensation Amount” shall mean the dollar amount of compensation that each Director shall receive in the form of
Stock Units each year. The initial Compensation Amount shall be $100,000 and may be changed from time to time by the
2.8 “Director” means a member of the Board who is not employed by the Company or any of its subsidiaries.
2.9 “Fair Market Value” means (a) if the Common Stock is listed on an established stock exchange or an