RESTRICTED STOCK AGREEMENT
FOR THE GRANT OF RESTRICTED STOCK UNDER THE
TIDEWATER INC. EMPLOYEE RESTRICTED STOCK PLAN
THIS AGREEMENT is entered into as of March 29, 2006, 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
restricted shares of the common stock of Tidewater, $.10 par value per share (the “Common Stock”), in accordance with the
Tidewater Inc. Employee Restricted Stock Plan (the “Plan”). 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:
1.1 Grant of Restricted Stock . Tidewater hereby grants to Employee a restricted stock award effective on the Date of Grant
of shares of Common Stock (the “Restricted Stock”) subject to the terms, conditions, and restrictions set forth in the
Employee Plan and in this Agreement.
1.2 Award Restrictions .
(a) The period during which the restrictions imposed on the Restricted Stock by the Employee Plan and this
Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Employee shall be
entitled to all rights of a stockholder of Tidewater, including the right to vote the shares and to receive dividends thereon;
provided, however, that the Restricted Stock, the right to vote the Restricted Stock and the right to receive dividends thereon
may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered during the Restricted
(b) The Restricted Period for the Restricted Stock shall end and the shares of Restricted Stock shall become vested
and freely transferable as