AMENDED AND RESTATED
CHANGE OF CONTROL AGREEMENT
This is an amendment and restatement dated effective as of June 1, 2008 (the “Effective Date”) of the Change of Control
Agreement (the “Agreement”) between Tidewater Inc., a Delaware corporation (the “Company”), and Joseph M. Bennett (the
“Employee”) dated effective as of October 1, 1999.
1.1 Affiliate Defined . “Affiliate” (and variants thereof) shall mean a Person that controls, or is controlled by, or is under
common control with, another specified Person, either directly or indirectly.
1.2 Beneficial Owner Defined . “Beneficial Owner” (and variants thereof), with respect to a security, shall mean a Person
who, directly or indirectly (through any contract, understanding, relationship or otherwise), has or shares (i) the power to vote,
or direct the voting of, the security, and/or (ii) the power to dispose of, or to direct the disposition of, the security.
1.3 Cause Defined . “Cause” shall mean:
(a) the willful and continued failure of the Employee to perform substantially the Employee’s duties with the Company
or its Affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand
for substantial performance is delivered to the Employee by the board of directors of the Company (the “Board”) which
specifically identifies the manner in which the Board believes that the Employee has not substantially performed the Employee’s
(b) the willful engaging by the Employee in conduct which is demonstrably and materially injurious to the Company
or its subsidiaries, monetarily or otherwise.
For purposes of this provision, no act or failure to act, on the part of the Employee, shall be considered “willful” unless it is
done, or omitted to be done, by the Employee in bad faith or without reasonable belief that the Employee’s action or omission
was in the best interests of the Company or its Affiliates. Any act, or failure to act,