This Employment Agreement ("Agreement") between Tidewater Inc., a Delaware corporation ("Company"), and
William C. O'Malley ("Employee") is effective as of September 19, 1997 (the "Agreement Date") and supersedes
the employment agreement between the Company and the Employee dated June 13, 1994.
The Company and the Employee agree as follows:
1. EMPLOYMENT CAPACITY AND TERM.
(a) CAPACITY AND TERM. The Employee will serve as the President and Chief Executive Officer of the
Company for the period beginning September 19, 1997 through September 19, 2000. The period from
September 19, 1997 through September 19, 2000 is referred to in this Agreement as the "Employment Term."
(b) DUTIES. As the President and Chief Executive Officer, the Employee shall perform such duties, consistent
with the Employee's job title, as may be prescribed from time to time by the Board of Directors of the Company
(the "Board") and shall perform such duties as are described in the Company's Bylaws.
(c) CHAIRMAN. Employee has been elected a director of the Company and serves as the Chairman of the
Board. If the Employee hereafter ceases for any reason to be the President and Chief Executive Officer of the
Company, the Employee will, if requested by the Company, resign as the Chairman of the Board and as a
director of the Company.
2. TERM OF AGREEMENT. The term of this Agreement shall commence on the Agreement Date and shall
continue through the last day of the Employment Term, subject to any earlier termination of Employee's status as
an employee pursuant to the terms of this Agreement. Following the term of this Agreement, each party shall have
the right to enforce all rights, and shall be bound by all obligations, of such party that are continuing rights and
obligations under the terms of this Agreement.
3. DEVOTION TO RESPONSIBILITIES.
During the Employment Term, the Employee will devote all of his time and attention to the business of the
Company, and he will not engage in or