STOCK OPTION AND RESTRICTED STOCK AGREEMENT
FOR THE GRANT OF INCENTIVE STOCK OPTIONS AND
NON-QUALIFIED STOCK OPTIONS UNDER THE
TIDEWATER INC. 2001 STOCK INCENTIVE PLAN
AND THE GRANT OF RESTRICTED STOCK UNDER THE
TIDEWATER INC. EMPLOYEE RESTRICTED STOCK PLAN
THIS AGREEMENT is entered into as of March 30, 2005, 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 an
option to purchase shares of the common stock of Tidewater, $.10 par value per share (the “Common Stock”), in accordance
with the Tidewater Inc. 2001 Stock Incentive Plan (the “2001 Plan”) and restricted shares of Common Stock in accordance with
the Tidewater Inc. Employee Restricted Stock Plan (the “Employee Plan” and, collectively with the 2001 Plan, the “Plans”).
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 Options . Tidewater hereby grants to the Employee effective March 30, 2005 (the “Date of Grant”) the right,
privilege and option to purchase shares of Common Stock (the “Option”) at an exercise price of $37.55 per share (the
“Exercise Price”). The Option shall be exercisable at the times specified in Section 1.2 below. With respect to of the
shares subject to the Option, the Option shall be a non-qualified stock option and with respect to of the shares
subject to the Option, the Option shall be an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”).
1.2 Time of Exercise