EXHIBIT 10.34
AMENDED AND RESTATED
TIDEWATER INC.
EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN
The primary objective of the Tidewater Inc. Executive Officer Annual Incentive Plan (the “Executive Incentive Plan” or the
“Plan”) is to reward Tidewater’s executive officers for their assistance in helping Tidewater Inc. (the “Company”) achieve
its financial and operating goals for the fiscal year. The Plan links a significant element of variable annual compensation to
the accomplishment of these goals.
The Compensation Committee of the Board of Directors established this Plan to maximize Tidewater’s deduction under
Section 162(m) of the Internal Revenue Code (“Section 162(m)”), provided that such actions are consistent with its
philosophy and in the best interest of Tidewater and its shareholders. At the Company’s 2002 Annual Meeting of
Stockholders, the stockholders approved the material terms of the performance goals applicable to the Plan in order to
qualify amounts paid as performance-based compensation under Section 162(m). The stockholders will be asked to
reapprove the performance goals at the 2008 Annual Meeting of Stockholders in accordance with the requirements of
Section 162(m). Notwithstanding the provisions of Section 162 (m), the Compensation Committee may award compensation
outside of the Plan that is not fully tax deductible, if the Compensation Committee determines that such award is consistent
with its philosophy and in the best interest of Tidewater and its stockholders.
The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company; provided that
all of the members of the Compensation Committee qualify as “outside directors” under Section 162(m). If all of the
members do not so qualify, the Plan shall be administered by a special subcommittee of the Compensation Committee, all of
the members of which qualify as “outside directors” under Section 162(m). The term “Committee” shall be used herein to
refer to the committee that is cur