1997 STOCK INCENTIVE PLAN
(EFFECTIVE OCTOBER 1, 1999)
1. PURPOSE. The purpose of the 1997 Stock Incentive Plan (the "Plan") of Tidewater Inc. ("Tidewater") is to
increase shareholder value and to advance the interests of Tidewater and its subsidiaries (collectively, the
"Company") by furnishing stock-based economic incentives (the "Incentives") designed to attract, retain and
motivate key employees, officers and directors and to strengthen the mutuality of interests between such
employees, officers and directors and Tidewater's shareholders. Incentives consist of opportunities to purchase
or receive shares of common stock, $.10 par value per share, of Tidewater (the "Common Stock"), on terms
determined under the Plan. As used in the Plan, the term "subsidiary" means any corporation of which Tidewater
owns (directly or indirectly) within the meaning of Section 425(f) of the Internal Revenue Code of 1986, as
amended (the "Code"), 50% or more of the total combined voting power of all classes of stock.
2.1. COMPOSITION. The Plan shall be administered by the Compensation Committee of the Board of
Directors of Tidewater or by a subcommittee thereof (the "Committee"). The Committee shall consist of not
fewer than two members of the Board of Directors, each of whom shall (a) qualify as a "non-employee director"
under rule 16b-3 under the Securities Exchange Act of 1934 (the "1934 Act") or any successor rule, and (b)
qualify as an "outside director" under Section 162(m) of the Code.
2.2. AUTHORITY. The Committee shall have plenary authority to award Incentives under the Plan, to interpret
the Plan, to establish any rules or regulations relating to the Plan that it determines to be appropriate, to enter into
agreements with participants as to the terms of the Incentives (the "Incentive Agreements") and to make any other
determination that it believes necessary or advisable for the proper administration of the Plan. Its decisions in