EXHIBIT
10.42
AMENDMENT
NUMBER TWO
TO
THE
TIDEWATER
INTERNATIONAL SUPPLEMENTAL
EXECUTIVE
RETIREMENT PLAN
WHEREAS
,
Tidewater Crewing Limited (“Tidewater Crewing” or the
“Employer” with respect to Eligible Employees of
Tidewater Crewing Limited) and Tidewater Marine North Sea Limited
(“Tidewater North Sea” or the “Employer”
with respect to Eligible Employees of Tidewater Marine North Sea
Limited) sponsor the Tidewater International Supplemental Executive
Retirement Plan (the “Plan”);
WHEREAS
,
the Plan was adopted effective November 1, 2003. The Plan has
been amended from time to time, most recently restated effective
January 1, 2008, and further amended on December 10,
2008; and
WHEREAS
,
the Employers wish to amend the Plan to make certain changes to the
manner in which the plan is administered;
NOW,
THEREFORE , the Employers
hereby amend the Plan, effective January 22, 2009, as
follows:
I.
Article 3,
Administration , is amended and restated to read as
follows:
This Plan
shall be administered by the Employee Benefits Committee (the
“Employee Benefits Committee” or the
“Committee”). The respective powers and obligations of
the Employee Benefits Committee, the Board of Directors of the
Company (the “Board of Directors”) and the Compensation
Committee of the Board of Directors (the “Compensation
Committee”) are the same as those set forth in the Pension
Plan document, but modified to take into account that this Plan is
an unfunded plan for highly-compensated employees. Subject to the
terms of this Article 3, the Employee Benefits Committee shall have
full power and authority to interpret, construe and administer this
Plan, and such governing body’s interpretations and
constructions hereof and actions hereunder, including the timing,
form, amount or recipient of any payment to be made hereunder,
within the scope of its authority, shall be binding and conclusive
on all persons for all purposes. No member of a governing body
shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of this Plan,
unless attributable to his own willful misconduct or lack of good
faith. Each administrator shall be fully indemnified as provided in
the Pension Plan. The Company may purchase fiduciary insurance
covering officers, directors and employees. A member of the
Employee Benefits Committee shall not participate in any action or
determination regarding his own benefits hereunder. Any action or
determination that affects in a substantive manner the benefits of
participants shall be submitted to the Compensation Committee for
approval.
1
II.
The second sentence of the second
paragraph in Article 4, Eligibility , shall be amended to
read as follows:
Notwithstanding the foregoing, the
Compensation Committee may, in its discretion, determine to
increase benefits hereunder,
