EXHIBIT
10.44
AMENDMENT
NUMBER TWO
TO
THE
TIDEWATER
INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS
,
Tidewater Inc. (the “Company” or the
“Employer”) sponsors the Tidewater Inc. Supplemental
Executive Retirement Plan (the “Plan”);
WHEREAS
,
the Plan was adopted effective July 1, 1991. The Plan has been
amended from time to time, and most recently restated effective
January 1, 2008, and further amended on December 10,
2008; and
WHEREAS
,
the Company wishes to amend the Plan to make certain changes to the
manner in which the plan is administered;
NOW,
THEREFORE , the Company
hereby amends the Plan, effective January 22, 2009, as
follows:
I.
The first
clause of the second paragraph of Section 7.1, Time and
Form of Payment , is amended to read as follows:
Notwithstanding,
a Participant may elect on a form provided by the Employee Benefits
Committee of the Employer (the “Committee” or the
“Employee Benefits Committee”),
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, credit an Eligible
Employee with an additional period of service hereunder, accelerate
the time or times of payment of benefits hereunder or change the
date (but not retroactively) on which benefits cease to accrue for
an Employee or terminating Employee.
III.
The first
clause of Article 5, Amount of Supplemental Pension Benefit for
Eligible Employees Covered under the Pension Plan , shall be
amended to read as follows:
Unless
otherwise determined by the Compensation Committee under Article 4,
the amount of supplemental pension benefit shall be:
IV.
The first
sentence of Article 5(c), Amount of Supplemental Pension Benefit
for Eligible Employees Covered under the Pension Plan , shall
be amended to read as follows:
The
computation in paragraph (i) above shall be made as to take
into account any change authorized by the Compensation Committee as
permitted in Article 4 hereof.
1
V.
The first clause of Article 6,
Amount of Supplemental Pension Benefit for Eligible Employees
Who Are Not Covered under the Pension Plan , shall be amended
to read as follows:
Unless otherwise determined by the
Compensation Committee under Article 4, the amount of supplemental
pension benefit shall be:
VI.
The first sentence of Article 6(c),
Amount of Supplemental Pension Benefit for Eligible Employees
Who Are Not Covered under the Pension Plan , is amended to read
as follows:
The computation in para
