EXHIBIT 10.2
TIDEWATER INC.
AMENDMENT NO. 1 TO
CHANGE OF CONTROL
AGREEMENT
This Amendment No. 1 to the
Change of Control Agreement between Tidewater Inc., a Delaware
corporation (the “Company”) and Dean E. Taylor (the
“Employee”) dated September 26, 2007 (the
“Agreement”) is dated effective as of June 1,
2008.
WHEREAS, the Company and Employee
wish to amend the Agreement to comply with the final regulations
under Section 409A of the Internal Revenue Code, as amended,
and to address the payment of the bonus bank balance upon a
termination of employment in connection with a change of
control.
NOW THEREFORE, the Company and the
Employee hereby amend the Agreement as follows:
I.
Section 1.12 shall be added to
the Agreement to read as follows:
1.12 Specified Employee .
“Specified Employee” shall mean the Employee if the
Employee is a key employee under Code Section 409A(a)(2)(B)
and Treasury Regulations Section 1.409A-1(i) because of action
taken by the board of directors of the Company, its compensation
committee, or by operation of law or such regulation.
II.
Sections 3.3(a)(ii) and
(iii) of the Agreement shall be amended in their entirety to
read as follows:
(ii) the Company shall pay to the
Employee in a lump sum in cash on the first business day that is
more than six months following the date of termination of
employment (x) an amount calculated by multiplying the annual
bonus that the Employee would have earned with respect to the
entire fiscal year in which termination occurs, assuming the
achievement at the target level of the objective performance goals
established with respect to such bonus and the elimination of any
subjective performance goals or evaluations otherwise applicable
with respect to such bonus (including any amount that would be
credited to the bonus bank for such year assuming achievement at
the target levels), by the fraction obtained by dividing the number
of days in such year through the date of termination by 365 and
(y) any bonus bank balance that the Employee would have been
entitled to receive in the event of a termination by the Company
without “Cause” under the terms of the Bonus plan in
which the Employee participates; provided, however, that, if the
Employee has in effect a 401(k) plan deferral election with respect
to any percentage of the annual bonus which would otherwise become
payable with respect to the fiscal year in which termination
occurs, such lump sum payment shall be reduced by an amount equal
to such percentage times the lump sum payment (which reduction
amount shall be deferred in accordance with such
election);
(iii) if, at the date of
termination, the Company shall not yet have paid to the Employee
(or deferred in accordance with any effective deferral election by
the Employee) an annual bonus with respect to a completed fiscal
year, the Company shall pay to the Employee in a lump sum in cash
on the first business day that is more than six months following
the date of termination of employment an amount determined as
follows: (x) (1) if the Compensation Committee of the Board
shall have already determined the amount of such annual bonus, the
greater of such amount, plus or minus any deductions from or
additions to the bonus bank for such fiscal year, or the amount
provided under Section 3.2(b) hereof shall be paid, and
(2) if the Compensation Committee shall not have already
determined the amount of such annual bonus, the amount to be paid
shall be the greater of the amou
