EXHIBIT 10
CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT (this
“ Agreement ”) is entered into as of the 7th day
of July, 2008, by and between Tidewater Inc., a Delaware
corporation (the “ Company ”), and J. Keith
Lousteau (the “ Consultant ”).
RECITALS
WHEREAS, the Consultant and the
Company entered into a Retirement Agreement on April 24, 2008
(the “Retirement Agreement”), and the parties agreed
therein to enter into a consulting agreement;
WHEREAS, the Consultant is willing
to be available to provide certain consulting and business services
to the Company on the terms and subject to the conditions contained
herein.
NOW, THEREFORE, the parties hereto
hereby agree as follows:
1. Engagement .
The Company hereby engages the
Consultant and the Consultant hereby accepts engagement as a
consultant to the Company in accordance with the terms of this
Agreement.
2. Term .
The term of this Agreement (the
“Term”) shall commence as of the “Retirement
Date” as defined in the Retirement Agreement and shall
continue for two years thereafter, at which time the Company may
opt to extend the Term for an additional two years by giving 60
days prior written notice to Consultant.
3. Scope of Services and
Duties . During the
Term, the Consultant agrees to be reasonably available, either in
person or by telephone, to consult, advise and assist in connection
with such matters as the Company may request and as are within his
area of expertise and prior experience, including, without
limitation, financial reporting, accounting, tax, treasury,
strategic planning, evaluation of transactions and finance. The
Consultant agrees to devote such time as is reasonably necessary to
effectively assist Company with regard to these matters, which the
parties agree shall not be less than 16 hours per calendar month
for the duration of the Term.
4. Consulting Fees; Expenses;
Commissions . In
consideration for the Consultant’s performance of the
services hereunder, the Company shall pay Consultant an hourly fee
of $200, which amount will be increased to $250 per hour if the
Company exercises its option to extend the Term (the
“Fee”). The accrued Fee shall be payable monthly on the
last business day of each month. During the Term, the Consultant
shall be entitled to receive prompt reimbursement for all
reasonable and necessary expenses incurred by the Consultant in
performing services hereunder, provided that such expenses are
incurred hereunder and accounted for in accordance with the
policies and procedures established by the Company.
5. Company Provided Items
. During the term of this
Agreement the Company shall furnish Consultant with a blackberry
(or comparable device), cell phone, laptop computer and a company
email address, with appropriate linkage to the Com
