AMENDMENT No. 2 TO THE GULFMARK OFFSHORE, INC. NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN

AMENDMENT No. 2
TO THE
GULFMARK OFFSHORE, INC.
NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN

      THIS AGREEMENT is made by GulfMark Offshore, Inc., a Delaware corporation (the “ Company ”),

WITNESSETH:

      WHEREAS , the Company previously adopted the GulfMark Offshore, Inc. Non-Employee Director Share Incentive Plan (the “ Plan ”);

      WHEREAS, pursuant to Section 15 of the Plan, the Company has the right to amend the Plan; and

      WHEREAS, the Company desires to amend the Plan;

     1. Section 8 of the Plan is completely amended and restated to provide as follows:

     8. ADJUSTMENT PROVISIONS – CHANGE IN CONTROL.

(a) If there shall be any change in the Common Stock, through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, dividend in kind or other like change in capital structure or distribution (other than normal cash dividends) to stockholders of the Company, an adjustment shall be made to each outstanding Stock Option and Stock Award (including any Unvested Stock Award) such that each such Stock Option and Stock Award shall thereafter be exercisable or vested and deliverable for such property as would have been received in respect of the Common Stock subject to such Stock Option and Stock Award had such Stock Option and Stock Award been exercised or vested and delivered in full immediately prior to such change or distribution, and such an adjustment shall be made successively each time any such change shall occur. In addition, in the event of any such change or distribution, in order to prevent dilution or enlargement of a Non-Employee Director’s rights under the Plan, the Board will have authority to adjust, in an equitable manner, the number and kind of shares that may be issued under the Plan, the number and kind of shares subject to outstanding Stock Options and Stock Awards (including Unvested Stock Awards), and the exercise price applicable to outstanding Stock Options.

(b) Notwithstanding any other provision of the Plan, if there is a Change in Control of the Company all then outstanding Stock Options shall immediately become exercisable and all Unvested Stock Awards shall immediately become vested and deliverable, as the case may be. For purposes of this Section 8(b), a “Change in Control” shall be deemed to have occurred upon any of the following events:

     (i) Change in Board Composition . Individuals who constitute the members of the Board as of the date hereof (the “Incumbent Directors”), cease for any reason to constitute at least a majority of members of the Board; provided that any individual becoming a director of the Company subsequent to the date hereof shall be considered an Incumbent Director if such individual’s appointment, election or nomination was approved by a vote of at least 50% of the Incumbent Directors; provided further that any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or contests by or on behalf of a “person” (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director;

     (ii) Business Combination . Consummation of (i) a reorganization, merger, consolidation, share exchange or other business combination involving the Company or any of its subsidiaries or the disposition of all or substantially all the assets of the Company, whether in one or a series of related transactions, or (ii) the acquisition of assets or stock of another entity by the Company (either, a “Business Combination”), excluding, however, any Business Combination pursuant to which: (A) individuals who were the “beneficial owners” (as such term is defined in Rule 13d-3 under