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EXHIBIT
10.36
AMENDMENT TO
THE
AMENDED AND
RESTATED
DEFERRED COMPENSATION PLAN
FOR
OUTSIDE DIRECTORS OF
TIDEWATER INC.
Preamble
WHEREAS, the Amended and
Restated Deferred Compensation Plan for Outside Directors of
Tidewater Inc. (the “Plan”) was frozen as to future
deferrals on November 2006, and continues in effect only with
respect to previously deferred amounts currently being paid out in
annual installments to former directors through the Plan;
and
WHEREAS, the Board of
Directors of Tidewater Inc. (the “Company”) wishes to
adopt certain amendments to the Plan to comply with
Section 409A of the Internal Revenue Code of 1986, as amended
(“Section 409A”) with respect to previously deferred
amounts that are currently being paid out to former
participants.
NOW, THEREFORE, the Plan
shall be amended as follows:
I
Section 8.2 shall be
amended in its entirety to read as follows:
8.2 TIMING OF DISTRIBUTION.
As soon as practicable after the expiration of the Deferral Period,
all amounts credited to a Director shall be distributed to him (or
his designated beneficiary) in cash in a single lump-sum payment,
unless the Director has elected to receive the annual installment
payments over not less than two nor more than ten years. An
election to receive the distribution in installments must be made
at least 13 months prior to the end of the Deferral Period and may
be made at the time of the deferral election or at a later time on
the form provided as Exhibit “B” to the Plan. A
change to a deferral election or form of distribution election
hereunder will be permitted only prior to December 31, 2008 in
compliance with the transition rules of Section 409A. If
payment in the form of annual installment payments is elected, the
second and remaining annual installment payments, if any, shall be
payable on the successive anniversary dates of the first payment.
If a Director who has deferred Compensation under the Plan dies
while a member of the Board, or after commencing to receive a
distribution under this Article, then any remaining payments shall
be payable to the Director’s designated beneficiary as
directed by the Director on Exhibit “C” to the
Plan.
II
Section 8.5 shall be
amended in its entirety to read as follows:
8.5 DISTRIBUTION DUE TO
HARDSHIP. A Director may request a distribution due to Hardship by
submitting a written request to the Committee accompanied by
evidence to demonstrate that the circumstances being experienced
qualify as a Hardship. The Committee shall have the authority to
require such evidence as it deems necessary to determine if a
distribution is warranted. If an application for a distribution due
to a Hardship is approved, the distribution is limited to an amount
sufficient to meet the emergency. The allowed
distribution
shall be payable in a method determined
by the Committee as soon as possible after approval of such
distribution, but no later than 90 days following the occurrence of
the Hardship. The Director does not have the right to designate the
taxable year of the Hardship payment. A Director who has commenced
receiving installment payments under the Plan may request
acceleration of such payments in the event of a Hardship. The
Committee may permit accelerated payments to the extent such
accelerated payment does not exceed the amount necessary to meet
the emergency.
“Hardship” means
an unforeseeable emergency, as defined in
Section 409A.
III
Section 8.7 shall be
amended in its entirety to read as follows:
8.7 CHANGE OF
CONTROL
Distribution upon a Change
of Control . Notwithstanding the fact that the Deferral Period
may not have ended and notwithstanding a prior election by a
Director to have deferred Compensation distributed in installments,
if, prior to a Change of Control and in accordance with the
Section 409A transition rules in effect until
December 31, 2008 and other applicable tax requirements, a
Director shall have elected in a form and manner reasonably
satisfactory to the Company that his Investment Fund Unit account
(including, without limitation, deferred Compensation, interest,
dividends and earnings thereon, and any amount attributable to
Stock Units that were automatically converted upon the occurrence
of the Change of Control) shall be distributed to the Director in a
lump sum upon a Change of Control, such amount shall be so
paid.
(a) Definition of Change
of Control . As used in the Plan, “Change of
Control
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