SECOND AMENDMENT TO
RETIREMENT AGREEMENT
THIS SECOND
AMENDMENT TO RETIREMENT AGREEMENT (“Amendment”) is
entered into by and between Trico Marine Services, Inc., a Delaware
corporation (the “Company”), and Joseph S. Compofelice
(“Director”) as of July 23, 2008.
WHEREAS ,
Director has been elected to serve as a member of the Board of
Directors of the Company (the “Board”), and has been
designated by the Board as Chairman of the Board;
WHEREAS ,
the Company and Director have heretofore entered into that certain
Retirement Agreement dated as of March 15, 2005, as amended
(the “Retirement Agreement”);
WHEREAS ,
the Company and Director have heretofore entered into Employment
Agreement effective as of July 9, 2007, pursuant to which the
Company has employed Director in the positions of President and
Chief Executive Officer of the Company;
WHEREAS ,
the Company and Director have entered into an Amended and Restated
Employment Agreement effective as of July 23, 2008 (the
“Amended and Restated Employment
Agreement”);
WHEREAS ,
pursuant to Section 5 of the Retirement Agreement, the Company
and Director have the authority to amend the Retirement Agreement;
and
WHEREAS ,
in connection with entering into the Amended and Restated
Employment Agreement, the Company and Director desire to amend the
Retirement Agreement in certain respects;
NOW,
THEREFORE , in consideration of the premises set forth above
and the mutual agreements set forth herein, the Com
