THIRD AMENDMENT TO
RETIREMENT AGREEMENT
THIS THIRD
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 December 9, 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 also entered into an Employment
Agreement effective as of July 9, 2007, which was amended and
restated effective as of July 23, 2008, pursuant to which the
Company employs Director in the positions of President and Chief
Executive Officer of the Company;
WHEREAS ,
pursuant to Section 5 of the Retirement Agreement, the Company
and Director have the authority to amend the Retirement Agreement;
and
WHEREAS ,
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 Company and
Director hereby agree, effective as of the date first set forth
above, that the Retirement Agreement shall be amended as hereafter
provided:
1. The first
sentence of Section 1 of the Retirement Agreement shall be
deleted and the following shall be substituted therefor:
“Director’s retirement benefit under
the terms of this Agreement shall equal $20,000 per month, payable
on the first business day of each month, for a period of twelve
months commencing with the first full month that begins after the
date Director satisfies the eligibility requirements below;
provided, however, if the payment of such benefit would be subject
to additional taxes and interest under Section 409A of the
Code because the timing of such payment is not delayed as provided
in Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986,
as amended (the “Code”), and the Treasury regulations
thereunder, then any s
