AMENDMENT NO. 5
TO THE
GULFMARK OFFSHORE, INC.
1997 INCENTIVE EQUITY PLAN
THIS
AGREEMENT by GulfMark Offshore, Inc., a Delaware corporation
(the “ Company ”),
WHEREAS ,
the Company previously adopted the 1997 Incentive Equity Plan (the
“ Plan ”);
WHEREAS,
pursuant to Article 6 of the Plan, the Company has the right
to amend the Plan; and
WHEREAS ,
the Company desires to amend the Plan;
NOW,
THEREFORE , the Board of Directors agrees that effective
October 13, 2009, the Plan is amended as follows:
1. The
references in Sections 2.3 and 3.2 of the Plan to
“change in control of the Company” are deleted and the
words “Change of Control” are inserted in their
stead.
2. Section 4.7
of the Plan is hereby amended by deleting therefrom the third
sentence.
3. Section 7.1
of the Plan is amended by adding the following new
Section 7.1(k) to the Plan to provide as follows:
(k) “
Change of Control ” shall mean the occurrence of one
or more 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
- 1 -
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 the Exchange Act), respectively,
of the then outstanding shares of common stock of the Company (the
“Outstanding Stock”) and the combined voting power of
the then outstanding securities entitled to vote generally in the
election of directors of the Company (the “Outstanding
Company Voting Securities”) immediately prior to such
Business Combination beneficially own, upon consummation of such
Business Combination, directly or indirectly, more than 50% of the
then outstanding shares of common stock (or similar securities or
interests in the case of an entity other than a corporation) and
more than 50% of the combined voting power of the then outstanding
securities (or interests) entitled to vote generally in the
election of directors (or in the selection of any other similar
governing body in the case of an entity other than a corporation)
of the Surviving Corporation (as defined below) in substantially
the same proportions as their ownership of the Outstanding Stock
and Outstanding Company Voting Securities, immediately prior to the
consummation of such Business Combination (that is, excluding any
outstanding voting securities of the Surviving Corporation that
such beneficial owners hold immediately following th
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