AMENDED AND RESTATED TIDEWATER INC. MANAGEMENT ANNUAL INCENTIVE PLAN

EXHIBIT 10.33

AMENDED AND RESTATED

TIDEWATER INC.

MANAGEMENT ANNUAL INCENTIVE PLAN

The primary objective of the Tidewater Inc. Management Annual Incentive Plan (the “MAIP” or the “Plan”) is to reward certain of Tidewater’s officers and key employees for their assistance in helping Tidewater Inc. (the “Company”) achieve its financial and operating goals for the fiscal year. The Plan links a significant element of variable annual compensation to the accomplishment of these goals.

The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”). The authority of the Committee shall include, in particular, authority to:

The Chief Executive Officer shall have the authority to name additional participants after the beginning of a particular plan year and establish target award percentages for such, participants, in connection with promotions, new hires and the establishment of new positions within the Company

The Plan concept for fiscal 2007 and for future years focuses upon Tidewater’s performance in the areas of economic value added (“EVA”), safety and the individual.

Eligibility for participation in the MAIP will be limited to officers and certain key employees who directly impact the Company’s financial performance and who do not participate in another Company bonus plan. The specific positions eligible to participate in the plan will be reviewed and determined annually by Tidewater’s Chief Executive Officer and the Committee. The Chief Executive Officer also has the authority to name participants as described in Section II above. The Committee has determined that the participants in this Plan and in the Company’s Executive Officer Annual Incentive Plan shall constitute the “specified employees” of the Company under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (“Section 409A”).

As Amended through January 30, 2008

The Committee has designed an annual bonus program for fiscal 2007 and future years that will be based upon economic value added, safety performance and individual performance.

Prior to or early in each fiscal year, the Committee will specify target incentive awards for each participant. These amounts are determined based upon each eligible participant’s base salary multiplied by the target percentage associated with the participant’s position within the Company and the measurable amount of the participant’s direct influence on the Company’s financial performance. This percentage increases or decreases based upon performance above or below the target. The base target percentage will be adjusted as a result of changes in position or initial hiring during a fiscal year.

The bonus pool is equal to the aggregate of the percentage of salary bonus amounts set by the Committee for all participants and applied to Company performance. The target bonus pool for participants based on a percentage of salary is funded as follows:

75% of pool is generated and declared based on EVA performance. Seventy-five percent of this portion eligible for payout is based upon EVA performance and 25% eligible for payout is based upon individual performance; and

25% of pool is generated based upon satisfaction of Total Reported Incident Rate safety objectives, defined below.

At EVA and safety performance levels above and below the target levels, the 75%/25% relationship will change. The 25% safety component can be increased by up to 150% of target for exceptional safety performance.

The performance criteria described below will be used to determine annual bonus amounts. The economic value added and safety performance goals for a particular year will be established by the Compensation Committee prior to or early in each fiscal year.

Certain adjustments to NOPAT will be made in determining EVA. Accordingly, the following items reported in the Company’s consolidated statement of earnings will be added to or subtracted from NOPAT as reported in order to determine EVA for purposes of the Plan:

2

The EVA target for the first three years of Plan bonuses is set at $5 million additional EVA per year, but may be changed by the Compensation Committee for a future fiscal year in its discretion.

In order to limit volatility in annual bonus payouts and to tie payouts to sustainable value creation, a bonus bank mechanism applies to the portion of the bonus based upon EVA and paid through the Plan.

The materials presented to the Committee by Stern Stewart & Co. at the Committee meeting held March 29, 2006 (the “Stern Stewart Materials”) provide examples of the calculation of the declared EVA portion of the bonus under various scenarios. Any declared EVA bonus is credited to a participant’s personal bonus bank account each year, with a payout of up to the lesser of the declared EVA portion or 150% of the target bonus, and one-third of any net positive bank balance paid out. The resulting EVA portion available for payout can be reduced by the Committee by up to 25% depending upon an evaluation of individual performance. The remaining two-thirds of the bonus bank is held at risk.

In a year in which EVA bonus declared is a negative number, this negative amount determined according to the Stern Stewart Materials is deducted from the bonus bank.

Residual amounts, including negative balances, are banked forward to be credited or debited against future declared bonus amounts. If a negative balance is more than half of a future positive declaration, one-third of the negative balance will be deducted against the positive declaration in that year, with the remaining negative balance carried forward to subsequent years. If a negative balance is less than half of a future positive declaration,