TIDEWATER INC. COMPANY PERFORMANCE EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN FOR FISCAL YEARS 2010, 2011 AND 2012

EXHIBIT 10.3

TIDEWATER INC.

COMPANY PERFORMANCE EXECUTIVE OFFICER

ANNUAL INCENTIVE PLAN

FOR FISCAL YEARS 2010, 2011 AND 2012

The primary objective of the Tidewater Inc. Company Performance Executive Officer Annual Incentive Plan (the “Executive Incentive Plan” or the “Plan”) is to reward Tidewater’s executive officers 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 potential variable annual compensation to the accomplishment of these goals.

The Compensation Committee of the Board of Directors established the Plan to maximize Tidewater’s deduction under Section 162(m) of the Internal Revenue Code (“Section 162(m)”), provided that such actions are consistent with its philosophy and in the best interest of Tidewater and its shareholders. At the Company’s 2008 Annual Meeting of Stockholders, the stockholders approved the material terms of the performance goals applicable to the Plan in order to qualify amounts paid as performance-based compensation under Section 162(m). The provisions of this Plan document operate in conjunction with and are subject to the material terms of the Plan approved by the stockholders at the 2008 Annual Meeting. The stockholders will be asked to reapprove the performance goals at the 2013 Annual Meeting of Stockholders in accordance with the requirements of Section 162(m). The provisions hereof are subject to the material terms of the Plan as last approved by the stockholders. Notwithstanding the provisions of Section 162 (m), the Compensation Committee may award compensation outside of the Plan that is not fully tax deductible, if the Compensation Committee determines that such award is consistent with its philosophy and in the best interest of Tidewater and its stockholders. Such compensation issued outside of the Plan shall include but not be limited to the Tidewater Inc. Individual Performance Annual Incentive Plan, which is a separate plan providing annual awards based upon an evaluation of individual performance.

The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company; provided that all of the members of the Compensation Committee qualify as “outside directors” under Section 162(m). If all of the members do not so qualify, the Plan shall be administered by a special subcommittee of the Compensation Committee, all of the members of which qualify as “outside directors” under Section 162(m). The term “Committee” shall be used herein to refer to the committee that is currently authorized to administer the Plan. The authority of the Committee shall include, in particular, authority to:

The Committee may use its discretion to reduce or to eliminate, but not to increase, the bonus amount payable to a participant under the Plan formula.

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

Eligibility for participation in the Plan is limited to those executive officers who have a potential to earn compensation in excess of $1,000,000. The specific executive officers who will participate in the Plan will be reviewed and determined annually by the Committee no later than June 29 of each fiscal year. The Committee has determined that the participants in this Plan and in the Company’s Management 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”).

The performance goals approved by the Company’s stockholders at the 2008 Annual Meeting of Stockholders included EVA and safety and the Committee has designed an annual bonus program for fiscal 2010, 2011 and 2012 under which potential bonuses will be based upon those factors.

By June 29 of each fiscal year, the Committee will specify potential target incentive awards for each participant. These amounts are determined based upon each eligible participant’s base salary in effect on June 29 of the fiscal year multiplied by the target percent associated with the participant’s position within the Company. This percentage increases or decreases based upon performance above or below the target. The annual award to a participant under this Plan may not exceed $3 million.

The Company performance annual bonus amount will be based upon EVA growth and safety. At target performance levels, each performance component would generate the following:

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The remaining 25% of the target bonus amount will be eligible for payment under the Individual Performance Executive Office Annual Incentive Plan. At EVA and safety levels above and below the target levels, the 50%/25% relationship will change. The EVA bonus declared shall not exceed five times target. The safety portion of the bonus shall not exceed one and one-half times target for exceptional performance.

The performance criteria described below will be used to determine potential annual bonus amounts. No later than June 29 of each fiscal year, the economic value added and safety performance goals for that fiscal year will be established by the Compensation Committee in writing or will be reflected in minutes of a Compensation Committee meeting.

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:

The EVA target is set at $5 million additional EVA per year, but may be changed by the Committee for a future fiscal year in its discretion within the first 90 days of such fiscal year.

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 January 21, 2009 (the “Stern Stewart Materials”)

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provide examples of the calculation of the potential declared EVA portion of the bonus under various scenarios. The Committee is under no obligation to declare or pay an EVA portion of the bonus. The declared EVA portion of the bonus for a participant may not exceed five times the target EVA portion. Any declared EVA bonus is credited to a participant’s personal bonus bank account each year, with a payout of (a) up to the lesser of the declared EVA portion for that year or 150% of the target bonus, and (b) one-third of any net positive bank balance paid out. The remaining two-thirds of the bonus bank is held at risk.

In a year in which the EVA bonus declared is a negative number, this negative amount determined according to the Stern Stewart Materials is deducted from the bonus bank; provided that a participant’s bonus bank balance will not be reduced for any year below negative 0.5 of the participant’s EVA portion target for that year.

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, the entire negative balance will be deducted in that period. Negative balances shall not be held as claims against employees who leave the payroll for any reason.