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Exhibit
10.2
AMENDMENT NO. 1 TO THE
STOCK OPTION
AND RESTRICTED STOCK
AGREEMENT
FOR THE GRANT OF INCENTIVE
STOCK OPTIONS,
NON-QUALIFIED STOCK
OPTIONS AND RESTRICTED STOCK
UNDER THE TIDEWATER INC.
2001 STOCK INCENTIVE PLAN
THIS AMENDMENT to the
agreement dated March 30, 2005 (the “Agreement”)
by and between Tidewater Inc., a Delaware corporation
(“Tidewater”), and Cliffe F. Laborde is executed
effective as of June 29, 2007.
WHEREAS, Tidewater maintains
the Amended and Restated 2001 Stock Incentive Plan (the
“Plan”) under which the Compensation Committee of the
Board of Directors of Tidewater (the “Committee”) has
granted restricted shares (the “Restricted Stock”) of
Tidewater’s Common Stock, $.10 par value per share, to
Mr. Laborde;
WHEREAS, Mr. Laborde
submitted his resignation to be effective June 29,
2007;
WHEREAS, pursuant to section
2.2(e) of the Agreement the Committee may declare restricted stock
fully vested at any time in its discretion, and pursuant to section
VIII of the Agreement, the Committee is authorized to amend any
restricted stock at any time prior to vesting in any manner not
inconsistent with the terms of the Plan;
WHEREAS, the Committee on
May 30, 2007 recommended and on May 31, 2007 the Board of
Directors approved an amendment to the terms of the Agreement such
that Mr. Laborde will not forfeit his unvested restricted
stock upon his resignation;
NOW, THEREFORE, in
consideration of the premises, it is agreed by and between the
parties as follows:
Section 2.2 of the
Agreement is hereby amended to remove all references to vesting, to
remove the provision requiring the forfeiture of unvested shares of
restricted stock upon termination of employment, and to read in its
entirety as follows:
(a) The period during which
the restrictions imposed on the Restricted Stock by the Plan and
this Agreement are in effect is referred to herein as the
“Restricted Period.” During the Restricted Period, the
Employee shall be entitled to all rights of a stockholder of
Tidewater, including the right to vote the shares and to receive
dividends thereon; provided, however, that the Restricted
Stock, the right to vote the Restricted Stock and the right to
receive dividends thereon may not be sold, assigned, transferred,
exchanged, pledged, hypothecated or otherwise encumbered during the
Restricted Period.
(b) The Restricted Period for
the Restricted Stock shall end and the shares of Restricted Stock
shall become freely transferable as set forth below:
(i) With respect to 25% of
the shares of Restricted Stock
1
granted, the later of
May 1, 2006, or the date on which Tidewater’s Form 10-K
for the fiscal year ending March 31, 2006 is filed with the
Securities and Exchange Commission (the “SEC”),
provided that the Performance Threshold for the fiscal year ending
March 31, 2006 has been satisfied;
(ii) With respect to 25% of
the shares of Restricted Stock granted, the later of May 1,
2007, or the date on which Tidewater’s Form 10-K for the
fiscal year ending March 31, 2007 is filed with the SEC,
provided that the Performance Threshold for the fiscal year ending
March 31, 2007 has been satisfied;
(iii) With respect to 25% of
the shares of Restricted Stock granted, the later of May 1,
2008, or the date on which Tidewater’s Form 10-K for the
fiscal year ending March 31, 2008 is filed with the SEC,
provided that the Performance Threshold for the fiscal y
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