STOCK OPTION AND RESTRICTED STOCK AGREEMENT FOR THE GRANT OF INCENTIVE STOCK OPTIONS, NON-QUALIFIED STOCK OPTIONS AND RESTRICTED STOCK UNDER THE TIDEWATER INC. 2006 STOCK INCENTIVE PLAN

Exhibit 10.8

STOCK OPTION AND RESTRICTED STOCK AGREEMENT

FOR THE GRANT OF INCENTIVE STOCK OPTIONS, NON-QUALIFIED

STOCK OPTIONS AND RESTRICTED STOCK UNDER THE

TIDEWATER INC. 2006 STOCK INCENTIVE PLAN

THIS AGREEMENT is entered into effective as of July 30, 2008, by and between Tidewater Inc., a Delaware corporation (“Tidewater”), and Quinn P. Fanning (the “Employee”).

WHEREAS, the Employee is a key employee of Tidewater or one of its subsidiaries and Tidewater considers it desirable and in its best interest that the Employee be given an added incentive to advance the interests of Tidewater by possessing an option to purchase shares of the common stock of Tidewater, $.10 par value per share (the “Common Stock”) and restricted shares of Common Stock in accordance with the Tidewater Inc. 2006 Stock Incentive Plan (the “Plan”), which was approved by the shareholders of Tidewater at the 2006 annual meeting of shareholders. Tidewater and its subsidiaries shall be collectively referred to herein as the “Company.”

NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties as follows:

I.

Stock Options

1.1 Grant of Options . Tidewater hereby grants to the Employee effective July 30, 2008 (the “Date of Grant”) the right, privilege and option to purchase 20,652 shares of Common Stock (the “Option”) at an exercise price of $61.82 per share (the “Exercise Price”). The Option shall be exercisable at the times specified in Section 1.2 below. With respect to 16,701 of the shares subject to the Option, the Option is intended to be a non-qualified stock option and with respect to 4,851 of the shares subject to the Option, the Option is intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the foregoing, an Option intended to qualify as an incentive stock option may be treated as a non-qualified stock option in the event of the acceleration of vesting or if the Option is exercised after the time period permitted for incentive stock options.

1.2 Time of Exercise .

(a) Subject to the provisions of the Plan and the other provisions of this Section I, the Option shall be vested and exercisable in the amounts and on the dates provided below, if the Employee continues to be employed by the Company on such date:

(b) The Option shall terminate ten years following the Date of Grant and may terminate earlier in the event of termination of the Employee’s employment as provided below or a Change of Control of Tidewater as provided in the Plan. During Employee’s lifetime, the Option may be exercised only by the Employee or the Employee’s curator if the Employee has been interdicted.

(c) If the Employee’s employment with the Company terminates, other than as a result of death, disability within the meaning of Section 22(e)(3) of the Code (“Disability”) or retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of employment, within 90 days following termination of employment, but in no event later than ten years after the Date of Grant.

(d) If the Employee’s employment with the Company is terminated because of Disability or because of retirement, the Option may be exercised, but only to the extent otherwise exercisable on the date of termination of employment, within two years from the date of termination of employment, but in no event later than ten years after the Date of Grant. In the case of an incentive stock option, however, the Option will not be treated as an incentive stock option for tax purposes if it is exercised later than three months following the date of termination of employment as a result of retirement or later than one year following the date of termination of employment as a result of Disability.

(e) In the event of the Employee’s death, the Option may be exercised by the Employee’s estate, or by the person to whom such right devolves from him by reason of the Employee’s death, but only to the extent otherwise exercisable on the date of death, within two years from the date of death, but in no event later than ten years after the Date of Grant.

(f) The Option shall become fully exercisable upon a Change of Control of Tidewater as provided in the Plan.

(g) Any portion of the Option that is not exercisable at the time of termination of employment shall be terminated upon termination of employment. Any portion of the Option that is exercisable but not exercised within the permitted time period following termination of employment provided in this Section I, shall be terminated upon expiration of such permitted time period.

1.3 Method of Exercise of Option .

(a) The Employee may exercise all or a portion of the Option by delivering to the Company a signed written notice of his intention to exercise the Option, specifying therein the number of shares to be purchased. Upon receiving such notice, and after the Company has received full payment of the Exercise Price in accordance with the Plan, including as provided in Section 1.3(b) below, the appropriate officer of the Company shall cause the transfer of title of the shares purchased to Employee on Tidewater’s stock records and cause to be issued to Employee a stock certificate for the number of shares being acquired. Employee shall not have any rights as a shareholder until the stock certificate is issued to him.

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(b) As permitted in the Plan, the Committee has authorized the use of the net exercise procedure described in the Plan for the exercise of the non-qualified stock options, but not for the exercise of the incentive stock options granted pursuant to this Agreement.

1.4 Non-Transferability . Unless permitted by the Committee in an amendment to this Agreement as provided in the Plan, the Option granted hereby may not be transferred, assigned, pledged or hypothecated in any manner, by operation of law or otherwise, other than by will or by the laws of descent and distribution and shall not be subject to execution, attachment or similar process.

II.

Restricted Stock

2.1 Grant of Restricted Stock . Tidewater hereby grants to Employee a restricted stock award effective on the Date of Grant of 6,644 shares of Common Stock (the “Restricted Stock”) subject to the terms, conditions, and restrictions set forth in the Plan and in this Agreement.

2.2 Award Restrictions .

(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 period during which the performance of the Company is measured for purposes of determining vesting of the Restricted Stock is referred to herein as the “Performance Period.” The Performance Period shall consist of the four fiscal year period that begins April 1, 2008 and ends March 31, 2012.

(c) The Restricted Period for the Restricted Stock shall end and the shares of Restricted Stock shall become vested and freely transferable as set forth below:

(i) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2009, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2009 is filed with the Securities and Exchange Commission (the “SEC”), provided that the EVA, as defined in Section 2.2(d) below, for the portion of the Performance Period beginning April 1, 2008 and ending March 31, 2009 is $5 million or more above the EVA for the fiscal year ended March 31, 2008;

(ii) With respect to 50% of the shares of Restricted Stock granted (including shares that previously vested), the later of May 1, 2010, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2010 is filed with the SEC, provided that the cumulative EVA, as defined in Section 2.2(d) below, for the portion of the Performance

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Period beginning April 1, 2008 and ending March 31, 2010 is $10 million or more above twice the EVA for the fiscal year ended March 31, 2008;

(iii) With respect to 75% of the shares of Restricted Stock granted (including shares tha