Amended and Restated Tidewater Inc. Executive Officer Annual Incentive Plan




 EXHIBIT 10.34 
 AMENDED AND RESTATED 
 TIDEWATER INC. 
 EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN 
  

	I.	PLAN OBJECTIVE 

 The primary objective of the
Tidewater Inc. 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 variable annual compensation to the accomplishment of these goals. 
 The Compensation Committee of the Board of Directors established this 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 2002 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 stockholders will be asked to reapprove the performance goals at the 2008 Annual Meeting of Stockholders in accordance with the requirements of
Section 162(m). 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. 
  

	II.	ADMINISTRATION 

 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: 
  

	 	A.	designate participants and target award percentages for a particular year; 

  

	 	B.	establish performance goals and objectives for a particular year; 

  

	 	C.	establish regulations for the administration of the Plan and make all determinations deemed necessary for the administration of the Plan; and 

  

	 	D.	certify as to whether performance goals have been met. 

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

 As Amended through January 30, 2008 










	III.	BASIC PLAN CONCEPT 

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

	IV.	ELIGIBILITY CRITERIA 

 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”). 
  

	V.	PERFORMANCE MEASURES AND STANDARDS 

 The performance
goals approved by the Company’s stockholders under which a bonus may be paid for any fiscal year shall be any or a combination of the following: earnings per share, return on assets, an economic value added measure, shareholder return,
earnings, stock price, return on equity, return on total capital, safety performance, reduction of expenses or increase in cash flow of the Company, a division of the Company or a subsidiary. For any performance period, such performance goals may be
measured on an absolute basis or relative to a group of peer companies selected by the Committee, relative to internal goals or relative to levels attained in prior years. 
 The Committee has designed an annual bonus program for fiscal 2007 and future years that will be based upon economic value added and safety performance. 
  

	VI.	AWARD OPPORTUNITIES 

 By June 29 of 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 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 $2 million. 
  

	VII.	GENERATION OF FUNDING POOL 

 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 bonus is generated and declared based on EVA performance; and 
 25% of bonus is based upon satisfaction of Total Reported Incident Rate safety objectives. 
  

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 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. 
  

	VIII.	PERFORMANCE CRITERIA 

 The performance criteria
described below will be used to determine 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. 
  

	 	A.	EVA Criteria. Economic Value Added (“EVA”) equals net operating profit after taxes (“NOPAT”), less a charge for capital employed. NOPAT equals revenues
less operating expenses (including depreciation) and taxes on operating profit. The capital charge equals capital employed multiplied by the weighted average cost of debt and equity. 

 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: 
  

	 	1.	Cumulative effect of accounting changes. 

  

	 	2.	Extraordinary items, as that term is defined in Accounting Principles Board Opinion #30. 

  

	 	3.	Discontinued operations; and 

  

	 	4.	Unusual or infrequently occurring items (less the amount of related income taxes), as that term is used in Accounting Principles Board Opinion #30. 

 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 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 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 payout of 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 remaining two-thirds of the bonus bank is held at risk. 
  

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 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, 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. 
  

	 	B.	Safety Criteria. The safety performance measurement is determined by achievement of the Company’s overall established safety performance goals for the fiscal year,
established in writing by the Committee by inclusion with the minutes of a Committee meeting or by written consent no later than 90 days after the beginning of the fiscal year. Under this performance measure, payout is directly correlated with the
Total Recordable Incident Rate (TRIR) for the current fiscal year. “Total Recordable Incident Rate” is defined as follows: 

  

					
	 (Loss Time Accidents + Recordable
 Incidents) X
 200,000 (man hours)
	  	=	 	 Total Recordable Incident
               Rate per
     200,000 man hours
of

	Total Man Hour Exposure	  	 	              exposure

 Non-job related deaths will not count toward the TRIR. A TRIR below a certain level will entitle a
participant to a safety payment in an amount that is greater than 25% of the pool funding amount and which may be up to 150% of 25% of the target pool funding amount. Pro rating will be permitted. The safety performance portion of the Plan operates
independently from the EVA portion and the EVA bonus bank does not impact the payout based upon safety performance. 
  

	IX.	TERMINATION OF EMPLOYMENT 

  

	 	A.	If a participant’s employment is terminated because the participant dies or if the participant becomes disabled, as “disability” is defined in Section 409A, the
participant or, in the case of death, the participant’s estate or heirs, shall be paid: 

  

	 	1.	any positive balance in the participant’s bonus bank 30 days following termination of employment, and 

  

	 	2.	a pro rata bonus for the fiscal year in which termination occurs based upon the performance criteria in effect for such year and the percentage of salary applicable to such
participant’s bonus, but applied to the actual salary amount paid to the participant for the portion of the year that the participant was employed. The bonus shall be paid to the participant or, in the case of death, to the participant’s
estate or heirs under Article X at the same time as the bonus for such fiscal year is paid to participants who continue to be employed. 

  

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	 	B.	If a participant’s employment is terminated because the participant Retires or is terminated by the Company without Cause, and such termination constitutes a “separation
from service” under Section 409A, the participant shall be paid: 

  

	 	1.	any positive balance in the participant’s bonus bank on the first business day that is more than six months following the date of termination of employment, and


  

	 	2.	a pro rata bonus for the fiscal year in which termination occurs based upon the performance criteria in effect for such year and the percentage of salary applicable to such
participant’s bonus. The bonus shall be paid to the participant as provided in Article X on the date on which the annual bonus is paid to participants whose employment did not terminate, except that any portion of the bonus that constitutes a
pro rata portion of an amount that would have been credited to the bonus bank absent termination of employment shall be paid on the later of such date or the first business day that is more than six months following the date of termination of
employment. 

  

	 	C.	If a participant’s employment is terminated voluntarily by the participant or if the participant is involuntarily terminated by the Company for Cause, 


 

	 	1.	any positive balance in the participant’s bonus bank shall be forfeited, unless otherwise determined by the Committee in its discretion, in which case such positive balance
shall be paid on the first business day that is more than six months following the date of termination of employment; and 

  

	 	2.	no pro rata bonus shall be paid for the fiscal year in which termination occurs, unless otherwise determined by the Committee in its discretion, in which case the pro rata bonus
will not exceed the amount that would be due based upon the performance criteria in effect for such year and the percentage of salary applicable to such participant’s bonus, but applied to the actual salary amount paid to the participant for
the portion of the year that the participant was employed. Any bonus so awarded shall be paid to the participant as provided in Article IXB.2. 

 A participant is deemed to have “Retired” for purposes of the Plan, if the participant’s employment terminates, other than as a result of a termination by the Company for Cause, at age 55 or later with
at least ten years of service with the Company or at age 65 or later with at least five years of service with the Company. 
 “Cause” for purposes of this Plan shall be determined in the sole discretion of the Board of Directors of the Company and shall mean: 
  

	 	3.	 the willful and continued failure of the participant to perform substantially the participant’s duties with the Company or its affiliates (other than any such
failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the participant by the Board of Directors of the Company which specifically 



  

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identifies the manner in which the Board believes that the participant has not substantially performed the participant’s duties, or



  

	 	4.	the willful engaging by the participant in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise.


 For purposes of this provision, no act or failure to act, on the part of the participant, shall be considered
“willful” unless it is done, or omitted to be done, by the participant in bad faith or without reasonable belief that the participant’s action or omission was in the best interests of the Company or its affiliates. Any act, or failure
to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of a senior officer of the Company or its affiliates or based upon the advice of counsel for the Company or its affiliates shall be
conclusively presumed to be done, or omitted to be done, by the participant in good faith and in the best interests of the Company or its affiliates. 
  

	X.	AWARD PAYMENTS 

 Awards will be paid in cash no
later than the June 15 following the end of the fiscal year for which the award is earned, unless deferred by a participant under a separate benefit plan of the Company. The payment of any positive bonus bank balance upon termination of
employment shall be made as provided in Article IX. 
  

	XI.	MISCELLANEOUS 

  

	 	A.	Nothing in this Plan shall confer upon a participant any right to continue in the employment of the Company, or to interfere in any way with the right of the Company to terminate
the participant’s employment relationship with the Company at any time. Participation provides no guarantee that any bonus will be paid. The success of the Company as measured by the achievement of EVA and safety goals shall determine the
extent to which participants shall be entitled to receive bonuses hereunder. Participation in the Plan is not a right, but a privilege, subject to annual review by the Company. The Company retains the right to withhold payment from any participant
who violates Company policies. The Company also has the right to recover any amounts paid under the Plan if that amount was based on the achievement of financial results that were subsequently the subject of a restatement and the effect of the
restatement was to decrease such financial results. Any participant accepts any payment hereunder subject to such recovery rights of the Company. The Company may, if it chooses, effect such recovery by withholding from other amounts due to the
participant by the Company. 

  

	 	B.	The Plan shall be governed by and construed in accordance with the laws of the State of Louisiana. 

  

	 	C.	 If any term or provision of the Plan, shall at any time or to any extent be invalid, illegal or unenforceable in any respect as written, the participant and the
Company intend for any court construing the Plan to modify or limit such provision so as to render it valid and enforceable to the fullest extent allowed by 



  

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law. Any such provision that is not susceptible of such reformation shall be ignored so as to not affect any other term or provision hereof, and the
remainder of the Plan, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable, shall not be affected thereby and each term and provision of the Plan shall be
valid and enforced to the fullest extent permitted by law. 


  

	 	D.	The Company’s obligation under the Plan is an unsecured and unfunded promise to pay benefits that may be earned in the future. The Company shall have no obligation to set
aside, earmark or invest any fund or money with which to pay its obligations under the Plan. 

  

	 	E.	The payment made hereunder are intended to comply with the requirements of Section 409A or an exception from compliance and the terms of the Plan related thereto shall be
construed accordingly. Payments hereunder that are subject to Section 409A shall not be accelerated unless permitted under Section 409A. 

  

	 	F.	The Company shall have the right to terminate the Plan at any time in its sole discretion. Upon termination, the participant shall have no right to receive any amounts previously
credited to a bonus bank. Payout of any amount subject to Section 409A shall not occur earlier than provided herein, except to the extent permitted by Section 409A: 

  

	 	G.	The Company shall deduct from any payment made hereunder all applicable federal and state income and employment taxes. 

  

	 	H.	Prior to any payout hereunder, the Committee shall certify in writing, by resolution or otherwise, the amount of the payout value of the award to be paid to each participant as a
result of the achieved performance goals. 

  

	 	I.	The Committee shall not increase the amount payable to a participant under this Plan to an amount that is higher than the amount payable under the formula established by the
Compensation Committee in accordance with the requirements of Section 162(m). Nothing in this Plan precludes the Company from making additional payments or special awards to a participant outside of the Plan that may or may not qualify as
“performance-based” compensation under Section 162(m), provided that such payment or award does not affect the qualification of any bonus paid or payable under the Plan as “performance-based” compensation.


  

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 EXECUTED effective as of the 30th day of January, 2008. 
  

					
	WITNESSES:	    	TIDEWATER INC.
			
	  
	    	By:	 	 /s/ Bruce D. Lundstrom

		    		 	Bruce D. Lundstrom
	  
	    		 	Senior Vice President, Secretary
		    		 	and General Counsel

  

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