exv10w3






Exhibit 10.3




NEITHER THE SECURITIES REPRESENTED BY THIS AGREEMENT NOR THE
SECURITIES OBTAINABLE UPON EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED, OR
EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT COVERING SUCH SECURITIES, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE UNDER REGULATION S PROMULGATED
BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE ACT OR PURSUANT TO ANOTHER EXEMPTION FROM
REGISTRATION. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS AGREEMENT MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.




PHANTOM STOCK UNITS AGREEMENT




			
	 	 	 
	Date of Issuance: May 22, 2008
	 	Certificate No. PSU — 1






     This Phantom Stock Units Agreement (this “Agreement”), dated May 22, 2008 (the
“Effective Date”), is made and entered into by and among Trico Marine Services, Inc., a
Delaware corporation (the “Company”) and West Supply IV AS, a Norwegian limited liability
company (“Unitholder”).



WITNESSETH:




          WHEREAS, the Company, Unitholder and Trico Shipping AS, a subsidiary of the Company
(“Buyer”), entered into that certain Share Purchase Agreement dated May 15, 2008 (the
“Purchase Agreement”), pursuant to which Buyer agreed to purchase from Unitholder, and
Unitholder agreed to sell to Buyer all of Unitholder’s shares of common stock of DeepOcean ASA, a
Norwegian public limited company (“DeepOcean”);




          WHEREAS, pursuant to the Purchase Agreement, the Company agreed to pay Unitholder cash and
issue Phantom Stock Units (as defined below) of the Company; and




          WHEREAS, the Company and Unitholder desire to enter into this Agreement to provide for the
terms and conditions of the Phantom Stock Units;




     NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties,
covenants, agreements, terms and conditions contained herein, the parties to this Agreement agree
as follows:



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ARTICLE 1

PHANTOM STOCK UNITS




          1.1 Grant. For value received, the Company hereby grants to West Supply IV AS One
Million Three Hundred Fifty-Two Thousand Five Hundred Fifty-Eight (1,352,558) phantom stock units
of the Company (the “Phantom Stock Units”), which shall be evidenced by this Agreement,
representing the right to receive One Million Three Hundred Fifty-Two Thousand Five Hundred
Fifty-Eight (1,352,558) shares of the Company’s Common Stock, $0.01 par value per share (the
“Trico Common Shares”) on the terms and conditions set forth in this Agreement. The number
of Trico Common Shares (and the amount and kind of other securities) for which the Phantom Stock
Units are exercisable shall be subject to adjustment as provided in this Agreement.




          1.2 Exercise Period. Except as set forth in Section 1.3, the Unitholder may
exercise the Phantom Stock Units, in whole but not in part, at any time and from time to time
during the period beginning on the Exercise Date and ending on the fifth anniversary of the
Exercise Date or, if such day is not a business day, on the next succeeding business day (the
“Exercise Period”). The Company will give the Unitholder of the Phantom Stock Units written
notice of the expiration of the Exercise Period at least 30 days (but no more than 45 days) prior
to the date of such expiration. For purposes of this Agreement, the “Exercise Date” shall
mean that date that is one hundred eighty one (181) days after the completion and settlement of
Buyer’s mandatory offer to purchase all of the issued and outstanding shares of DeepOcean for NOK
32 in cash.




          1.3 Limitations on Foreign Ownership. The Unitholder acknowledges that the Trico
Common Shares issuable upon exercise of the Phantom Stock Units are subject to limitations on
foreign ownership as and to the extent set forth in the Company’s Second Amended and Restated
Certificate of Incorporation (the “Trico Charter”). The Unitholder shall not be entitled to
exercise the Phantom Stock Units if, within three (3) business days of the Company’s receipt of the
Exercise Certificate from the Unitholder, the Company notifies the Unitholder that, by reason of
such exercise and the acquisition by Unitholder of the Trico Common Shares that may be issuable
pursuant to the Phantom Stock Units, the Company would be unable to conduct its business as a U.S.
Maritime Company (as such term is defined in the Trico Charter). Notwithstanding the foregoing,
during the Exercise Period, the Unitholder may assign all, but not less than all, of its rights to
acquire Trico Common Stock (an “Assignment”) to a third party (an “Assignee”) who
is not an Alien (as such term is defined in the Trico Charter) for such consideration as the
Unitholder determines in its discretion. The Company has the right, in its sole discretion, to
waive Unitholder’s obligation to transfer its right to exercise the Phantom Stock Units by means of
the Assignment.




          1.4 Exercise Procedure. The Phantom Stock Units shall be deemed to have been exercised
when all of the following items have been delivered to the Company (the “Exercise Time”):




          (a) a completed Exercise Certificate, in the form attached as Exhibit 1, executed by the
Unitholder (or, in the case of an Assignment, a completed Assignment Certificate, in the form
attached as Exhibit 2, executed by the Unitholder and an Exercise Certificate executed by
Assignee); and




          (b) the original of this Agreement executed by the Unitholder.




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          1.5 Issuance or Payment by the Company.




          (a) Except in the case of an Assignment, upon delivery of the items set forth in Section 1.4,
the Company shall issue to Unitholder the number of Trico Common Shares underlying the Phantom
Stock Units exercised pursuant to Section 1.5 (e) of this Agreement, together with any cash payable
in lieu of a fraction of a share pursuant to Section 1.5 (c) of this Agreement.




          (b) If Unitholder makes an Assignment pursuant to Section 1.3, then:




               (i) prior to 4:00 p.m. New York City time on the third (3rd) business day following
receipt by the Company of the items set forth in Section 1.4 (the “Settlement Date”): (A).
the Company shall issue the Trico Common Shares to Assignee and direct Lazard Freres & CO. LLC
(“Custodian”) to credit the Assignee’s account with such shares through delivery by
electronic book-entry at the Depository Trust Company, and (B) Assignee shall remit by wire
transfer the amount of funds equal to the purchase price for the Trico Common Shares being
purchased (the “Purchase Price”) to the following account of Custodian:



	 	 	 
	To:
	 	*****
	ABA #:
	 	*****
	Account #:
	 	*****
	A/C Name:
	 	*****
	Ref:
	 	*****






               (ii) Custodian shall hold all such Trico Common Shares and funds in escrow until the delivery
of both, and shall settle such purchase at 4:00 p.m. New York City time on the Settlement Date,
with the Purchase Price being credited to the following account of the Unitholder, or such other
account as the Unitholder shall advise the Company by notice in writing:


Account #: *****

IBAN: *****

Swift: *****



Simultaneously with the settlement of such purchase, the Company shall record the Assignment of
the Phantom Stock Units on its books and records, and the Assignment shall be deemed to have been
exercised effective as of such time.




          (c) In no event shall the Company issue any fractional Trico Common Shares to the Unitholder
or Assignee (either, the “Holder”) pursuant to this Section 1.5. In lieu of any such
fractional shares, the Company shall pay the Holder an amount in cash equal to the Weighted
Average Trading Price on the Nasdaq Global Market (or such other securities exchange or automated
quotation system on which the Trico
Common Shares are then listed or quoted during the last three days on which the Trico Common
Shares were traded prior to the Exercise Time multiplied by the fraction of a Trico Common Share
that the Holder would otherwise be entitled to receive, where the “Weighted Average Trading
Price”. for the three days shall mean (x) the sum for all three days of the average of the
high and low sales prices for one Trico Common Share for each of the three days times the number
of Trico Common Shares traded on each such day, all as is reported by the Nasdaq





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Global Market (or such other securities exchange or automated quotation system), divided by (y)
the total number of Trico Common Shares traded during such three days, as is reported by the
Nasdaq Global Market (or such other securities exchange or automated quotation system). The
Weighted Average Trading Price shall be converted from USD into NOK based on the USD/NOK exchange
rate as quoted by the Federal Reserve Bank of New York at the end of each of the same three
trading days as the Weighted Average Trading Price of the Trico Common Shares are calculated,
using the same weighted average method of calculation as used with respect to sales prices of the
Trico Common Shares.




          (d) Any cash amount that may be paid to the Unitholder pursuant to Section 1.5(c)
shall be payable within three (3) business days after the Exercise Time by wire transfer or
delivery of
other immediately available funds to Unitholder, and any such cash amount that may be paid to
the
Unitholder pursuant to Section 1.5(b) shall be payable at the time set forth therein.




          (e) Trico Common Shares issued upon exercise of the Phantom Stock Units
pursuant to Section 1.5(a) shall be delivered by the Company to Unitholder within three (3)
business
days after the date of the Exercise Time by delivery of a stock certificate or certificates
representing
such Trico Common Shares or, at the Unitholder’s option, by crediting its account with such
shares
through delivery by electronic book-entry at the Depository Trust Company.




          1.6 Record Holder of Shares. The Trico Common Shares issuable upon the
exercise of the Phantom Stock Units shall be deemed to have been issued to the Holder at the
Exercise Time, and the Holder shall be deemed for all purposes to have become the record
holder of
such Trico Common Shares at the Exercise Time.




          1.7 Reserved Shares. The Company shall at all times reserve and keep available
out of its authorized but unissued capital stock, solely for the purpose of issuance upon the
exercise
of the Phantom Stock Units, the maximum number of Trico Common Shares issuable upon the
exercise of the Phantom Stock Units. All Trico Common Shares which are so issuable shall,
when
issued, be duly and validly issued, fully paid and nonassessable and free from all taxes,
liens and
charges.




          1.8 Replacement. Upon receipt of evidence reasonably satisfactory to the
Company (an affidavit of the Holder shall be satisfactory) of the ownership and the loss,
theft,
destruction or mutilation of any certificate evidencing the Phantom Stock Units, and in the
case of
any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the
Company
(provided that if the holder is a financial institution or other institutional investor its
own agreement
shall be satisfactory), or, in the case of any such mutilation upon surrender of such
certificate, the
Company shall (at its expense) execute and deliver in lieu of such certificate a new
certificate of like
kind representing the same rights represented by such lost, stolen, destroyed or mutilated
certificate
and dated the date of such lost, stolen, destroyed or mutilated certificate.




ARTICLE 2

ADJUSTMENT




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          2.1 Adjustment of Number of Trico Common Shares. In order to prevent dilution
of the rights granted under the Phantom Stock Units, the number of Trico Common Shares or
other
securities obtainable upon exercise of the Phantom Stock Units shall be subject to adjustment
from
time to time as provided in this Article 2.




          2.2 Adjustment for Stock Splits and Combinations. If the Company at any time
after the Date of Issuance (as set forth on the first page of this Agreement) effects a
subdivision of
the outstanding Trico Common Shares, the aggregate number of Trico Common Shares for which the
Phantom Stock Units are exercisable shall be proportionately increased. If the Company any
time
after the Date of Issuance combines the outstanding Trico Common Shares into a smaller number
of shares, the aggregate number of Trico Common Shares for which the Phantom Stock Units are
exercisable shall be proportionately reduced. Any adjustment under this Section 2.2 shall
become
effective at the close of business on the date the subdivision or combination becomes
effective.




          2.3 Adjustment for Stock Dividends and Distributions. If the Company at any
time after the Date of Issuance makes, or fixes a record date for the determination of holders
of Trico
Common Shares entitled to receive, a dividend or other distribution payable in additional
Trico
Common Shares, in each such event the aggregate number of Trico Common Shares for which the
Phantom Stock Units are exercisable shall be proportionately increased as of the time of such
issuance.




          2.4 Adjustments for Other Dividends and Distributions. If the Company at any
time after the Date of Issuance makes, or fixes a record date for the determination of holders
of Trico
Common Shares entitled to receive a dividend or other distribution (other than a dividend or
distribution payable solely in Trico Common Shares), in each such event provision shall be
made so
that the holder of the Phantom Stock Units shall receive upon exercise hereof, in addition to
the
number of Trico Common Shares receivable thereupon, the dividend or distribution which such
holder would have received had such exercise occurred immediately prior to such event. Any
such
dividends paid shall be subject to withholding by the Company for taxes.




          2.5 Adjustment for Reclassification, Exchange and Substitution. If at any time
after the Date of Issuance the Trico Common Shares issuable upon exercise of the Phantom Stock
Units are changed into the same or a different number of shares of any class or classes of
stock,
whether by recapitalization, reclassification or otherwise (other than a subdivision or
combination of shares or stock dividend, a reorganization, merger or consolidation provided for elsewhere in
this
Article 2), in any such event the Phantom Stock Units shall thereafter represent the right to
receive
upon exercise hereof the kind and amount of stock and other securities and property receivable
in
connection with such recapitalization, reclassification or other change with respect to the
maximum
number of Trico Common Shares issuable upon exercise of the Phantom Stock Units immediately
prior to such recapitalization, reclassification or change, all subject to further adjustments
as
provided herein or with respect to such other securities or property by the terms thereof.




          2.6 Reorganizations, Mergers or Consolidations. If, at any time after the Date of
Issuance, the Trico Common Shares are converted into other securities or property, whether
pursuant
to a reorganization, merger, consolidation or otherwise (other than a recapitalization,
subdivision,
combination, reclassification, exchange or substitution of shares provided for elsewhere in
this




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Article 2 or any such transaction pursuant to which the Company exercises its right to require
exercise pursuant to Section 2.7), then, as a part of such transaction, provision shall be made so
that the Phantom Stock Units shall thereafter represent the right to receive upon exercise hereof
the number of shares of stock or other securities or property to which a holder of the maximum
number of Trico Common Shares issuable upon exercise of the Phantom Stock Units immediately prior
to such transaction would have been entitled in connection with such transaction, subject to
further adjustments as provided herein or with respect to such other securities or property by the
terms thereof. In any such case, appropriate adjustment shall be made in the application of the
provisions of this Article 2 with respect to the rights of the Unitholder after such transaction
to the end that the provisions of this Article 2 (including adjustment of the number of Trico
Common Shares issuable upon exercise of the Phantom Stock Units) shall be applicable after that
event and be as nearly equivalent as practicable.




          2.7 Change of Control. If any transaction is contemplated that would constitute a
Change of Control and that would involve the holders of Trico Common Shares receiving or
having
the right to receive securities or other property in exchange for Trico Common Shares (whether
by
merger, consolidation, exchange offer or otherwise), then (notwithstanding the provisions of
any
other paragraph of this Article 2), (a) the Company shall have the right to require that
Holder
exercise all Phantom Stock Units immediately prior to the consummation of such Change of
Control
in exchange for the Trico Common Shares underlying such Phantom Stock Units, (b) upon such exercise the Phantom Stock Units and this Phantom Stock Units Agreement shall be null and void
and of no further force and effect and (c) thereafter, Holder shall be entitled to receive the
number of shares of stock or other securities or property to which any other holder of such number of
Trico
Common Shares immediately prior to the consummation of such transaction would be entitled to
in
connection with such transaction. For purposes of this Agreement, “Change of Control”
means (i) a
merger, consolidation or business combination in which the Company is not the surviving entity
or
the Company’s shareholders immediately prior to such event do not own at least a majority of
the
outstanding equity interests of the surviving company, (ii) the sale of all or substantially
all of the
assets of the Company and its subsidiaries in one or more related transactions, (iii) the
acquisition of
beneficial ownership or control of a majority of the outstanding equity interests of the
Company by
any person (as such term is used in Section 3(a)(9) and Section 13(d) of the U.S. Securities
Exchange
Act) or a “group” as defined by or under Section 13(d)(3) of the U.S. Securities Exchange
Act), or
(iv) the dissolution or liquidation of the Company.




          2.8 Certificate of Adjustment. In each case of an adjustment or readjustment
under this Article 2, the Company, at its expense, shall compute such adjustment or
readjustment in
accordance with the provisions hereof and prepare a certificate showing such adjustment or
readjustment, and shall mail such certificate, by first class mail, postage prepaid, to the
Unitholder.
The certificate shall set forth such adjustment or readjustment, showing in detail the facts
upon
which such adjustment or readjustment is based.




          2.9 Notices. The Company shall give written notice to the Unitholder at least 15
days prior to the date on which the Company closes its books or takes a record with respect to
any
dividend or distribution upon the Trico Common Shares.




ARTICLE 3

NO ASSIGNMENT





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          The Phantom Stock Units are not transferable and Unitholder may not sell, transfer, assign,
pledge, encumber or otherwise dispose of any of the Phantom Stock Units or, subject to Section
1.3, any legal or equitable interest therein.




ARTICLE 4

MISCELLANEOUS




          4.1 Notices. All notices and other communications provided for herein (including the
Exercise Certificate and Assignment Certificate) shall be in writing and shall be deemed to have
been duly given when delivered personally or sent by facsimile or email (provided a confirmation
copy is later sent by other method) or three (3) business days after being mailed by registered or
certified mail, return receipt requested, postage prepaid, to the party to whom it is directed or
one (1) business day after being sent via an internationally recognized courier service for next
business day delivery, to the party to whom it is directed:




          If to the Company, to:



3200 Southwest Freeway, Suite 2950

Houston, Texas 77027

Attention:      Rishi A. Varma

Telephone:    (832) 922-6812

Facsimile:       (713) 780-0062

E-Mail:            rvarma@tricomarine.com




          With a copy to:



Bartlit Beck Herman Palenchar & Scott LLP

1899 Wynkoop Street, Suite 800

Denver, Colorado 80202

Attention:       James L. Palenchar

Telephone:     303-592-3111

Facsimile:       303-592-3140

E-Mail:            james.palenchar@bartlit-beck.com




          and:



Bugge, Arentz-Hansen & Rasmussen

P.O. Box 1524 Vika

N-0117

Oslo, Norway

Attention:       Bjørn Gabriel Reed

Telephone:     +47 22 83 02 70

Facsimile:        +47 22 83 07 95

E-Mail:             bgr@bahr.no




          If to Unitholder to:





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West Supply IV AS

[Address]       SMEDASUNDET 97 B, 5525 (HAUGESUND, NORWAY)

Telephone:     +47 52 70 4545

Facsimile:        +47 52 70 4550

E-Mail:             




          With a copy to:



Attention:        JARL IDAR HARALDSEID

Telephone:     +47 52 70 4545

Facsimile:       +47 52 70 4550

E-Mail:             



or for any part, at such other address as such party shall have specified in writing to
each of the other parties in accordance with this Section 4.1




          4.2 Amendments. Any provision of this Agreement may be waived or amended
if, and only if, such amendment or waiver is in writing and signed by the Company and
Unitholder.




          4.3 Entire Agreement. This Agreement (including the Exhibits) together with the
Purchase Agreement (a) constitutes the entire agreement and understandings of the parties
hereto and
supersedes all prior agreements and understandings, both written and oral, among the parties
hereto
with respect to the subject matter hereof, and (b) is not intended to confer upon any other
Person any
rights or remedies hereunder.




          4.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the Laws of Norway (without regard to the choice of law provisions thereof).




          4.5 Dispute Resolution. The parties shall attempt to resolve disputes that arise out
of or in relation to this Agreement amicably. If the parties in dispute fail to resolve the
dispute, the
dispute shall be referred to arbitration pursuant to the Norwegian Arbitration Act (2004).
Each par
shall appoint one arbitrator and the two arbitrators shall appoint the third arbitrator who
shall be the
chairman of the arbitration tribunal. The chairman shall be a Norwegian legal professional. If
one
party fails to appoint an arbitrator within one month from being requested to do so or if the
two
arbitrators cannot agree on who shall be appointed chairman within one month from the last
appointment, the Chief Justice of Oslo District Court shall appoint such arbitrator. The venue
of the
arbitral proceedings shall be in Oslo and the language shall be English. The arbitration is
deemed to
be commenced when request for arbitration is sent from the party requesting arbitration. The
parties
agree to conclude a separate agreement on confidentiality of both the arbitral proceedings and
the
award immediately after arbitration has been requested. In the event of any dispute arising
out of or
related to this Agreement, the prevailing party shall be entitled to recover from the losing
party all of
its costs and expenses incurred in connection with such dispute, including costs of the
arbitration and
reasonable attorneys’ fees.





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          4.6 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any law or public policy, all other terms and
provisions of
this Agreement shall nevertheless remain in full force and effect. Upon such determination
that any
term or other provision is invalid, illegal or incapable of being enforced, the parties hereto
shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the
parties as
closely as possible in an acceptable manner in order that the transactions contemplated hereby
are
consummated as originally contemplated to the greatest extent possible.




          4.7 Specific Performance. Each of the parties hereto acknowledges and agrees
that the Company and the Unitholder would be irreparably damaged if each covenant in this
Agreement is not performed in accordance with its specific terms and that any breach of such
provision of this Agreement by any party to this Agreement could not be adequately compensated
in
all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to
which
either the Company or the Unitholder may be entitled under this Agreement, the Company and the
Unitholder shall be entitled to enforce such provision of this Agreement by a decree of
specific
performance and to temporary, preliminary and permanent injunctive relief to prevent breaches
or
threatened breaches of any of such provision of this Agreement, without posting any bond or
other
undertaking.




          4.8 No Rights as a Shareholder. Until Trico Common Shares are issued to the
Unitholder hereunder, the Unitholder shall not possess any rights of a stockholder of the
Company
with respect to the Trico Common Shares underlying the Phantom Stock Units, including, without
limitation, the right to vote such Trico Common Shares or receive dividends (except as
provided
above).




          4.9 Taxes. Holder shall bear and pay any taxes payable arising out of or otherwise
in connection with the Phantom Stock Units and the transactions contemplated by this Phantom
Stock Units Agreement, including, without limitation, any taxes arising in connection with
exercising any of the Phantom Stock Units.




          4.10 Counterparts. This Agreement may be executed in separate counterparts, each
of which is deemed to be an original and all of which taken together constitute one and the
same
agreement.




[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]





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     IN WITNESS WHEREOF, the Company has caused this Phantom Stock Units Agreement to be duly
executed and attested by its duly authorized officers under its corporate seal and to be dated as
of the date first above written.



	 	 	 	 	 
	 	COMPANY:



TRICO MARINE SERVICES, INC.

 	 
	 	/s/ Rishi A. Varma
 	 
	 	By: 	Rishi A. Varma 	 
	 	Its: 	Chief Administrative Officer,

Vice President and General Counsel 	 
	 



	 	 	 	 	 
	AGREED AND ACKNOWLEDGED:



UNITHOLDER:



WEST SUPPLY IV AS

 	 	 
	/s/
Johan Rokstad
 	 	 
	By: 	JOHAN ROKSTAD 	 	 
	Its: 	MANAGING DIRECTOR 	 	 



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