Amendment No. 1 to the Stock Option and Restricted Stock Agreement


 Exhibit 10.1 
 AMENDMENT NO. 1 TO THE STOCK OPTION AND RESTRICTED STOCK 
 AGREEMENT FOR THE GRANT OF INCENTIVE
STOCK OPTIONS AND NON-QUALIFIED 
 STOCK OPTIONS UNDER THE TIDEWATER INC. 2001 STOCK 
 INCENTIVE PLAN AND THE GRANT OF RESTRICTED STOCK UNDER THE 
 TIDEWATER INC. 1997 STOCK INCENTIVE PLAN 
 THIS AMENDMENT to the agreement dated March 30, 2004
(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 1997 Stock Incentive Plan (the “1997 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(d) 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: 
  

	 	2.2	Award Restrictions. 

 (a) The period
during which the restrictions imposed on the Restricted Stock by the 1997 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: 
 With respect to 50% of the shares of Restricted Stock on March 30, 2006; 
  

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 With respect to 25% of the shares of Restricted Stock on March 30, 2007; and

 With respect to 25% of the shares of Restricted Stock on March 30, 2008. 
 (c) To the extent the Restricted Stock has not otherwise become freely transferable, the Restricted Period shall end and the Restricted
Stock will become freely transferable by the Employee or his estate upon the death of the Employee or upon a determination by the Committee that the Employee has become disabled. 
 (d) The shares of Restricted Stock shall also become freely transferable and the Restricted Period shall end in the event of a Change of
Control of Tidewater as provided in the 1997 Plan. In addition, the Committee may declare the Restricted Period ended and shares of Restricted Stock freely transferable at any time in its discretion. 
 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Agreement to be executed as of the day and year first above written. 

 

			
	 TIDEWATER INC.

		
	By:	 	 /s/ Dean E. Taylor

		 	Dean E. Taylor
		 	Chairman, President and
		 	Chief Executive Officer
		
		 	 /s/ Cliffe F. Laborde

		 	Cliffe F. Laborde


  

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