exv10w6







	 	 	 	 	 	 	 
	

	 	 	 	Number
	 	S-04
	 	POLICY AND PROCEDURE
	 	Effective Date
	 	08-01-01 
	 	MANUAL
	 	 
Superseded Date
 	 	 
	Title:

	 	Severance Benefits
	 	Page
	 	1 of 6 
	 

	 	 	 	Exhibit Number	 	 






	 	 	 	 	 
	TABLE OF CONTENTS	 	Page Number
	A. SCOPE
	 	 	2	 
	B. POLICY
	 	 	2	 
	C. ELIGIBILITY
	 	 	2	 
	D. SEVERANCE PAY
	 	 	3	 
	E. OUTPLACEMENT SERVICES
	 	 	6	 
	F. VACATION PAY
	 	 	6	 
	G. METHOD OF PAYMENT
	 	 	6	 
	H. BENEFIT CONTINUATION
	 	 	6	 
	I. RESPONSIBILITIES
	 	 	6	 






	 	 	 	 	 	 	 
	 

	 	Approved:
	 	/s/ Edward G. Guthrie
	 	August 1, 2001
	 

	 	 	 	 	 	 
	 

	 	 	 	Executive Vice President — Finance
	 	Date
	 
	 	 	 	 	 	 
	 

	 	Approved:
	 	/s/ Bruce A. Streeter
	 	August 1, 2001
	 

	 	 	 	 	 	 
	 

	 	 	 	President & COO
	 	Date






 









 





	 	 	 	 	 	 	 
	

	 	 	 	Number
	 	S-04
	 	POLICY AND PROCEDURE
	 	Effective Date
	 	08-01-01 
	 	MANUAL
	 	 
Superseded Date
 	 	 
	Title:

	 	Severance Benefits
	 	Page
	 	2 of 6 
	 

	 	 	 	Exhibit Number	 	 







	A.	 	SCOPE
	 
	 	 	This policy shall apply to all departments, divisions and operating subsidiaries of GulfMark
Offshore, Inc., hereinafter referred to as (“the Company”).
	 
	B.	 	POLICY
	 
	 	 	It is the policy of the Company to grant severance pay to terminated or laid off employees
under certain circumstances in order to provide them with an income for a specified period of
time while seeking other employment.
	 
	C.	 	ELIGIBILITY






	 	1.	 	An employee will be eligible for severance payment if permanently laid-off
or terminated because of:






	 	a.	 	A reduction in the Company’s work force.
	 
	 	b.	 	Elimination of the job or position.
	 
	 	c.	 	An insufficient aptitude for continued employment not attributable to any
willful cause.
	 
	 	d.	 	A sale (or merger) of all or part of the Company, or in connection with a
change in control of the Company.






	 	2.	 	An employee will not be eligible for severance payment if he or she:






	 	a.	 	Leaves the Company voluntarily.
	 
	 	b.	 	Is terminated for cause.
	 
	 	c.	 	Retires from the Company.





 









 





	 	 	 	 	 	 	 
	

	 	 	 	Number
	 	S-04
	 	POLICY AND PROCEDURE
	 	Effective Date
	 	08-01-01 
	 	MANUAL
	 	 
Superseded Date
 	 	 
	Title:

	 	Severance Benefits
	 	Page
	 	3 of 6 
	 

	 	 	 	Exhibit Number	 	 






	D.	 	SEVERANCE PAY






	 	1.	 	General
	 
	 	 	 	All salaried employees without employment contracts who are laid off will receive
severance pay based on years of continuous service.
	 
	 	 	 	Note: Years of continuous service, for the purposes of this policy will be rounded to the
nearest whole year. Examples: 2 years and 5 months of service = 2 years; 2 years and 6
completed months of service = 3 years.
	 
	 	2.	 	Reduction in Force
	 
	 	 	 	When an employee is laid off due to a reduction in work force, severance pay benefits
will be paid as follows:






a. Notification pay: If advance notification is not possible, two weeks of pay in lieu of
notice will be paid in addition to severance pay outlined below.




b. Severance pay. Employees receive two weeks of pay per year of service, with a minimum
of four weeks up to a maximum of 26 weeks. The maximum amount of severance payment for any
employee may not exceed two times an employee’s annual compensation during the year
immediately preceding employment termination.




	 	3.	 	Sale, Merger, or Change of Control






	 	 	If, in connection with a sale (or merger) of all of part of the Company, an employee accepts
an offer of (or continues) employment with the purchasing (or surviving) entity that is
substantially equivalent to his/her current position with the Company immediately prior to the
sale (or merger), he/she will not be eligible





 









 





	 	 	 	 	 	 	 
	

	 	 	 	Number
	 	S-04
	 	POLICY AND PROCEDURE
	 	Effective Date
	 	08-01-01 
	 	MANUAL
	 	 
Superseded Date
 	 	 
	Title:

	 	Severance Benefits
	 	Page
	 	4 of 6 
	 

	 	 	 	Exhibit Number	 	 





	 	 	for severance pay. However, if within nine months following any such sale (or merger) or a change
of control of the Company, an employee is terminated for any reason other than resignation or for
cause, the employee will be entitled to benefits defined herein and severance pay as follows:






a. Notification pay: If an advance notification is not possible, four weeks of pay in lieu of
notice will be paid in addition to severance pay as outlined below.




b. Severance pay: Employees receive three weeks of pay per year of service, with a minimum number
of weeks commensurate with their employment category and a maximum of fifty-two weeks. The amount
of severance pay is reduced by payments, if any, mandated by employment laws of the employee’s
country of residence or assignment as applicable. The following categories apply for purposes of
this policy:


Category 1: (Minimum of 36 weeks)



Manager — Singapore / Liverpool / Norway

Technical Manager

Operations Manager

Accounts Manager

Chartering Manager

Human Resources Manager

Corporate Controller



Category II: (Minimum of 24 weeks)



Operations Superintendent

Assistant Corporate Controller

Division Controller

Office Manager — Singapore

Purchasing Manager



Category III: (Minimum of 8 weeks)



All other salaried personnel




 









 





	 	 	 	 	 	 	 
	

	 	 	 	Number
	 	S-04
	 	POLICY AND PROCEDURE
	 	Effective Date
	 	08-01-01 
	 	MANUAL
	 	 
Superseded Date
 	 	 
	Title:

	 	Severance Benefits
	 	Page
	 	5 of 6 
	 

	 	 	 	Exhibit Number	 	 






	 	 	Change of Control: means the occurrence of one or more of the following events: (i) any sale,
lease, exchange or other transfer (in one transaction or a series of related transactions) of all
or substantially all of the assets of the Company to any Person or group of related Persons for
purposes of Section 13(d) of the Exchange Act (a “Group”) together with any Affiliates thereof
(whether or not otherwise in compliance with the provisions of the Indenture), other than Permitted
Holders unless immediately following such sale, lease, exchange or other transfer in compliance
with the Indenture such assets are owned, directly or indirectly, by the company or a Wholly Owned
Restricted Subsidiary of the Company; (ii) the approval by the holders of Capital Stock of the
Company of any plan or proposal for the liquidation or dissolution of the Company (whether or not
Company of any plan or proposal for the liquidation or dissolution of the company (whether or not
otherwise in compliance with the provisions of the Indenture); (iii) the acquisition in one or more
transactions, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of
Voting Securities of the Company by any Person or Group, other than Permitted Holders, that either
(A) beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act), directly or
indirectly, at least 50% of the Company’s then outstanding voting securities entitled to vote on a
regular basis for the board of directors of the Company, or (b) otherwise has the ability to elect,
directly or indirectly, a majority of the members of the Company’s board of directors, including,
without limitation, by the acquisition of revocable proxies for the election of directors; (iv) the
first day on which a majority of the members of the company’s board of directors are not Continuing
Directors.




 









 





	 	 	 	 	 	 	 
	

	 	 	 	Number
	 	S-04
	 	POLICY AND PROCEDURE
	 	Effective Date
	 	08-01-01 
	 	MANUAL
	 	 
Superseded Date
 	 	 
	Title:

	 	Severance Benefits
	 	Page
	 	6 of 6 
	 

	 	 	 	Exhibit Number	 	 












	E.	 	OUTPLACEMENT SERVICES
	 
	 	 	Outplacement services will be provided by the Company for employees who have been laid off at
the discretion of the President or the Executive Vice President — Finance, as appropriate,
	 
	F.	 	VACATION PAY
	 
	 	 	Employees who have been laid off will receive pay for vacation earned but not taken, explained
in the Vacation Policy (V-01).
	 
	G.	 	METHOD OF PAYMENT
	 
	 	 	Employees who have been laid off will receive severance and vacation pay in a lump sum on the
last day worked. Payments will be subject to regular withholding taxes. Payments are not
contingent directly or indirectly on an employees’ retirement.
	 
	H.	 	BENEFIT CONTINUATION
	 
	 	 	Medical and Basic Life coverage will continue for 90 days after the date of termination.
	 
	 	 	Dental, Supplemental Life, AD&D and LTD coverages, if any, will cease on the date of
termination. Service credit for Savings Plans will cease on the date of termination.
	 
	 	 	The Corporate Office — Payroll will contact employees who are vested in applicable pension
benefits, if any. Participants in the Savings Plan will receive instructions for final
distributions.
	 
	I.	 	RESPONSIBILITIES
	 
	 	 	The Corporate Office — Payroll is responsible for conducting a layoff and documenting all
layoff transactions.