exv10w5








AMENDMENT No. 2

TO THE

GULFMARK OFFSHORE, INC.

NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN




     THIS AGREEMENT is made by GulfMark Offshore, Inc., a Delaware corporation (the “Company”),



WITNESSETH:




     WHEREAS, the Company previously adopted the GulfMark Offshore, Inc. Non-Employee Director
Share Incentive Plan (the “Plan”);



     WHEREAS, pursuant to Section 15 of the Plan, the Company has the right to amend the Plan; and



     WHEREAS, the Company desires to amend the Plan;




	 	 	NOW, THEREFORE, the Board of Directors agrees that effective October 13, 2009,
the Plan is amended as follows:





     1. Section 8 of the Plan is completely amended and restated to provide as
follows:



     8. ADJUSTMENT PROVISIONS – CHANGE IN CONTROL.




(a) If there shall be any change in the Common Stock, through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, reverse stock split,
split up, spin-off, combination of shares, exchange of shares, dividend in kind or
other like change in capital structure or distribution (other than normal cash
dividends) to stockholders of the Company, an adjustment shall be made to each
outstanding Stock Option and Stock Award (including any Unvested Stock Award) such
that each such Stock Option and Stock Award shall thereafter be exercisable or
vested and deliverable for such property as would have been
received in respect of the Common Stock subject to such Stock Option and Stock Award
had such Stock Option and Stock Award been exercised or vested and delivered in full
immediately prior to such change or distribution, and such an adjustment shall be
made successively each time any such change shall occur. In addition, in the event
of any such change or distribution, in order to prevent dilution or enlargement of a
Non-Employee Director’s rights under the Plan, the Board will have authority to
adjust, in an equitable manner, the number and kind of shares that may be issued
under the Plan, the number and kind of shares subject to outstanding Stock Options
and Stock Awards (including Unvested Stock Awards), and the exercise price
applicable to outstanding Stock Options.



- 1 -









 






(b) Notwithstanding any other provision of the Plan, if there is a Change in Control
of the Company all then outstanding Stock Options shall immediately become
exercisable and all Unvested Stock Awards shall immediately become vested and
deliverable, as the case may be. For purposes of this Section 8(b), a “Change in
Control” shall be deemed to have occurred upon any of the following events:




     (i) Change in Board Composition. Individuals who constitute the
members of the Board as of the date hereof (the “Incumbent Directors”), cease for
any reason to constitute at least a majority of members of the Board; provided that
any individual becoming a director of the Company subsequent to the date hereof
shall be considered an Incumbent Director if such individual’s appointment, election
or nomination was approved by a vote of at least 50% of the Incumbent Directors;
provided further that any such individual whose initial assumption of
office is in connection with an actual or threatened election contest relating
to the election of members of the Board or other actual or threatened solicitation
of proxies or contests by or on behalf of a “person” (within the meaning of Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) other than the Board, including by reason of agreement intended to avoid or
settle any such actual or threatened contest or solicitation, shall not be
considered an Incumbent Director;




     (ii) Business Combination. Consummation of (i) a reorganization,
merger, consolidation, share exchange or other business combination involving the
Company or any of its subsidiaries or the disposition of all or substantially all
the assets of the Company, whether in one or a series of related transactions, or
(ii) the acquisition of assets or stock of another entity by the Company (either, a
“Business Combination”), excluding, however, any Business Combination pursuant to
which: (A) individuals who were the “beneficial owners” (as such term is defined in
Rule 13d-3 under the Exchange Act), respectively, of the then outstanding shares of
common stock of the Company (the “Outstanding Stock”) and the combined voting power
of the then outstanding securities entitled to vote generally in the election of
directors of the Company (the “Outstanding Company Voting Securities”) immediately
prior to such Business Combination beneficially own, upon consummation of such
Business Combination, directly or indirectly, more than 50% of the then outstanding
shares of common stock (or similar securities or interests in the case of an entity
other than a corporation) and more than 50% of the combined voting power of the then
outstanding securities (or
interests) entitled to vote generally in the election of directors (or in the
selection of any other similar governing body in the case of an entity other than a
corporation) of the Surviving Corporation (as defined below) in substantially the
same proportions as their ownership of the Outstanding Stock and Outstanding Company
Voting Securities, immediately prior to the consummation of such Business
Combination (that is, excluding any outstanding voting securities of the



- 2 -









 







Surviving
Corporation that such beneficial owners hold immediately following the consummation
of the Business Combination as a result of their ownership prior to such
consummation of voting securities of any company or other entity involved in or
forming part of such Business Combination other than the Company); (B) no person
(other than the Company, any subsidiary of the Company, any employee benefit plan of
the Company or any of its subsidiaries or any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any subsidiary of the
Company) or group (as such term is defined in Rule 13d-3 under the Exchange Act)
becomes the beneficial owner of 20% or more of either (x) the then outstanding
shares of common stock (or similar securities or interests in the case of entity
other than a corporation) of the Surviving Corporation, or (y) the combined voting
power of the then outstanding securities (or interests) entitled to vote generally
in the election of directors (or in the selection of any other similar governing
body in the case of an entity other than a corporation); and (C) individuals who
were Incumbent Directors at the time of the execution of the initial agreement or of
the action of the Board providing for such Business Combination constitute at least
a majority of the members of
the board of directors (or of any similar governing body in the case of an
entity other than a corporation) of the Surviving Corporation; where for purposes of
this subsection (b), the term “Surviving Corporation” means the entity resulting
from a Business Combination or, if such entity is a direct or indirect subsidiary of
another entity, the entity that is the ultimate parent of the entity resulting from
such Business Combination;




     (iii) Stock Acquisition. Any person (other than the Company, any
subsidiary of the Company, any employee benefit plan of the Company or any of its
subsidiaries or any trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any subsidiary of the Company) or group becomes the
beneficial owner of 20% or more of either (x) the Outstanding Stock or (y) the
Outstanding Company Voting Securities; provided, however, that for purposes of this
subsection (c), no Change in Control shall be deemed to have occurred as a result of
any acquisition directly from the Company; or




     (iv) Liquidation. Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company (or, if no such approval is
required, the consummation of such a liquidation or dissolution).




(c) The Board, in its discretion, may determine that, upon the occurrence of a
Change in Control of the Company, each Stock Option outstanding hereunder shall
terminate within a specified number of days after notice to the holder, and such
holder shall receive, with respect to each share of Common Stock subject to such
Stock Option, an amount equal to the excess of the Fair Market Value of such shares
of Common Stock immediately prior to the occurrence of such
Change in Control over the exercise price per share of such Stock Option; such



- 3 -









 







amount to be payable in cash, in one or more kinds of property (including the
property, if any, payable in the transaction constituting the Change in Control) or
in a combination thereof, as the Board, in its discretion, shall determine. The
provisions contained in the preceding sentence shall be inapplicable to a Stock
Option granted within six (6) months before the occurrence of a Change in Control if
the holder of such Stock Option is subject to the reporting requirements of Section
16(a) of the Exchange Act and no exception from liability under Section 16(b) of the
Exchange Act is otherwise available to such holder.




2. The Plan is amended by adding the following new Section 18 to the Plan:



- 4 -









 






18. SECTION 409A. Awards shall be designed, granted and administered in such a
manner that they are either exempt from the application of, or comply with, the
requirements of section 409A of the Code (“Section 409A”). If the Board determines
that an award, payment, distribution, deferral election, transaction, or any other
action or arrangement contemplated by the provisions of the Plan would, if
undertaken or implemented, cause a holder to become subject to additional taxes
under Section 409A, then unless the Board specifically provides otherwise, such
award, payment, distribution, deferral election, transaction or other action or
arrangement shall not be given effect to the extent it causes such result and the
related provisions of the Plan and/or award agreement will be deemed modified, or,
if necessary, suspended in order to comply with the requirements of Section 409A to
the extent determined appropriate by the Board, in each case without the consent of
or notice to the holder. The exercisability of a Stock Option shall not be extended
to the extent that such extension would subject the holder to additional taxes under
Section 409A. This Section 7.4 is effective for awards granted under the Plan that
are earned and vested on or after January 1, 2005.



Adopted by the Board of Directors

On October 13, 2009




- 5 -