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AMENDMENT

TO THE

SEVERANCE BENEFITS POLICY




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



WITNESSETH:




     WHEREAS, the Company previously adopted the Severance Benefits Policy (the “Policy”);



     WHEREAS, the Company desires to amend the Policy;



     NOW, THEREFORE, the Board of Directors agrees that effective October 13, 2009, Section D.3 of
the Policy is completely amended and restated to provide as follows:



     3. Change of Control




If, in connection with a Change of Control, 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 Change of Control, he/she will not be eligible for severance pay.
However, if within nine months following any such Change of Control, 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 I: (Minimum of 36 weeks)


Manager – Singapore / Liverpool / Norway

Technical Manager

Operations Manager

Account 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





“Change of Control” shall mean the occurrence of any one or more of the following:




     (i) Change in Board Composition. Individuals who constitute the
members of the Board of Directors of the Company (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



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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 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 of 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).



Adopted by the Board of Directors

On October 13, 2009





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