Individual Performance Executive Officer Annual Incentive Plan


 EXHIBIT 10.2 
 TIDEWATER INC. 
 INDIVIDUAL PERFORMANCE EXECUTIVE OFFICER 
 ANNUAL INCENTIVE PLAN 
 FOR
FISCAL YEARS 2010, 2011 AND 2012 
  

	I.	PLAN OBJECTIVE 

 The primary objective of the
Tidewater Inc. Individual Performance Executive Officer Annual Incentive Plan (the “Plan”) is to reward Tidewater Inc.’s (the “Company”) executive officers for their individual performance. The Plan links a significant
element of potential variable annual compensation to the accomplishment of individual goals established for each participant. 
 The
Compensation Committee of the Board of Directors (the “Committee”) established the Plan to provide a mechanism to add an individual performance-based annual incentive award to the compensation of executive officers who participate in
Tidewater Inc.’s (the “Company”) Company Performance Executive Officer Annual Incentive Plan (the “Company Performance Plan”). The Company Performance Plan is formula-based and designed to qualify as
“performance-based” compensation under Section 162(m) of the Internal Revenue Code. 
  

	II.	ADMINISTRATION 

 The Plan shall be
administered by the Committee, except that the Chief Executive Officer shall have certain administrative powers as provided herein. The authority of the Committee shall include, in particular, authority to: 
  

	 	A.	designate participants and target award percentages for a particular year; 

  

	 	B.	after considering recommendations from the Chief Executive Officer, establish individual performance goals and objectives for a particular year; 

  

	 	C.	determine the individual performance multiple for a fiscal year of between 0 and 1.5 times the target award percentage; 

  

	 	D.	consider the achievement of the individual performance goals and objectives and other performance factors for the Chief Executive Officer and the amount of any payment hereunder;
and 

  

	 	E.	establish regulations for the administration of the Plan and make all determinations deemed necessary for the administration of the Plan. 

 The Chief Executive Officer shall consider the achievement of the individual performance goals and objectives and other performance factors for Plan
participants other than himself and whether the participant shall receive the entire Committee approved individual performance multiple or a lesser amount. 






 The Committee may also use its discretion to reduce or to eliminate, but not to increase, the maximum
bonus amount payable to any participant under the Plan for a particular year. 
  

	III.	BASIC PLAN CONCEPT 

 The Plan is designed to
reward executive officers for their individual accomplishments and performance. 
  

	IV.	ELIGIBILITY CRITERIA 

 Eligibility for
participation in the Plan is limited to those executive officers who participate in the Company Performance Executive Officer Annual Incentive Plan. 
  

	V.	AWARD OPPORTUNITIES AND PERFORMANCE MEASURES 

 For each fiscal year, the Committee will specify potential target incentive award amounts for each participant. These amounts are determined based upon each eligible participant’s base salary in effect as of June 29 of the fiscal
year multiplied by the target percent established by the Committee. 
 The Committee, or the Chief Executive Officer with respect to
participants other than the Chief Executive Officer, shall establish particular individual performance goals for each participant. The goals may be subjective or objective. 
 At the end of each fiscal year, the Committee will approve the overall individual performance multiple for the Plan for the fiscal year, which may be
between 0 and 1.5 times target. The individual performance multiple will be multiplied by each participant’s target incentive award amount to determine a participant’s individual payout amount. The individual payout amount may then be
reduced for a particular participant below the established individual performance multiple based on an evaluation of that participant’s individual performance. The annual award to a participant under this Plan may not exceed 1.5 times target.

  

	VI.	TERMINATION OF EMPLOYMENT 

  

	 	A.	If a participant’s employment is terminated because the participant dies or if the participant becomes disabled, unless otherwise determined by the Committee, the
participant or, in the case of death, the participant’s estate or heirs, shall be paid a pro rata bonus for the fiscal year in which termination occurs based upon target level performance in effect for such year and the percentage of salary
applicable to such participant’s bonus, but applied to the actual salary amount paid to the participant for the portion of the year that the participant was employed. Any such bonus shall be paid to the participant or, in the case of death, to
the participant’s estate or heirs under Article VII at the same time as the bonus for such fiscal year is paid to participants who continue to be employed. 

  

	 	B.	 If a participant’s employment is terminated because the participant Retires or is terminated by the Company without Cause, unless otherwise determined by
the Committee, the participant shall be paid a pro rata bonus for the fiscal year in which termination occurs based upon target level performance in effect for such



  

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year and the percentage of salary applicable to such participant’s bonus, but applied to the actual salary amount paid to the participant for the portion of the year that the participant was
employed. Any such bonus shall be paid to the participant as provided in Article VII on the date on which the annual bonus is paid to participants whose employment did not terminate. 


  

	 	C.	If a participant’s employment is terminated voluntarily by the participant or if the participant is involuntarily terminated by the Company for Cause, no pro rata bonus
shall be paid for the fiscal year in which termination occurs, unless otherwise determined by the Committee in its discretion, in which case the pro rata bonus will not exceed the amount that would be due based upon target level performance in
effect for such year and the percentage of salary applicable to such participant’s bonus, but applied to the actual salary amount paid to the participant for the portion of the year that the participant was employed. Any bonus so awarded shall
be paid to the participant as provided in Article VIII at the same time as the bonus for such fiscal year is paid to participants who continue to be employed. 

  

	 	D.	A participant is deemed to have “Retired” for purposes of the Plan, if the participant’s employment terminates, other than as a result of a termination by the
Company for Cause, at age 55 or later with at least ten years of service with the Company or at age 65 or later with at least five years of service with the Company. 

  

	 	E.	“Cause” for purposes of this Plan shall be determined in the sole discretion of the Board of Directors of the Company and shall mean: 

  

	 	1.	the willful and continued failure of the participant to perform substantially the participant’s duties with the Company or its affiliates (other than any such failure
resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the participant by the Board of Directors of the Company which specifically identifies the manner in which the Board
believes that the participant has not substantially performed the participant’s duties, or 

  

	 	2.	the willful engaging by the participant in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise.


 For purposes of this provision, no act or failure to act, on the part of the participant, shall be considered
“willful” unless it is done, or omitted to be done, by the participant in bad faith or without reasonable belief that the participant’s action or omission was in the best interests of the Company or its affiliates. Any act, or failure
to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of a senior officer of the Company or its affiliates or based upon the advice of counsel for the Company or its affiliates shall be
conclusively presumed to be done, or omitted to be done, by the participant in good faith and in the best interests of the Company or its affiliates. 
  

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	VII.	AWARD PAYMENTS 

 Awards determined by the
Committee to be paid hereunder will be paid in cash no later than the June 15 following the end of the fiscal year for which the award is earned, unless deferred by a participant under a separate benefit plan of the Company. 
  

	VIII.	MISCELLANEOUS 

  

	 	A.	Nothing in this Plan shall confer upon a participant any right to continue in the employment of the Company, or to interfere in any way with the right of the Company to terminate
the participant’s employment relationship with the Company at any time. Participation provides no guarantee that any bonus will be paid. Participation in the Plan is not a right, but a privilege, subject to annual review by the Company. The
Company retains the right to withhold payment from any participant who violates Company policies or for any other reason. The Company also has the right to recover any amounts paid under the Plan if (i) the amount paid was based on the
achievement of financial results that were subsequently the subject of a restatement, (ii) the participant is subject to the Company’s Executive Compensation Recovery Policy; (iii) the participant engaged in intentional misconduct
that caused or partially caused the need for the restatement, and (iv) the effect of the wrongdoing was to increase the amount of bonus or incentive compensation. Any participant accepts any payment hereunder subject to such recovery rights of
the Company. The Company may, if it chooses, effect such recovery by withholding from other amounts due to the participant by the Company. 

  

	 	B.	The Plan shall be governed by and construed in accordance with the laws of the State of Louisiana. 

  

	 	C.	If any term or provision of the Plan, shall at any time or to any extent be invalid, illegal or unenforceable in any respect as written, the participant and the Company intend
for any court construing the Plan to modify or limit such provision so as to render it valid and enforceable to the fullest extent allowed by law. Any such provision that is not susceptible of such reformation shall be ignored so as to not affect
any other term or provision hereof, and the remainder of the Plan, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable, shall not be affected thereby and
each term and provision of the Plan shall be valid and enforced to the fullest extent permitted by law. 

  

	 	D.	The Company has no obligation to make any payments hereunder. Any payments made shall be in the sole discretion of the Committee. The Company shall have no obligation to set
aside, earmark or invest any fund or money with which to pay bonuses under the Plan. 

  

	 	E.	The payments made hereunder are intended to comply with an exception from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, applicable to a
short-term deferral and the terms of the Plan related thereto shall be construed accordingly. 

  

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	 	F.	The Company shall have the right to terminate the Plan at any time in its sole discretion. Upon termination, the participant shall have no right to receive any amounts hereunder.


  

	 	G.	The Company shall deduct from any payment made hereunder all applicable federal and state income and employment taxes. 

  

	 	H.	The Committee shall not increase the amount payable to a participant under this Plan to an amount that is higher than the amount determined as provided in Article V. This Plan
has no relationship to the Tidewater Inc. Company Performance Executive Officer Annual Incentive Plan or any amount earned thereunder. 

 EXECUTED effective as of the 8th day of
July 2009. 
  

									
	WITNESSES:	 		 	TIDEWATER INC.
				
	 	 		 	By:	 	/s/ Bruce D. Lundstrom
		 		 		 		 	Bruce D. Lundstrom
		 		 		 		 	Executive Vice President,
	 	 		 		 	Secretary and General Counsel

  

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