Exhibit 10.1





Exhibit 10.1







TRICO INCENTIVE BONUS PLAN

2009




This Trico Marine Services, Inc. Annual Incentive Plan (the “Plan”) is adopted by Trico Marine
Services, Inc., a Delaware corporation (the “Company”). The terms of the Plan have been approved
by the Company’s Board of Directors and are as follows:



I. Purpose




The Plan is designed to increase shareholder value through effective use of performance-based
bonus awards. The Plan is intended to advance the best interests of the Company and its
subsidiaries by providing key employees with additional incentives through the grant of cash awards
based on the performance of the Company, the business segment and the employee, thereby increasing
the personal stake of such employees in the continued success and growth of the Company and
encouraging them to remain in the employ of the Company.



II. Term




The effective date of this Plan is January 1, 2006. The Plan will remain in effect for
successive fiscal years beginning on January 1, 2006 (each, a “Plan Year”).



III. Eligibility




The participants in this Plan shall be those employees of the Company who have been selected
by the CEO, and are approved by the Compensation Committee of the Company’s Board of Directors (the
“Compensation Committee”). Notwithstanding the foregoing, eligible employees must have been
full-time employees with the Company or any of its subsidiaries for at least three months of the
Plan Year and remain employed on a full-time basis through the bonus payment date for such Plan
Year. Directors who are not employees of the Company shall not be eligible to participate in the
Plan.



IV. Change in Eligibility Status




In making decisions regarding employees’ participation in the Plan, the CEO may consider any
factors that he or she may consider relevant. The following guidelines are provided as general
information regarding employee status changes upon the occurrence of the events described below,
provided that recommendation to include an employee in the Plan originates from the CEO:




	 	(a)	 	New hire, Transfer, Promotion. A newly hired, transferred or
promoted employee selected and approved as a Participant in the Plan after March 1
of the Plan Year may participate in the Plan on a pro rata basis as of the date the
Participant was approved into the Plan. A newly hired, transferred or promoted
employee selected and approved as a Participant in the Plan prior to March 1 of the
Plan Year may participate based on a full Plan Year.






	 	(b)	 	Demotion. An Incentive Award will generally not be made to an
employee who has been demoted during the Plan Year because of performance.




 


 









 






	 	(c)	 	Termination. An Incentive Award will generally not be made to
any Participant whose services are terminated prior to the payment of the Incentive
Award for reasons of misconduct, failure to perform or other cause.






	 	(d)	 	Resignation. An Incentive Award will generally not be made to
any Participant who resigns for any reason, including retirement, before the
Incentive Award is made. However, if the Participant has voluntarily terminated
his or her employment with the Company’s consent, the Participant may be considered
for a full year or pro rata Incentive Award, provided the Participant otherwise
qualifies for the Incentive Award.






	 	(e)	 	Death and Disability. A Participant whose status as an active
employee is changed prior to the payment of the Incentive Award for any reason
other than the reasons cited above may be considered for a pro rata Incentive
Award, provided the Participant otherwise qualifies for the Incentive Award. In
the event that an Incentive Award is made on behalf of an employee who has
terminated employment by reason of death, any such payments or other amounts due
will generally be paid to the Participant’s estate.





The above guidelines are subject to the terms of any applicable employment, severance or
similar agreements. Nothing in the Plan shall confer any right to any employee to continue in the
employ of the Company.



V. Performance-Based Bonus Awards




Subject to the following provisions, the CEO will determine, and recommend for approval by the
Compensation Committee, a Performance-Based Bonus Award (the “Award”) for selected employees. Each
grant of an Award shall specify the amount and nature of the Award to be received by the employee
subject to satisfaction of specified “Incentive Opportunities” within a specified “Performance
Period.”




(a) Performance Period. The Performance Period with respect to each Award shall be
the period of time within which the Incentive Opportunities relating to the Award are to be
achieved. Unless otherwise specified, the Performance Period shall be the then-current Plan
Year relating to the granting of the Award.




(b) Incentive Opportunities. The CEO will determine, and recommend for approval by
the Compensation Committee, Incentive Opportunities for each Participant. The Incentive
Opportunities will be defined as Incentive Opportunity Zones that represent a range of
threshold, target and maximum performance outcomes for which incremental proportional
increases in performance will result in incremental proportional increases in the Award.
Each Incentive Opportunity Zone will include threshold, target and maximum incentive
opportunities. The Participant’s target incentive opportunity will be based on the
Participant’s role and responsibilities, and will be expressed as a percentage of the
Participant’s base salary. The Participant’s threshold and maximum incentive opportunities
will be expressed as a Payout Multiple of the target incentive opportunity and will also be
based on the Participant’s role and responsibilities. The tables set forth on Exhibit
A outline the target Payout Multiples for certain Participant categories.




The target incentive opportunity as a multiple of base salary, and the resulting threshold
and maximum opportunities will be determined and approved in writing and kept on file for
each Participant.


 


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(c) Performance Goals. Each Participant shall have specific performance goals (the
“Performance Goals”) determined for his or her position for the Plan Year. These
Performance Goals will be based on certain financial and non-financial performance measures
that support the approved business plan of the Company, and should identify how the
Participant will support the achievement of such goals.




Several performance categories will be used for each Participant:




	 	1.	 	Financial Performance 3⁄4 There will be one or more
performance measures with equal or different weights that may be used within
this category, including without limitation any one or more of the performance
criteria described below:






	 	•	 	Corporate EBITDA versus Plan;






	 	•	 	Division and Region EBITDA versus Plan expenses and the General and
Administrative Costs.






The Performance Goals for these financial measures will generally be based on
the Company’s financial plan for the relevant Plan Year as approved by the Board
of Directors.




	 	2.	 	Individual Performance 3⁄4 The Individual Performance Goals
will generally be based on those established using the Company’s annual
performance appraisal program and review of the general performance of the
individual by the employee’s supervisor. While the interpretation of how well
the Individual Performance Goals are met will be more subjective than for
financial measures, the following descriptions will be used to interpret
individual performance and are based on the measures as defined by the
performance appraisal process:






	 	•	 	Exceptional Performance — Performance and competency demonstration were
at an extraordinary level.






	 	•	 	Strong Performance — Performance and competency demonstration were above
expectations.






	 	•	 	Fully Met Performance Expectation — Performance and competency
demonstration fully met expectation.






	 	•	 	Acceptable Performance — Performance and competency demonstration met
most expectations but development or improvement is necessary in some
areas.






	 	•	 	Performance Requires Improvements — Performance and competency
demonstration were below expectations.






	 	3.	 	Safety — Refer to Exhibit C for a detailed explanation
of the components of this measure.






	 	4.	 	Vessel reliability, overall vessel costs and delivery of
newbuild and refurbished vessels — The measures will be defined by processes
and practices to eliminate any unplanned events by reducing down time that
results in lost revenue, maintaining the schedule of delivery of owned and time
chartered vessels and planned classification costs.




 


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The target mix and weighting of the Performance Goals for each Participant will vary
depending on the Participant’s role and responsibilities, as set forth on Exhibit B.




For the financial performance measures, threshold, target and maximum Performance Goals will
be established and aligned within the Participant’s applicable Incentive Opportunity Zone as
defined above. Straight line (“proportional”) interpolation shall be used to determine the
actual performance of each financial measure. The threshold, target and maximum Performance
Goals for these financial measures, based on the Company’s plan for 2008 are set forth on
Exhibit C.




(d) Minimum Performance Requirements. For 2009, the minimum performance requirement
in order to receive an Award in accordance with the Plan is as follows:




	 	1.	 	Individual Performance at “Fully Met Performance Expectation”
or better.






(e) Distributions. To the extent it has been earned, an Award shall be distributed
in cash, and shall be paid in lump sum to the employee following approval by the Board of
Directors of the Company’s Plan Year financial statements. The payment of such Award shall
not be assigned, transferred, mortgaged or otherwise disposed of prior to actual receipt,
and any such attempt shall be null and void.



VI. Administration of the Plan




This Plan shall be administered by the Compensation Committee with oversight by the Board of
Directors. The Compensation Committee shall have the authority to interpret the provisions of this
Plan and make final decisions with respect to the entitlement of any employee to an Award. The
Committee shall also have the authority to review and approve any proposed amendments to the Plan
throughout the Plan Year. The Committee retains the right to discontinue or amend this Plan at any
time. The Committee may use discretion to adjust the Award levels to account for events that
impact the ability to meet the Incentive Opportunities described in Section V. The CEO will be
responsible for the interpretation and the day-to-day management of the Plan. The CEO shall also
make recommendations to the Committee for review and approval.



Nothing in this Plan is to be considered a guarantee of an Award. Any decisions by the
Compensation Committee, on behalf of the Board of Directors, are final and binding on all parties.








 


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VII. Exemption from Liability; Indemnification



The members of the Compensation Committee and the persons acting on behalf of the Compensation
Committee shall be free from liability for their acts, omissions, and conduct in the administration
of the Plan, except for those acts, omissions and conduct resulting from willful misconduct or lack
of good faith.



The Company shall indemnify each member of the Compensation Committee, the persons acting on
behalf of the Compensation Committee and any other employee, officer or director of the Company
against any claims, loss, damage, expense and liability, by insurance or otherwise, reasonably
incurred by the individual in connection with any action or failure to act by reason of performance
of an authorized duty or responsibility for or on behalf of the Company pursuant to the Plan unless
the same is judicially determined to be the result of the individual’s gross negligence or willful
misconduct. The foregoing right shall be in addition to any other rights to which such person may
be entitled to as a matter of law.



VIII. Additional Provisions





(a) Amendments. The Board of Directors may, in its sole discretion, discontinue
the Plan at any time, or amend it from time to time. The Compensation Committee shall have
the authority to amend any grant to include any provision which, at the time of such
amendment, is authorized under the terms of the Plan; however, after the end of any plan
year, no award that has been earned and not paid may be revoked.




(b) No Guaranty of Employment. The grant of an Award under the Plan shall not
constitute an assurance of continued employment during the Performance Period.




(c) Withholding. Payments under the Plan shall be net of an amount sufficient to
satisfy any federal, state or local withholding tax liability.




(d) Governing Law. This Plan shall be governed and construed under the laws of the
State of Texas.




 


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Exhibit A




Target Payout Multiples




The following tables set forth the target Payout Multiples for certain Participant categories
(where “X” equals the target incentive opportunity as a percentage of base salary):




	•	 	Chief Executive Officer — responsible for overall financial performance of the Company:





	 	 	 	 	 
	Threshold Multiple of Target	 	Target	 	Maximum Multiple of Target
	.50X
	 	1.00X
	 	2.00X







	•	 	Chief Financial and Administrative Officers —  includes executives with direct profit and
loss or overall financial responsibilities for the Company at the corporate level:





	 	 	 	 	 
	Threshold Multiple of Target	 	Target	 	Maximum Multiple of Target
	0.25X
	 	.60X
	 	1.20X







	•	 	Other Named Executive Officers — includes executives with direct profit and loss or
overall financial responsibilities for the Company at the corporate level:





	 	 	 	 	 
	Threshold Multiple of Target	 	Target	 	Maximum Multiple of Target
	0.25X
	 	.50X
	 	.100X







	•	 	Other Senior Management — includes senior corporate managers, profit center managers and
others with direct profit and loss or overall financial responsibilities for the Company:





	 	 	 	 	 
	Threshold Multiple of Target	 	Target	 	Maximum Multiple of Target
	0.20X
	 	.40X
	 	.80X







	•	 	Other Management — includes management level employees with direct or indirect profit and
loss at the divisional or regional level:





	 	 	 	 	 
	Threshold Multiple of Target	 	Target	 	Maximum Multiple of Target
	0.15X
	 	.30X
	 	.60X







	•	 	Key Employees — includes employees with management responsibilities and indirect profit
and loss responsibilities:





	 	 	 	 	 
	Threshold Multiple of Target	 	Target	 	Maximum Multiple of Target
	0.10X
	 	.20X
	 	.40X






 


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Exhibit B




Target Mix and Weighting of Performance Goals




Target mix and weighting of the Performance Goals for certain Plan Participants:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Corporate	 	 	Division	 	 	Region	 	 	New	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	EBITDA	 	 	EBITDA	 	 	EBITDA	 	 	Vessel	 	 	Vessel	 	 	 	 	 	 	 	 	 	 
	Group	 	Vs. Plan	 	 	vs. Plan	 	 	Vs. Plan	 	 	Delivery	 	 	Reliability	 	 	Safety	 	 	Individual	 	 	Total	 
	Senior Corporate
Management
	 	 	70	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10	%	 	 	20	%	 	 	100	%
	Profit Center Managers
	 	 	35	%	 	 	35	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10	%	 	 	20	%	 	 	100	%
	Country Managers
	 	 	15	%	 	 	25	%	 	 	25	%	 	 	 	 	 	 	 	 	 	 	15	%	 	 	20	%	 	 	100	%
	Corporate Support
	 	 	50	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10	%	 	 	40	%	 	 	100	%
	Technical Services
	 	 	20	%	 	 	 	 	 	 	 	 	 	 	30	%	 	 	30	%	 	 	10	%	 	 	10	%	 	 	100	%







 


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Exhibit C




Target Performance Goals




The following are threshold, target and maximum Performance Goals for financial measures to be
utilized in connection with the Plan:



	 	 	 	 	 	 	 
	 	 	Performance Goals
	 	 	Threshold	 	Target (Budget)	 	Maximum
	Performance Measure	 	Rate	 	Rate	 	Rate
	Safety — ESQS (1)
	 	 	 	 	 	 
	• Environment

	 	Increase in number of
incidents from prior year by
20%
	 	Same number of incidents as in
prior year
	 	Reduction by 20% of incidents
from prior year
	• Safety (TRIR)

	 	10% increase from Target TRIR
	 	Target TRIR
	 	10% reduction from Target TRIR
	• Safety (Operations)

	 	Increase in number of
incidents from prior year by
20%
	 	Same number of incidents as in
prior year
	 	Reduction by 20% of incidents
from prior year
	• Quality

	 	N/A
	 	No major non-conformities
	 	N/A
	• Security

	 	N/A
	 	No recordable security incidents
	 	N/A








	 	 	 
	(1)	 	Safety bonus would be forfeited in the event of a vessel related accidental death.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Threshold	 	 	Target (Budget)	 	 	Maximum	 
	 	 	 	 	% of	 	 	$	 	% of	 	 	$	 	% of	 
	Performance Measure	 	$ (millions)	 	Target	 	 	(millions)	 	Target	 	 	(millions)	 	Target	 
	Corporate EBITDA
	 	Threshold of Plan Target	 	 	75	%	 	Plan Target	 	 	100	%	 	Maximum of Plan Target	 	 	125	%






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Threshold	 	 	Target (Budget)	 	 	Maximum	 
	 	 	 	 	% of	 	 	$	 	% of	 	 	$	 	% of	 
	Performance Measure	 	$ (millions)	 	Target	 	 	(millions)	 	Target	 	 	(millions)	 	Target	 
	Division EBITDA — CTC
	 	Threshold of Plan Target	 	 	75	%	 	Plan Target	 	 	100	%	 	Maximum of Plan Target	 	 	125	%
	Division EBITDA — DeepOcean
	 	Threshold of Plan Target	 	 	75	%	 	Plan Target	 	 	100	%	 	Maximum of Plan Target	 	 	125	%






 


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	 	 	Threshold	 	 	Target (Budget)	 	 	Maximum	 
	 	 	 	 	% of	 	 	$	 	% of	 	 	$	 	% of	 
	Performance Measure	 	$ (millions)	 	Target	 	 	(millions)	 	Target	 	 	(millions)	 	Target	 
	T&S Region EBITDA — North Sea
	 	Threshold of Plan Target	 	 	75	%	 	Plan Target	 	 	100	%	 	Maximum of Plan Target	 	 	125	%
	T&S Region EBITDA — US GoM
	 	Threshold of Plan Target	 	 	75	%	 	Plan Target	 	 	100	%	 	Maximum of Plan Target	 	 	125	%
	T&S Region EBITDA — Mexico
	 	Threshold of Plan Target	 	 	75	%	 	Plan Target	 	 	100	%	 	Maximum of Plan Target	 	 	125	%
	T&S Region EBITDA — Brazil
	 	Threshold of Plan Target	 	 	75	%	 	Plan Target	 	 	100	%	 	Maximum of Plan Target	 	 	125	%
	T&S Region EBITDA — W Africa
	 	Threshold of Plan Target	 	 	75	%	 	Plan Target	 	 	100	%	 	Maximum of Plan Target	 	 	125	%
	T&S Region EBITDA — SE Asia
	 	Threshold of Plan Target	 	 	75	%	 	Plan Target	 	 	100	%	 	Maximum of Plan Target	 	 	125	%






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Threshold	 	 	Target (Budget)	 	 	Maximum	 
	 	 	 	 	% of	 	 	 	 	% of	 	 	 	 	% of	 
	Performance Measure	 	Measure	 	Target	 	 	Measure	 	Target	 	 	Measure	 	Target	 
	Vessel Reliability
	 	Reduce down time by 10%	 	 	75	%	 	Reduce down time by 20%	 	 	100	%	 	Reduce down time by 30%	 	 	125	%






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Threshold	 	 	Target (Budget)	 	 	Maximum	 
	 	 	 	 	 	 	% of	 	 	 	 	 	 	% of	 	 	 	 	 	 	% of	 
	Performance Measure	 	Measure	 	 	Target	 	 	Measure	 	 	Target	 	 	Measure	 	 	Target	 
	Vessel Delivery
	 	 	N/A	 	 	 	75	%	 	Target vessel deliveries for 2009 per Plan	 	 	100	%	 	Vessels delivered 15 days prior to projected delivery dates	 	 	125	%







 


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