Exhibit 10.1


    
      

    


    

      GulfMark
        Offshore, Inc.

       

      2005
        Non-Employee Director Share Incentive Plan:

       

      


       

      Stock
        Award Agreement

       

      
        	
                 

                Payment
                  for Shares

                 

              	
                 

                No
                  payment is required for the shares that you are receiving.

                 

              
	
                 

                Vesting

                 

              	
                 

                The
                  shares that you are receiving will vest in installments, as shown
                  in the
                  Notice of Stock Award. In addition, the shares vest in full if
                  a “Change
                  in Control” (as defined in the Plan) occurs before your tenure as a
                  director terminates.

                 

              
	 	
                 

                No
                  additional shares vest after you are no longer a director for any
                  reason.

                 

              
	
                 

                Shares
                  Restricted

                 

              	
                 

                Unvested
                  shares will be considered “Unvested Stock Awards.” You may not sell,
                  transfer, pledge or otherwise dispose of any Unvested Stock Awards
                  without
                  the written consent of the Company.

                 

              
	
                 

                Forfeiture

                 

              	
                 

                If
                  your term as a director terminates for any reason, then your shares
                  will
                  be forfeited to the extent that they have not vested before the
                  termination date and your shares do not vest as a result of the
                  termination. This means that the Unvested Stock Awards will immediately
                  revert to the Company. You receive no payment for Unvested Stock
                  Awards
                  that are forfeited.

                 

              
	 	
                 

                The
                  Company determines when your term as a director terminates for
                  this
                  purpose.

                 

              
	
                 

                Stock
                  Certificates

                 

              	
                 

                Any
                  certificates for Unvested Stock Awards that are issued by the Company
                  will
                  have stamped on them a special legend. The Company will have no
                  obligation
                  to delivery any shares to you unless such delivery or distribution
                  would
                  comply with all applicable laws (including the Securities Act),
                  and the
                  applicable requirements of any securities exchange or similar entity.
                  As
                  your Unvested Stock Awards vest, you may request that the Company
                  release
                  to you a non-legended certificate for your vested shares.

                 

              


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      


      
        	
                 

                Voting
                  Rights

                 

              	
                 

                You
                  may vote your shares even before they vest.

                 

              
	
                 

                Withholding
                  Taxes

                 

              	
                 

                You
                  understand that you (and not the Company) are responsible for your
                  own
                  federal, state, local or foreign tax liability and any of your
                  other tax
                  consequences that may arise as a result of the transactions contemplated
                  by this Agreement. You shall rely solely on the determinations
                  of your tax
                  advisors or your own determinations, and not on any statements
                  or
                  representations by the Company or any of its agents, with regard
                  to all
                  such tax matters, including, with regard to determining whether
                  you are
                  eligible to make an election with respect to the Unvested Award
                  Shares
                  under Section 83(b) of the Internal Revenue Code of 1986, as amended
                  (the
                  “Code”), and determining whether such an election would be in your best
                  interests. You shall notify the Company in writing if you file
                  an election
                  pursuant to Section 83(b) of the Code with the Internal Revenue
                  Service
                  within 30 days from the date of the acquisition of the Award Shares
                  hereunder. 

                 

                No
                  stock certificates will be released to you unless you have made
                  acceptable
                  arrangements to pay any withholding taxes that may be due as a
                  result of
                  this award or the vesting of the shares.
                  With the Company’s consent, these arrangements may include
                  (a) withholding shares of Company stock that otherwise would be
                  issued to you when they vest or (b) surrendering shares that you
                  previously acquired.
                  The fair market value of the shares you surrender, determined as
                  of the
                  date when taxes otherwise would have been withheld in cash, will
                  be
                  applied as a credit against the withholding taxes.

                 

              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


      
        	
                 

                Restrictions
                  on Resale

                 

              	
                 

                You
                  agree not to sell any shares at a time when applicable laws, Company
                  policies or an agreement between the Company and its underwriters
                  prohibit
                  a sale. This restriction will apply as long as you serve as a director
                  and
                  for such period of time after the termination of your serving as
                  a
                  director as the Company may specify.

                 

              
	
                 

                Tenure

                 

              	
                 

                Your
                  right, if any, to continue to serve as a director of the Company
                  or any of
                  its subsidiaries or affiliates is not enlarged or otherwise affected
                  by
                  your designation as a participant under this Plan. 

                 

              
	
                 

                Adjustments

                 

              	
                 

                If
                  there shall be any change in the Company’s 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 your
                  Stock
                  Award (including any Unvested Stock Award) so that your Stock Award
                  will
                  thereafter be exercisable or vested and deliverable for such property
                  as
                  would have been received for the Common Stock subject to your Stock
                  Award
                  had your Stock Award been exercised or vested and delivered in
                  full
                  immediately prior to such change or distribution, and an adjustment
                  shall
                  be made each time any such change occurs. 

                 

              
	
                 

                Applicable
                  Law

                 

              	
                 

                This
                  Agreement will be interpreted and enforced under the laws of the
                  State of
                  Delaware
                  (without regard to their choice-of-law provisions).

                 

              


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      
        	
                 

                The
                  Plan and Other Agreements

                 

              	
                 

                The
                  text of the Plan is incorporated in this Agreement by
                  reference.

                 

                This
                  Agreement and the Plan constitute the entire understanding between
                  you and
                  the Company regarding this award. Any prior agreements, commitments
                  or
                  negotiations concerning this award are superseded. This Agreement
                  may be
                  amended only by another written agreement between the
                  parties.

                 

              
	
                 

                Spousal
                  Consent

                 

              	
                 

                By
                  executing the cover sheet of this Agreement, your spouse acknowledges
                  that
                  he or she is fully aware of, understands, and fully consents and
                  agrees
                  to, the provisions of this Agreement and its binding effect, and
                  your
                  spouse hereby acknowledges, stipulates, confesses and agrees that
                  the
                  Unvested Award Shares owned by you as of the date of this Agreement
                  are
                  your separate property or community property subject to your sole
                  management and control.

                 

              


      

      


       

      By
        signing the cover sheet of this Agreement, you agree to all of


       

      the
        terms and conditions described above and in the Plan.

       

      
        
          
          

        

        
          4