Tidewater Inc. 1998 Employee Restricted Stock Plan


 Exhibit 10.2 
  
 TIDEWATER INC. 
 EMPLOYEE RESTRICTED STOCK PLAN 
  
 1.
Purpose. The purpose of the Employee Restricted Stock Plan (the “Plan”) of Tidewater Inc. (“Tidewater”) is to attract, retain and motivate key employees of Tidewater and its subsidiaries (collectively, the
“Company”) and to strengthen the mutuality of interests between such employees and Tidewater’s shareholders through grants of restricted shares of common stock, $.10 par value per share, of Tidewater (the “Common Stock”), on
terms determined under the Plan. The shares of Common Stock issued hereunder and subject to restrictions shall be referred to herein as “Restricted Stock”. As used in the Plan, the term “subsidiary” means any corporation of which
Tidewater owns (directly or indirectly) within the meaning of Section 425(f) of the Internal Revenue Code of 1986, as amended (the “Code”), 50% or more of the total combined voting power of all classes of stock. 
  
 2. Administration. 
  
 2.1. Administrators. The Plan shall be
administered by the Compensation Committee of the Board of Directors of Tidewater or by a subcommittee thereof (the “Committee”). 
  
 2.2. Authority. The Committee shall have plenary authority to award Restricted Stock under the Plan, to interpret the Plan,
to establish any rules or regulations relating to the Plan that it determines to be appropriate, to enter into agreements with participants as to the terms of the Restricted Stock (the “Restricted Stock Agreements”) and to make any other
determinations that it believes necessary or advisable for the proper administration of the Plan. Its decisions in matters relating to the Plan shall be final and conclusive on the Company and participants. 
  
 2.3. The Committee may delegate to the Chief
Executive Officer of the Company any and all of its authority under the Plan. 
  
 3. Eligible Participants. Key employees of the Company who do not hold officer positions shall become eligible to receive Restricted Stock under the Plan when designated by the Committee. Employees may be
designated individually or by groups or categories, as the Committee deems appropriate. 






 4. Shares Subject to the Plan. 
  
 4.1. Number of Shares. Subject to adjustment as provided in Section 6.3, a total of 300,000 shares of
Common Stock are authorized to be issued as Restricted Stock under the Plan. In the event that shares of Restricted Stock are issued under the Plan and thereafter are forfeited such forfeited shares may again be issued under the Plan. 
  
 4.2. Type of Common Stock. Common Stock issued under
the Plan may be authorized and unissued shares or issued shares held as treasury shares. 
  
 5. Restricted Stock. 
  
 5.1. Grant of Restricted Stock. The Committee may award shares of Restricted Stock to such key employees as the Committee determines pursuant to the terms of Section 3. An award of Restricted Stock shall be
subject to such restrictions on transfer and forfeitability provisions and such other terms and conditions as the Committee may determine. An award of Restricted Stock may also be subject to the attainment of specified performance goals or targets.

  
 5.2. The Restricted Period. At the
time an award of Restricted Stock is made, the Committee shall establish a period of time during which the transfer of the shares of Restricted Stock shall be restricted (the “Restricted Period”). During the Restricted Period, the
Restricted Stock may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered. Each award of Restricted Stock may have a different Restricted Period. 
  
 5.3. Escrow. The participant receiving Restricted Stock shall enter into a Restricted Stock Agreement
with the Company setting forth the conditions of the grant. Certificates representing shares of Restricted Stock shall be registered in the name of the participant and deposited with the Company, together with a stock power endorsed in blank by the
participant. Each such certificate shall bear a legend in substantially the following form: 
  
 The transferability of this certificate and the shares of Common Stock represented by it are subject to the terms and conditions (including conditions of forfeiture) contained in the Tidewater Inc. Employee Restricted
Stock Plan (the “Plan”), and an agreement entered into between the registered owner and Tidewater Inc. thereunder. Copies of the Plan and the agreement are on file at the principal office of the Company. 
  
 5.4. Dividends on Restricted Stock. Any and all cash
and stock dividends paid with respect to the shares of Restricted Stock shall be subject to any restrictions on transfer, forfeitability provisions or reinvestment requirements as the Committee may, in its discretion, prescribe in the Restricted
Stock Agreement. 






 5.5. Forfeiture. In the event of the forfeiture of any shares of Restricted Stock
under the terms provided in the Restricted Stock Agreement (including any additional shares of Restricted Stock that may result from the reinvestment of cash and stock dividends, if so provided in the Restricted Stock Agreement), such forfeited
shares shall be surrendered and the certificates cancelled. The participants shall have the same rights and privileges, and be subject to the same forfeiture provisions, with respect to any additional shares received pursuant to Section 6.3 due to a
recapitalization, merger or other change in capitalization. 
  
 5.6. Expiration of Restricted Period. Upon the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed by the Committee, the restrictions applicable to the
Restricted Stock shall lapse and a stock certificate for the number of shares of Restricted Stock with respect to which the restrictions have lapsed shall be delivered, free of all such restrictions and legends, except any that may be imposed by
law, to the participant or the participant’s estate, as the case may be. 
  
 5.7. Rights as a Shareholder. Subject to the terms and conditions of the Plan and subject to any restrictions on the receipt of dividends that may be imposed in the Restricted Stock Agreement, each participant
receiving Restricted Stock shall have all the rights of a shareholder with respect to shares of stock during the Restricted Period, including without limitation, the right to vote any shares of Common Stock. 
  
 6. General. 
  
 6.1. Duration. Subject to Section 6.7, the Plan shall
remain in effect until all shares of Restricted Stock authorized to be issued under the Plan have been issued and all restrictions imposed on shares of Restricted Stock in connection with their issuance under the Plan have lapsed. 
  
 6.2. Additional Condition. Anything in this
Plan to the contrary notwithstanding: (a) the Company may, if it shall determine it necessary or desirable for any reason, at the time of the issuance of any shares of Restricted Stock require the recipient of the Restricted Stock, as a condition to
the receipt thereof, to deliver to the Company a written representation of present intention to acquire the shares of Restricted Stock issued pursuant thereto for his own account for investment and not for distribution; and (b) if at any time the
Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of any shares of Restricted Stock is necessary on any securities exchange or under any federal or state
securities or blue sky law, or 







 
that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the issuance of shares of
Restricted Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such shares of Restricted Stock shall not be issued or such restrictions shall not be removed, as the case may be, in whole or in part, unless such
listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. 
  
 6.3. Adjustment. In the event of any merger, consolidation or reorganization of the Company with any other corporation or
corporations, there shall be substituted for each of the shares of Common Stock then subject to the Plan, including shares of Restricted Stock still subject to restrictions, the number and kind of shares of stock or other securities to which the
holders of the shares of Common Stock will be entitled pursuant to the transaction. In the event of any recapitalization, stock dividend, stock split, combination of shares or other change in the Common Stock, the number of shares of Common Stock
then subject to the Plan, including issued shares, shall be adjusted in proportion to the change in outstanding shares of Common Stock. In the event of any such adjustments, the shares of Restricted Stock shall be adjusted as and to the extent
appropriate, in the reasonable discretion of the Committee, to provide participants with the same relative rights before and after such adjustment. No substitution or adjustment shall require the Company to issue a fractional share under this Plan
and the substitution or adjustment shall be limited by deleting any fractional share. 
  
 6.4. Restricted Stock Agreements. The terms of each Restricted Stock grant shall be stated in an agreement approved by the
Committee. The Committee has complete authority to modify the terms of a Restricted Stock grant by means of an amendment to the Restricted Stock Agreement. Consent of the participant to the modification is required only if the modification
materially impairs the rights previously provided to the participant in the Restricted Stock Agreement. 






 6.5. Withholding. 
  
 A. The Company shall have the right to withhold from any shares of Restricted Stock or to collect as
a condition of the release of restrictions on Restricted Stock any taxes required by law to be withheld. At any time that a participant is required to pay to the Company an amount required to be withheld under applicable income tax laws in
connection with the lapse of restrictions on Restricted Stock, the participant may, subject to disapproval by the Committee, satisfy this obligation in whole or in part by electing (the “Election”) to have the Company withhold shares of
Common Stock having a value equal to the amount required to be withheld. The value of the shares to be withheld shall be based on the Fair Market Value of the Common Stock on the date that the amount of tax to be withheld shall be determined
(“Tax Date”). 
  
 B. Each
Election must be made prior to the Tax Date. The Committee may disapprove of any Election, may suspend or terminate the right to make Elections, or may provide with respect to any grant of Restricted Stock that the right to make Elections shall not
apply to such grant. If a participant makes an election under Section 83(b) of the Internal Revenue Code with respect to shares of Restricted Stock, an Election is not permitted to be made. 
  
 6.6. No Continued Employment. No participant under
the Plan shall have any right, because of his or her participation, to continue in the employ of the Company for any period of time or to any right to continue his or her present or any other rate of compensation. 
  
 6.7. Amendments to or Termination of the Plan. The
Board may amend, suspend or terminate the Plan or any portion thereof at any time. 
  
 6.8. Definition of Fair Market Value. Whenever “Fair Market Value” of Common Stock shall be determined for purposes of
this Plan, it shall be the closing sale price on the consolidated transaction reporting system for New York Stock Exchange issues on the date of reference for a share of the Common Stock, or if no sale of the Common Stock shall have been made on
that day, on the next preceding day on which there was a sale of the Common Stock.