exv10w2






Exhibit 10.2



NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer
with significant tax consequences to the Employer and Participants. The Employer should
obtain legal and tax advice from its professional advisors before adopting the Plan.
Principal Life Insurance Company disclaims all liability for the legal and tax consequences
which result from the elections made by the Employer in this Adoption Agreement.




Principal Life Insurance Company, Raleigh, NC 27612

A member of the Principal Financial Group®




THE EXECUTIVE NONQUALIFIED “EXCESS” PLAN




ADOPTION AGREEMENT



          THIS AGREEMENT is the adoption by GM Offshore, Inc. (the “Company”) of the Executive
Nonqualified Excess Plan (“Plan”).




W I T N E S S E T H:




          WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified deferred
compensation plan; and




          WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section
409A of the Code and the regulations thereunder and shall apply to amounts subject to section 409A;
and




          WHEREAS, the Company has been advised by Principal Life Insurance Company to obtain legal and
tax advice from its professional advisors before adopting the Plan,




          NOW, THEREFORE, the Company hereby adopts the Plan in accordance with the terms and conditions
set forth in this Adoption Agreement:




ARTICLE I




          Terms
used in this Adoption Agreement shall have the same meaning as in the Plan, unless some other meaning is expressly herein set forth. The Employer hereby represents and
warrants that the Plan has been adopted by the Employer upon proper authorization and the Employer
hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By
the execution of this Adoption Agreement, the Employer hereby agrees to be bound by the terms of
the Plan.




ARTICLE II



The Employer hereby makes the following designations or elections for the purpose of the Plan:





	2.6	 	Committee: The duties of the Committee set forth in the Plan shall be satisfied by:






	 	o    (a)    	 	Company
	 
	 	þ    (b)    	 	The administrative committee appointed by the Board to serve at the pleasure

of the Board.
	 
	 	o    (c)    	 	Board.
	 
	 	o    (d)    	 	Other (specify):                                             .





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	2.8	 	Compensation: The “Compensation” of a Participant shall mean all of a Participant’s:






	 	þ    (a)    	 	Base salary.
	 
	 	þ    (b)    	 	Service Bonus.
	 
	 	þ    (c)    	 	Performance-Based Compensation earned in a period of 12 months or more.
	 
	 	o    (d)    	 	Commissions.
	 
	 	o    (e)    	 	Compensation received as an Independent Contractor reportable on Form 1099.
	 
	 	þ    (f)    	 	Other: Director’s Fees.






	2.9	 	Crediting Date: The Deferred Compensation Account of a Participant shall be credited with the amount of any Participant Deferral to such account at the time designated
below:






	 	o    (a)    	 	The last business day of each Plan Year.
	 
	 	o    (b)    	 	The last business day of each calendar quarter during the Plan Year.
	 
	 	o    (c)    	 	The last business day of each month during the Plan Year.
	 
	 	þ    (d)    	 	The last business day of each payroll period during the Plan Year.
	 
	 	o    (e)    	 	Each pay day as reported by the Employer.
	 
	 	o    (f)    	 	Any business day on which Participant Deferrals are received by the Provider.
	 
	 	o    (g)    	 	Other:






	2.13	 	Effective Date:






	 	o    (a)    	 	This is a newly-established Plan, and the Effective Date of the Plan is                    .
	 
	 	þ    (b)    	 	This is an amendment and restatement of a plan named Nonqualified Excess
Plan of GM Offshore, Inc. with an effective date of April 1,
2001. The Effective Date of this amended and restated Plan is
January 1, 2005 and has been further amended effective January
1, 2010. This is amendment number 3.






	 	o    (i)    	 	All amounts in Deferred
Compensation Accounts shall be subject to the provisions of this
amended and restated Plan.
	 
	 	þ    (ii)    	 	Any Grandfathered Amounts shall
be subject to the Plan rules in effect on October 3, 2004.





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	2.20	 	Normal Retirement Age: The Normal Retirement Age of a Participant shall be:






	 	þ    (a)    	 	Age 65.
	 
	 	o    (b)    	 	The later of age     or the     anniversary of
the participation commencement date. The participation commencement date is the
first
day of the first Plan Year in which the Participant commenced
participation in the Plan.
	 
	 	þ    (c)    	 	Other: Early Retirement: Completion of 5 Years of Service and atttainment of age 55.






	2.23	 	Participating Employer(s): As of the Effective Date, the following Participating Employer(s)
are parties to the Plan:





	 	 	 	 	 	 	 
	Name of Employer	 	Address	 	Telephone No.	 	EIN
	GM Offshore, Inc.
	 	10111 Richmond Avenue, Suite 340 Houton, TX 77006
	 	(713) 963-9522 ext. 71396
	 	76-0557179







	2.26	 	Plan: The name of the Plan is Nonqualified Excess Plan of GM Offshore, Inc..
	 
	2.28	 	Plan Year: The Plan Year shall end each year on the last day of the month of December.
	 
	2.30	 	Seniority Date: The date on which a Participant has:






	 	o    (a)    	 	Attained age     .
	 
	 	o    (b)    	 	Completed       Years of Service from First Date of Service.
	 
	 	þ    (c)    	 	Attained age 55 and completed 5 Years of Service from First Date of Service.
	 
	 	o    (d)    	 	Attained an age as elected by the Participant.
	 
	 	o    (e)    	 	Not applicable — distribution elections for Separation from Service are not based on Seniority Date






	4.1	 	Participant Deferral Credits: Subject to the limitations in Section 4.1 of the Plan, a
Participant may elect to have his Compensation (as selected in Section 2.8 of this Adoption
Agreement) deferred within the annual limits below by the following percentage or amount as
designated in writing to the Committee:






	 	þ    (a)    	 	Base salary:






	 	 	 	minimum deferral: 1%
	 
	 	 	 	maximum deferral: $_____ or 50%





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	 	þ    (b)    	 	Service Bonus:






	 	 	 	minimum deferral: 10%
	 
	 	 	 	maximum deferral: $_____ or 100%






	 	þ    (c)    	 	Performance-Based Compensation:






	 	 	 	minimum deferral: 10%
	 
	 	 	 	maximum deferral: $_____ or 100%






	 	o    (d)    	 	Commissions:






	 	 	 	minimum deferral: _____%
	 
	 	 	 	maximum deferral: $_____ or _____%






	 	o    (e)    	 	Form 1099 Compensation:






	 	 	 	minimum deferral: _____%
	 
	 	 	 	maximum deferral: $_____ or _____%






	 	þ    (f)    	 	Other: Director’s Fees:






	 	 	 	minimum deferral: 5%
	 
	 	 	 	maximum deferral: $_____ or 100%






	 	o    (g)    	 	Participant deferrals not allowed.






	4.2	 	Employer Credits: Employer Credits will be made in the following manner:






	 	þ    (a)    	 	Employer Discretionary Credits: The Employer may make
discretionary credits to the Deferred Compensation Account of each Active Participant
in an amount determined as follows:






	 	o    (i)    	 	An amount determined each Plan Year by the Employer.
	 
	 	þ    (ii)    	 	Other: 100% of the first 71/2% of the Participant’s Compensation which is elected as a Salary Deferral Credit.






	 	þ    (b)    	 	Other Employer Credits: The Employer may make other credits to the
Deferred Compensation Account of each Active Participant in an amount determined as
follows:






	 	þ    (i)    	 	An amount determined each Plan Year by the Employer.
	 
	 	o    (ii)    	 	Other:                    .






	 	o    (c)    	 	Employer Credits not allowed.












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	5.2	 	Disability of a Participant:






	 	þ    (a)    	 	Participants may elect upon initial enrollment to have accounts distributed
upon becoming Disabled.
	 
	 	o    (b)    	 	Participants may not elect to have accounts distributed upon becoming
Disabled.






	5.3	 	Death of a Participant: If the Participant dies while in Service, the Employer shall pay a
benefit to the Beneficiary in an amount equal to the vested balance in the Deferred
Compensation Account of the Participant determined as of the date payments to the Beneficiary
commence, plus:






	 	o    (a)    	 	An amount to be determined by the Committee.
	 
	 	o    (b)    	 	Other:                    .
	 
	 	þ    (c)    	 	No additional benefits.






	5.4	 	In-Service or Education Distributions: In-Service and Education Accounts are permitted under
the Plan:






	 	þ    (a)    	 	In-Service Accounts are allowed with respect to:






	 	o 	 	Participant Deferral Credits only.
	 
	 	o 	 	Employer Credits only.
	 
	 	þ 	 	Participant Deferral and Employer Credits.






	 	 	 	In-service distributions may be made in the following manner:






	 	þ 	 	Single lump sum payment.
	 
	 	þ 	 	Annual installments over a term certain not to exceed 5 years.






	 	 	 	Education Accounts are allowed with respect to:






	 	o 	 	Participant Deferral Credits only.
	 
	 	o 	 	Employer Credits only.
	 
	 	þ 	 	Participant Deferral and Employer Credits.






	 	 	 	Education Accounts distributions may be made in the following manner:






	 	o 	 	Single lump sum payment.
	 
	 	þ 	 	Annual installments over a term certain not to exceed 6 years.






	 	 	 	If applicable, amounts not vested at the time payments due under this
Section cease will be: See Exhibit B






	 	o 	 	Forfeited.
	 
	 	þ 	 	Distributed at Separation from Service if vested at that time.






	 	o    (b)    	 	No In-Service or Education Distributions permitted.






	5.5	 	Change in Control Event:






	 	þ    (a)    	 	Participants may elect upon initial enrollment to have accounts distributed
upon a Change in Control Event.
	 
	 	o    (b)    	 	Participants may not elect to have accounts distributed upon a Change
in Control Event.





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	5.6	 	Unforeseeable Emergency Event:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	þ	 	(a)	 	Participants may apply to have accounts distributed upon an Unforeseeable Emergency event.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	o	 	(b)	 	Participants may not apply to have accounts distributed upon a Unforeseeable Emergency event.
	 
	 	 	 	 	 	 	 	 	 	 
	6.	 	Vesting: An Active Participant shall be fully vested in the Employer Credits made to the
Deferred Compensation Account upon the first to occur of the following events:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	þ	 	(a)	 	Normal Retirement Age.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	þ	 	(b)	 	Death.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	þ	 	(c)	 	Disability.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	þ	 	(d)	 	Change in Control Event.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	o	 	(e)	 	Other:                     .
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	þ	 	(f)	 	Satisfaction of the vesting requirement as specified below:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	þ	 	Employer Discretionary Credits:
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	(i)
	 	Immediate 100% vesting.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	(ii)
	 	100% vesting after ___ Years of Service.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	(iii)
	 	100% vesting at age ___.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	þ	 	(iv)	 	Number of Years	 	 	 	 	 	Vested
	 	 	 	 	of Service	 	 	 	 	 	Percentage
	 

	 	 	 	Less than
	 	1	 	 	 	 	0	%
	 

	 	 	 	 	 	1	 	 	 	 	20	%
	 

	 	 	 	 	 	2	 	 	 	 	40	%
	 

	 	 	 	 	 	3	 	 	 	 	60	%
	 

	 	 	 	 	 	4	 	 	 	 	80	%
	 

	 	 	 	 	 	5	 	 	 	 	100	%
	 

	 	 	 	 	 	6	 	 	 	 	___	%
	 

	 	 	 	 	 	7	 	 	 	 	___	%
	 

	 	 	 	 	 	8	 	 	 	 	___	%
	 

	 	 	 	 	 	9	 	 	 	 	___	%
	 

	 	 	 	 	 	10 or more
	 	 	___	%






	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	 	For this purpose, Years of Service of a Participant shall be calculated
from the date designated below:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	þ
	 	 	(1	)	 	First Day of Service.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	 	(2	)	 	Effective Date of Plan Participation.





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	 	 	 	 	 	o
	 	 	(3	)	 	Each Crediting Date. Under this option (3), each
Employer Credit shall vest based on the Years of Service of a Participant
from the Crediting Date on which each Employer Discretionary Credit is
made to his or her Deferred Compensation Account.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	þ	 	Other Employer Credits:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	 	(i)	 	 	Immediate 100% vesting.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	 	(ii)	 	 	100% vesting after ___Years of Service.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	 	(iii)
	 	 	100% vesting at age ___.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	þ	 	(iv)	 	Number of Years	 	 	 	 	 	Vested
	 	 	 	 	of Service	 	 	 	 	 	Percentage
	 

	 	 	 	Less than
	 	1	 	 	 	 	0	%
	 

	 	 	 	 	 	1	 	 	 	 	20	%
	 

	 	 	 	 	 	2	 	 	 	 	40	%
	 

	 	 	 	 	 	3	 	 	 	 	60	%
	 

	 	 	 	 	 	4	 	 	 	 	80	%
	 

	 	 	 	 	 	5	 	 	 	 	100	%
	 

	 	 	 	 	 	6	 	 	 	 	___	%
	 

	 	 	 	 	 	7	 	 	 	 	___	%
	 

	 	 	 	 	 	8	 	 	 	 	___	%
	 

	 	 	 	 	 	9	 	 	 	 	___	%
	 

	 	 	 	 	 	10 or more
	 	 	___	%






	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	 	For this purpose, Years of Service of a Participant shall be calculated
from the date designated below:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	þ
	 	 	(1	)	 	First Day of Service.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o	 	 	(2	)	 	Effective Date of Plan Participation.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	 	(3	)	 	Each Crediting Date. Under this option (3), each
Employer Credit shall vest based on the Years of Service of a Participant
from the Crediting Date on which each Employer Discretionary Credit is
made to his or her Deferred Compensation Account.






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	7.1	 	Payment Options: Any benefit payable under the Plan upon a permitted Qualifying Distribution
Event may be made to the Participant or his Beneficiary (as applicable) in any of the
following payment forms, as selected by the Participant in the Participation Agreement:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(a)	 	Separation from Service prior to Seniority Date, or Separation from Service if Seniority Date is Not Applicable
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	þ	 	(i)	 	A lump sum.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	o	 	(ii)	 	Annual installments over a term certain as
elected by the Participant not to exceed __ years.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	o	 	(iii)	 	Other:                     .
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(b)	 	Separation from Service on or After Seniority Date, If Applicable
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	þ	 	(i)	 	A lump sum.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	þ	 	(ii)	 	Annual installments over a term certain as
elected by the Participant not to exceed 10 years.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	o	 	(iii)	 	Other:                     .
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(c)	 	Separation from Service Upon a Change in Control Event
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	þ	 	(i)	 	A lump sum.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	þ	 	(ii)	 	Annual installments over a term certain as elected by the Participant not to exceed 10 years.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	o	 	(iii)	 	Other:                     .
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(d)	 	Death
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	þ	 	(i)	 	A lump sum.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	þ	 	(ii)	 	Annual installments over a term certain as elected by the Participant not to exceed 10 years.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	o	 	(iii)	 	Other:                     .
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(e)	 	Disability
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	þ	 	(i)	 	A lump sum.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	þ	 	(ii)	 	Annual installments over a term certain as elected by the Participant not to exceed 10 years.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	o	 	(iii)	 	Other:                     .
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	If applicable, amounts not vested at the time payments due under this Section cease will be:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	o	 	Forfeited	 	 





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	 	o	 	Distributed at Separation from Service if vested at that time






	 	(f)	 	Change in Control Event






	 	þ	 	(i)	 	A lump sum.
	 
	 	o	 	(ii)	 	Annual installments over a term certain as
elected by the Participant not to exceed  years.
	 
	 	o	 	(iii)	 	Other:                                          .
	 
	 	o	 	(iv)	 	Not applicable.






	 	 	 	If applicable, amounts not vested at the time payments due under this Section cease
will be:







	 	o	 	Forfeited	 
	 
	 	o	 	Distributed at Separation from Service if vested at that time






	7.4	 	De Minimis Amounts.






	 	o	 	(a)	 	Notwithstanding any payment election made by
the Participant, the vested balance in the Deferred Compensation Account of
the Participant will be distributed in a single lump sum payment at the time
designated under the Plan if at the time of a permitted Qualifying
Distribution Event that is either a Separation from Service, death,
Disability (if applicable) or Change in Control Event (if applicable) the
vested balance does not exceed $ . In addition, the Employer may
distribute a Participant’s vested balance at any time if the balance does
not exceed the limit in Section 402(g)(1)(B) of the Code and results in the
termination of the Participant’s entire interest in the Plan
	 
	 	þ	 	(b)	 	There shall be no pre-determined de minimis
amount under the Plan; however, the Employer may distribute a Participant’s
vested balance at any time if the balance does not exceed the limit in
Section 402(g)(1)(B) of the Code and results in the termination of the
Participant’s entire interest in the Plan.






	10.1	 	Contractual Liability: Liability for payments under the Plan shall be the responsibility of the:






	 	þ	 	(a)	 	Company.
	 
	 	o	 	(b)	 	Employer or Participating Employer who
employed the Participant when amounts were deferred.





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	14.	 	Amendment and Termination of Plan: Notwithstanding any provision in this Adoption
Agreement or the Plan to the contrary, Section 7.1of the Plan shall be amended to
read as provided in attached Exhibit A.
	 
	 	 	Section 5.1 of the Plan shall be amended as provided in Exhibit B.






	 	o	 	There are no amendments to the Plan.






	17.9	 	Construction: The provisions of the Plan shall be construed and enforced according to the
laws of the State of Texas, except to the extent that such laws are superseded by
ERISA and the applicable provisions of the Code.
	 
	 	 	IN WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below.





	 	 	 

	 

	 	GM Offshore, Inc. 
	 

	 	Name of Employer
	 
	 	 
	 

	 	By: /s/ Quintin V. Kneen
Authorized Person
	 

	 	Date:                                         







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EXHIBIT A



Section 7.1 Payment Options. The portion which is invested in Gulfmark common stock is to be paid
out in Gulfmark stock.




EXHIBIT B



Section 5.4 In-Service or Education Distributions — Effective January 1, 2010 this Section 5.4 is
amended to read as follows:





	 	 	 	If applicable, amounts not vested at the time payments due under this Section
cease will be:
	 
	 	 	 	o	 	Forfeited.

	 
	 	 	 	þ	 	Distributed at Separation from Service if vested at that time.






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