exv10w4





 Exhibit 10.4



GulfMark Offshore, Inc. 2010 Omnibus Equity Incentive Plan




Notice of Restricted Stock Award



     You have been granted the following restricted shares of the Class A Common Stock, $.01 par
value per share (the “Shares”), of GulfMark Offshore, Inc. (the “Company”):



	 	 	 

	Name of Recipient:

	 	[Name]
	 
	 	 
	Total Number of Shares:

	 	[Total Shares]
	 
	 	 
	Fair Market Value per Share:

	 	$[Value Per Share]
	 
	 	 
	Total Fair Market Value of Award:

	 	$[Total Value]
	 
	 	 
	Date of Grant:

	 	[Date of Grant]
	 
	 	 
	Transferability:

	 	[For transferable awards
insert: The Shares are transferable as
provided in the Restricted Stock
Agreement.]
	 
	 	 
	 

	 	[For non-transferable awards
insert: The Shares are not
transferable until they vest.]
	 
	 	 
	[Vesting Schedule:]

	 	[If the award is subject to a
vesting schedule , insert: This
award becomes vested as follows:
	 

	 	(i) [331/3]% of the Shares subject
to this award vest when you
complete [12] months of
continuous “Service” (as defined
in the Plan) from the Date of
Grant; (ii) [331/3]% of this award
becomes vested when you complete
[24] months of continuous Service
from the Date of Grant; and (iii)
the remaining [331/3]% of this
award becomes vested when you
complete [36] months of
continuous Service from the Date
of Grant.
	 
	 	 
	[Performance Conditions:]

	 	[If the award is intended to be §
162(m) compliant and subject to
performance vesting, insert:
	 

	 	This award is subject to the
satisfaction of the performance
conditions set forth on Exhibit A
to this Notice of Restricted
Stock Award.]






     By accepting this restricted stock award, you and the Company agree that this award is granted
under and governed by the terms and conditions of the GulfMark Offshore, Inc. 2010 Omnibus Equity
Incentive Plan, as amended (the “Plan”), and the Restricted Stock Agreement between you and the
Company, relating to restricted stock awards granted to you pursuant to the Plan, both of which are
incorporated herein by reference and made a part of this document.



 









 





	 	 	 	 	 	 	 

	 	 	GulfMark Offshore, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






 









 








GulfMark Offshore, Inc. 2010 Omnibus Equity Incentive Plan




Restricted Stock Agreement



     This Restricted Stock Agreement (this “Agreement”) is made as of                     , 20___, by between
GulfMark Offshore, Inc., a Delaware corporation (the “Company”), and you, the undersigned
Recipient.



	 	 	 

	The Award

	 	This Agreement, together with each Notice of Restricted
Stock Award issued to you by the Company, governs each award
of restricted stock (referred to herein as the “Award”)
granted to you under the GulfMark Offshore, Inc. 2010
Omnibus Equity Incentive Plan, as amended (the “Plan”),
which is incorporated into this Agreement by reference.
	 
	 	 
	Payment for Shares

	 	No payment is required for the Shares that you are receiving.
	 
	 	 
	Vesting

	 	[If the award subject to installment vesting, insert: The
Shares that are the subject of the Award become
non-forfeitable in installments, as shown in the Notice of
Restricted Stock Award. In addition, the Shares that are
the subject of the Award become non-forfeitable in full if
[(i)] your Service terminates because of your retirement at
or after age 65, total and permanent disability or death[;
or (ii) the Company is subject to a “Change in Control” (as
defined in the Plan) before your Service terminates, and you
are subject to an “Involuntary Termination” within [12]
months after the Change in Control].]
	 
	 	 
	 

	 	For purposes of this Agreement, “total and permanent
disability” means that you are unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be
expected to result in death or which has lasted, or can be
expected to last, for a continuous period of not less than
one year.
	 
	 	 
	 

	 	[If (ii) is added above, add the following: For purposes of
this Agreement, “Involuntary Termination” means your
involuntary discharge by the Company (or the subsidiary of
the Company employing you) for reasons other than Cause.
You may be terminated for “Cause” if you do any of the
following: (i) breach in any material respect any agreement
between you and the Company; (ii) fail in any material
respect to comply with any of the Company’s written policies
or rules; or (iii) fail to perform assigned duties after
receiving written notification of such failure from the
Company.]
	 
	 	 
	 

	 	No Shares will vest after your Service has terminated for
any other reason.
	 
	 	 
	Shares Restricted

	 	Unvested Shares will be considered “Restricted Shares.” You
may not sell, transfer, pledge or otherwise dispose of any
Restricted Shares






Restricted
Stock Agreement – Page 1



 









 






	 	 	 

	 

	 	without the written consent of the
Company, except as provided in this Agreement.
	 
	 	 
	 

	 	Unless your shares are designated as transferable in the
applicable Notice of Restricted Stock Award, and you meet
the conditions et forth below, you may not transfer or
assign Restricted Shares. For instance, you may not sell
Restricted Shares or use them as security for a loan. If
you attempt to do any of these things, Restricted Shares
will immediately become invalid. You may, however, dispose
of Restricted Shares in your will or in any beneficiary
designation.
	 
	 	 
	 

	 	The “Committee” (as defined in the Plan) may, in its sole
discretion, allow you to transfer Restricted Shares as a
gift to one or more family members. For purposes of this
Agreement, “family member” means (i) a spouse, parent,
child, stepchild, adoptive relationship, sister, brother or
grandchild, (ii) a trust or trusts for the exclusive benefit
of any such persons, or (iii) a partnership or limited
liability company in which such persons are the only
partners or members, as applicable; provided in each case
that there may be no consideration for any such transfer
(other than, in the case of clause (iii), units in the
partnership or membership interests in the limited liability
company).
	 
	 	 
	 

	 	In addition, the Committee may, in its sole discretion,
allow you to transfer Restricted Shares to your spouse or
former spouse pursuant to a domestic relations order.
	 
	 	 
	 

	 	If the Committee consents to your transfer of Restricted
Shares, both you and the transferee(s) must execute the
forms prescribed by the Committee, which include the consent
of the transferee(s) to be bound by this Agreement, before
the transfer will be effective.
	 
	 	 
	Forfeiture

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

	 	The Company determines when your Service terminates for this
purpose.
	 
	 	 
	Leaves of Absence
and Part-Time Work

	 	For purposes of the Award, your Service does not terminate
when you go on a military leave, a sick leave or another
bona fide leave of absence, if the leave was approved by the
Company in writing and if continued crediting of Service is
required by the terms of the leave or by applicable law.
However, your Service terminates when the approved leave
ends, unless you immediately return to active work.






Restricted Stock Agreement – Page 2



 









 






	 	 	 

	 

	 	If you go on a leave of absence, then the vesting schedule
specified in the Notice of Restricted Stock Award may be
adjusted in accordance with the Company’s leave of absence
policy or the terms of your leave. If you commence working
on a part-time basis, then the vesting schedule specified in
the Notice of Restricted Stock Award may be adjusted in
accordance with the Company’s part-time work policy or the
terms of an agreement between you and the Company pertaining
to your part-time schedule.
	 
	 	 
	Stock Certificates

	 	The Company may issue you certificates for Restricted Shares
or it may record the issuance of Restricted Shares to you in
the Company’s transfer records. If certificates for
Restricted Shares are issued to you, they will have stamped
on them a special legend referring to the Plan and the
restrictions applicable to such Shares. In addition to or
in lieu of imposing the legend, the Company may hold the
certificates in escrow. As your vested percentage
increases, you may request (at reasonable intervals) that
the Company release to you a non-legended certificate for
your vested Shares or record the issuance to you of your
vested Shares in the Company’s transfer records.
	 
	 	 
	Voting Rights

	 	You may vote your Shares even before they vest.
	 
	 	 
	Dividend Rights

	 	Any cash dividends paid with respect to your unvested Shares
will be accumulated and paid when such Shares vest.
[Note: This may provide instead that dividends will be invested in
additional restricted shares, which shall be subject to this
Agreement.]
	 
	 	 
	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. No Shares will be released to you unless
you have made acceptable arrangements to pay any withholding
taxes that may be due as a result of the Award or the
vesting of the Shares. With the Company’s consent, these
arrangements may include (i) withholding shares of Company
stock that otherwise would be issued to you when they vest
or (ii) 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.
	 
	 	 
	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 your Service continues and for such period
of time after the termination of your Service as the Company
may specify.






Restricted Stock Agreement – Page 3



 









 






	 	 	 

	Effect of
Dissolution or
Reorganization

	 	If the Company is dissolved or liquidated, Restricted Shares
will vest and be treated as unrestricted shares for purposes
of determining any distribution to the recipient.
	 
	 	 
	 

	 	If the Company is a party to a merger or other
reorganization, each outstanding Award will be subject to
the agreement of merger or reorganization. Such an
agreement will provide for full vesting of Restricted Shares
upon the closing of such merger or reorganization.
	 
	 	 
	No Retention Right

	 	Neither the Award nor this Agreement gives you the right to
be retained by the Company or a subsidiary of the Company in
any capacity.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a stock dividend, a
combination or consolidation or a similar change in Company
stock (by reclassification or otherwise), the number of
Shares covered by the Award and the Exercise Price per share
will be adjusted pursuant to the Plan.
	 
	 	 
	Applicable Law

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

	 	This Agreement, the Plan and the applicable Notice of
Restricted Stock Award issued to you pursuant to the Plan
constitute the entire understanding between you and the
Company regarding the Award. This Agreement may be amended
only by another written agreement between the parties.
	 
	 	 
	 

	 	By signing below, you agree to all of the terms and
conditions described in this Agreement and in the Plan.
	 
	 	 
	 

	 	You agree that the Company may deliver by email all
documents relating to the Plan or the Award (including
prospectuses required by the Securities and Exchange
Commission) and all other documents that the Company is
required to deliver to its security holders (including
annual reports and proxy statements). You also agree that
the Company may deliver these documents by posting them on a
web site maintained by the Company or by a third party under
contract with the Company. If the Company posts these
documents on a web site, it will notify you by email.
	 
	 	 
	 

	 	You further agree to comply with the Company’s Securities
Trading Policy when selling shares of the Company’s Class A
Common Stock.






(Remainder
of Page Intentionally Left Blank – Signature Page Follows)


Restricted
Stock Agreement – Page 4




 









 





     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the date first
set forth above.






	 	 	 	 	 	 	 

	 	 	RECIPIENT:
 	 
	 	 	[Name of Recipient]



COMPANY:
 	 	 
	 	 	GulfMark Offshore, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Restricted
Stock Agreement – Page 5