exv10w3






Exhibit 10.3




GulfMark Offshore, Inc. 2010 Omnibus Equity Incentive Plan




Notice of Stock Option Award



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



	 	 	 

	Name of Optionee:

	 	[Name]
	 
	 	 
	Total Number of Shares:

	 	[Total Shares]
	 
	 	 
	Type of Option:

	 	[Choose one: Incentive Stock Option / Nonstatutory Stock Option]
	 
	 	 
	Exercise Price per Share:

	 	$[Price Per Share]
	 
	 	 
	Date of Grant:

	 	[Date of Grant]
	 
	 	 
	Vesting Schedule:

	 	This option becomes exercisable as
follows: (i) [331/3]% of this option
becomes exercisable when you
complete [12] months of continuous
“Service” (as defined in the Plan)
from the Date of Grant; (ii)
[331/3]% of this option becomes
exercisable when you complete [24]
months of continuous Service from
the Date of Grant; and (iii) the
remaining [331/3]% of this option
becomes exercisable when you
complete [36] months of continuous
Service from the Date of Grant.
	 
	 	 
	Expiration Date:

	 	[Expiration Date. Note: For ISO,
may not exceed 10 years from Date
of Grant.]. This option expires
earlier if your Service terminates
prior to the Expiration Date, as
described in your Stock Option
Agreement.






     By accepting this stock option, you and the Company agree that this option 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 Stock Option Agreement between you and the
Company, relating to stock options 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




Stock Option Agreement



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



	 	 	 

	The Option

	 	This Agreement, together with each Notice of Stock Option Award
issued to you by the Company, governs each option (referred to
herein as the “Option”) 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.
	 
	 	 
	Tax Treatment

	 	The Option is intended to be an incentive stock option under Section
422 of the Internal Revenue Code or a nonstatutory stock option, in
either case, as provided in the applicable Notice of Stock Option
Award.
	 
	 	 
	Vesting

	 	The Option becomes exercisable in installments, as shown in the
Notice of Stock Option Award. In addition, the Option vests and
becomes exercisable 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 (and coordinate with the
terms of any applicable employment agreement): 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.






Stock Option Agreement – Page 1 









 





	 	 	 

	Term

	 	The Option expires at 5:00 p.m., Central Time, on the Expiration
Date shown in the Notice of Stock Option Award. (It will expire
earlier if your Service terminates, as described below.)
	 
	 	 
	Regular Termination

	 	If your Service terminates prior to the Expiration Date for any
reason except death or total and permanent disability or retirement
at or after age 65, then the Option will expire at 5:00 p.m.,
Central Time, on the date [three months] after your termination
date. The Company determines when your Service terminates for this
purpose. [Note: Three months is the maximum allowed for an ISO;
this period may be made longer for NSO, and may be made shorter for
either type.]
	 
	 	 
	Death

	 	If you die before your Service terminates, then the Option will
expire at 5:00 p.m., Central Time, on the earlier to occur of (i)
the date 12 months after the date of death, or (ii) the Expiration
Date.
	 
	 	 
	Disability

	 	If your Service terminates because of your total and permanent
disability, then the Option will expire at 5:00 p.m., Central Time,
on the earlier to occur of (i) the date 12 months after your
termination date, or (ii) the Expiration Date.
	 
	 	 
	Leaves of Absence
and Part-Time Work

	 	For purposes of the Option, 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.
	 
	 	 
	 

	 	If you go on a leave of absence, then the vesting schedule specified
in the Notice of Stock Option 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 Stock Option 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.
	 
	 	 
	Restrictions on Exercise

	 	The Company will not permit exercise of the Option if the issuance
of Shares at that time would violate any law or regulation.
	 
	 	 
	Notice of Exercise

	 	When you wish to exercise the Option, you must notify the Company by
filing the proper “Notice of Exercise” form at the address given on
the form. Your notice must specify how many Shares you wish to
purchase. Your notice must also specify how your Shares should be
registered. The notice will be effective when the Company receives
it.






Stock Option Agreement – Page 2 









 






	 	 	 

	 

	 	[For non-transferable options use the following:
	 
	 	 
	 

	 	If another person wants to exercise the Option after your death, that
person must prove to the Company’s satisfaction that he or she is
entitled to do so.]
	 
	 	 
	 

	 	[For transferable options use the following:
	 
	 	 
	 

	 	If another person wants to exercise the Option after it has been
transferred to him or her, that person must prove to the Company’s
satisfaction that he or she is entitled to exercise the Option.
That person must also complete the proper “Notice of Exercise” form
(as described above) and pay the Exercise Price (as described
below).]
	 
	 	 
	Form of Payment

	 	When you submit your Notice of Exercise, you must include payment of
the Exercise Price specified in the Notice of Stock Option Award for
the Shares that you are purchasing. To the extent permitted by
applicable law, payment may be made in one (or a combination of two
or more) of the following forms:







	 	•	 	By delivering to the Company your personal check, a cashier’s
check or a money order.
	 
	 	•	 	[With the Committee’s consent,] by delivering to the Company
certificates for Shares of Company stock that you own, along with
any forms needed to effect a transfer of those Shares to the
Company. The value of the Shares, determined as of the effective
date of the Option exercise, will be applied to the Option Exercise
Price. Instead of surrendering Shares of Company stock, you may
attest to the ownership of those Shares on a form provided by the
Company and have the same number of Shares subtracted from the
Option Shares issued to you.
	 
	 	•	 	[With the Committee’s consent,] by giving to a securities broker
approved by the Company irrevocable directions to sell all or part
of your option Shares and to deliver to the Company, from the sale
proceeds, an amount sufficient to pay the Option Exercise Price and
any withholding taxes. (The balance of the sale proceeds, if any,
will be delivered to you.) The directions must be given in
accordance with the instructions of the Company and the broker.
This exercise method is sometimes called a “same-day sale.”
	 
	 	•	 	[If optionee is not an executive office , add the following: With
the Committee’s consent, by delivering a full-recourse promissory
note (on a form prescribed by the Company) made payable to the
Company.





Stock Option Agreement – Page 3 









 





	 	 	 

	Withholding Taxes
and Stock
Withholding

	 	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 will not be
allowed to exercise the Option unless you make arrangements
acceptable to the Company to pay any withholding taxes that may be
due as a result of exercise of the Option. With the Company’s
consent, these arrangements may include withholding shares of
Company stock (up to the minimum applicable state and federal
withholding rates) that otherwise would be issued to you when you
exercise the Option. The value of these shares, determined as of
the effective date of the Option exercise, will be applied to the
withholding taxes.
	 
	 	 
	Restrictions on Resale

	 	You agree not to sell any option 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.
	 
	 	 
	Transfer of Option

	 	[For non-transferable options, use the following:
	 
	 	 
	 

	 	Prior to your death, only you may exercise the Option. You cannot
transfer or assign the Option. For instance, you may not sell the
Option or use it as security for a loan. If you attempt to do any
of these things, the Option will immediately become invalid. You
may, however, dispose of the Option in your will [or in any
beneficiary designation].
	 
	 	 
	 

	 	Regardless of any marital property settlement agreement, the Company
is not obligated to honor a notice of exercise from your former
spouse, nor is the Company obligated to recognize your former
spouse’s interest in your option in any other way.]
	 
	 	 
	 

	 	[For transferable options, use the following:
	 
	 	 
	 

	 	In general, only you may exercise the Option prior to your death.
You may not transfer or assign the Option, except as provided below.
For instance, you may not sell the Option or use it as security for
a loan. If you attempt to do any of these things, the Option will
immediately become invalid. You may, however, dispose of the Option
in your will [or in any beneficiary designation].
	 
	 	 
	 

	 	However, if the Option is designated as a nonstatutory stock option
in the Notice of Stock Option Award, then, upon your request, the
“Committee” (as defined in the Plan) may, in its sole discretion,
allow you to transfer the Option as a gift to one or more family
members. For purposes of this Agreement, “family member” means (i)
a spouse,






Stock Option Agreement – Page 4 









 






	 	 	 

	 

	 	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, if the Option is designated as a nonstatutory stock
option in the Notice of Stock Option Award, then, upon your request,
the Committee may, in its sole discretion, allow you to transfer
the Option to your spouse or former spouse pursuant to a domestic
relations order.
	 
	 	 
	 

	 	If the Committee consents to your transfer of the Option, 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.]
	 
	 	 
	No Retention Right

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

	 	[For non-transferable options, use the following:
	 
	 	 
	 

	 	You have no rights as a stockholder of the Company with respect to
the Shares covered by the Option until you have exercised the Option
by giving the required Notice of Exercise to the Company and paying
the Exercise Price. No adjustments are made for dividends or other
rights if the applicable record date occurs before the Option is
exercised, except as described in the Plan.]
	 
	 	 
	 

	 	[For transferable options, use the following:
	 
	 	 
	 

	 	Neither you, nor your transferees, will have any rights as a
stockholder of the Company with respect to the Shares covered by the
Option until you or your transferees have exercised the Option by
giving the required Notice of Exercise to the Company and paying the
Exercise Price. No adjustments are made for dividends or other
rights if the applicable record date occurs before the Option is
exercised, except as described in the Plan.]
	 
	 	 
	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
Option and the Exercise Price per share will be adjusted pursuant to
the Plan.






Stock Option Agreement – Page 5 









 






	 	 	 

	Effect of
Dissolution or
Reorganization

	 	If the Company is dissolved or liquidated, to the extent not
previously exercised or settled, the Option will terminate
immediately before the dissolution or liquidation of the Company.
	 
	 	 
	 

	 	If the Company is a party to a merger or other reorganization, each
outstanding Option will be subject to the agreement of merger or
reorganization. Such an agreement will provide for one or more of
the following:







	 	•	 	the continuation of any outstanding Option by the Company, if the
Company is the surviving corporation;
	 
	 	•	 	the assumption or substitution of any outstanding Option the
surviving corporation or its parent or subsidiary;
	 
	 	•	 	full exercisability of the outstanding Option, followed by
cancellation of the Option at the time of the merger; or
	 
	 	•	 	cancellation of the Option and a payment equal to the option
spread (if any), which payment may be made in installments pursuant
to the original vesting schedule.





	 	 	 

	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 Stock Option
Award issued to you pursuant to the Plan constitute the entire
understanding between you and the Company regarding the Option.
This Agreement may be amended only as provided in the Plan, or
pursuant to another written agreement between the parties. The
Committee may modify this Agreement to (i) modify or assume your
Option in return for a grant of a new Option subject to this
Agreement, or (ii) buy out your Option, as long as it will not have
the effect of repricing your Option.
	 
	 	 
	 

	 	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 Option (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.






Stock Option Agreement – Page 6 









 






	 	 	 

	 

	 	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)






Stock Option Agreement – Page 7 









 








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



	 	 	 	 	 	 	 

	 	 	OPTIONEE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Name of Optionee]	 	 
	 
	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	GulfMark Offshore, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 







Stock Option Agreement – Page 8