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.

               

            


    


    
      
        


        
        

      

      
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              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.

               

            


    


    
      
        


        
        

      

      
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              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).

               

            


    


    
      
        


        
        

      

      
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              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.

     

    


     

    
      
        
        

      

      
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