exv10w1






Exhibit 10.1




GulfMark Offshore, Inc. 

2011 Non-Employee Director Share Incentive Plan




Notice of Stock Award


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




	 	 	 

	Name of Recipient:

	 	________________________
	 
	 	 
	Total Number of Shares Granted:

	 	____________

	 
	 	 
	Fair Market Value per
Share:

	 	$___________
	 
	 	 
	Total Fair Market Value of Award:

	 	$___________
	 
	 	 
	Date of Grant:

	 	____________
	 
	 	 
	Vesting Date:

	 	On the one year anniversary of the
Date of Grant shown above, subject to
earlier vesting as provided in the
Plan.
	 
	 	 
	Award Certificated:

	 	____________
	 
	 	 
	Payment in lieu of
Fractional Shares:

	 	$____________





You and the Company agree that this award is granted under and governed by the terms and conditions
of the GulfMark Offshore, Inc. 2011 Non-Employee Director Share Incentive Plan (the “Plan”) and the
Stock Award Agreement, which is attached to and made a part of this document.



You further agree that the Company may deliver by email all documents relating to the Plan or this
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 or on behalf of the Company. If the Company posts these documents on a
website, it will notify you by email.




	 	 	 	 	 	 	 	 

	Recipient:	 	 	 	GulfMark Offshore, Inc.	 	
	 
	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 
 

	 	 
	Consent of Recipient’s Spouse:

	 	 	 	Name:	 	 	 
	 

	 	 	 	 	 

	 	 
	 
 

	 	 	 	Title:	 	 	 
	 
	 	 	 	 	 

	 	 







 









 








GulfMark Offshore, Inc.

2011 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
one installment, as shown in the Notice of
Stock Award. In addition, the shares vest in
full (a) if a “Change in Control” (as defined
in the Plan) occurs before your tenure as a
director terminates, (b) in the event of your
death or disability, or (c) in the event the
Company fails to nominate you for re-election
as a director, or you are nominated but not
re-elected by the stockholders of the Company
and you complete your term of service.


Except as expressly provided in the Plan, no
additional shares vest after you are no longer
a director for any reason.
	 
	 	 
	 

	 	Except as expressly provided in the Plan, no
additional shares vest after you are no longer
a director for any reason.
	 
	 	 
	Transfer of Shares Restricted:

	 	Unvested shares will be considered “Unvested
Stock Awards.” You may not sell, transfer,
pledge or otherwise dispose of any Unvested
Stock Awards, except in your will or in any
beneficiary designation.
	 
	 	 
	Forfeiture:

	 	If your term as a director terminates for any
reason, except as expressly permitted in the
Plan, then your shares will be forfeited to
the extent that they have not vested before
the termination date and your shares will not
vest as a result of the termination. This
means that the Unvested Stock Awards will
immediately revert to the Company, and you
will need to return any stock certificates
issued to you that relate to the Unvested
Stock Awards. You will not receive any
payment for Unvested Stock Awards that are
forfeited.
	 
	 	 
	 

	 	The Company determines when your term as a
director terminates for this purpose.
	 
	 	 
	Stock Certificates:

	 	The Company may issue you certificates for
your shares or it may record the issuance of
shares to you in the Company’s transfer
records. If certificates for Unvested Stock
Awards are issued to you, they will have
stamped on them a restrictive legend.






 









 






	 	 	 

	 

	 	The Company will have no obligation to deliver
any shares to you unless such delivery would
comply with all applicable laws (including the
Securities Act of 1933), and the applicable
requirements of any securities exchange or
similar entity.
	 
	 	 
	Voting Rights:

	 	You may vote your shares even before they vest.
	 
	 	 
	Dividend Rights:

	 	Any cash dividends paid with respect to an
Unvested Stock Award will be accumulated and
paid when such award vests.
	 
	 	 
	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 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 this award or the vesting of the shares.
Subject to the Company’s consent, these
arrangements may include (a) withholding share
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.
	 
	 	 
	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 the Plan.
	 
	 	 
	Adjustments:

	 	In the event of a stock split, a stock
dividend, a merger, combination or
consolidation or a similar change in the
Company’s Class A Common Stock, Unvested Stock
Awards will be adjusted as provided in the
Plan.
	 
	 	 
	The Plan and Other Agreements:

	 	The text of the Plan is incorporated in this
Agreement by reference. In the event of any
conflict between the provisions of the Plan
and this Agreement, the provisions of the Plan
shall control.
	 
	 	 
	 

	 	This Agreement, the Notice of Stock Award 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.