EX-10.20




 EXHIBIT 10.20 

TIDEWATER INC. 
 COMPANY PERFORMANCE
EXECUTIVE OFFICER 
 ANNUAL INCENTIVE PLAN 

FOR FISCAL YEAR 2013 
  

	I.	PLAN OBJECTIVE 

 The primary objective of the Tidewater Inc. Company Performance Executive Officer
Annual Incentive Plan (the “Executive Incentive Plan” or the “Plan”) is to reward Tidewater’s executive officers for their assistance in helping Tidewater Inc. (the “Company”) achieve its financial and operating
goals for the fiscal year. The Plan links a significant element of potential variable annual compensation to the accomplishment of these goals. 
 The
Compensation Committee of the Board of Directors established the Plan to maximize Tidewater’s deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (“Section
162(m)”), provided that such actions are consistent with its philosophy and in the best interest of Tidewater and its stockholders. At the Company’s 2008 Annual Meeting of Stockholders, the stockholders approved the material terms of the
performance goals applicable to the Plan in order to qualify amounts paid as performance-based compensation under Section 162(m). The provisions of this Plan document operate in conjunction with, and are subject to the material terms of, the
Plan approved by the stockholders at the 2008 Annual Meeting. The stockholders will be asked to reapprove the performance goals at the 2013 Annual Meeting of Stockholders in accordance with the requirements of Section 162(m). The provisions
hereof are subject to the material terms of the Plan as last approved by the stockholders. Notwithstanding the provisions of Section 162(m), the Compensation Committee may award compensation outside of the Plan that is not fully tax deductible,
if the Compensation Committee determines that such award is consistent with its philosophy and in the best interest of Tidewater and its stockholders. Such compensation issued outside of the Plan shall include, but not be limited to, the Tidewater
Inc. Individual Performance Annual Incentive Plan (the “Individual Performance Plan”), which is a separate plan providing annual awards based upon an evaluation of individual performance. 

 

	II.	ADMINISTRATION 

 The Plan shall be administered by the Compensation Committee of the Board of
Directors of the Company; provided that all of the members of the Compensation Committee qualify as “outside directors” under Section 162(m). If all of the members do not so qualify, the Plan shall be administered by a special
subcommittee of the Compensation Committee, all of the members of which qualify as “outside directors” under Section 162(m). The term “Committee” shall be used herein to refer to the committee that is currently authorized to
administer the Plan. The authority of the Committee shall include, in particular, authority to: 
  

	 	A.	designate participants and target award percentages for a particular year; 

  

	 	B.	establish performance goals and metrics for a particular year; 










	 	C.	consider the achievement of the performance goals and metrics and whether any payment will be made hereunder; 

  

	 	D.	establish regulations for the administration of the Plan and make all determinations deemed necessary for the administration of the Plan; and 


 

	 	E.	approve payments to the extent performance goals and metrics have been achieved. 

 The Committee may use
its discretion to reduce or to eliminate, but not to increase, the bonus amount payable to a participant under the Plan formula. 
  

	III.	BASIC PLAN CONCEPT 

 The Plan concept focuses upon Tidewater’s performance in the areas of
financial, safety, and individual performance. 
  

	IV.	ELIGIBILITY CRITERIA 

 The Committee has designated all of the Company’s executive officers
(Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Executive Vice President – General Counsel, and Executive Vice President – Chief Investment Relations Officer) as participants in this Plan. The Committee has
determined that the participants in this Plan and in the Company’s Management Annual Incentive Plan shall constitute the “specified employees” of the Company under Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations and guidance thereunder (“Section 409A”). 
  

	V.	PERFORMANCE MEASURES AND STANDARDS 

 The performance goals approved by the Company’s
stockholders at the 2008 Annual Meeting of Stockholders included financial and safety metrics and the Committee has designed an annual bonus program for fiscal 2013 under which potential bonuses will be based upon those factors. 

 

	VI.	AWARD OPPORTUNITIES 

 The Committee has specified target incentive awards for each participant.
These amounts are determined based upon each eligible participant’s base salary in effect on June 29, 2012 multiplied by the target percent associated with the participant’s position within the Company. This percentage increases or
decreases based upon performance above or below the target. If a participant has a change in position during the fiscal year, that participant’s target percentage will be adjusted prospectively and his or her annual award will be calculated on
a pro rata basis (based on the number of days the participant served at each position). The annual award to a participant under this Plan may not exceed $3 million. 

  
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	VII.	COMPANY PERFORMANCE CRITERIA 

 For this fiscal year, the Company performance annual bonus amount
will be based upon economic value-added growth (“EVA”) and safety. At target performance levels, each performance component would generate the following: 
  

			
	EVA	 	50% of target bonus
	Safety	 	25% of target bonus

 The remaining 25% of the target bonus amount will be eligible for payment under the Individual Performance Plan. At EVA
and safety levels above and below the target levels, the 50%/25% relationship will change. The EVA bonus declared shall not exceed 3.5 times target. The safety portion of the bonus shall not exceed 2 times target for pre-approved metrics indicating
exceptional performance. 
  

	VIII.	DETERMINATION OF BONUS AMOUNT 

 The performance criteria described below will be used to determine
potential annual bonus amounts. No later than June 29, 2012, the financial and safety performance goals for the 2013 fiscal year will be established by the Compensation Committee in writing or will be reflected in minutes of a Compensation
Committee meeting. 
  

	 	A.	Financial Criteria. Economic Value Added (“EVA”) equals net operating profit after taxes (“NOPAT”), less a charge for capital employed. NOPAT equals revenues less operating expenses (including
depreciation) and taxes on operating profit. The capital charge equals capital employed multiplied by the weighted average cost of debt and equity. 


Certain adjustments to NOPAT will be made in determining EVA. Accordingly, the following items reported in the Company’s consolidated statement of
earnings will be added to or subtracted from NOPAT as reported in order to determine EVA for purposes of the Plan: 
  

	 	1.	cumulative effect of accounting changes; 

  

	 	2.	extraordinary items, as that term is defined in Accounting Principles Board Opinion #30; 

  

	 	3.	discontinued operations; 

  

	 	4.	unusual or infrequently occurring items (less the amount of related income taxes), as that term is used in Accounting Principles Board Opinion #30; and 


 

	 	5.	all other items that resulted in adjustment to the EVA calculation for purposes of determining the annual bonuses paid by the Company for prior fiscal years. 


The EVA target is set at $5 million improvement in EVA per year. 

  
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 The Committee is under no obligation to declare or pay a financial portion of the bonus. The declared EVA
portion of the bonus for a participant may not exceed 3.5 times the target financial portion. 
  

	 	B.	Safety Criteria. The safety performance measurement is determined by achievement of the Company’s overall established safety performance goals for the fiscal year, established in writing by the Committee by
inclusion with the minutes of a Committee meeting or by written consent no later than June 29, 2012. Under this performance measure, potential payout is directly correlated with the Total Recordable Incident Rate (TRIR) for the current fiscal
year. “Total Recordable Incident Rate” is defined as follows: 

  

					
	 (Loss Time Accidents + Recordable

Incidents) X
200,000 (man hours)
	  	  =    	  	Total Recordable Incident                

Rate per                

200,000 man hours of                

exposure                

	 Total Man Hour Exposure
	  	  


 Non-job related deaths will not count toward the TRIR. A TRIR below a certain level will permit a safety payment
to a participant in an amount that is greater than 25% of the pool funding amount, which under the pre-established formula may not exceed 200% of the target pool funding amount (25% of total bonus), except the Committee may determine not to award
all or a portion of this additional amount. Pro-rating will be permitted. The safety performance portion of the Plan operates independently from the financial portion. The Committee may determine not to pay the safety portion of the bonus, because
of the occurrence of one or more fatalities or for any other reason. 
  

	IX.	TERMINATION OF EMPLOYMENT 

  

	 	A.	If a participant’s employment is terminated because the participant dies or if the participant becomes disabled, as “disability” is defined in Section 409A, unless otherwise determined by the
Committee, the participant or, in the case of death, the participant’s estate or heirs, shall be paid a pro rata bonus for the fiscal year in which termination occurs based upon the level of satisfaction of the performance criteria in effect
for such year and the percentage of salary applicable to such participant’s bonus, but applied to the actual salary amount paid to the participant for the portion of the year that the participant was employed. Any such bonus shall be paid to
the participant or, in the case of death, to the participant’s estate or heirs, under Article X at the same time as the bonus for such fiscal year is paid to participants who continue to be employed. 


 

	 	B.	If a participant’s employment is terminated because the participant Retires (as defined below) or is terminated by the Company without Cause (as defined below), and such termination constitutes a “separation
from service” under Section 409A, unless otherwise determined by the Committee, the participant shall be paid a pro rata bonus for the fiscal year in which termination occurs based upon the performance criteria in effect for such year and
the percentage of salary applicable to such participant’s bonus. Any such bonus shall be paid to the participant as provided in Article X on the date on which the annual bonus is paid to participants whose employment did not terminate.



  
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	 	C.	If a participant’s employment is terminated due to a voluntary resignation by the participant or if the participant is involuntarily terminated by the Company for Cause, no pro rata bonus shall be paid for the
fiscal year in which termination occurs, unless otherwise determined by the Committee in its discretion, in which case the pro rata bonus will not exceed the amount that would be due based upon the performance criteria in effect for such year and
the percentage of salary applicable to such participant’s bonus, but applied to the actual salary amount paid to the participant for the portion of the year that the participant was employed. Any bonus so awarded shall be paid to the
participant as provided in Article IX.B. 

  

	 	D.	Certain Definitions. 

  

	 	1.	A participant is deemed to have “Retired” for purposes of the Plan, if the participant’s employment terminates, other than as a result of a termination by the Company for Cause, at age 55 or later with at
least ten years of service with the Company or at age 65 or later with at least five years of service with the Company. 

  

	 	2.	“Cause” for purposes of this Plan shall be determined in the sole discretion of the Board of Directors of the Company and shall mean: 


 

	 	a.	the willful and continued failure of the participant to substantially perform the participant’s duties with the Company or its affiliates (other than any such failure resulting from incapacity due to physical or
mental illness), after a written demand for substantial performance is delivered to the participant by the Board of Directors of the Company which specifically identifies the manner in which the Board believes that the participant has not
substantially performed the participant’s duties, or 

  

	 	b.	the willful engaging by the participant in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise. 


For purposes of this provision, no act or failure to act, on the part of the participant, shall be considered “willful” unless it is done, or
omitted to be done, by the participant in bad faith or without reasonable belief that the participant’s action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board or upon the instructions of a senior officer of the Company or its affiliates or based upon the advice of counsel for the Company or its affiliates shall be conclusively presumed to be done, or
omitted to be done, by the participant in good faith and in the best interests of the Company or its affiliates. 

  
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	X.	AWARD PAYMENTS 

 Awards determined by the Committee to be paid hereunder will be paid in cash no
later than the June 15, 2013, unless deferred by a participant under a separate benefit plan of the Company. 
  

	XI.	MISCELLANEOUS 

  

	 	A.	Nothing in this Plan shall confer upon a participant any right to continue in the employment of the Company, or to interfere in any way with the right of the Company to terminate the participant’s employment
relationship with the Company at any time. Participation provides no guarantee that any bonus will be paid. The success of the Company as measured by the achievement of financial and safety goals shall determine the extent to which participants may
receive bonuses hereunder, in the discretion of the Committee. Participation in the Plan is not a right, but a privilege, subject to annual review by the Company. The Company retains the right to withhold payment from any participant who violates
Company policies or for any other reason. The Company also has the right to recover any amounts paid under the Plan if (i) the amount paid was based on the achievement of financial results that were subsequently the subject of a restatement,
(ii) the participant is subject to the Company’s Executive Compensation Recovery Policy; (iii) the participant engaged in intentional misconduct that caused or partially caused the need for the restatement, and (iv) the effect of
the wrongdoing was to increase the amount of bonus or incentive compensation. Any participant accepts any payment hereunder subject to such recovery rights of the Company. The Company may, if it chooses, effect such recovery by withholding from
other amounts due to the participant by the Company. 

  

	 	B.	The Plan shall be governed by and construed in accordance with the laws of the State of Louisiana. 

  

	 	C.	If any term or provision of the Plan shall at any time or to any extent be invalid, illegal, or unenforceable in any respect as written, the participant and the Company intend for any court construing the Plan to modify
or limit such provision so as to render it valid and enforceable to the fullest extent allowed by law. Any such provision that is not susceptible of such reformation shall be ignored so as to not affect any other term or provision hereof, and the
remainder of the Plan, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable, shall not be affected thereby and each term and provision of the Plan shall be
valid and enforced to the fullest extent permitted by law. 

  

	 	D.	The Company has no obligation to make any payments hereunder. Any payments made shall be in the sole discretion of the Committee. The Company shall have no obligation to set aside, earmark, or invest any fund or money
with which to pay bonuses under the Plan. 

  

	 	E.	 The payment made hereunder are intended to comply with, or be exempt from, the requirements of Section 409A and the terms of the Plan related thereto shall




  
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be construed accordingly. Payments hereunder that are subject to Section 409A shall not be accelerated unless permitted under Section 409A. 


 

	 	F.	The Company shall have the right to terminate the Plan at any time in its sole discretion. Upon termination, the participant shall have no right to receive any amounts hereunder. Payout of any amount subject to
Section 409A shall not occur earlier than provided herein, except to the extent permitted by Section 409A. 

  

	 	G.	The Company shall deduct from any payment made hereunder all applicable federal and state income and employment taxes. 

  

	 	H.	Prior to any payout hereunder, the Committee shall approve management’s calculation of the amount of the payout value of the award to be paid to each participant as a result of the achieved performance goals.


  

	 	I.	The Committee shall not increase the amount payable to a participant under this Plan to an amount that is higher than the amount payable under the formula established by the Compensation Committee in accordance with the
requirements of Section 162(m). Nothing in this Plan precludes the Company from making additional payments or special awards to a participant outside of the Plan that may or may not qualify as “performance-based” compensation under
Section 162(m), provided that such payment or award does not affect the qualification of any bonus paid or payable under the Plan as “performance-based” compensation. 


EXECUTED this 30th day of October, 2012, with effect from March 14, 2012. 

 

							
	WITNESSES: 	 		 	  TIDEWATER INC.
				
	  
	 		 	By:	 	 /s/ Bruce D. Lundstrom

		 		 		 	Bruce D. Lundstrom
		 		 		 	Executive Vice President,
	 	 		 		 	Secretary and General Counsel


  
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