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Exhibit 10.3
 
 TRICO INCENTIVE BONUS PLAN
2008
  I.    Purpose
  II.    Term
  III.    Eligibility
  IV.    Change in Eligibility Status
  (a)
    
    New hire, Transfer, Promotion. A newly hired, transferred or
promoted employee selected and approved as a Participant in the Plan after March 1
of the Plan Year may participate in the Plan on a pro rata basis as of the date the
Participant was approved into the Plan. A newly hired, transferred or promoted
employee selected and approved as a Participant in the Plan prior to March 1 of the
Plan Year may participate based on a full Plan Year.
   
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(b)
    
    Demotion. An Incentive Award will generally not be made to an
employee who has been demoted during the Plan Year because of performance.(c)
    
    Termination. An Incentive Award will generally not be made to
any Participant whose services are terminated prior to the payment of the Incentive
Award for reasons of misconduct, failure to perform or other cause.(d)
    
    Resignation. An Incentive Award will generally not be made to
any Participant who resigns for any reason, including retirement, before the
Incentive Award is made. However, if the Participant has voluntarily terminated
his or her employment with the Companys consent, the Participant may be considered
for a pro rata Incentive Award, provided the Participant otherwise qualifies for
the Incentive Award.(e)
    
    Death and Disability. A Participant whose status as an active
employee is changed prior to the payment of the Incentive Award for any reason
other than the reasons cited above may be considered for a pro rata Incentive
Award, provided the Participant otherwise qualifies for the Incentive Award. In
the event that an Incentive Award is made on behalf of an employee who has
terminated employment by reason of death, any such payments or other amounts due
will generally be paid to the Participants estate.
  V.    Performance-Based Bonus Awards
  Performance Period
 Incentive Opportunities Exhibit A
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Performance Goals
  1.
    
    Corporate Performance There will be one or more performance
measures with equal or different weights that may be used within this category,
including without limitation any one or more of the performance criteria
described below:
 
    
    Safety
    
    Corporate EBITDA versus Plan;
 EBITDA is defined as :Charter Hire Revenue + Other Vessel Income  Direct Vessel Operating
Expenses  Classification Costs  General and Administrative Costs
 
    
    Return on Capital versus PlanReturn on Capital is defined as:
 
  2.
    
    Individual Performance The Individual Performance Goals will
generally be based on those established using the Companys annual performance
appraisal system.
 Exhibit B
 Exhibit C
  1.
    
    Exceeds Expectations Defined as performance that
consistently exceeds established expectations regarding the Participants key
individual goals.
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Performance at this level creates new standards of performance. Individual
awards near or at the maximum will be achieved if the participant has exhibited
Exceeds Expectations performance.2.
    
    Meets Expectations- Defined as performance that consistently
meets and often exceeds established expectations regarding the Participants
key individual goals. Individual award at target will be achieved if the
Participant has exhibited Meets Expectations performance.3.
    
    Meets Most Expectations- Defined as performance that often
meets established expectations regarding the Participants key individual
goals, but also requires some development. Individual award near or at the
minimum will be achieved if the Participant has exhibited Meets Most
Expectations performance.4.
    
    Does Not Meet Expectations- Defined as performance that does
not consistently meet established expectations regarding the Participants key
individual goals and requires significant development. Individual award at
this level will result in no individual annual incentive payment for the
Participant.
 Minimum Performance Requirements
 1.
    
    The Minimum Financial Performance Target level set forth on
Exhibit C must be achieved for Participants to be eligible for the
Award.2.
    
    Individual Performance at Meets Most Expectations or better.
 Distributions
 VI.    Administration of the Plan
   VII.    Exemption from Liability; Indemnification
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VIII.    Additional Provisions
 Amendments
 No Guaranty of Employment
 Withholding
 Governing Law
   
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Exhibit A
 Target Payout Multiples
  
    
    Chief Executive Officer responsible for overall financial performance of the Company:
 Threshold Multiple of Target
    
    Target
    
    Maximum Multiple of Target.50X
    
    1.00X
    
    2.00X
 
    
    Named Executive Officers includes executives with direct profit and loss or overall
financial responsibilities for the Company at the corporate level:
 Threshold Multiple of Target
    
    Target
    
    Maximum Multiple of Target0.25X
    
    .50X
    
    1.00X
 
    
    Senior Managementincludes employees senior level management responsibilities.
responsibilities:
 Threshold Multiple of Target
    
    Target
    
    Maximum Multiple of Target0.15X
    
    .30X
    
    .60X
 
    
    Level 1 Key Employeesincludes employees with management responsibilities and indirect
profit and loss responsibilities:
 Threshold Multiple of Target
    
    Target
    
    Maximum Multiple of Target0.10X
    
    .20X
    
    .40X
 
    
    Level 2 Key Employeesincludes employees with indirect profit and loss responsibilities:
 Threshold Multiple of Target
    
    Target
    
    Maximum Multiple of Target0.05X
    
    .10X
    
    .20X
   
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Exhibit B
 Target Mix and Weighting of Performance Goals
  Performance Goals WeightingCorporate
    
    Return onEBITDA
    
    Capital vs.Position
    
    Safety
    
    Vs. Plan
    
    Plan
    
    Individual
    
    TotalPresident & CEO
    
    
    20
    %
    
    
    35
    %
    
    
    25
    %
    
    
    20
    %
    
    
    100
    %Named Executive Officers
    
    
    20
    %
    
    
    35
    %
    
    
    25
    %
    
    
    20
    %
    
    
    100
    %Senior Management
    
    
    20
    %
    
    
    35
    %
    
    
    25
    %
    
    
    20
    %
    
    
    100
    %Designated Level 1
Employees
    
    
    20
    %
    
    
    35
    %
    
    
    25
    %
    
    
    20
    %
    
    
    100
    %Designated Level 2
Employees
    
    
    20
    %
    
    
    35
    %
    
    
    25
    %
    
    
    20
    %
    
    
    100
    %
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Exhibit C
 Target Performance Goals
  Performance GoalsThreshold
    
    Target (Budget)
    
    MaximumPerformance Measure
    
    Rate
    
    Rate
    
    RateSafety
    
     ESQS (1)
    
    Environment
    
    Increase in number
of incidents from
2007 by 20%
    
    Same number of
incidents as in
2007
    
    Reduction by 20% of
incidents from 2007
    
    Safety (TRIR)
    
    10% increase from
Target TRIR
    
    Target TRIR
    
    10% reduction from
Target TRIR
    
    Safety
(Operations)
    
    Increase in number
of incidents from
2007 by 20%
    
    Same number of
incidents as in
2007
    
    Reduction by 20% of
incidents from 2007
    
    Quality
    
    N/A
    
    No major
non-conformities
    
    N/A
    
    Security
    
    N/A
    
    No recordable
security incidents
    
    N/A
 
 (1) Safety bonus would be forfeited in the event of a vessel related accidental death. Threshold
    
    Target (Budget)
    
    MaximumPerformance Measure
    
    $ (millions)
    
    % of Target
    
    $ (millions)
    
    % of Target
    
    $ (millions)
    
    % of TargetCorporate EBITDA
    
    
    68.4
    
    
    
    75
    %
    
    
    91.2
    
    
    
    100
    %
    
    
    114.0
    
    
    
    125
    %
 Threshold
    
    Target (Budget)
    
    MaximumPerformance Measure
    
    %
    
    % of Target
    
    %
    
    % of Target
    
    %
    
    % of TargetReturn on Capital
    
    
    4.9
    
    
    
    75
    %
    
    
    6.6
    
    
    
    100
    %
    
    
    8.2
    
    
    
    125
    %
    
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