Exhibit 4.8.2


    
      
        

      


      Exhibit
        4.8.2

      AMENDMENT
        NO. 1 

      TO
        THE

      GULFMARK
        OFFSHORE, INC.

      2005
        NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN

      


      


      Pursuant
        to the terms and provisions of Section 15 of the GulfMark Offshore, Inc.
        2005
        Non-Employee Director Share Incentive Plan (the “Plan”), GulfMark Offshore,
        Inc., a Delaware corporation (the “Company”) hereby adopts the following
        Amendment No. 1 to the Plan (the “Amendment No. 1”). 

      


      ARTICLE
        I.  AMENDMENTS
        TO THE PLAN

      


      1.01.  Section
        6(d)(i) of the Plan is hereby amended in its entirety by substituting the
        following therefor: 

      


      GENERAL.
        Each Stock Option granted to a Non-Employee Director hereunder shall become
        exercisable at any time following the earlier to occur of (a) the first
        anniversary of the date of grant and (b) the date of the first annual meeting
        of
        the stockholders of the Company that occurs after the date of grant, provided
        that the Non-Employee Director continues to serve as a director of the Company
        on such date; provided, however, that any such Stock Option granted to a
        Non-Employee Director shall become immediately exercisable in the event of
        (A) a
        Change in Control of the Company (as defined in Section 8(b) hereof), as
        and to
        the extent provided in Section 8(b) hereof, (B) the termination of the service
        of a Non-Employee Director as a director as a result of disability (as defined
        in Section 22(c)(3) of the Code), (C) the retirement of the Non-Employee
        Director or (D) the death of the Non-Employee Director. For purposes of the
        Plan, “retirement” means voluntary termination of the service of a Non-Employee
        Director after (x) having attained at least 62 years of age and having at
        least
        five (5) years of service with the Company or (y) having at least ten (10)
        years
        of service with the Company. Each Stock Option shall terminate on the tenth
        anniversary of the date of grant unless terminated earlier pursuant to the
        Plan
        or later pursuant to Section 6(d)(iii) hereof. 

      


      1.02.  Section
        7
        is hereby amended in its entirety by substituting the following therefor:
        

      


      7.
        STOCK
        AWARDS FOR NON-EMPLOYEE DIRECTORS.

      


      (a)
        On
        the date of each Annual Meeting of Stockholders of the Company during the
        term
        of the Plan (on the first business day following the Effective Date in the
        case
        of the grant in connection with the 2007 Annual Meetings), each Non-Employee
        Director in office immediately following such Annual Meeting shall be granted
        the right to receive an award of Common Stock (a “Stock Award”) in the amount of
        2,200 shares.

      


      (b)
        To
        each Non-Employee Director who is first elected as a director of the company
        after the “Effective Date”, as defined in Section 17 hereof, shall be granted
        the right to receive a Stock Award of 3,500 shares.

      


      (c)
        Such
        Stock Award shares granted under (a) and (b) shall be delivered to such
        Non-Employee Director on the first anniversary of each grant from the date
        of
        such grant or, if any such date is not a business day, the next succeeding
        business day (each such grant of shares, until the delivery date therefore,
        being referred to as an “Unvested Stock Award”); provided, however, if a
        Non-Employee Director’s service as a director of the Company terminates for any
        reason, except for death, disability (as defined in Section 22(c)(3) of the
        Code) or retirement, any and all Unvested Stock Awards shall terminate and
        become null and void.

      



      
        
           

        

        
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      (d)
        In
        the event of death, disability (as defined in Section 22(c)(3) of the Code)
        or
        retirement all restrictions placed on any of the Non-Employee Director’s Stock
        Awards shall lapse. 

      


      1.03.  Section
        12 of the Plan is hereby amended in its entirety by substituting the following
        therefor:

      


      FAIR
        MARKET VALUE. For purposes of this Plan and any Benefits awarded hereunder,
        Fair
        Market Value means (i) during such time as the Common Stock is listed upon
        NASDAQ or other exchanges, the closing price of the Common Stock as reported
        by
        such stock exchange or exchanges on the day for which such value is to be
        determined, or, if no sale of the Common Stock shall have been made on any
        such
        stock exchange that day, on the next preceding day on which there was a sale
        of
        such Common Stock, or (ii) during any such time as the Common Stock is not
        listed upon an established stock exchange, the mean between dealer “bid” and
“ask” prices of the Common Stock in the over-the-counter market on the day for
        which such value is to be determined, as reported by the National Association
        of
        Securities Dealers, Inc. 

      


      1.04.  The
        last
        sentence of Section 17 of the Plan is hereby amended in its entirety by
        substituting the following therefor:

      


      If
        so
        approved, the Plan shall terminate following the delivery of shares in respect
        of all Stock Awards granted on the date of the Company’s 2015 Annual Meeting of
        Stockholders (the “Termination Date”), unless sooner terminated in accordance
        with its terms.

      


      


      ARTICLE
        II.  PLAN
        ADOPTION

       

      2.01.  Each
        amendment made by this Amendment No. 1 to the Plan has been effected in
        conformity with the provisions of the Plan. This Amendment No. 1 was adopted
        by
        the Board of Directors of the Company on March 21, 2007 and approved by the
        shareholders of the Company on May 18, 2007. 

      


      2.02.  At
        the
        time of the adoption of this Amendment No. 1 to the Plan, 22,769,131 shares
        of
        the Company’s common stock, $0.01 par value, were outstanding and entitled to
        vote. At the shareholders’ meeting held on May 18, 2007, 21,115,157 shares of
        the Company’s Common Stock were represented in person or by proxy, of which
        17,638,790 shares were voted for this Amendment No. 1 to the Plan, 473,152
        shares were voted against this Amendment No. 1 to the Plan and 68,608 shares
        abstained from voting and 2,934,607 shares of broker non-votes.

      


      Dated:
        May 18, 2007

      


      GulfMark
        Offshore, Inc. 

      


      


      By:
        /s/
        Edward A. Guthrie

      Name:
        Edward A. Guthrie

      Title:
        Executive V.P. - Finance & CFO

       

      
        
           

        

        
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