TIDEWATER INC. (NASDAQ:TDW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

As part of this program, which is intended to supplement the
Companys existing compensation arrangements, each of Tidewaters
named executive officers (the Executives) entered into an
Incentive Bonus Agreement (the Agreement).The Agreements were
authorized by the compensation committee of the board of
directors of Tidewater (the Committee) following consultation
with its outside compensation consultant and were executed on the
Effective Date.

The Agreement provides that the Executive is eligible to receive
a cash bonus (the Bonus), payable in three installments as
follows:

(1) the first installment (50% of the Bonus) will be paid as soon
as practicable after the Effective Date;

(2) the second installment (25% of the Bonus) will be paid on the
earliest to occur of (a) the date that all of the limited
covenant waivers granted to the Company by certain significant
lenders and noteholders expire without extension or substitution,
(b) the execution date of any definitive agreement providing for
a Restructuring (as defined in the Agreement), and (c) 120 days
after the Effective Date; and

(3) the third installment (final 25% of the Bonus) will be paid
on the earlier of (a) the consummation of a Restructuring or (b)
the first anniversary of the Effective Date.

The Agreement provides for a full or partial clawback of Bonus
amounts paid to the Executive if, during the one-year period
following the Effective Date (the Retention Period), the
Executive leaves the Companys employment under two
scenarios.Specifically, if the Executive terminates his
employment without Good Reason (as defined in the Agreement),
including retirement, he will be required to repay a pro rata
portion of any amounts already paid to him, based on the
aggregate amount paid and the percentage of the Retention Period
worked.In addition, in the event of a termination by the Company
for Cause (as defined in the Agreement), the Executive will be
required to repay any portion of the Bonus he has already
received and will forfeit all rights to any future payments under
the Agreement.

Payment of the Bonus will also be accelerated under certain
circumstances.If the Executives employment terminates due to his
death or Disability (as defined in the Agreement), if the Company
terminates his employment without Cause, if the Executive
terminates employment with Good Reason, or if a Change of Control
(as defined in the Agreement) occurs during the Retention Period,
then the Executive will be entitled to receive full payout of any
unpaid installments.However, in the case of termination by the
Company without Cause or by the Executive with Good Reason, such
payout is conditioned upon the execution of a full waiver and
release of claims.

The Agreement also includes certain restrictive covenants
(including agreements not to compete or solicit Company clients
or employees) that will apply during the Retention Period and, in
the event that the Executive leaves during the Retention Period
without Good Reason, for one year from the date of termination.

The Bonus payable to each Executive is as follows:

The foregoing description of the Agreement is qualified in its
entirety by reference to the full text of the Agreement, the form
of which is included Exhibit 10.1 to, and is incorporated by
reference into, this Current Report on Form 8-K.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

The following exhibits are furnished with this Form 8-K:

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