Common use of Award Restrictions Clause in Contracts

Award Restrictions. (a) The period during which the restrictions imposed on the Restricted Stock by the Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Employee shall be entitled to all rights of a stockholder of Tidewater, including the right to vote the shares and to receive dividends thereon; provided, however, that the Restricted Stock, the right to vote the Restricted Stock and the right to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered during the Restricted Period. (b) The Restricted Period for the Restricted Stock shall end and the shares of Restricted Stock shall become freely transferable as set forth below: (i) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2008, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2008 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (ii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2009, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2009 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2009 has been satisfied; (iii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2010, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2010 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2010 has been satisfied; and (iv) On March 21, 2011, with respect to any shares of Restricted Stock that have not previously become freely transferable.

Award Restrictions. (a) The period during which the restrictions imposed on the Restricted Stock by the 1997 Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Employee shall be entitled to all rights of a stockholder of Tidewater, including the right to vote the shares and to receive dividends thereon; provided, however, that the Restricted Stock, the right to vote the Restricted Stock and the right to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered during the Restricted Period. (b) The Restricted Period for the Restricted Stock shall end and the shares of Restricted Stock shall become vested and freely transferable as set forth below: (i) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2006, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2006 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2006 has been satisfied; (ii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2007, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2007 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2007 has been satisfied; (iii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2008, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2008 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (ii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2009, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2009 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2009 has been satisfied; (iii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2010, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2010 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2010 has been satisfied; and (iv) On March 2130, 20112009, with respect to any shares of Restricted Stock that have remain unvested as of such date; provided, however, that if the employment of the Employee terminates for any reason other than death or disability, any shares of Restricted Stock, with respect to which the Restricted Period has not previously become freely transferableended as of the date of termination of employment, will be immediately forfeited.

Award Restrictions. (a) The period during which the restrictions imposed on the Restricted Stock by the Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Employee shall be entitled to all rights of a stockholder of Tidewater, including the right to vote the shares and to receive dividends thereon; provided, however, that the Restricted Stock, the right to vote the Restricted Stock and the right to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered during the Restricted Period. (b) The Restricted Period for the Restricted Stock shall end and the shares of Restricted Stock shall become vested and freely transferable as set forth below: (i) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2007, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2007 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2007 has been satisfied; (ii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2008, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2008 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (iiiii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2009, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2009 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2009 has been satisfied; (iii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2010, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2010 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2010 has been satisfied; and (iv) On March 2129, 20112010, with respect to any shares of Restricted Stock that have remain unvested as of such date; provided, however, that if the employment of the Employee terminates for any reason other than death or disability, any shares of Restricted Stock, with respect to which the Restricted Period has not previously ended as of the date of termination of employment, will be immediately forfeited. (b) The “Performance Threshold” with respect to a given fiscal year shall be satisfied if the Economic Value Added (“EVA”) for the fiscal year is $5 million or more from the prior fiscal year. EVA equals after tax operating profits less a charge for debt and equity capital. Equity capital is charged at a rate equal to the weighted average cost of debt and equity. (c) To the extent the Restricted Stock has not otherwise become fully vested and freely transferable, the Restricted Period shall end and the Restricted Stock will become fully vested and freely transferable by the Employee or his estate upon the death of the Employee or upon a determination by the Committee that the Employee has become disabled. (d) The shares of Restricted Stock shall also become fully vested and the Restricted Period shall end in the event of a Change of Control of Tidewater as provided in Section XIV hereof. In addition, the Committee may declare the Restricted Period ended and shares of Restricted Stock fully vested at any time in its discretion.

Award Restrictions. (a) The period during which the restrictions imposed on the Restricted Stock by the Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Employee shall be entitled to all rights of a stockholder of Tidewater, including the right to vote the shares and to receive dividends thereon; provided, however, that the Restricted Stock, the right to vote the Restricted Stock and the right to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered during the Restricted Period. (b) The Restricted Period for the Restricted Stock shall end and the shares of Restricted Stock shall become vested and freely transferable as set forth below: (i) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2007, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2007 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2007 has been satisfied; (ii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2008, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2008 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (iiiii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2009, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2009 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2009 has been satisfied; (iii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2010, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2010 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2010 has been satisfied; and (iv) On March 2129, 20112010, with respect to any shares of Restricted Stock that have remain unvested as of such date; provided, however, that if the employment of the Employee terminates for any reason other than death or disability, any shares of Restricted Stock, with respect to which the Restricted Period has not previously become freely transferableended as of the date of termination of employment, will be immediately forfeited.

Award Restrictions. (a) The period during which the restrictions imposed on the Restricted Stock by the Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Employee shall be entitled to all rights of a stockholder of Tidewater, including the right to vote the shares and to receive dividends thereon; provided, however, that the Restricted Stock, the right to vote the Restricted Stock and the right to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered during the Restricted Period. (b) The Restricted Period for the Restricted Stock shall end and the shares of Restricted Stock shall become vested and freely transferable as set forth below: (i) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2007, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2007 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2007 has been satisfied; (ii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2008, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2008 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (iiiii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2009, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2009 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2009 has been satisfied; (iii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2010, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2010 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2010 has been satisfied; and (iv) On March 2129, 20112010, with respect to any shares of Restricted Stock that have remain unvested as of such date; provided, however, that if the employment of the Employee terminates for any reason other than death or disability, any shares of Restricted Stock, with respect to which the Restricted Period has not previously become freely transferableended as of the date of termination of employment, will be immediately forfeited.

Award Restrictions. (a) The period during which the restrictions imposed on the Restricted Stock by the Employee Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Employee shall be entitled to all rights of a stockholder of Tidewater, including the right to vote the shares and to receive dividends thereon; provided, however, that the Restricted Stock, the right to vote the Restricted Stock and the right to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered during the Restricted Period. (b) The Restricted Period for the Restricted Stock shall end and the shares of Restricted Stock shall become vested and freely transferable as set forth below: (i) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2006, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2006 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2006 has been satisfied; (ii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2007, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2007 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2007 has been satisfied; (iii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2008, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2008 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (ii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2009, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2009 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2009 has been satisfied; (iii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2010, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2010 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2010 has been satisfied; and (iv) On March 2130, 20112009, with respect to any shares of Restricted Stock that have remain unvested as of such date; provided, however, that if the employment of the Employee terminates for any reason other than death or disability, any shares of Restricted Stock, with respect to which the Restricted Period has not previously become freely transferableended as of the date of termination of employment, will be immediately forfeited.

Award Restrictions. (a) The period during which the restrictions imposed on the Restricted Stock by the Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Employee shall be entitled to all rights of a stockholder of Tidewater, including the right to vote the shares and to receive dividends thereon; provided, however, that the Restricted Stock, the right to vote the Restricted Stock and the right to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered during the Restricted Period. (b) The period during which the performance of the Company is measured for purposes of determining vesting of the Restricted Stock is referred to herein as the “Performance Period.” The Performance Period shall consist of the four fiscal year period that begins April 1, 2008 and ends March 31, 2012. (c) The Restricted Period for the Restricted Stock shall end and the shares of Restricted Stock shall become vested and freely transferable as set forth below: (i) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2008, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2008 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (ii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2009, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2009 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold EVA, as defined in Section 2.2(d) below, for the fiscal year portion of the Performance Period beginning April 1, 2008 and ending March 31, 2009 has been satisfiedis $5 million or more above the EVA for the fiscal year ended March 31, 2008; (iiiii) With respect to 2550% of the shares of Restricted Stock grantedgranted (including shares that previously vested), the later of May 1, 2010, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2010 is filed with the SEC, provided that the cumulative EVA, as defined in Section 2.2(d) below, for the portion of the Performance Threshold Period beginning April 1, 2008 and ending March 31, 2010 is $10 million or more above twice the EVA for the fiscal year ended March 31, 2008; (iii) With respect to 75% of the shares of Restricted Stock granted (including shares that previously vested), the later of May 1, 2011, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2010 has been satisfied2011 is filed with the SEC, provided that the cumulative EVA, as defined in Section 2.2(d) below, for the portion of the Performance Period beginning April 1, 2008 and ending March 31, 2011 is $15 million or more above three times the EVA for the fiscal year ended March 31, 2008; and (iv) On With respect to 100% of the shares of Restricted Stock granted (including shares that previously vested), the later of May 1, 2012 or the date on which Tidewater’s Form 10-K for the fiscal year ending March 2131, 20112012 is filed with the SEC, provided the cumulative EVA, as defined in Section 2.2(d), for the Performance Period beginning on April 1, 2008 and ending March 31, 2012 is $20 million or more above four times the EVA for the fiscal year ended March 31, 2008; provided, however, that if the employment of the Employee terminates for any reason other than death or Disability, any shares of Restricted Stock, with respect to any shares which the Restricted Period has not ended as of Restricted Stock that have not previously become freely transferablethe date of termination of employment, will be immediately forfeited.

Award Restrictions. (a) The period during which the restrictions imposed on the Restricted Stock by the Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Employee shall be entitled to all rights of a stockholder of Tidewater, including the right to vote the shares and to receive dividends thereon; provided, however, that the Restricted Stock, the right to vote the Restricted Stock and the right to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered during the Restricted Period. (b) The Restricted Period for the Restricted Stock shall end and the shares of Restricted Stock shall become vested and freely transferable as set forth below: (i) With respect to 25% of the shares of Restricted Stock granted, the llater of May 1, 2006, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2006 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2006 has been satisfied; (ii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2007, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2007 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2007 has been satisfied; (iii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2008, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2008 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (ii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2009, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2009 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2009 has been satisfied; (iii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2010, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2010 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2010 has been satisfied; and (iv) On March 2130, 20112009, with respect to any shares of Restricted Stock that have remain unvested as of such date; provided, however, that if the employment of the Employee terminates for any reason other than death or disability, any shares of Restricted Stock, with respect to which the Restricted Period has not previously become freely transferableended as of the date of termination of employment, will be immediately forfeited.

Award Restrictions. (a) The period during which the restrictions imposed on the Restricted Stock by the Employee Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Employee shall be entitled to all rights of a stockholder of Tidewater, including the right to vote the shares and to receive dividends thereon; provided, however, that the Restricted Stock, the right to vote the Restricted Stock and the right to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered during the Restricted Period. (b) The Restricted Period for the Restricted Stock shall end and the shares of Restricted Stock shall become vested and freely transferable as set forth below: (i) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2007, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2007 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2007 has been satisfied; (ii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2008, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2008 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (iiiii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2009, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2009 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2009 has been satisfied; (iii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2010, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2010 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2010 has been satisfied; and (iv) On March 2129, 20112010, with respect to any shares of Restricted Stock that have remain unvested as of such date; provided, however, that if the employment of the Employee terminates for any reason other than death or disability, any shares of Restricted Stock, with respect to which the Restricted Period has not previously become freely transferableended as of the date of termination of employment, will be immediately forfeited.

Award Restrictions. (a) The period during which the restrictions imposed on the Restricted Stock by the Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Employee shall be entitled to all rights of a stockholder of Tidewater, including the right to vote the shares and to receive dividends thereon; provided, however, that the Restricted Stock, the right to vote the Restricted Stock and the right to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered during the Restricted Period. (b) The period during which the performance of the Company is measured for purposes of determining vesting of the Restricted Stock is referred to herein as the “Performance Period.” The Performance Period shall consist of the four fiscal year period that begins April 1, 2008 and ends March 31, 2012. (c) The Restricted Period for the Restricted Stock shall end and the shares of Restricted Stock shall become vested and freely transferable as set forth below: (i) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2008, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2008 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (ii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2009, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2009 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold EVA, as defined in Section 2.2(d) below, for the fiscal year portion of the Performance Period beginning April 1, 2008 and ending March 31, 2009 has been satisfiedis $5 million or more above the EVA for the fiscal year ended March 31, 2008; (iiiii) With respect to 2550% of the shares of Restricted Stock grantedgranted (including shares that previously vested), the later of May 1, 2010, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2010 is filed with the SEC, provided that the cumulative EVA, as defined in Section 2.2(d) below, for the portion of the Performance Threshold Period beginning April 1, 2008 and ending March 31, 2010 is $10 million or more above twice the EVA for the fiscal year ended March 31, 2008; (iii) With respect to 75% of the shares of Restricted Stock granted (including shares that previously vested), the later of May 1, 2011, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2010 has been satisfied2011 is filed with the SEC, provided that the cumulative EVA, as defined in Section 2.2(d) below, for the portion of the Performance Period beginning April 1, 2008 and ending March 31, 2011 is $15 million or more above three times the EVA for the fiscal year ended March 31, 2008; and (iv) On March 215, 2011, 2012 with respect to any shares of Restricted Stock that have remain unvested as of such date; provided, however, that if the employment of the Employee terminates for any reason other than death or Disability, any shares of Restricted Stock, with respect to which the Restricted Period has not previously become freely transferableended as of the date of termination of employment, will be immediately forfeited.

Award Restrictions. (a) The period during which the restrictions imposed on the Restricted Stock by the Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Employee shall be entitled to all rights of a stockholder of Tidewater, including the right to vote the shares and to receive dividends thereon; provided, however, that the Restricted Stock, the right to vote the Restricted Stock and the right to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered during the Restricted Period. (b) The Restricted Period for the Restricted Stock shall end and the shares of Restricted Stock shall become freely transferable as set forth below: (i) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 20082006, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2008 2006 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2008 2006 has been satisfied; (ii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 20092007, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2009 2007 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2009 2007 has been satisfied; (iii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 20102008, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2010 2008 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2010 2008 has been satisfied; and (iv) On March 2129, 20112009, with respect to any shares of Restricted Stock that have not previously become freely transferable.

Award Restrictions. (a) The period during which the restrictions imposed on the Restricted Stock by the 1997 Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Employee shall be entitled to all rights of a stockholder of Tidewater, including the right to vote the shares and to receive dividends thereon; provided, however, that the Restricted Stock, the right to vote the Restricted Stock and the right to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered during the Restricted Period. (b) The Restricted Period for the Restricted Stock shall end and the shares of Restricted Stock shall become freely transferable as set forth below: (i) : With respect to 50% of the shares of Restricted Stock on March 30, 2006; With respect to 25% of the shares of Restricted Stock grantedon March 30, the later of May 1, 2008, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2008 is filed with the Securities 2007; and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (ii) With respect to 25% of the shares of Restricted Stock grantedon March 30, 2008. (c) To the extent the Restricted Stock has not otherwise become freely transferable, the later Restricted Period shall end and the Restricted Stock will become freely transferable by the Employee or his estate upon the death of May 1, 2009, the Employee or upon a determination by the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2009 is filed with the SEC, provided Committee that the Performance Threshold for the fiscal year ending March 31, 2009 Employee has been satisfied;become disabled. (iiid) With respect to 25% of the The shares of Restricted Stock grantedshall also become freely transferable and the Restricted Period shall end in the event of a Change of Control of Tidewater as provided in the 1997 Plan. In addition, the later of May 1, 2010, or Committee may declare the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2010 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2010 has been satisfied; and (iv) On March 21, 2011, with respect to any Restricted Period ended and shares of Restricted Stock that have not previously become freely transferabletransferable at any time in its discretion.

Award Restrictions. (a) The period during which the restrictions imposed on the Restricted Stock by the Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Employee shall be entitled to all rights of a stockholder of Tidewater, including the right to vote the shares and to receive dividends thereon; provided, however, that the Restricted Stock, the right to vote the Restricted Stock and the right to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered during the Restricted Period. (b) The Restricted Period for the Restricted Stock shall end and the shares of Restricted Stock shall become freely transferable as set forth below: (i) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 20082007, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2008 2007 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2007 has been satisfied; (ii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2008, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2008 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (iiiii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2009, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2009 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2009 has been satisfied; (iii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2010, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2010 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2010 has been satisfied; and (iv) On March 2129, 20112010, with respect to any shares of Restricted Stock that have not previously become freely transferable.