Common use of Performance-Based Restricted Stock Clause in Contracts

Performance-Based Restricted Stock. The Restricted Period for the Performance-Based Restricted Stock shall end and the shares of Performance-Based Restricted Stock shall become vested and freely transferable on the later of May 1, 2015 or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2015 is filed with the SEC, subject to (A) continued employment through the end of the Restricted Period, except for termination as a result of death or Disability as provided in Section 1.4(d); and (B) the simple average of the Return on Capital Employed (“SAROCE”) of each of the four fiscal years included in the Performance Period equaling or exceeding 9% (the weighted average cost of capital in place as of April 1, 2011) (the “Performance Metric”). The “Performance Period” shall consist of the four fiscal years during the period that begins April 1, 2011 and ends March 31, 2015.

Performance-Based Restricted Stock. The Restricted Period for the Performance-Based Restricted Stock shall end and the shares of Performance-Based Restricted Stock shall become vested and freely transferable on the later of May 1, 2015 2013 or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2015 2013 is filed with the SEC, subject to to (A) continued employment through the end of the Restricted Period, except for termination as a result of death or Disability as provided in Section 1.4(d2.3(d); and and (B) the level of achievement of the simple average of the Return on Capital Employed (“SAROCE”) of each of the four fiscal years included in the Performance Period equaling or exceeding 9% (the weighted average cost of capital in place as of April 1, 2011) (the “Performance Metric”)Period. The “Performance Period” shall consist of the four fiscal years during the period that begins April 1, 2011 2010 and ends March 31, 20152013.