Common use of Award Restrictions Clause in Contracts

Award Restrictions. (a) 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 SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (iii) 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; and (iv) On March 29, 2010, with respect to any shares of Restricted Stock that 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 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 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, 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 SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (iii) 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 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, 2009 is $5 million or more above the EVA for the fiscal year ended March 31, 2008; (ii) With respect to 50% of the shares of Restricted Stock granted (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, 2009 has been satisfied2010 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, 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, 2011 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 29, 2010, with With respect to any 100% of the shares of Restricted Stock granted (including shares that remain unvested previously vested), the later of May 1, 2012 or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2012 is filed with the SEC, provided the cumulative EVA, as of such datedefined 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 disabilityDisability, any shares of Restricted Stock, with respect to which the Restricted Period has not 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. 2.1 The shares of Restricted Stock, including the right to vote the Restricted Stock and to receive dividends thereon, may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered until such time as such shares vest and the restrictions imposed thereon lapse, as provided below. 2.2 The shares of Restricted Stock will vest and the restrictions imposed thereon will lapse as follows: _____ shares (a__%) on _______, 20__; _______ shares (__%) on _____,20__; and ________ shares (__%) on _____,20__, if the Award Recipient remains in the employ of the Company on the applicable dates. Earlier vesting may occur under Section 2.3 below or upon a Change of Control of BNCCORP under Section 13.10 of the Plan. The period during which the restrictions imposed on shares of Restricted Period for Stock by the Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Award Recipient shall be entitled to all rights of a stockholder of BNCCORP, including the right to vote the shares and to receive dividends. 2.3 All restrictions on the Restricted Stock shall end immediately lapse and the shares shall vest if: the Award Recipient (a) while he is employed by the Company; (b) becomes disabled within the meaning of Restricted Stock shall become vested and freely transferable as set forth below: (iSection 22(e)(3) With respect to 25% of the shares Internal Revenue Code of Restricted Stock granted1986, 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 as amended (the “SECDisability”), provided that while he is employed by the Performance Threshold for Company; or (c) retires from employment with the fiscal year ending March 31Company on or after attaining the age of 65 or, 2007 has been satisfied; (ii) With respect to 25% if permitted by the Committee, upon the retirement of the shares Award Recipient prior to attaining the age of Restricted Stock granted, 65 (“Retirement”). If the later of May 1, 2008, or the date on which TidewaterAward Recipient’s Form 10-K for the fiscal year ending March 31, 2008 is filed employment with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (iii) 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; and (iv) On March 29, 2010, with respect to any shares of Restricted Stock that remain unvested as of such date; provided, however, that if the employment of the Employee BNCCORP terminates for any reason other than death death, Disability or disability, any shares of Restricted Stock, with respect to which the Restricted Period has not ended as of the date of Retirement (except upon 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 addition13.10 of the Plan), the Committee may declare the Restricted Period ended and shares of then all unvested Restricted Stock fully vested at any time in its discretionshall be automatically 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 SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (iii) 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; and (iv) On March 29, 2010, with respect to any shares of Restricted Stock that 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 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, 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 Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2007 has been satisfied; (iiiii) 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; (iii) 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; and (iv) On March 29, 20102009, with respect to any shares of Restricted Stock that 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 have not 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 previously 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 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, 20072006, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2007 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; (iiiii) 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; (iii) 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; and (iv) On March 2930, 20102009, with respect to any shares of Restricted Stock that 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 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 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 SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (iii) 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; and (iv) On March 29, 2010, with respect to any shares of Restricted Stock that 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 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 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 Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2007 has been satisfied; (iiiii) 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; (iii) 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; and (iv) On March 2930, 20102009, with respect to any shares of Restricted Stock that 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 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 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 granted - March 3129, 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 granted - March 3129, 2008 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (iii) 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; and (iv) On granted - March 29, 2010, with 2009 With respect to any 25% of the shares of Restricted Stock that remain unvested as of such date; granted - March 29, 2010 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 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 XIII 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 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, 20072006, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2007 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; (iiiii) 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; (iii) 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; and (iv) On March 2930, 20102009, with respect to any shares of Restricted Stock that 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 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 SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (iii) 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; and (iv) On March 29, 2010, with respect to any shares of Restricted Stock that 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 have not 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 previously 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 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 50% of the shares of Restricted Stock on , 20 ; With respect to an additional 25% of the shares of Restricted Stock grantedon , 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 20 ; 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 an additional 25% of the shares of Restricted Stock grantedon , 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; (iii) 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; and (iv) On March 29, 2010, with respect to any shares of Restricted Stock that remain unvested as of such date; provided, however, that if 20 . 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 ended as of the date of termination of employmentended, 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 hereofthe 1997 Plan. 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 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, 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 SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (iii) 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 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, 2009 is $5 million or more above the EVA for the fiscal year ended March 31, 2008; (ii) With respect to 50% of the shares of Restricted Stock granted (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, 2009 has been satisfied2010 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, 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, 2011 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 295, 2010, 2012 with respect to any shares of Restricted Stock that remain unvested as of such date; provided, however, that if the employment of the Employee terminates for any reason other than death or disabilityDisability, any shares of Restricted Stock, with respect to which the Restricted Period has not 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 2921, 20102011, with respect to any shares of Restricted Stock that 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 have not 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 previously 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 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 SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; (iii) 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; and (iv) On March 29, 2010, with respect to any shares of Restricted Stock that 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 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 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, 20072006, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2007 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; (iiiii) 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; (iii) 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; and (iv) On March 2930, 20102009, with respect to any shares of Restricted Stock that 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 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.