Common use of Obligations Upon Termination After a Change of Control Clause in Contracts

Obligations Upon Termination After a Change of Control. (a) Termination by Company for Reasons other than Death, Disability or Cause or by Employee for Good Reason. If, after a Change of Control and during the Employment Term, the Company terminates the Employee's employment other than for Cause, death or Disability, or the Employee terminates employment for Good Reason, (i) the Company shall pay to the Employee in a lump sum in cash within five business days of the date of termination an amount equal to three times the sum of (i) the amount of Base Salary in effect at the date of termination, plus (ii) the greater of (x) the average of the annual bonuses paid or to be paid to the Employee with respect to the immediately preceding three fiscal years or (y) the target Bonus for which the Employee is eligible for the 12-month period in which the date of termination occurs, as such target bonus has been established by the Company for such year; (ii) for a period of thirty-six (36) months following the date of termination of employment (the "Continuation Period"), the Company shall at its expense continue on behalf of the Employee and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits provided (x) to the Employee at any time during the 120-day period prior to the Change in Control or at any time thereafter or (y) to other similarly situated executives who continue in the employ of the Company during the Continuation Period. The coverage and benefits (including deductibles and costs) provided in this Section 2.3(a)(ii) during the Continuation Period shall be no less favorable to the Employee and his dependents and beneficiaries, than the most favorable of such coverages and benefits during any of the periods referred to in clauses (x) or (y) above. In addition, if Employee has reached age 52 and has completed seven years of service at the time of a Change of Control, Employee shall automatically become vested in the post-retirement benefits provided under the Tidewater Group Welfare Benefits Plan (the "GWB Plan") and be entitled to receive, following termination of employment with the Company, all benefits that would be payable to Employee under the GWB Plan or any successor plan of the Company or its affiliated companies had the Employee retired from employment with the Company or one of its affiliated companies on the later of the third anniversary of the Change of Control or the Employee's date of retirement (as defined in the GWB Plan) from employment with the Company. The Company's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Employee obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Employee hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Employee than the coverages and benefits required to be provided hereunder. The Employee will be eligible for coverage under the Consolidated Omnibus Budget Reconciliation Act at the end of the Continuation Period or earlier cessation of the Company's obligation hereunder. (iii) the Employee shall immediately become fully (100%) vested in his benefit under each supplemental or excess retirement plan of the Company in which the Employee was a participant, including, but not limited to the Tidewater, Inc. Supplemental Executive Retirement Plan (the "SERP") , the Supplemental Savings Plan and any successor plans; (iv) the Company shall contribute to the trust established in connection with the SERP and the Supplemental Savings Plan (the "Trust") for the Employee's account in cash within five business days of the date of termination of employment an amount equal to the then present value of the actuarial equivalent of the additional benefits, if any, to which the Employee would be entitled under the Tidewater, Inc. Pension Plan, the SERP and any other qualified or non-qualified defined benefit plan maintained by the Company and covering the Employee, regardless of the vesting requirements thereof, if the Employee had continued to be employed by the Company until the third anniversary of the Change of Control. (v) the Company shall contribute to the Supplemental Savings Plan trust for the Employee's account in cash within five business days of the date of termination of employment an amount equal to the amount of employer contributions that would have been made on the Employees's behalf if the Employee had continued to participate in the Company's Savings Plan, the Company's Supplemental Savings Plan and any other qualified or non-qualified defined contribution plan maintained by the Company until the third anniversary of the Change of Control. Such contribution shall, in the case of a qualified plan, be calculated as if the Employee were fully vested and participating to the maximum extent permitted by such plan and, in the case of a non-qualified plan, be calculated on the same basis as the Employee was participating in such plans and, in all cases be calculated on the basis of the Employee's annual salary rate at the time of the Change of Control. (vi) to the extent that Employee is not fully vested in his accrued benefits under the Pension Plan, the Savings Plan or any other qualified plan maintained by the Company, at the time of termination of employment, the Company shall contribute to the Trust, within five business days of the date of termination of employment, an amount in cash equal to the unvested but accrued benefits under such plans as of the date of termination of employment.

Obligations Upon Termination After a Change of Control. (a) Termination by Company for Reasons other than Death, Disability or Cause or by Employee for Good Reason. If, after a Change of Control and during the Employment Term, the Company terminates the Employee's employment other than for Cause, death or Disability, or the Employee terminates employment for Good Reason, (i) the Company shall pay to the Employee in a lump sum in cash within five business days of the date of termination an amount equal to three times the sum of (i) the amount of Base Salary in effect at the date of termination, plus (ii) the greater of (x) the average of the annual bonuses paid or to be paid to the Employee with respect to the immediately preceding three fiscal years or (y) the target Bonus for which the Employee is eligible for the 12-month period in which the date of termination occurs, as such target bonus has been established by the Company for such year;the (ii) for a period of thirty-six (36) months following the date of termination of employment (the "Continuation Period"), the Company shall at its expense continue on behalf of the Employee and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits provided (x) to the Employee at any time during the 120-day period prior to the Change in Control or at any time thereafter or (y) to other similarly situated executives who continue in the employ of the Company during the Continuation Period. The coverage and benefits (including deductibles and costs) provided in this Section 2.3(a)(ii) during the Continuation Period shall be no less favorable to the Employee and his dependents and beneficiaries, than the most favorable of such coverages and benefits during any of the periods referred to in clauses (x) or (y) above. In addition, if Employee has reached age 52 and has completed seven years of service at the time of a Change of Control, Employee shall automatically become vested in the post-retirement benefits provided under the Tidewater Group Welfare Benefits Plan (the "GWB Plan") and be entitled to receive, following termination of employment with the Company, all benefits that would be payable to Employee under the GWB Plan or any successor plan of the Company or its affiliated companies had the Employee retired from employment with the Company or one of its affiliated companies on the later of the third anniversary of the Change of Control or the Employee's date of retirement (as defined in the GWB Plan) from employment with the Company. The Company's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Employee obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Employee hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Employee than the coverages and benefits required to be provided hereunder. The Employee will be eligible for coverage under the Consolidated Omnibus Budget Reconciliation Act at the end of the Continuation Period or earlier cessation of the Company's obligation hereunder. (iii) the Employee shall immediately become fully (100%) vested in his benefit under each supplemental or excess retirement plan of the Company in which the Employee was a participant, including, but not limited to the Tidewater, Inc. Supplemental Executive Retirement Plan (the "SERP") , the Supplemental Savings Plan and any successor plans; (iv) the Company shall contribute to the trust established in connection with the SERP and the Supplemental Savings Plan (the "Trust") for the Employee's account in cash within five business days of the date of termination of employment an amount equal to the then present value of the actuarial equivalent of the additional benefits, if any, to which the Employee would be entitled under the Tidewater, Inc. Pension Plan, the SERP and any other qualified or non-qualified defined benefit plan maintained by the Company and covering the Employee, regardless of the vesting requirements thereof, if the Employee had continued to be employed by the Company until the third anniversary of the Change of Control.other (v) the Company shall contribute to the Supplemental Savings Plan trust for the Employee's account in cash within five business days of the date of termination of employment an amount equal to the amount of employer contributions that would have been made on the Employees's behalf if the Employee had continued to participate in the Company's Savings Plan, the Company's Supplemental Savings Plan and any other qualified or non-qualified defined contribution plan maintained by the Company until the third anniversary of the Change of Control. Such contribution shall, in the case of a qualified plan, be calculated as if the Employee were fully vested and participating to the maximum extent permitted by such plan and, in the case of a non-qualified plan, be calculated on the same basis as the Employee was participating in such plans and, in all cases be calculated on the basis of the Employee's annual salary rate at the time of the Change of Control. (vi) to the extent that Employee is not fully vested in his accrued benefits under the Pension Plan, the Savings Plan or any other qualified plan maintained by the Company, at the time of termination of employment, the Company shall contribute to the Trust, within five business days of the date of termination of employment, an amount in cash equal to the unvested but accrued benefits under such plans as of the date of termination of employment. Any contributions by the Company to the Trust as provided herein shall be distributed at such time as shall be elected by the Employee at the time of execution of this Agreement, except that amounts relating to services previously provided shall be distributed in accordance with the provisions of the plans or the related participant elections to which such contributions relate. The benefits provided in this Section 3.3(a) shall be without regard to any amendment to any plans made after the Change of Control but prior to Employee's date of termination of employment, which amendment adversely affects in any manner the computation of benefits under such plans.

Obligations Upon Termination After a Change of Control. (a) Termination by Company for Reasons other than Death, Disability or Cause or by Employee for Good Reason. If, after a Change of Control and during the Employment Term, the Company terminates the Employee's employment other than for Cause, death or Disability, or the Employee terminates employment for Good Reason, (i) the Company shall pay to the Employee in a lump sum in cash within five business days of the date of termination an amount equal to three times the sum 8 of (i) the amount of Base Salary in effect at the date of termination, plus (ii) the greater of (x) the average of the annual bonuses paid or to be paid to the Employee with respect to the immediately preceding three fiscal years or (y) the target Bonus for which the Employee is eligible for the 12-month period in which the date of termination occurs, as such target bonus has been established by the Company for such year; ; (ii) for a period of thirty-six (36) months following the date of termination of employment (the "Continuation Period"), the Company shall at its expense continue on behalf of the Employee and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits provided (x) to the Employee at any time during the 120-day period prior to the Change in Control or at any time thereafter or (y) to other similarly situated executives who continue in the employ of the Company during the Continuation Period. The coverage and benefits (including deductibles and costs) provided in this Section 2.3(a)(ii) during the Continuation Period shall be no less favorable to the Employee and his dependents and beneficiaries, than the most favorable of such coverages and benefits during any of the periods referred to in clauses (x) or (y) above. In addition, if Employee has reached age 52 and has completed seven years of service at the time of a Change of Control, Employee shall automatically become vested in the post-retirement benefits provided under the Tidewater Group Welfare Benefits Plan (the "GWB Plan") and be entitled to receive, following termination of employment with the Company, all benefits that would be payable to Employee under the GWB Plan or any successor plan of the Company or its affiliated companies had the Employee retired from employment with the Company or one of its affiliated companies on the later of the third anniversary of the Change of Control or the Employee's date of retirement (as defined in the GWB Plan) from employment with the Company. The Company's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Employee obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Employee hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Employee than the coverages and benefits required to be provided hereunder. The Employee will be eligible for coverage under the Consolidated Omnibus Budget Reconciliation Act at the end of the Continuation Period or earlier cessation of the Company's obligation hereunder. (iii) the Employee shall immediately become fully (100%) vested in his benefit under each supplemental or excess retirement plan of the Company in which the Employee was a participant, including, but not limited to the Tidewater, Inc. Supplemental Executive Retirement Plan (the "SERP") ), the Supplemental Savings Plan and any successor plans; (iv) the Company shall contribute to the trust established in connection with the SERP and the Supplemental Savings Plan (the "Trust") for the Employee's account in cash within five business days of the date of termination of employment an amount equal to the then present value of the actuarial equivalent of the additional benefits, if any, to which the Employee would be entitled under the Tidewater, Inc. Pension Plan, the SERP and any other qualified or non-qualified defined benefit plan maintained by the Company and covering the Employee, regardless of the vesting requirements thereof, if the Employee had continued to be employed by the Company until the third anniversary of the Change of Control.'s (v) the Company shall contribute to the Supplemental Savings Plan trust for the Employee's account in cash within five business days of the date of termination of employment an amount equal to the amount of employer contributions that would have been made on the Employees's behalf if the Employee had continued to participate in the Company's Savings Plan, the Company's Supplemental Savings Plan and any other qualified or non-qualified defined contribution plan maintained by the Company until the third anniversary of the Change of Control. Such contribution shall, in the case of a qualified plan, be calculated as if the Employee were fully vested and participating to the maximum extent permitted by such plan and, in the case of a non-qualified plan, be calculated on the same basis as the Employee was participating in such plans and, in all cases cases, be calculated on the basis of the Employee's annual salary rate at the time of the Change of Control. (vi) to the extent that Employee is not fully vested in his accrued benefits under the Pension Plan, the Savings Plan or any other qualified plan maintained by the Company, at the time of termination of employment, the Company shall contribute to the Trust, within five business days of the date of termination of employment, an amount in cash equal to the unvested but accrued benefits under such plans as of the date of termination of employment. Any contributions by the Company to the Trust as provided herein shall be distributed at such time as shall be elected by the Employee at the time of execution of this Agreement, except that amounts relating to services previously provided shall be distributed in accordance with the provisions of the plans or the related participant elections to which such contributions relate. The benefits provided in this Section 3.3(a) shall be without regard to any amendment to any plans made after the Change of Control but prior to Employee's date of termination of employment, which amendment adversely affects in any manner the computation of benefits under such plans.

Obligations Upon Termination After a Change of Control. (a) Termination by Company for Reasons other than Death, Disability or Cause or by Employee for Good Reason. If, after a Change of Control and during the Employment Term, the Company terminates the Employee's employment other than for Cause, death or Disability, or the Employee terminates employment for Good Reason, then, subject to Section 3.6 hereof, (i) the Company shall pay to the Employee in a lump sum in cash within five business days of the date of termination an amount equal to three two times the sum of (i) the amount of Base Salary in effect at the date of termination, plus (ii) the greater of (x) the average of the annual bonuses paid or to be paid to the Employee with respect to the immediately preceding three fiscal years or (y) the target Bonus for which the Employee is eligible for the 12-month period in which the date of termination occurs, as such target bonus has been established by the Company for such year;three (ii) for a period of thirtytwenty-six four (3624) months following the date of termination of employment (the "Continuation Period"), the Company shall at its expense continue on behalf of the Employee and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits provided (x) to the Employee at any time during the 120-day period prior to the Change in Control or at any time thereafter or (y) to other similarly situated executives who continue in the employ of the Company during the Continuation Period. The coverage and benefits (including deductibles and costs) provided in this Section 2.3(a)(ii) during the Continuation Period shall be no less favorable to the Employee and his dependents and beneficiaries, than the most favorable of such coverages and benefits during any of the periods referred to in clauses (x) or (y) above. In addition, if Employee has reached age 52 53 and has completed seven eight years of service at the time of a Change of Control, Employee shall automatically become vested in the post-retirement benefits provided under the Tidewater Group Welfare Benefits Plan (the "GWB Plan") and be entitled to receive, following termination of employment with the Company, all benefits that would be payable to Employee under the GWB Plan or any successor plan of the Company or its affiliated companies had the Employee retired from employment with the Company or one of its affiliated companies on the later of the third anniversary of the Change of Control or the Employee's date of retirement (as defined in the GWB Plan) from employment with the Company. The Company's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Employee obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Employee hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Employee than the coverages and benefits required to be provided hereunder. The Employee will be eligible for coverage under the Consolidated Omnibus Budget Reconciliation Act at the end of the Continuation Period or earlier cessation of the Company's obligation hereunder. (iii) the Employee shall immediately become fully (100%) vested in his benefit under each supplemental or excess retirement plan of the Company in which the Employee was a participant, including, but not limited to the Tidewater, Inc. Supplemental Executive Retirement Plan (the "SERP") , the Supplemental Savings Plan and any successor plans; (iv) the Company shall contribute to the trust established in connection with the SERP and the Supplemental Savings Plan (the "Trust") for the Employee's account in cash within five business days of the date of termination of employment an amount equal to the then present value of the actuarial equivalent of the additional benefits, if any, to which the Employee would be entitled under the Tidewater, Inc. Pension Plan, the SERP and any other qualified or non-qualified defined benefit plan maintained by the Company and covering the Employee, regardless of the vesting requirements thereof, if the Employee had continued to be employed by the Company until the third anniversary of the Change of Control.be (v) the Company shall contribute to the Supplemental Savings Plan trust for the Employee's account in cash within five business days of the date of termination of employment an amount equal to the amount of employer contributions that would have been made on the Employees's behalf if the Employee had continued to participate in the Company's Savings Plan, the Company's Supplemental Savings Plan and any other qualified or non-qualified defined contribution plan maintained by the Company until the third second anniversary of the Change of Control. Such contribution shall, in the case of a qualified plan, be calculated as if the Employee were fully vested and participating to the maximum extent permitted by such plan and, in the case of a non-qualified plan, be calculated on the same basis as the Employee was participating in such plans and, in all cases be calculated on the basis of the Employee's annual salary rate at the time of the Change of Control. (vi) to the extent that Employee is not fully vested in his accrued benefits under the Pension Plan, the Savings Plan or any other qualified plan maintained by the Company, at the time of termination of employment, the Company shall contribute to the Trust, within five business days of the date of termination of employment, an amount in cash equal to the unvested but accrued benefits under such plans as of the date of termination of employment. Any contributions by the Company to the Trust as provided herein shall be distributed at such time as shall be elected by the Employee at the time of execution of this Agreement, except that amounts relating to services previously provided shall be distributed in accordance with the provisions of the plans or the related participant elections to which such contributions relate. The benefits provided in this Section 3.3(a) shall be without regard to any amendment to any plans made after the Change of Control but prior to Employee's date of termination of employment, which amendment adversely affects in any manner the computation of benefits under such plans.

Obligations Upon Termination After a Change of Control. (a) Termination by Company for Reasons other than Death, Disability or Cause or by Employee for Good Reason. If, after a Change of Control and during the Employment Term, the Company terminates the Employee's employment other than for Cause, death or Disability, or the Employee terminates employment for Good Reason, (i) the Company shall pay to the Employee in a lump sum in cash within five business 30 days of the date of termination an amount equal to three two times the sum of (i) the amount of Base Salary in effect at the date of termination, plus (ii) the greater of (x) the average of the highest annual bonuses Bonus paid or to be paid to the Employee with respect to the immediately preceding last three fiscal years or (y) the target Bonus for which the Employee is eligible for the 12-month period in which the date of termination occurs, as such target bonus has been established by the Company for such year; (ii) for a period of thirtytwenty-six four (3624) months following the date of termination of employment (the "Continuation Period"), the Company shall at its expense continue on behalf of the Employee and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits provided (x) to the Employee at any time during the 12090-day period prior to the Change in Control or at any time thereafter or (y) to other similarly situated executives who continue in the employ of the Company during the Continuation Period. The coverage and benefits (including deductibles and costs) provided in this Section 2.3(a)(ii) during the Continuation Period shall be no less favorable to the Employee and his dependents and beneficiaries, than the most favorable of such coverages and benefits during any of the periods referred to in clauses (x) or (y) above. In addition, if Employee has reached age 52 and has completed seven years of service at the time of a Change of Control, Employee shall automatically become vested in the post-retirement benefits provided under the Tidewater Group Welfare Benefits Plan (the "GWB Plan") and be entitled to receive, following termination of employment with the Company, all benefits that would be payable to Employee under the GWB Plan or any successor plan of the Company or its affiliated companies had the Employee retired from employment with the Company or one of its affiliated companies on the later of the third anniversary of the Change of Control or the Employee's date of retirement (as defined in the GWB Plan) from employment with the Company. The Company's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Employee obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Employee hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Employee than the coverages and benefits required to be provided hereunder. The Employee will be eligible for coverage under the Consolidated Omnibus Budget Reconciliation Act at the end of the Continuation Period or earlier cessation of the Company's obligation hereunder. (iii) the Employee shall immediately become fully (100%) vested in his benefit under each supplemental or excess retirement plan of the Company in which the Employee was a participant, including, but not limited to the Tidewater, Inc. Supplemental Executive Retirement Plan (the "SERP") , the Supplemental Savings Plan and any successor plans; (iv) the Company shall contribute to the trust established in connection with the SERP and the Supplemental Savings Plan (the "Trust") for the Employee's account in cash within five business days of the date of termination of employment an amount equal to the then present value of the actuarial equivalent of the additional benefits, if any, to which the Employee would be entitled under the Tidewater, Inc. Pension Plan, the SERP and any other qualified or non-qualified defined benefit plan maintained by the Company and covering the Employee, regardless of the vesting requirements thereof, if the Employee had continued to be employed by the Company until the third anniversary of the Change of Control. (v) the Company shall contribute to the Supplemental Savings Plan trust for the Employee's account in cash within five business days of the date of termination of employment an amount equal to the amount of employer contributions that would have been made on the Employees's behalf if the Employee had continued to participate in the Company's Savings Plan, the Company's Supplemental Savings Plan and any other qualified or non-qualified defined contribution plan maintained by the Company until the third anniversary of the Change of Control. Such contribution shall, in the case of a qualified plan, be calculated as if the Employee were fully vested and participating to the maximum extent permitted by such plan and, in the case of a non-qualified plan, be calculated on the same basis as the Employee was participating in such plans and, in all cases be calculated on the basis of the Employee's annual salary rate at the time of the Change of Control. (vi) to the extent that Employee is not fully vested in his accrued benefits under the Pension Plan, the Savings Plan or any other qualified plan maintained by the Company, at the time of termination of employment, the Company shall contribute to the Trust, within five business days of the date of termination of employment, an amount in cash equal to the unvested but accrued benefits under such plans as of the date of termination of employment.

Obligations Upon Termination After a Change of Control. (a) Termination by Company for Reasons other than Death, Disability or Cause or by Employee for Good Reason. If, after a Change of Control and during the Employment Term, the Company terminates the Employee's employment other than for Cause, death or Disability, or the Employee terminates employment for Good Reason, (i) the Company shall pay to the Employee in a lump sum in cash within five business days of the date of termination an amount equal to three times the sum of (i) the amount of Base Salary in effect at the date of termination, plus (ii) the greater of (x) the average of the annual bonuses paid or to be paid to the Employee with respect to the immediately preceding three fiscal years or (y) the target Bonus for which the Employee is eligible for the 12-month period in which the date of termination occurs, as such target bonus has been established by the Company for such year;paid (ii) for a period of thirty-six (36) months following the date of termination of employment (the "Continuation Period"), the Company shall at its expense continue on behalf of the Employee and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits provided (x) to the Employee at any time during the 120-day period prior to the Change in Control or at any time thereafter or (y) to other similarly situated executives who continue in the employ of the Company during the Continuation Period. The coverage and benefits (including deductibles and costs) provided in this Section 2.3(a)(ii) during the Continuation Period shall be no less favorable to the Employee and his dependents and beneficiaries, than the most favorable of such coverages and benefits during any of the periods referred to in clauses (x) or (y) above. In addition, if Employee has reached age 52 and has completed seven years of service at the time of a Change of Control, Employee shall automatically become vested in the post-retirement benefits provided under the Tidewater Group Welfare Benefits Plan (the "GWB Plan") and be entitled to receive, following termination of employment with the Company, all benefits that would be payable to Employee under the GWB Plan or any successor plan of the Company or its affiliated companies had the Employee retired from employment with the Company or one of its affiliated companies on the later of the third anniversary of the Change of Control or the Employee's date of retirement (as defined in the GWB Plan) from employment with the Company. The Company's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Employee obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Employee hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Employee than the coverages and benefits required to be provided hereunder. The Employee will be eligible for coverage under the Consolidated Omnibus Budget Reconciliation Act at the end of the Continuation Period or earlier cessation of the Company's obligation hereunder. (iii) the Employee shall immediately become fully (100%) vested in his benefit under each supplemental or excess retirement plan of the Company in which the Employee was a participant, including, but not limited to the Tidewater, Inc. Supplemental Executive Retirement Plan (the "SERP") ), the Supplemental Savings Plan and any successor plans; (iv) the Company shall contribute to the trust established in connection with the SERP and the Supplemental Savings Plan (the "Trust") for the Employee's account in cash within five business days of the date of termination of employment an amount equal to the then present value of the actuarial equivalent of the additional benefits, if any, to which the Employee would be entitled under the Tidewater, Inc. Pension Plan, the SERP and any other qualified or non-qualified defined benefit plan maintained by the Company and covering the Employee, regardless of the vesting requirements thereof, if the Employee had continued to be employed by the Company until the third anniversary of the Change of Control.be (v) the Company shall contribute to the Supplemental Savings Plan trust for the Employee's account in cash within five business days of the date of termination of employment an amount equal to the amount of employer contributions that would have been made on the Employees's behalf if the Employee had continued to participate in the Company's Savings Plan, the Company's Supplemental Savings Plan and any other qualified or non-qualified defined contribution plan maintained by the Company until the third anniversary of the Change of Control. Such contribution shall, in the case of a qualified plan, be calculated as if the Employee were fully vested and participating to the maximum extent permitted by such plan and, in the case of a non-qualified plan, be calculated on the same basis as the Employee was participating in such plans and, in all cases cases, be calculated on the basis of the Employee's annual salary rate at the time of the Change of Control. (vi) to the extent that Employee is not fully vested in his accrued benefits under the Pension Plan, the Savings Plan or any other qualified plan maintained by the Company, at the time of termination of employment, the Company shall contribute to the Trust, within five business days of the date of termination of employment, an amount in cash equal to the unvested but accrued benefits under such plans as of the date of termination of employment. Any contributions by the Company to the Trust as provided herein shall be distributed at such time as shall be elected by the Employee at the time of execution of this Agreement, except that amounts relating to services previously provided shall be distributed in accordance with the provisions of the plans or the related participant elections to which such contributions relate. The benefits provided in this Section 3.3(a) shall be without regard to any amendment to any plans made after the Change of Control but prior to Employee's date of termination of employment, which amendment adversely affects in any manner the computation of benefits under such plans.