0001193125-05-013762 Sample Contracts

STOCK OPTION AND RESTRICTED STOCK AGREEMENT FOR THE GRANT OF INCENTIVE STOCK OPTIONS AND NON-QUALIFIED STOCK OPTIONS UNDER THE TIDEWATER INC. STOCK INCENTIVE PLAN AND THE GRANT OF RESTRICTED STOCK UNDER THE TIDEWATER INC. STOCK INCENTIVE PLAN
Stock Option and Restricted Stock Agreement • January 28th, 2005 • Tidewater Inc • Water transportation • Louisiana

The Employee has reviewed with the Employee’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transaction contemplated by this Agreement. The Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Employee understands that the Employee (and not the Company) shall be responsible for the Employee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Employee understands that the Employee may elect to be taxed at the time the shares of Restricted Stock are granted by filing an election under Section 83(b) of the Code with the IRS within thirty days from the Date of Grant. The Employee acknowledges that it is the Employee’s sole responsibility and not the Company’s to file timely the election under Section 83(b), even if the Employee requests the Company or its representatives to make this filing on the Employee’s beh

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THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. RESTRICTED STOCK AGREEMENT UNDER THE TIDEWATER INC. EMPLOYEE RESTRICTED STOCK PLAN
Restricted Stock Agreement • January 28th, 2005 • Tidewater Inc • Water transportation

The various provisions of this Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions of this Agreement.

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