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Tidewater Inc – ‘10-KT’ for 12/31/17 – ‘EX-10.32’

On:  Thursday, 3/15/18, at 2:41pm ET   ·   For:  12/31/17   ·   Accession #:  1564590-18-5788   ·   File #:  1-06311

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/15/18  Tidewater Inc                     10-KT      12/31/17  177:43M                                    ActiveDisclosure/FA

Annual-Transition Report   —   Form 10-K   —   Rule 13a-10 / 15d-10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-KT       Annual-Transition Report                            HTML   2.93M 
 2: EX-10.11    Material Contract                                   HTML     49K 
 3: EX-10.31    Material Contract                                   HTML    288K 
 4: EX-10.32    Material Contract                                   HTML    168K 
 5: EX-10.34    Material Contract                                   HTML     75K 
 6: EX-10.35    Material Contract                                   HTML     82K 
 7: EX-10.36    Material Contract                                   HTML     65K 
 8: EX-21       Subsidiaries List                                   HTML     72K 
 9: EX-23       Consent of Experts or Counsel                       HTML     47K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     55K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     55K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     52K 
19: R1          Document and Entity Information                     HTML     77K 
20: R2          Consolidated Balance Sheets                         HTML    151K 
21: R3          Consolidated Balance Sheets (Parenthetical)         HTML     60K 
22: R4          Consolidated Statements of Earnings (Loss)          HTML    141K 
23: R5          Consolidated Statements of Comprehensive Loss       HTML     70K 
24: R6          Consolidated Statements of Comprehensive Loss       HTML     62K 
                (Parenthetical)                                                  
25: R7          Consolidated Statements of Equity                   HTML     80K 
26: R8          Consolidated Statements of Cash Flows               HTML    170K 
27: R9          Nature of Operations and Summary of Significant     HTML    243K 
                Accounting Policies                                              
28: R10         Chapter 11 Proceedings and Emergence                HTML     63K 
29: R11         Fresh-Start Accounting                              HTML    582K 
30: R12         Reorganization Items                                HTML     84K 
31: R13         Investment in Unconsolidated Companies              HTML     81K 
32: R14         Income Taxes                                        HTML    469K 
33: R15         Indebtedness                                        HTML    398K 
34: R16         Employee Retirement Plans                           HTML   1.45M 
35: R17         Other Current Assets, Other Assets, Accrued         HTML    215K 
                Expenses, Other Current Liabilities and Other                    
                Liabilities and Deferred Credits                                 
36: R18         Stock-Based Compensation and Incentive Plans        HTML    745K 
37: R19         Stockholders' Equity                                HTML    288K 
38: R20         Earnings Per Share                                  HTML    122K 
39: R21         Sale/Leaseback Arrangements                         HTML     54K 
40: R22         Commitments and Contingencies                       HTML     93K 
41: R23         Fair Value Measurements and Disclosures             HTML    104K 
42: R24         Gain on Disposition of Assets, Net                  HTML     86K 
43: R25         Segment Information, Geographical Data and Major    HTML    625K 
                Customers                                                        
44: R26         Quarterly Financial Data                            HTML    264K 
45: R27         Asset Impairments                                   HTML    102K 
46: R28         Transition Period Comparative Data                  HTML    121K 
47: R29         Subsequent Events                                   HTML     58K 
48: R30         Valuation and Qualifying Accounts                   HTML    119K 
49: R31         Nature of Operations and Summary of Significant     HTML    310K 
                Accounting Policies (Policies)                                   
50: R32         Nature of Operations and Summary of Significant     HTML    182K 
                Accounting Policies (Tables)                                     
51: R33         Fresh-Start Accounting (Tables)                     HTML    578K 
52: R34         Reorganization Items (Tables)                       HTML     83K 
53: R35         Investment in Unconsolidated Companies (Tables)     HTML     79K 
54: R36         Income Taxes (Tables)                               HTML    464K 
55: R37         Indebtedness (Tables)                               HTML    383K 
56: R38         Employee Retirement Plans (Tables)                  HTML   1.46M 
57: R39         Other Current Assets, Other Assets, Accrued         HTML    220K 
                Expenses, Other Current Liabilities and Other                    
                Liabilities and Deferred Credits (Tables)                        
58: R40         Stock-Based Compensation and Incentive Plans        HTML    749K 
                (Tables)                                                         
59: R41         Stockholders' Equity (Tables)                       HTML    295K 
60: R42         Earnings Per Share (Tables)                         HTML    122K 
61: R43         Fair Value Measurements and Disclosures (Tables)    HTML     96K 
62: R44         Gain on Disposition of Assets, Net (Tables)         HTML     81K 
63: R45         Segment Information, Geographical Data and Major    HTML    627K 
                Customers (Tables)                                               
64: R46         Quarterly Financial Data (Tables)                   HTML    263K 
65: R47         Asset Impairments (Tables)                          HTML     93K 
66: R48         Transition Period Comparative Data (Tables)         HTML    120K 
67: R49         Nature of Operations and Summary of Significant     HTML     71K 
                Accounting Policies - Additional Information                     
                (Detail)                                                         
68: R50         Summaries of Net Properties and Equipment (Detail)  HTML     84K 
69: R51         Summaries of Net Properties and Equipment           HTML     52K 
                (Parenthetical) (Detail)                                         
70: R52         Schedule of Accrued Property and Liability Losses   HTML     53K 
                (Detail)                                                         
71: R53         Chapter 11 Proceedings and Emergence - Additional   HTML    101K 
                Information (Detail)                                             
72: R54         Fresh-Start Accounting - Additional Information     HTML     64K 
                (Detail)                                                         
73: R55         Reconciliation of Enterprise Value to Estimated     HTML     63K 
                Fair Value of Successor's Common Stock (Detail)                  
74: R56         Reconciliation of Enterprise Value to its           HTML     60K 
                Reorganization Value (Detail)                                    
75: R57         Summary of Consolidated Balance Sheet (Detail)      HTML    270K 
76: R58         Summary of Consolidated Balance Sheet               HTML    247K 
                (Parenthetical) (Detail)                                         
77: R59         Summary of Components Included in Reorganization    HTML     61K 
                Items (Detail)                                                   
78: R60         Investment in Unconsolidated Companies -            HTML     63K 
                Additional Information (Detail)                                  
79: R61         Investment in Unconsolidated Companies (Detail)     HTML     62K 
80: R62         Schedule of Earning Before Income Taxes Derived     HTML     58K 
                from United States and Non-U.S Operation (Detail)                
81: R63         Schedule of Income Tax Expense (Benefit) (Detail)   HTML     86K 
82: R64         Income Taxes - Additional Information (Detail)      HTML    101K 
83: R65         Schedule of Tax Rate Applicable to Pre-Tax          HTML     87K 
                Earning, U.S. Federal Statutory Rate (Detail)                    
84: R66         Schedule of Effective Tax Rate Applicable to        HTML     53K 
                Pre-Tax Earnings (Detail)                                        
85: R67         Schedule of Deferred Tax Assets and Deferred Tax    HTML     93K 
                Liabilities (Detail)                                             
86: R68         Schedule of Tax Credit Carry-Forwards (Detail)      HTML     50K 
87: R69         Schedule of Uncertain Tax Positions and Income Tax  HTML     54K 
                Payable (Detail)                                                 
88: R70         Schedule of Unrecognized Tax Benefits Which Would   HTML     52K 
                Lower Effective Tax Rate if Realized (Detail)                    
89: R71         Schedule of Reconciliation of Unrecognized Tax      HTML     63K 
                Benefits (Detail)                                                
90: R72         Summary Debt Outstanding Based On Stated            HTML    129K 
                Maturities (Detail)                                              
91: R73         Summary Debt Outstanding Based On Stated            HTML    106K 
                Maturities (Parenthetical) (Detail)                              
92: R74         Indebtedness - Additional Information (Detail)      HTML     89K 
93: R75         Indebtedness - Senior Debt Notes - Additional       HTML    138K 
                Information (Detail)                                             
94: R76         Schedule of Aggregate Amount of Senior Unsecured    HTML     79K 
                Notes Outstanding (Detail)                                       
95: R77         Summary of Norwegian Kroner (NOK) Denominated       HTML     65K 
                Borrowings Outstanding (Detail)                                  
96: R78         Summary of Norwegian Kroner (NOK) Denominated       HTML     57K 
                Borrowings Outstanding (Parenthetical) (Detail)                  
97: R79         Indebtedness - Bank Loan Agreement - Additional     HTML     73K 
                Information (Detail)                                             
98: R80         Debt Costs (Detail)                                 HTML     57K 
99: R81         Employee Retirement Plans - Additional Information  HTML    164K 
                (Detail)                                                         
100: R82         Schedule of Carrying Value of Trust Assets and      HTML     55K  
                Obligations Under Supplemental Plan (Detail)                     
101: R83         Schedule of Unrealized (Loss) Gains in Carrying     HTML     53K  
                Value of Trust Assets (Detail)                                   
102: R84         Summary of Minimum And Maximum Rate of Return of    HTML     62K  
                Plan Assets (Detail)                                             
103: R85         Schedule of Minimum and Maximum Market Value of     HTML     63K  
                Plan Assets (Detail)                                             
104: R86         Schedule of Asset Allocation (Detail)               HTML     76K  
105: R87         Schedule of Fair Value Assets and Liabilities       HTML    187K  
                Measured on Recurring Basis (Detail)                             
106: R88         Change in Plan Assets and Obligations (Detail)      HTML    152K  
107: R89         Schedule of Projected and Accumulated Benefit       HTML     54K  
                Obligation (Detail)                                              
108: R90         Schedule of Accumulated Benefit Obligation in       HTML     57K  
                Excess of Plan Assets (Detail)                                   
109: R91         Schedule of Net Periodic Benefit Cost (Detail)      HTML     73K  
110: R92         Schedule of Net Periodic Benefit Cost for           HTML     64K  
                Postretirement Health Care and Life Insurance Plan               
                (Detail)                                                         
111: R93         Schedule of Other Changes in Plan Assets and        HTML     79K  
                Benefit Obligation Recognized (Detail)                           
112: R94         Schedule of Amounts Recognized in Accumulated       HTML     59K  
                Other Comprehensive Income (Detail)                              
113: R95         Schedule of Expected Amounts of Net Periodic        HTML     53K  
                Benefit Costs (Detail)                                           
114: R96         Schedule of Assumptions, Net Benefit Obligation     HTML     59K  
                (Detail)                                                         
115: R97         Schedule of Assumptions, Net Periodic Benefit       HTML     62K  
                Costs (Detail)                                                   
116: R98         Schedule of Expected Benefit Payments (Detail)      HTML     67K  
117: R99         Assumed Health Care Cost Trend Rates (Detail)       HTML     58K  
118: R100        One-Percentage Rate Change in Assumed Health Care   HTML     57K  
                Cost Trend Rates and Its Effects on Accumulated                  
                Postretirement Benefit Obligation (Detail)                       
119: R101        Number of Tidewater Common Stock Shares, Series A   HTML     61K  
                Warrants and Series B Warrants Held by Plan                      
                (Detail)                                                         
120: R102        Amounts Charged to Expense Related to Defined       HTML     55K  
                Contribution Plans (Detail)                                      
121: R103        Amounts Changed to Expense Related to Continue      HTML     53K  
                Plans (Detail)                                                   
122: R104        Schedule of Other Current Assets (Detail)           HTML     64K  
123: R105        Schedule of Other Current Assets (Parenthetical)    HTML     55K  
                (Detail)                                                         
124: R106        Schedule of Other Assets (Detail)                   HTML     68K  
125: R107        Schedule of Accrued Expenses (Detail)               HTML     69K  
126: R108        Schedule of Accrued Expenses (Parenthetical)        HTML     65K  
                (Detail)                                                         
127: R109        Schedule of Other Current Liabilities (Detail)      HTML     63K  
128: R110        Schedule of Other Liabilities and Deferred Credits  HTML     63K  
                (Detail)                                                         
129: R111        Schedule of Common Stock Shares Reserved for        HTML     55K  
                Issuance and Shares Available for Grant (Detail)                 
130: R112        Stock-Based Compensation and Incentive Plans -      HTML    143K  
                Additional Information (Detail)                                  
131: R113        Fair Value and Assumptions Used For Stock Options   HTML     60K  
                Issued (Detail)                                                  
132: R114        Summary of Stock Option Activity (Detail)           HTML     62K  
133: R115        Additional Information Regarding Stock Options      HTML     58K  
                (Detail)                                                         
134: R116        Schedule of Stock Option Compensation Expense       HTML     56K  
                (Detail)                                                         
135: R117        Summary of Restricted Stock Activity (Detail)       HTML     83K  
136: R118        Schedule of Restricted Stock Unit Compensation      HTML     58K  
                Expense And Grant Date Fair Value (Detail)                       
137: R119        Summary of Phantom Stock Activity (Detail)          HTML    105K  
138: R120        Summary of Phantom Stock Activity (Parenthetical)   HTML     58K  
                (Detail)                                                         
139: R121        Schedule of Phantom Stock Compensation Expense And  HTML     58K  
                Grant Date Fair Value (Detail)                                   
140: R122        Summary of Cash-Based Performance Plan Unit         HTML     64K  
                Activity (Detail)                                                
141: R123        Schedule of Restricted Stock Compensation Expense   HTML     52K  
                and Grant Date Fair Value (Detail)                               
142: R124        Summary of Deferred Stock Unit Activity (Detail)    HTML     60K  
143: R125        Schedule of Deferred Stock Unit Compensation        HTML     52K  
                Expense (Detail)                                                 
144: R126        Schedule of Deferred Cash Award Expense (Detail)    HTML     53K  
145: R127        Schedule of Authorized And Issued Common Stock And  HTML     62K  
                Preferred Stock (Detail)                                         
146: R128        Stockholders' Equity - Additional Information       HTML     60K  
                (Detail)                                                         
147: R129        Changes in Accumulated Other Comprehensive Income   HTML     90K  
                (Loss) by Component, Net of Tax (Detail)                         
148: R130        Reclassifications from Accumulated Other            HTML     84K  
                Comprehensive Income (Loss) to Consolidated                      
                Statement of Income (Detail)                                     
149: R131        Components of Basic and Diluted Earnings Per Share  HTML     88K  
                (Detail)                                                         
150: R132        Components of Basic and Diluted Earnings Per Share  HTML     53K  
                (Parenthetical) (Detail)                                         
151: R133        Sale/ Leaseback Arrangements - Additional           HTML     72K  
                Information (Detail)                                             
152: R134        Commitments and Contingencies - Additional          HTML     81K  
                Information (Detail)                                             
153: R135        Commitments and Contingencies (Sonatide Joint       HTML    103K  
                Venture) - Additional Information (Detail)                       
154: R136        Commitments and Contingencies (Brazilian Customs)   HTML     60K  
                - Additional Information (Detail)                                
155: R137        Commitment and Contingencies (Repairs to U.S.       HTML     49K  
                Flagged Vessels Operating Abroad) - Additional                   
                Information (Detail)                                             
156: R138        Commitment and Contingencies (Arbitral Award for    HTML     62K  
                the Taking of the Company's Venezuelan Operations)               
                - Additional Information (Detail)                                
157: R139        Fair Value Measurements and Disclosures -           HTML     60K  
                Additional Information (Detail)                                  
158: R140        Schedule of Fair Value Other Financial Instruments  HTML     61K  
                Measured (Detail)                                                
159: R141        Schedule of Gain on Disposition of Assets (Detail)  HTML     58K  
160: R142        Gain on Disposition of Assets, Net - Additional     HTML     75K  
                Information (Detail)                                             
161: R143        Segment Information, Geographical Data and Major    HTML     49K  
                Customers - Additional Information (Detail)                      
162: R144        Segment Information, Geographical Data and Major    HTML    251K  
                Customers (Detail)                                               
163: R145        Segment Information, Geographical Data and Major    HTML     66K  
                Customers (Parenthetical) (Detail)                               
164: R146        Schedule of Segment Reporting Information, Revenue  HTML    117K  
                by Vessel Class (Detail)                                         
165: R147        Disclosure of Accounted Total Revenues Percentage   HTML     64K  
                (Detail)                                                         
166: R148        Selected Financial Information (Detail)             HTML     81K  
167: R149        Selected Financial Information (Parenthetical)      HTML     67K  
                (Detail)                                                         
168: R150        Asset Impairments - Additional Information          HTML     79K  
                (Detail)                                                         
169: R151        Summary of Vessels and ROVs Impaired, Amount of     HTML     65K  
                Impairment Incurred and Combined Fair Value of                   
                Assets after Impairment Charges (Detail)                         
170: R152        Summary of Vessels and ROVs Impaired, Amount of     HTML     63K  
                Impairment Incurred and Combined Fair Value of                   
                Assets after Impairment Charges (Parenthetical)                  
                (Detail)                                                         
171: R153        Schedule of Financial Information (Detail)          HTML    102K  
172: R154        Subsequent Events - Additional Information          HTML     95K  
                (Detail)                                                         
173: R155        Valuation and Qualifying Accounts (Detail)          HTML     60K  
174: R156        Valuation and Qualifying Accounts (Parenthetical)   HTML     52K  
                (Detail)                                                         
176: XML         IDEA XML File -- Filing Summary                      XML    335K  
175: EXCEL       IDEA Workbook of Financial Reports                  XLSX    236K  
13: EX-101.INS  XBRL Instance -- tdw-20171231                        XML  13.86M 
15: EX-101.CAL  XBRL Calculations -- tdw-20171231_cal                XML    478K 
16: EX-101.DEF  XBRL Definitions -- tdw-20171231_def                 XML   2.43M 
17: EX-101.LAB  XBRL Labels -- tdw-20171231_lab                      XML   3.01M 
18: EX-101.PRE  XBRL Presentations -- tdw-20171231_pre               XML   2.92M 
14: EX-101.SCH  XBRL Schema -- tdw-20171231                          XSD    555K 
177: ZIP         XBRL Zipped Folder -- 0001564590-18-005788-xbrl      Zip    581K  


‘EX-10.32’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C: 

Exhibit 10.32

 

 

EMPLOYMENT AGREEMENT

 

This Employment Agreement ("Agreement"), by and between Tidewater Inc., a
Delaware corporation (the "Company"), and Larry T. Rigdon (the "Employee"), is effective on
October 16, 2017.

 

RECITALS

 

WHEREAS, the Employee currently serves as a non-executive member of the Company's Board of Directors (the "Board");

 

WHEREAS, the Company and the Employee desire to provide continuity and leadership during and in connection with the Company's recruitment and hiring  of a new President and Chief Executive Officer ("CEO"); and

 

WHEREAS, accordingly, the Company desires that the Employee serve as its President and CEO on an interim basis.

 

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Employee and the Company hereby agree as follows:

 

1 .Employment as President and CEO.

 

(a)Positions and Term. The Employee shall serve as a full-time, at-will employee, i n the positions of President and CEO, and shall be the Company's principal executive officer,

until the earliest of (i) the date upon which a successor President and CEO is appointed by the Board, (ii) the Employee's death, (iii) a termination by the Company for any reason or no reason, and (iv) a resignation by the employee upon no less than sixty (60) days' prior written notice to the Chairman of the Board (the "Term"). Upon the termination of the Term, the Employee's employment shall terminate and the Employee shall no longer have any responsibilities as the Company's principal executive officer, any responsibility to sign the Company's financial documents including but not limited to quarterly or annual reports, or any other authority or responsibilities as an officer or employee of the Company.

 

(b)Duties. During the Term, the Employee shall report to the Board and shall do and perform all reasonable services, acts, or things necessary or advisable to manage and conduct the business of the Company and that are normally associated with the position of principal executive officer, consistent with the bylaws of the Company and as required by the Board. During the Term, the Employee shall devote the Employee's full business energies, interest, abilities, and productive time to the proper and efficient performance of the Employee's duties

under this Agreement, and the Employee shall not, without the prior written consent of the Board or as otherwise set forth on Annex A, render to others services of any kind for compensation , or engage in any other business activity that would materially interfere with the performance of the Employee's duties under this Agreement. The Board agrees to promptly appoint a committee tasked with the search, identification, and hiring of a longer-term President, CEO, and principal executive officer of the Company, as well as to engage an executive search firm to assist with the foregoing.

 

(c)Principal Place of Employment. The Employee shall perform services pursuant to this Agreement at the Company's headquarters in Houston, Texas; provided, however, that the

(a)

 


 

Employee may from time to time be required to travel temporarily to other locations in connection with the Company's business.

 

(a)Board Membership. This Agreement shall not affect the Employee's status as a member of the Board; provided that during the Term the Employee shall not receive any additional compensation for services as a member of the Board. Notwithstanding the foregoing, the Employee hereby resigns from the Audit Committee of the Board, effective immediately prior to his appointment as President and CEO. Subject to any delay that may be required by applicable New York Stock Exchange and Securities and Exchange Commission rules, the Employee shall be restored to such position once his tenure as President and CEO ends.

 

2.Compensation.

 

(a)Base Salary. During the Term, the Company shall pay the Employee a base salary at an annual rate of $240,000 (the "Base Salary"), payable in accordance with Company policy and payroll practices.

 

(b)Cash Bonus Opportunity. The Employee shall be eligible to participate in the Company's short-term incentive program for each year during the Term, with a target annual cash bonus opportunity equal to $600,000, prorated for partial years. The specific targets and metrics to be included in the Employee's short-term incentive shall be mutually agreed between the Board and the Employee.

 

(c)Equity Award. On or promptly following the date hereof, the Company shall grant to the Employee an award of restricted stock units (the "RSUs") pursuant to the Company's 2017 Stock Incentive Plan (the "Plan") and an award agreement that is substantially similar to the Company's standard form of Incentive Agreement for the Grant of Restricted Stock Units under the Plan; provided, that the RSUs shall vest in four (4) substantially equal quarterly installments commencing on the date of grant, subject to the Employee's continued employment with the Company through the vesting date. The number of RSUs to be granted shall equal the quotient derived by dividing $360,000 by the closing sale price for a share of the Company's common stock, $0.001 par value per share, on the New York Stock Exchange on the date of grant.

 

 

(d)

Employee Benefits. During the Term, the Employee shall be entitled to

participate in the benefit plans and programs that are provided by the Company from time to time for its senior executives generally, subject to the terms and conditions of such plans and  programs.

 

(e)Business Expenses. During the Term, the Company shall promptly reimburse the Employee for the Employee's reasonable and necessary business expenses in accordance with its then-prevailing policies and procedures for expense reimbursement as approved by the Board (which shall include appropriate itemization and substantiation of expenses incurred).

 

(f)Withholding. All amounts payable to employee in respect of his service to the Company during the Term shall be subject to reduction for tax and other withholding obligations.

 

3.Indemnification. The Employee shall be indemnified and held harmless (without duplication) by the Company to the fullest extent permitted under applicable law and the Company's bylaws (and any other applicable constitutive document) from and against any liabilities, costs, claims, and expenses (including attorneys' fees) incurred by the Employee i n the event that the Employee is made a party to any action, suit, or proceeding by reason of his being

2.

 


 

or having been a director, officer, or employee of the Company or any of its subsidiaries (other than any action, suit, or proceeding arising under or relating to this Agreement). Costs and

expenses incurred by the Employee in defense of such action, suit, or proceeding (including attorneys' fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of (i) a written request for payment, (ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought, and (iii) an undertaking adequate under applicable law made by or on behalf of the Employee to repay the amounts so paid i n advance if it shall ultimately be determined that the Employee is not entitled to be indemnified by the Company hereunder. During the Term and for a period of six (6) years thereafter, the Employee shall be entitled to directors' and officers' liability insurance coverage that is no less favorable to the Employee than the coverage that is then provided to other current or former executive officers of the Company.

 

 

4.

Payments Upon Termination. Upon termination of the Term for any reason, the Employee shall be entitled to payment of any accrued but unpaid Base Salary for services performed hereunder through the last day of the Term. In addition, if the Term is terminated prior to October 15, 2018 (including in connection with the Company's appointment of a

 

successor longer-term President, CEO, and principal executive officer), unless such termination is by the Company for Cause (as defined below), is due to a voluntary resignation, or is due to the Employee's death or permanent disability, the Employee shall be entitled to (i) an amount equal

to the Base Salary that would have been paid to the Employee pursuant to Section 2(a) above for the time remaining between the termination of the Term and October 15, 2018, which amount shall be paid i n a lump-sum cash payment within thirty (30) days following such termination, and

(ii) accelerated vesting of all then-unvested RSUs as of the last day of the Term. Any amounts and benefits under this Section 4 shall be the sole amounts to which the Employee shall be entitled to upon termination of the Term i n respect of his service as President and CEO. As used herein, "Cause" shall mean the occurrence of any of the following, as determined in the sole discretion of the Board: (a) the willful and continued failure of the Employee to substantially perform his duties with the Company (other than any such failure resulting from a disability), after a written demand for substantial performance is delivered to the Employee by the Board that (i) specifically identifies the manner in which the Board believes that the Employee has not substantially performed his duties and (ii) provides the Employee with (I ) an opportunity to

discuss the alleged conduct with the Board, and (2) with respect to conduct that is susceptible of cure (as determined by the Board in its sole discretion), a reasonable opportunity (but in no event more than thirty (30) days) to cure; (b) the willful engaging by the Employee in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (c) the Employee's indictment for, conviction of, or guilty or no contest plea to, a felony or any crime involving dishonesty; or (d) the Employee's willful misappropriation of Company funds, or any other willful act of personal dishonesty that is a material violation of the Company's policies. For purposes of this provision, no act or failure to act, on the part of the Employee, shall be considered "willful" unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that his or her action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the written instructions of a senior officer of the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company .

 

5.Successors and Assigns. The parties acknowledge and agree that this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns.

 

 


 

 

6.

Severability. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not

 

impair the enforceability of any other provision of this Agreement.

 

7.Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Employee and the Company regarding the Employee's service as President and CEO. This Agreement supersedes all prior negotiations, discussions, correspondence,

communications, understandings, and agreements between the Employee and the Company relating to the subject matter of this Agreement. Any changes or amendments of this Agreement can be made only in a writing signed by the parties hereto.

 

8.Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement will be governed in accordance with the laws of the State of Louisiana, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Agreement or claim of breach

hereof will be brought exclusively i n the federal and state courts located i n New Orleans, Louisiana. By execution of this Agreement, the parties are waiving any right to trial by jury in connection with any suit, action, or proceeding under or in connection with this Agreement.

 

***

 

 


 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below.

 

TIDEWATER INC.

 

 

     /s/ Thomas R. Bates Jr.

By: Thomas R. Bates Jr. Title: Chairman of the Board

 

EMPLOYEE

 

/s/ Larry T. Rigdon                                                                                

    Larry T. Rigdon

 

 

October 16, 2017

DATE

 

 


 

ANNEX A

 

Other Permitted Activities

 

 

 

Membership on the Board of Professional Rental Tools, LLC

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-KT’ Filing    Date    Other Filings
10/15/18S-4/A
Filed on:3/15/188-K
For Period end:12/31/17
10/16/174
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Filing Submission 0001564590-18-005788   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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