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Document Preview Management Annual Incentive Plan |
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Title: |
Management Annual Incentive Plan |
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Entities: |
Diamond Offshore Drilling Inc.; GulfMark Offshore, Inc.; Input/Output, Inc.; Smith International, Inc.; Tidewater Inc.; Trico Marine Services Inc. |
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Date: |
2005 |
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Size: |
Preview shows 8KB of 22KB total |
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Price: |
$38 |
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ID: |
#900377 |
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SUMMARY PROVISIONS
OF THE
AMENDED AND RESTATED
TIDEWATER INC.
MANAGEMENT ANNUAL INCENTIVE PLAN
(MAIP)
WHEREAS, Tidewater, Inc., a Delaware corporation (the Company), desires to amend the Tidewater Inc. Management Annual Incentive Plan (the MAIP) for fiscal year 2005 to allow payment of bonus awards at the time that the Company publicly releases its annual earnings.
NOW, THEREFORE, pursuant to the power provided to the Compensation Committee of the Board of Directors under Article X of the MAIP, Article VII of the MAIP is hereby amended to read as set forth herein and, as so amended, the MAIP is hereby restated in its entirety as follows:
| I. | PLAN OBJECTIVE |
The primary objective of the Management Annual Incentive Plan (MAIP) is to assist in achieving specific business and financial goals conducive to the organizations success which the Company believes can best be accomplished by providing cash incentives to key Tidewater employees.
The MAIP helps prioritize and focus efforts on the accomplishment of financial goals and other corporate objectives established each year through the annual planning and budgeting process. This is achieved by linking a significant element of annual compensation to the accomplishments of selected goals. At target performance levels, the MAIP provides incentive compensation opportunities which, in conjunction with base salary, will yield competitive total compensation levels.
| II. | BASIC PLAN CONCEPT |
The plan concept focuses primarily on the performance of Tidewater overall. The MAIP is comprised of two divisions which will enable the Company to better measure performance results of eligible participants by specific areas of responsibility. The two divisions are as follows:
| Administrative |
| Marine |
Overall corporate performance is considered each year along with certain divisional and individual performance measures specific to each divisions operations and functions. Regardless of corporate performance, however, the Compensation Committee of the Board of Directors may at its discretion
establish a funding pool of up to 50% of the target awards for all participants in order to allow awards for outstanding individual contributions even if the Company does not achieve threshold performance on plan performance measures within a year.
| III. | ELIGIBILITY CRITERIA |
Eligibility for participation in the MAIP will be limited to officers and certain key employees that directly impact the Companys financial performance and who do not participate in another Company bonus plan. The specific positions eligible to participate in the plan will be reviewed and determined annually by Tidewaters Chief Executive Officer and the Compensation Committee of the Board of Directors.
| IV. | AWARD OPPORTUNITIES |
Prior to the beginning of each fiscal year, Tidewater will specify target incentive awards for each eligible position. Prior to the beginning of each fiscal year, Tidewater will determine the total pool target, threshold and maximum incentive award amounts. These amounts are determined from each eligible participants base salary times the target percent associated with the participants position within the Company. The actual target percent is determined based upon the employees relevant position within the Company and the measurable amount of direct influence on the Companys financial performance. Base target percents by position are as follows:
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