AMENDMENT No. 2
TO THE
GULFMARK OFFSHORE, INC.
NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN
THIS
AGREEMENT is made by GulfMark Offshore, Inc., a Delaware
corporation (the “ Company ”),
WHEREAS ,
the Company previously adopted the GulfMark Offshore, Inc.
Non-Employee Director Share Incentive Plan (the “ Plan
”);
WHEREAS,
pursuant to Section 15 of the Plan, the Company has the right
to amend the Plan; and
WHEREAS,
the Company desires to amend the Plan;
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NOW, THEREFORE
, the Board of Directors
agrees that effective October 13, 2009, the Plan is amended as
follows:
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1. Section 8
of the Plan is completely amended and restated to provide as
follows:
8. ADJUSTMENT
PROVISIONS – CHANGE IN CONTROL.
(a) If
there shall be any change in the Common Stock, through merger,
consolidation, reorganization, recapitalization, stock dividend,
stock split, reverse stock split, split up, spin-off, combination
of shares, exchange of shares, dividend in kind or other like
change in capital structure or distribution (other than normal cash
dividends) to stockholders of the Company, an adjustment shall be
made to each outstanding Stock Option and Stock Award (including
any Unvested Stock Award) such that each such Stock Option and
Stock Award shall thereafter be exercisable or vested and
deliverable for such property as would have been received in
respect of the Common Stock subject to such Stock Option and Stock
Award had such Stock Option and Stock Award been exercised or
vested and delivered in full immediately prior to such change or
distribution, and such an adjustment shall be made successively
each time any such change shall occur. In addition, in the event of
any such change or distribution, in order to prevent dilution or
enlargement of a Non-Employee Director’s rights under the
Plan, the Board will have authority to adjust, in an equitable
manner, the number and kind of shares that may be issued under the
Plan, the number and kind of shares subject to outstanding Stock
Options and Stock Awards (including Unvested Stock Awards), and the
exercise price applicable to outstanding Stock Options.
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(b) Notwithstanding any other provision of
the Plan, if there is a Change in Control of the Company all then
outstanding Stock Options shall immediately become exercisable and
all Unvested Stock Awards shall immediately become vested and
deliverable, as the case may be. For purposes of this
Section 8(b), a “Change in Control” shall be
deemed to have occurred upon any of the following
events:
(i) Change in
Board Composition . Individuals who constitute the members of
the Board as of the date hereof (the
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