Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Agreements of Certain Officers

(e) The 2009 Stock Incentive Plan. At the annual stockholders' meeting on July 9, 2009, the stockholders of Tidewater Inc. (the "Company") approved the Tidewater Inc. 2009 Stock Incentive Plan (the "Plan").

The compensation committee of the board of directors of the Company will generally administer the Plan, and has the authority to grant awards under the Plan, including setting the terms of the awards. Incentives under the Plan may be granted in any one or a combination of the following forms: incentive stock options under Section 422 of the Internal Revenue Code, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock-based awards.

A total of 1,982,500 shares of the Company's common stock are authorized to be issued under the Plan. As of March 31, 2009, 168,992 shares of common stock remained available for grant under the Company's 2006 Stock Incentive Plan. Officers, directors, and key employees of the Company and the Company's consultants and advisors will be eligible to receive incentives under the Plan when designated by the compensation committee as Plan participants.

This brief summary of Plan terms is qualified in its entirety by the terms of the Plan, a copy of which is filed as an exhibit to this report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits Exhibit Number Description 99.1 Tidewater Inc. 2009 Stock Incentive Plan

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