ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On October 16, 2012, GulfMark Offshore, Inc. (the "Company") provided written notice to Mr. John E. ("Gene") Leech, age 59, the Company's Executive Vice President - Operations that his employment will end no later than November 30, 2012. Written notice was given pursuant to that certain Amended and Restated Employment Agreement between Mr. Leech and the Company's subsidiary, GulfMark Americas, Inc., dated October 14, 2009 (the "Agreement").

Mr. Leech will be entitled to certain benefits as provided under Section 5(a) of the Agreement, which includes the vesting of any and all outstanding stock options and restricted stock and continued participation, if possible, under the Company's benefit plans as set forth in the Agreement. In addition, pursuant to the Agreement, Mr. Leech will receive a one-time cash payment of $1,610,788, which represents the sum of (i) two full years base salary ($692,336), (ii) two times his fiscal year 2011 bonus ($535,140), (iii) his pro-rated fiscal year 2012 bonus based on his fiscal year 2011 bonus ($244,845), (iv) two years of Company match under its 401(k) plan ($34,617), and (v) two years of Company match under its deferred compensation plan ($103,850). Such compensation and benefits under the Agreement are subject to the execution of a Separation Agreement and General Release by Mr. Leech and payment within the period of time specified in the Separation Agreement and General Release.

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