Exhibit 10(c)
AMENDMENT NUMBER ONE
TO THE
TIDEWATER 401(K) SAVINGS PLAN
WHEREAS, Tidewater, Inc. (the "Company") is the sponsor of the Tidewater
401(k) Savings Plan (the "Plan");
WHEREAS, the Plan has been amended from time to time and most recently
restated effective January 1, 1997 and executed December 21, 1999;
WHEREAS, Section 13.01 of the Plan authorizes the Company to amend the
Plan;
WHEREAS, the Company desires to amend the Plan to change the Plan's
eligibility requirements and to implement automatic compensation reduction
elections for employees hired on or after January 1, 2001;
NOW, THEREFORE, the Plan is hereby amended, effective January 1, 2001:
I.
Paragraph (a) of Section 3.01, INITIAL ELIGIBILITY, is amended and
restated, to read as follows:
(a) GENERAL.
(1) AUTOMATIC ELIGIBILITY - Each Employee who is not excluded
under Section 3.02 and who is a Fleet Officer (captain,
master, mate or engineer), an Employee of Quality Shipyard,
L.L.C., or classified for payroll purposes as an exempt
Employee, shall be eligible to participate in the Plan on
the earlier of January 1, 2001 or the first Entry Date
immediately following employment, provided he is then
employed by an Employer.
(2) SIX MONTH WAITING PERIOD - Each Employee who is not
described in Section 3.01(a)(1) or excluded under Section
3.02 shall be eligible to participate in the Plan on the
first Entry Date following the date such Employee completes
a period of six months from date of employment, provided he
is then employed by an Employer.
(3) ELIGIBILITY REQUIREMENTS PRIOR TO JANUARY 1, 2001 - Prior to
January 1, 2001, each Employee not excluded under Section
3.02 was eligible to participate in the Plan on the first
Entry Date following the date such Employee completed a
Period of Service of one year, provided he was then employed
by an Employer.
II.
Section 4.01 and Paragraphs (a) through (d) of Section 4.01 are amended and
restated, Paragraph (e) of Section 4.01 is renumbered Paragraph (g), and new
Paragraphs (e) and (f) are hereby added, which Paragraphs and Sections shall
read in their entirety as follows:
4.01 SALARY DEFERRAL CONTRIBUTIONS. Each Employee who becomes
eligible to participate may elect that the Employer which employs him
contribute on his behalf any whole percentage of his Compensation, which is
not less than 2% nor more than 15%, as he shall elect. Notwithstanding,
each Employee who is employed or reemployed on or after January 1, 2001,
who does not affirmatively elect to receive cash or have a specified amount
which is not less than 2% nor more than 15% contributed to this Plan, his
Compensation shall be automatically reduced by a percentage determined by
the Committee for the applicable Plan Year and this amount is contributed
to this Plan (the "Automatic Compensation Reduction Election").
Contributions shall be subject to the following rules:
(a) CHANGE. A Member may change the specified percentage at any
time by completing a revised election. Said change in
percentage shall be made by such means as is acceptable to
the Committee. If the election is made after the Employee's
date of hire and before the Employee becomes eligible to
participate in this Plan, such election shall be effective
for the Employee's first pay period following eligibility
and for subsequent pay periods (until superseded by a
subsequent election). Elections filed at a later date shall
be effective for the payroll period beginning in the month
following the date the election is filed.
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(b) SUSPENSION. A Member may suspend his election at any time
effective for the payroll period beginning in the month
following the date the election is filed.
(c) SALARY REDUCTION. The amount of a Member's Compensation for
a Plan Year shall be reduced by the amount of the
contribution that is contributed to the Plan pursuant to his
election or the Automatic Compensation Reduction Election.
(d) ELECTION. All elections shall be made at the time, in the
manner, and subject to the conditions specified by the
Committee, which shall prescribe uniform and
nondiscriminatory rules for such elections. The Employer
shall pay over to the Fund all Salary Deferral Contributions
as soon as is practicable (but in no event later than the
15th business day of the month following the month in which
the Salary Deferrals would have otherwise been payable to
the Member in cash). Contributions made by the Employer
under this subsection shall be allocated to the Salary
Deferral Accounts of the Members from whose Compensation the
contributions were withheld, in an amount equal to the
amount withheld.
(e) COMPENSATION REDUCTION PERCENTAGE. The Compensation
Reduction Percentage for Plan Year 2001 is six (6) percent.
The Committee may reduce this percentage at any time,
provided such change is applied on a nondiscriminatory
basis. Further, the Committee may set a new Compensation
Reduction Percentage effective as of the first of each Plan
Year.
(f) NOTICE. Each Employee who is employed or reemployed on or
after January 1, 2001 shall receive a Notice that explains
the Automatic Compensation Reduction Election and the
Employee's right to elect to have no amount contributed to
this Plan or to alter the amount of the Compensation
Reduction Percentage, including an explanation of the
procedure for exercising that right and the timing for
implementation of any such election. Each Member will be
notified annually of his Compensation Reduction Percentage
and the Member's
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right to change the percentage, including the procedure for
exercising that right and the timing for implementation of
any such election.
IN WITNESS WHEREOF, and as evidence of the adoption of this Amendment to
the Tidewater 401(k) Savings Plan, Tidewater, Inc. has caused its corporate seal
to be affixed hereto and the same to be signed by a duly authorized officer,
this 28th day of November, 2000.
ATTEST: TIDEWATER, INC.
/s/ Michael L. Goldblatt /s/ Cliffe F. Laborde
------------------------- -------------------------
Michael L. Goldblatt Name: Cliffe F. Laborde
Assistant Secretary Title: Senior Vice President,
Secretary and General
Counsel
(Corporate Seal)
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