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TDW > SEC Filings for TDW > Form 8-K on 12-Aug-2009All Recent SEC Filings

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Form 8-K for TIDEWATER INC


12-Aug-2009

Other Events


Item 8.01 Other Events

On August 19, 2009, Dean Taylor, Tidewater's Chairman of the Board, President and Chief Executive Officer, will enter into a pre-arranged stock trading plan to exercise options and sell shares of Company common stock that he acquires through the option exercises. This new plan will cancel and replace the plan Mr. Taylor entered into on June 9, 2008. Mr. Taylor will take this action as part of a personal plan of diversification given his overall holdings of Tidewater stock. The stock trading plan will conform to the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934 and Tidewater's policies regarding stock transactions by executives.

Rule 10b5-1 permits officers and directors of public companies to adopt written, pre-arranged stock trading plans when they are not in possession of material non-public information. Using a Rule 10b5-1 plan, insiders can legally diversify their investment portfolios over an extended period, thus minimizing any market impact and any perception that the motivation for the sale was that the executive had come into possession of material nonpublic information.

Under his plan, Mr. Taylor may exercise options to acquire approximately 125,000 shares of common stock and sell those shares through November 1, 2010. However, the plan is structured such that pre-established trading prices of Tidewater common stock will trigger transactions to exercise options and sell pre-determined blocks of common stock, as the case may be.

The transactions under this plan will commence immediately and will be disclosed periodically through Form 144 and Form 4 filings with the Securities and Exchange Commission. The Form 4 filings will be posted on Tidewater's investor-relations Web site.


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