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AMENDMENT NO. 2
TO THE
GULFMARK OFFSHORE, INC.
AMENDED AND RESTATED
1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Pursuant to the terms and provisions of Section 13 of the
GulfMark Offshore, Inc. Amended and Restated 1993 Non-Employee
Director Stock Option Plan (the "Plan"), GulfMark Offshore,
Inc., a Delaware corporation (the "Company"), hereby adopts the
following Amendment No. 2 to the Plan (the "Amendment No. 2").
1.
Section 8 of the Plan is hereby amended in its entirety by
substituting the following therefor:
"8. Transferability of Options. The Committee may,
in its discretion, authorize all or a portion of any
Options to be granted on terms which permit transfer by the
optionee to (i) the spouse, parents, children,
stepchildren, adoptive relationships, sisters, brothers or
grandchildren of the optionee, (ii) a trust or trusts for
the exclusive benefit of the spouse, parents, children,
stepchildren, adoptive relationships, sisters, brothers or
grandchildren of the optionee, or (iii) a partnership or
limited liability company in which the spouse, parents,
children, stepchildren, adoptive relationships,
sisters, brothers or grandchildren of the optionee are
the only partners or members, as applicable; provided in
each case that (x) there may be no consideration for any
such transfer (other than in the case of clause (iii),
units in the partnership or membership interests in the
limited liability company), (y) the stock option agreement
pursuant to which such Options are granted must be approved
by the Committee, and must expressly provide for
transferability in a manner consistent with this section,
and (z) subsequent transfers of transferred options shall
be prohibited except those made in accordance with this
section or by will or by the laws of descent and
distribution or pursuant to a "domestic relations order" as
defined in the Internal Revenue Code or Title I of the
Employee Retirement Income Security Act (or the rules
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promulgated thereunder). Following transfer, any such
Options shall continue to be subject to the same terms and
conditions as were applicable immediately prior to
transfer. The provisions with respect to termination of
service on the Company's Board of Directors set forth in
Section 9 shall continue to apply with respect to the
original optionee, in which event the Options shall be
exercisable by the transferee only to the extent and for
the periods specified herein. The original optionee will
remain subject to withholding taxes upon exercise of any
such Option by the transferee. The Company shall have no
obligation whatsoever to provide notice to any transferee
of any matter, including without limitation, early
termination of a Option on account of termination of
service on the Company's Board of Directors of the original
optionee.
Except as set forth above and in the applicable stock
option agreement, no Option shall be voluntarily or
involuntarily transferred, assigned, sold, pledged,
mortgaged or encumbered by the optionee otherwise than by
will or by the laws of descent and distribution or pursuant
to a "domestic relations order" as defined in the Internal
Revenue Code or Title I of the Employee Retirement Income
Security Act (or the rules promulgated thereunder), and all
Options shall be exercisable, during the optionee's
lifetime, only by the optionee. At the request of an
optionee, Common Stock purchased upon exercise of an Option
may be issued or transferred into the name of the optionee
and another person jointly with rights of survivorship."
2.
Each amendment made by this Amendment No. 2 to the Plan has
been effected in conformity with the provisions of the Plan.
This Amendment No. 2 was adopted by the Board of Directors of
the Company on February 27, 1998. Stockholder approval of this
Amendment No. 2 is not required.
Dated: February 27, 1998.
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GULFMARK OFFSHORE, INC.
By: /s/ Frank R. Pierce
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Frank R. Pierce
Executive Vice President
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