Exhibit 10.20
Award No. B-109 11,148 Shares
OCEANEERING INTERNATIONAL, INC.
FY98 BONUS RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT is made as of the date set forth on the signature page
hereof,
between Oceaneering International, Inc., a Delaware corporation
(the "Company"), and
XXXX X. XXXX (the "Participant"). Except as defined herein,
capitalized terms shall
have the same meaning ascribed to them under the 1996 Incentive Plan of
Oceaneering
International, Inc., as from time to time amended, a copy of which is attached
hereto and made a
part hereof for all purposes (the "Plan"). To the extent that any provision of
this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms
of the Plan shall control and, if necessary, the applicable provisions of this
Agreement shall be
hereby deemed amended so as to carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth below shall have
the
following respective meanings:
(a) "Change in Control" means, with respect to the Company, if (i) a
third person,
including a "group" as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, becomes
the beneficial owner of shares of the Company having 30 percent or more of the
total number of
votes that may be cast for the election of directors of the Company, or (ii) as
the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale
of assets or contested election or any combination of the foregoing transactions
(a "Transaction"),
the persons who were directors of the Company before the Transaction shall cease
to constitute
a majority of the Board of Directors of the Company or of any successor to
the Company. Without
limiting the foregoing, no "Change of Control" shall be deemed to have taken
place for the
purposes of this Agreement, if a person or persons is appointed or elected as a
member(s) of the
Board as a result of or in connection with a Transaction or other event unless
item (i) or (ii) above
shall also have occurred.
(b) "Closing Stock Price" means, with respect to common stock on a
particular
date, (i) if the shares of common stock are listed on a national securities
exchange, the last sale
price per share of common stock on any such national securities exchange on that
date, or, if there
shall have been no such sale so reported on that date, on the last preceding
date on which such
a sale was so reported and, (ii) if the shares of Common Stock are not so listed
but are quoted in
the NASDAQ National Market System, the last sale price per share of shares of
common stock
reported on the NASDAQ National Market System on that date, or, if there shall
have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported.
(c) "Disability" means a physical or mental impairment of sufficient
severity that,
in the opinion of a physician selected by the Company, the Participant is unable
to fulfill his duties.
2. Award. As an FY98 Bonus Award and in consideration of the
covenants and
promises of the Participant herein contained, pursuant to action taken by the
Committee on June
18, 1998 (the "Date of Grant"), the Company hereby awards to the Participant as
of the Date of
Grant a total of 11,148 shares of Common Stock, pursuant to the Plan,
subject to the
conditions and restrictions set forth below and in the Plan
(the "Restricted Stock").
3. Restrictions on Transfer. The shares of Restricted Stock granted
hereunder
to the Participant may not be sold, assigned, transferred, pledged or otherwise
encumbered from
the Date of Grant until said shares shall have become vested and not otherwise
subject to forfeiture
(and restrictions terminated thereon) in accordance with the provisions of this
Paragraph 3. (The
period of time between the Date of Grant and the vesting of shares of Restricted
Stock shall be
referred to herein as the "Restricted Period" as to those shares of stock.)
The shares of Restricted
Stock shall be treated as described below for purposes of vesting and other
terms and conditions
of this Agreement:
(a) Vesting of Common Stock: The shares of the Restricted Stock shall
vest
25% on June 26, 1998, 25% on June 25, 1999, 25% on June 23, 2000 and 25% on
June 22, 2001.
Upon termination of a Participant's employment (with or without cause,
voluntary, involuntary or for
any reason whatsoever except as provided in Sections 3(c) and 3(d)), all
Restricted Stock for which
the conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the
date of such termination of employment shall be forfeited.
(b) Tax Reimbursement: Within 10 days after the expiration of the
Restricted
Period with respect to a particular share of Restricted Stock, the Company shall
pay to the
Participant an amount sufficient to provide for the payment of all United States
federal income
taxes imposed with respect to Participant's acquisition of such share, as well
as an amount
sufficient to reimburse Participant for the tax obligation on such amounts so
that Participant is paid an amount as a tax assistance payment by the Company
sufficient to fund all of his income taxes
on both the share of Restricted Stock and the tax assistance payment. In the
event the Participant
is not at the time a tax assistance payment is to be made subject to United
States income tax, such
tax assistance payment shall be computed by reference to the income tax of the
laws of the country
to which the participant is subject; provided, however, that such tax assistance
payment shall not
exceed the amount that would have been payable if the Participant were subject
solely to United
States income tax. No United States state (or equivalent foreign) income taxes
will be considered
in determining tax assistance payments. The Committee shall have sole and
complete discretion
in the calculation of tax assistance payments, and the determination of the
Committee shall be final
and binding on the Participant except in the case of bad faith or willful
misconduct. In computing
the tax assistance payment, it shall be assumed that the Participant is at the
maximum marginal
tax rate for individual taxpayers. Subject to Section 3(c), in the event a
Participant sells any share
of Restricted Stock within three years after expiration of the Restricted Period
with respect to such
Restricted Stock, the Participant shall immediately pay to the Company the
amount of the tax
assistance payment previously received by the Participant from the Company with
respect to such
share.
(c) Effect of Change in Control: In the event a Change in Control
occurs prior
to the time that the conditions of paragraph (b) above have been satisfied with
respect to a share
of Restricted Stock, and upon such Change in Control, the requirements of
paragraph (b) above
shall be deemed to have been satisfied on the the date of such Change of
Control, and tax
assistance payments shall be made with respect to such shares within 10 days
thereafter.
(d) Effect of Death or Disability. In the event of the death or
Disability of the
Participant while employed by the Company, the conditions of paragraph (b) above
shall be
deemed immediately satisfied and tax assistance payments shall be made
by Company to the
Participants with respect to such event within 30 days thereafter.
(e) Dividends: Dividends (other than dividends in capital stock) with
respect to
shares of Restricted Stock shall be paid to the Participant without regard to
the restrictions
otherwise applicable to such shares. Dividends in capital stock of the Company
shall accumulate
and be associated with the Restricted Stock to which they relate and shall vest
at the time such
Restricted Stock vests.
(f) Voting of Common Stock: A Participant shall have the right to
exercise any
voting rights appurtenant to Restricted Stock without regard to any
restrictions otherwise imposed by reason of this Agreement.
4. Code Section 83(b) Election. The Participant shall not make
an election,
under Code Section 83(b), to include in income the fair market value of the
Restricted Stock in
respect of this award of Restricted Stock on the Date of Grant.
5. Sale of Restricted Stock. The Participant shall not sell
Restricted Stock
except pursuant to an effective registration statement under the Securities Act
of 1933 (or pursuant
to an exemption from registration under such act), and the Participant hereby
represents that he
is acquiring the Restricted Stock for his own account and not with a view to
the distribution thereof.
6. Escrow of Certificates. The certificates representing shares of
Restricted
Stock shall be registered in the name of the Participant and deposited, together
with a stock power
endorsed by the Participant in blank, with the Corporate Secretary of the
Company during the
Restricted Period. Each such certificate shall bear a legend as provided by the
Company,
conspicuously referring to the terms, conditions and restrictions described in
the Plan and in this
Agreement. Subject to the provisions of Section 7 below, upon termination of
the Restricted Period
with respect to shares of Restricted Stock, a certificate representing such
shares shall be delivered
to the Participant as promptly as practicable following such termination.
7. Withholding of Taxes. No certificates representing the shares of
Restricted
Stock shall be delivered to the Participant by the Company unless the
Participant (or Beneficiary,
as defined in Section 8 below) remits to the Company the amount of all federal,
state and other
governmental withholding tax requirements imposed upon the Company with respect
to the issuance of such shares or unless provisions to so pay such withholding
requirements have been
made to the satisfaction of the Committee.
8. Beneficiary Designations. The Participant may file with the
Corporate
Secretary of the Company a designation of one or more beneficiaries (each a
"Beneficiary") to
whom shares otherwise due the Participant shall be distributed in the event of
the death of the
Participant while in the employ of the Company. The Participant shall have the
right to change the
Beneficiary or Beneficiaries from time to time; provided, however, that any
change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any
designated Beneficiary survives the Participant but dies before receiving all of
his benefits
hereunder, any remaining benefits due him shall be distributed to the deceased
Beneficiary's
estate. If there is no effective Beneficiary designation on file at the time of
the Participant's death,
or if the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the
payment of any remaining benefits shall be made to the Participant's estate.
In the event of any
dispute, the Company shall be fully protected and discharged of its obligations
under this
Agreement if it delivers the shares otherwise due a Participant to the probate
court administering
his estate.
9. Limitation of Rights. Nothing in this Agreement or the Plan shall
be
construed to:
(a) give the Participant any right to be awarded any Restricted Stock
other than
in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in any
fund or in any
specified asset or assets of the Company or any affiliate of the Company; or
(c) confer upon the Participant the right to continue in the
employment or service
of the Company or any affiliate of the Company, or affect the right of the
Company or any affiliate
of the Company to terminate the employment or service of the Participant at any
time or for any
reason.
The Committee shall have the discretion to make determinations under
this
Agreement and Plan, and such determinations shall be final and binding on the
Participant except
in the case of bad faith and willful misconduct.
10. Nonalienation of Benefits. Except as contemplated by Section 8
above, no
right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, whether voluntary, involuntary, or by
operation of law,
and any attempt to transfer, anticipate, alienate, sell, assign, pledge,
encumber or charge the same
shall be void. No right or benefit hereunder shall in any manner be liable for
or subject to any
debts, contracts, liabilities or torts of the person entitled to such benefits.
If the Participant or his
Beneficiary hereunder shall become bankrupt or attempt to transfer,
anticipate, alienate, assign,
sell, pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by
Section 8 above, or if any creditor shall attempt to subject the same to a writ
of garnishment,
attachment, execution, sequestration, or any other form of process or
involuntary lien or seizure,
then such right or benefit shall cease and terminate.
11. Prerequisites to Benefits. Neither the Participant, nor any
person claiming
through the Participant, shall have any right or interest in the Restricted
Stock awarded hereunder,
unless and until all the terms, conditions and provisions of this Agreement and
the Plan which
affect the Participant or such other person shall have been complied with as
specified herein.
12. Rights as a Stockholder. Subject to the limitations and
restrictions contained
herein, the Participant (or Beneficiary) shall have all rights as a stockholder
with respect to the
shares of Restricted Stock once such shares have been registered in his name
hereunder.
13. Successors and Assigns. This Agreement shall bind and inure to
the benefit
of and be enforceable by the Participant, the Company and their respective
permitted successors
and assigns (including personal representatives, heirs and legatees), except
that the Participant
may not assign any rights or obligations under this Agreement except to the
extent and in the
manner expressly permitted herein.
14. The Committee shall have sole and complete discretion in the
interpretation
of this Agreement and the determination of the Committee shall be final and
binding on the
Participant except in the case of bad faith or willful misconduct.
15. Governing Law. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Delaware.
16. Gender and Number. Whenever the context requires or permits,
the gender
and number of words shall be interchangeable.
This Agreement is executed and delivered, in duplicate, pursuant to the
Plan, the
provisions of which are incorporated herein by reference.
Dated: June 18, 1998.
OCEANEERING INTERNATIONAL, INC.
By //s//
Xxxxxx X. Xxxxxxxxxxx, Xx.
Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
//s//
XXXX X. XXXX
Award No. B-110 7,804 Shares
OCEANEERING INTERNATIONAL, INC.
FY98 BONUS RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT is made as of the date set forth on the signature page
hereof,
between Oceaneering International, Inc., a Delaware corporation
(the "Company"), and
T. XXX XXXXXXX (the "Participant"). Except as defined herein,
capitalized terms shall
have the same meaning ascribed to them under the 1996 Incentive Plan of
Oceaneering
International, Inc., as from time to time amended, a copy of which is attached
hereto and made a
part hereof for all purposes (the "Plan"). To the extent that any provision of
this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms
of the Plan shall control and, if necessary, the applicable provisions of this
Agreement shall be
hereby deemed amended so as to carry out the purpose and intent of the Plan.
17. Definitions. As used herein, the terms set forth below shall have
the
following respective meanings:
(a) "Change in Control" means, with respect to the Company, if (i) a
third person,
including a "group" as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, becomes
the beneficial owner of shares of the Company having 30 percent or more of the
total number of
votes that may be cast for the election of directors of the Company, or (ii) as
the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale
of assets or contested election or any combination of the foregoing transactions
(a "Transaction"),
the persons who were directors of the Company before the Transaction shall cease
to constitute
a majority of the Board of Directors of the Company or of any successor to the
Company. Without
limiting the foregoing, no "Change of Control" shall be deemed to have taken
place for the
purposes of this Agreement, if a person or persons is appointed or elected as a
member(s) of the
Board as a result of or in connection with a Transaction or other event unless
item (i) or (ii) above
shall also have occurred.
(b) "Closing Stock Price" means, with respect to common stock on a
particular
date, (i) if the shares of common stock are listed on a national securities
exchange, the last sale
price per share of common stock on any such national securities exchange on that
date, or, if there
shall have been no such sale so reported on that date, on the last preceding
date on which such
a sale was so reported and, (ii) if the shares of Common Stock are not so listed
but are quoted in
the NASDAQ National Market System, the last sale price per share of shares of
common stock
reported on the NASDAQ National Market System on that date, or, if there shall
have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported.
(c) "Disability" means a physical or mental impairment of sufficient
severity that,
in the opinion of a physician selected by the Company, the Participant is unable
to fulfill his duties.
18. Award. As an FY98 Bonus Award and in consideration of the
covenants and
promises of the Participant herein contained, pursuant to action taken by the
Committee on June
18, 1998 (the "Date of Grant"), the Company hereby awards to the Participant as
of the Date of
Grant a total of 7,804 shares of Common Stock, pursuant to the Plan,
subject to the
conditions and restrictions set forth below and in the Plan (the "Restricted
Stock").
19. Restrictions on Transfer. The shares of Restricted Stock granted
hereunder
to the Participant may not be sold, assigned, transferred, pledged or otherwise
encumbered from
the Date of Grant until said shares shall have become vested and not otherwise
subject to forfeiture
(and restrictions terminated thereon) in accordance with the provisions of this
Paragraph 3. (The
period of time between the Date of Grant and the vesting of shares of
Restricted Stock shall be
referred to herein as the "Restricted Period" as to those shares of stock.)
The shares of Restricted
Stock shall be treated as described below for purposes of vesting and other
terms and conditions
of this Agreement:
(a) Vesting of Common Stock: The shares of the Restricted Stock shall
vest
25% on June 26, 1998, 25% on June 25, 1999, 25% on June 23, 2000 and 25% on June
22, 2001.
Upon termination of a Participant's employment (with or without cause,
voluntary, involuntary or for
any reason whatsoever except as provided in Sections 3(c) and 3(d)), all
Restricted Stock for which
the conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the
date of such termination of employment shall be forfeited.
(b) Tax Reimbursement: Within 10 days after the expiration of the
Restricted
Period with respect to a particular share of Restricted Stock, the Company shall
pay to the
Participant an amount sufficient to provide for the payment of all United States
federal income
taxes imposed with respect to Participant's acquisition of such share, as well
as an amount
sufficient to reimburse Participant for the tax obligation on such amounts so
that Participant is paid
an amount as a tax assistance payment by the Company sufficient to fund all of
his income taxes
on both the share of Restricted Stock and the tax assistance payment. In the
event the Participant
is not at the time a tax assistance payment is to be made subject to United
States income tax, such
tax assistance payment shall be computed by reference to the income tax of the
laws of the country
to which the participant is subject; provided, however, that such tax assistance
payment shall not
exceed the amount that would have been payable if the Participant were subject
solely to United
States income tax. No United States state (or equivalent foreign) income taxes
will be considered
in determining tax assistance payments. The Committee shall have sole and
complete discretion
in the calculation of tax assistance payments, and the determination of the
Committee shall be final
and binding on the Participant except in the case of bad faith or willful
misconduct. In computing
the tax assistance payment, it shall be assumed that the Participant is at the
maximum marginal
tax rate for individual taxpayers. Subject to Section 3(c), in the event a
Participant sells any share
of Restricted Stock within three years after expiration of the
Restricted Period
with respect to such
Restricted Stock, the Participant shall immediately pay to the Company the
amount of the tax
assistance payment previously received by the Participant from the Company with
respect to such
share.
(c) Effect of Change in Control: In the event a Change in Control
occurs prior
to the time that the conditions of paragraph (b) above have been satisfied with
respect to a share
of Restricted Stock, and upon such Change in Control, the requirements of
paragraph (b) above
shall be deemed to have been satisfied on the the date of such Change of
Control, and tax
assistance payments shall be made with respect to such shares within 10 days
thereafter.
(d) Effect of Death or Disability. In the event of the death or
Disability of the
Participant while employed by the Company, the conditions of paragraph (b) above
shall be
deemed immediately satisfied and tax assistance payments shall be made by
Company to the
Participants with respect to such event within 30 days thereafter.
(e) Dividends: Dividends (other than dividends in capital stock) with
respect to
shares of Restricted Stock shall be paid to the Participant without regard to
the restrictions
otherwise applicable to such shares. Dividends in capital stock of the Company
shall accumulate
and be associated with the Restricted Stock to which they relate and shall vest
at the time such
Restricted Stock vests.
(f) Voting of Common Stock: A Participant shall have the right to
exercise any
voting rights appurtenant to Restricted Stock without regard to any restrictions
otherwise imposed
by reason of this Agreement.
20. Code Section 83(b) Election. The Participant shall not make an
election,
under Code Section 83(b), to include in income the fair market value of
the Restricted Stock in
respect of this award of Restricted Stock on the Date of Grant.
21. Sale of Restricted Stock. The Participant shall not sell
Restricted Stock
except pursuant to an effective registration statement under the Securities Act
of 1933 (or pursuant
to an exemption from registration under such act), and the Participant hereby
represents that he
is acquiring the Restricted Stock for his own account and not with a view to the
distribution thereof.
22. Escrow of Certificates. The certificates representing shares of
Restricted
Stock shall be registered in the name of the Participant and deposited, together
with a stock power
endorsed by the Participant in blank, with the Corporate Secretary of the
Company during the
Restricted Period. Each such certificate shall bear a legend as provided by the
Company,
conspicuously referring to the terms, conditions and restrictions described in
the Plan and in this
Agreement. Subject to the provisions of Section 7 below, upon termination of
the Restricted Period
with respect to shares of Restricted Stock, a certificate representing such
shares shall be delivered
to the Participant as promptly as practicable following such termination.
23. Withholding of Taxes. No certificates representing the shares of
Restricted
Stock shall be delivered to the Participant by the Company unless the
Participant (or Beneficiary,
as defined in Section 8 below) remits to the Company the amount of all federal,
state and other
governmental withholding tax requirements imposed upon the Company with respect
to the
issuance of such shares or unless provisions to so pay such withholding
requirements have been
made to the satisfaction of the Committee.
24. Beneficiary Designations. The Participant may file with the
Corporate
Secretary of the Company a designation of one or more beneficiaries (each a
"Beneficiary") to
whom shares otherwise due the Participant shall be distributed in the event of
the death of the
Participant while in the employ of the Company. The Participant shall have the
right to change the
Beneficiary or Beneficiaries from time to time; provided, however, that any
change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any
designated Beneficiary survives the Participant but dies before receiving all of
his benefits
hereunder, any remaining benefits due him shall be distributed to the deceased
Beneficiary's
estate. If there is no effective Beneficiary designation on file at the time of
the Participant's death,
or if the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the
payment of any remaining benefits shall be made to the Participant's estate. In
the event of any
dispute, the Company shall be fully protected and discharged of its obligations
under this
Agreement if it delivers the shares otherwise due a Participant to the probate
court administering
his estate.
25. Limitation of Rights. Nothing in this Agreement or the Plan shall
be
construed to:
(a) give the Participant any right to be awarded any Restricted Stock
other than
in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in any fund
or in any
specified asset or assets of the Company or any affiliate of the Company; or
(c) confer upon the Participant the right to continue in the
employment or service
of the Company or any affiliate of the Company, or affect the right of the
Company or any affiliate
of the Company to terminate the employment or service of the Participant at any
time or for any
reason.
The Committee shall have the discretion to make determinations under
this
Agreement and Plan, and such determinations shall be final and binding on the
Participant except
in the case of bad faith and willful misconduct.
26. Nonalienation of Benefits. Except as contemplated by Section 8
above, no
right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, whether voluntary, involuntary, or by
operation of law,
and any attempt to transfer, anticipate, alienate, sell, assign, pledge,
encumber or charge the same
shall be void. No right or benefit hereunder shall in any manner be liable for
or subject to any
debts, contracts, liabilities or torts of the person entitled to such benefits.
If the Participant or his
Beneficiary hereunder shall become bankrupt or attempt to transfer, anticipate,
alienate, assign,
sell, pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by
Section 8 above, or if any creditor shall attempt to subject the same to a writ
of garnishment,
attachment, execution, sequestration, or any other form of process or
involuntary lien or seizure,
then such right or benefit shall cease and terminate.
27. Prerequisites to Benefits. Neither the Participant, nor any
person claiming
through the Participant, shall have any right or interest in the Restricted
Stock awarded hereunder,
unless and until all the terms, conditions and provisions of this Agreement and
the Plan which
affect the Participant or such other person shall have been complied with as
specified herein.
28. Rights as a Stockholder. Subject to the limitations and
restrictions contained
herein, the Participant (or Beneficiary) shall have all rights as a stockholder
with respect to the
shares of Restricted Stock once such shares have been registered in his name
hereunder.
29. Successors and Assigns. This Agreement shall bind and inure to
the benefit
of and be enforceable by the Participant, the Company and their respective
permitted successors
and assigns (including personal representatives, heirs and legatees), except
that the Participant
may not assign any rights or obligations under this Agreement except to the
extent and in the
manner expressly permitted herein.
30. The Committee shall have sole and complete discretion in the
interpretation
of this Agreement and the determination of the Committee shall be final and
binding on the
Participant except in the case of bad faith or willful misconduct.
31. Governing Law. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Delaware.
32. Gender and Number. Whenever the context requires or permits, the
gender
and number of words shall be interchangeable.
This Agreement is executed and delivered, in duplicate, pursuant to the
Plan, the
provisions of which are incorporated herein by reference.
Dated: June 18, 1998.
OCEANEERING INTERNATIONAL, INC.
By //s//
Xxxxxx X. Xxxxxxxxxxx, Xx.
Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
//s//
T. XXX XXXXXXX
Award No. B-112 3,624 Shares
OCEANEERING INTERNATIONAL, INC.
FY98 BONUS RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT is made as of the date set forth on the signature page
hereof,
between Oceaneering International, Inc., a Delaware corporation (the
"Company"), and
M. XXXXX XxXXXX (the "Participant"). Except as defined herein,
capitalized terms shall
have the same meaning ascribed to them under the 1996 Incentive Plan of
Oceaneering
International, Inc., as from time to time amended, a copy of which is attached
hereto and made a
part hereof for all purposes (the "Plan"). To the extent that any provision of
this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms
of the Plan shall control and, if necessary, the applicable provisions of this
Agreement shall be
hereby deemed amended so as to carry out the purpose and intent of the Plan.
33. Definitions. As used herein, the terms set forth below shall have
the
following respective meanings:
(a) "Change in Control" means, with respect to the Company, if (i) a
third person,
including a "group" as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, becomes
the beneficial owner of shares of the Company having 30 percent or more of the
total number of
votes that may be cast for the election of directors of the Company, or (ii) as
the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale
of assets or contested election or any combination of the foregoing transactions
(a "Transaction"),
the persons who were directors of the Company before the Transaction shall cease
to constitute
a majority of the Board of Directors of the Company or of any successor to the
Company. Without
limiting the foregoing, no "Change of Control" shall be deemed to have taken
place for the
purposes of this Agreement, if a person or persons is appointed or elected as a
member(s) of the
Board as a result of or in connection with a Transaction or other event unless
item (i) or (ii) above
shall also have occurred.
(b) "Closing Stock Price" means, with respect to common stock on a
particular
date, (i) if the shares of common stock are listed on a national securities
exchange, the last sale
price per share of common stock on any such national securities exchange on that
date, or, if there
shall have been no such sale so reported on that date, on the last preceding
date on which such
a sale was so reported and, (ii) if the shares of Common Stock are not so listed
but are quoted in
the NASDAQ National Market System, the last sale price per share of shares of
common stock
reported on the NASDAQ National Market System on that date, or, if there shall
have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported.
(c) "Disability" means a physical or mental impairment of sufficient
severity that,
in the opinion of a physician selected by the Company, the Participant is unable
to fulfill his duties.
34. Award. As an FY98 Bonus Award and in consideration of the
covenants and
promises of the Participant herein contained, pursuant to action taken by the
Committee on June
18, 1998 (the "Date of Grant"), the Company hereby awards to the Participant as
of the Date of
Grant a total of 3,624 shares of Common Stock, pursuant to the Plan,
subject to the
conditions and restrictions set forth below and in the Plan (the "Restricted
Stock").
35. Restrictions on Transfer. The shares of Restricted Stock granted
hereunder
to the Participant may not be sold, assigned, transferred, pledged or otherwise
encumbered from
the Date of Grant until said shares shall have become vested and not otherwise
subject to forfeiture
(and restrictions terminated thereon) in accordance with the provisions of this
Paragraph 3. (The
period of time between the Date of Grant and the vesting of shares of Restricted
Stock shall be
referred to herein as the "Restricted Period" as to those shares of stock.)
The shares of Restricted
Stock shall be treated as described below for purposes of vesting and other
terms and conditions
of this Agreement:
(a) Vesting of Common Stock: The shares of the Restricted Stock shall
vest
25% on June 26, 1998, 25% on June 25, 1999, 25% on June 23, 2000 and 25% on June
22, 2001.
Upon termination of a Participant's employment (with or without cause,
voluntary, involuntary or for
any reason whatsoever except as provided in Sections 3(c) and 3(d)), all
Restricted Stock for which
the conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the
date of such termination of employment shall be forfeited.
(b) Tax Reimbursement: Within 10 days after the expiration of the
Restricted
Period with respect to a particular share of Restricted Stock, the Company shall
pay to the
Participant an amount sufficient to provide for the payment of all United States
federal income
taxes imposed with respect to Participant's acquisition of such share, as well
as an amount
sufficient to reimburse Participant for the tax obligation on such amounts so
that Participant is paid
an amount as a tax assistance payment by the Company sufficient to fund all of
his income taxes
on both the share of Restricted Stock and the tax assistance payment. In the
event the Participant
is not at the time a tax assistance payment is to be made subject to United
States income tax, such
tax assistance payment shall be computed by reference to the income tax of the
laws of the country
to which the participant is subject; provided, however, that such tax assistance
payment shall not
exceed the amount that would have been payable if the Participant were subject
solely to United
States income tax. No United States state (or equivalent foreign) income taxes
will be considered
in determining tax assistance payments. The Committee shall have sole and
complete discretion
in the calculation of tax assistance payments, and the determination of the
Committee shall be final
and binding on the Participant except in the case of bad faith or willful
misconduct. In computing
the tax assistance payment, it shall be assumed that the Participant is at the
maximum marginal
tax rate for individual taxpayers. Subject to Section 3(c), in the event a
Participant sells any share
of Restricted Stock within three years after expiration of the Restricted Period
with respect to such
Restricted Stock, the Participant shall immediately pay to the Company the
amount of the tax
assistance payment previously received by the Participant from the Company with
respect to such
share.
(c) Effect of Change in Control: In the event a Change in Control
occurs prior
to the time that the conditions of paragraph (b) above have been satisfied with
respect to a share
of Restricted Stock, and upon such Change in Control, the requirements of
paragraph (b) above
shall be deemed to have been satisfied on the the date of such Change of Control
, and tax
assistance payments shall be made with respect to such shares within 10 days
thereafter.
(d) Effect of Death or Disability. In the event of the death or
Disability of the
Participant while employed by the Company, the conditions of paragraph (b) above
shall be
deemed immediately satisfied and tax assistance payments shall be made by
Company to the
Participants with respect to such event within 30 days thereafter.
(e) Dividends: Dividends (other than dividends in capital stock) with
respect to
shares of Restricted Stock shall be paid to the Participant without regard to
the restrictions
otherwise applicable to such shares. Dividends in capital stock of the Company
shall accumulate
and be associated with the Restricted Stock to which they relate and shall vest
at the time such
Restricted Stock vests.
(f) Voting of Common Stock: A Participant shall have the right to
exercise any
voting rights appurtenant to Restricted Stock without regard to any restrictions
otherwise imposed
by reason of this Agreement.
36. Code Section 83(b) Election. The Participant shall not make an
election,
under Code Section 83(b), to include in income the fair market value of the
Restricted Stock in
respect of this award of Restricted Stock on the Date of Grant.
37. Sale of Restricted Stock. The Participant shall not sell
Restricted Stock
except pursuant to an effective registration statement under the Securities Act
of 1933 (or pursuant
to an exemption from registration under such act), and the Participant hereby
represents that he
is acquiring the Restricted Stock for his own account and not with a view to the
distribution thereof.
38. Escrow of Certificates. The certificates representing shares of
Restricted
Stock shall be registered in the name of the Participant and deposited, together
with a stock power
endorsed by the Participant in blank, with the Corporate Secretary of the
Company during the
Restricted Period. Each such certificate shall bear a legend as provided by the
Company,
conspicuously referring to the terms, conditions and restrictions described in
the Plan and in this
Agreement. Subject to the provisions of Section 7 below, upon termination of
the Restricted Period
with respect to shares of Restricted Stock, a certificate representing such
shares shall be delivered
to the Participant as promptly as practicable following such termination.
39. Withholding of Taxes. No certificates representing the shares of
Restricted
Stock shall be delivered to the Participant by the Company unless the
Participant (or Beneficiary,
as defined in Section 8 below) remits to the Company the amount of all federal,
state and other
governmental withholding tax requirements imposed upon the Company with respect
to the
issuance of such shares or unless provisions to so pay such withholding
requirements have been
made to the satisfaction of the Committee.
40. Beneficiary Designations. The Participant may file with the
Corporate
Secretary of the Company a designation of one or more beneficiaries (each a
"Beneficiary") to
whom shares otherwise due the Participant shall be distributed in the event of
the death of the
Participant while in the employ of the Company. The Participant shall have the
right to change the
Beneficiary or Beneficiaries from time to time; provided, however, that any
change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any
designated Beneficiary survives the Participant but dies before receiving all of
his benefits
hereunder, any remaining benefits due him shall be distributed to the deceased
Beneficiary's
estate. If there is no effective Beneficiary designation on file at the time of
the Participant's death,
or if the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the
payment of any remaining benefits shall be made to the Participant's estate. In
the event of any
dispute, the Company shall be fully protected and discharged of its obligations
under this
Agreement if it delivers the shares otherwise due a Participant to the probate
court administering
his estate.
41. Limitation of Rights. Nothing in this Agreement or the Plan shall
be
construed to:
(a) give the Participant any right to be awarded any Restricted Stock
other than
in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in any fund
or in any
specified asset or assets of the Company or any affiliate of the Company; or
(c) confer upon the Participant the right to continue in the
employment or service
of the Company or any affiliate of the Company, or affect the right of the
Company or any affiliate
of the Company to terminate the employment or service of the Participant at any
time or for any
reason.
The Committee shall have the discretion to make determinations under
this
Agreement and Plan, and such determinations shall be final and binding on the
Participant except
in the case of bad faith and willful misconduct.
42. Nonalienation of Benefits. Except as contemplated by Section 8
above, no
right or benefit under this Agreement shall be subject to transfer, anticipation
, alienation, sale,
assignment, pledge, encumbrance or charge, whether voluntary, involuntary, or by
operation of law,
and any attempt to transfer, anticipate, alienate, sell, assign, pledge,
encumber or charge the same
shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any
debts, contracts, liabilities or torts of the person entitled to such benefits.
If the Participant or his
Beneficiary hereunder shall become bankrupt or attempt to transfer, anticipate,
alienate, assign,
sell, pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by
Section 8 above, or if any creditor shall attempt to subject the same to a writ
of garnishment,
attachment, execution, sequestration, or any other form of process or
involuntary lien or seizure,
then such right or benefit shall cease and terminate.
43. Prerequisites to Benefits. Neither the Participant, nor any
person claiming
through the Participant, shall have any right or interest in the Restricted
Stock awarded hereunder,
unless and until all the terms, conditions and provisions of this Agreement and
the Plan which
affect the Participant or such other person shall have been complied with as
specified herein.
44. Rights as a Stockholder. Subject to the limitations and
restrictions contained
herein, the Participant (or Beneficiary) shall have all rights as a stockholder
with respect to the
shares of Restricted Stock once such shares have been registered in his name
hereunder.
45. Successors and Assigns. This Agreement shall bind and inure to
the benefit
of and be enforceable by the Participant, the Company and their respective
permitted successors
and assigns (including personal representatives, heirs and legatees), except
that the Participant
may not assign any rights or obligations under this Agreement except to the
extent and in the
manner expressly permitted herein.
46. The Committee shall have sole and complete discretion in the
interpretation
of this Agreement and the determination of the Committee shall be final and
binding on the
Participant except in the case of bad faith or willful misconduct.
47. Governing Law. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Delaware.
48. Gender and Number. Whenever the context requires or permits, the
gender
and number of words shall be interchangeable.
This Agreement is executed and delivered, in duplicate, pursuant to the
Plan, the
provisions of which are incorporated herein by reference.
Dated: June 18, 1998.
OCEANEERING INTERNATIONAL, INC.
By //s//
Xxxxxx X. Xxxxxxxxxxx, Xx.
Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
//s//
M. XXXXX XxXXXX
Award No. B-111 1,200 Shares
OCEANEERING INTERNATIONAL, INC.
FY98 BONUS RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT is made as of the date set forth on the signature page
hereof,
between Oceaneering International, Inc., a Delaware corporation (the
"Company"), and
XXXXXX X. XXXXXX (the "Participant"). Except as defined herein,
capitalized terms shall
have the same meaning ascribed to them under the 1996 Incentive Plan of
Oceaneering
International, Inc., as from time to time amended, a copy of which is attached
hereto and made a
part hereof for all purposes (the "Plan"). To the extent that any provision of
this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms
of the Plan shall control and, if necessary, the applicable provisions of this
Agreement shall be
hereby deemed amended so as to carry out the purpose and intent of the Plan.
49. Definitions. As used herein, the terms set forth below shall have
the
following respective meanings:
(a) "Change in Control" means, with respect to the Company, if (i) a
third person,
including a "group" as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, becomes
the beneficial owner of shares of the Company having 30 percent or more of the
total number of
votes that may be cast for the election of directors of the Company, or (ii) as
the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale
of assets or contested election or any combination of the foregoing transactions
(a "Transaction"),
the persons who were directors of the Company before the Transaction shall cease
to constitute
a majority of the Board of Directors of the Company or of any successor to the
Company. Without
limiting the foregoing, no "Change of Control" shall be deemed to have taken
place for the
purposes of this Agreement, if a person or persons is appointed or elected as a
member(s) of the
Board as a result of or in connection with a Transaction or other event unless
item (i) or (ii) above
shall also have occurred.
(b) "Closing Stock Price" means, with respect to common stock on a
particular
date, (i) if the shares of common stock are listed on a national securities
exchange, the last sale
price per share of common stock on any such national securities exchange on that
date, or, if there
shall have been no such sale so reported on that date, on the last preceding
date on which such
a sale was so reported and, (ii) if the shares of Common Stock are not so listed
but are quoted in
the NASDAQ National Market System, the last sale price per share of shares of
common stock
reported on the NASDAQ National Market System on that date, or, if there shall
have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported.
(c) "Disability" means a physical or mental impairment of sufficient
severity that,
in the opinion of a physician selected by the Company, the Participant is unable
to fulfill his duties.
50. Award. As an FY98 Bonus Award and in consideration of the
covenants and
promises of the Participant herein contained, pursuant to action taken by the
Committee on June
18, 1998 (the "Date of Grant"), the Company hereby awards to the Participant as
of the Date of
Grant a total of 1,200 shares of Common Stock, pursuant to the Plan,
subject to the
conditions and restrictions set forth below and in the Plan (the "Restricted
Stock").
51. Restrictions on Transfer. The shares of Restricted Stock granted
hereunder
to the Participant may not be sold, assigned, transferred, pledged or otherwise
encumbered from
the Date of Grant until said shares shall have become vested and not otherwise
subject to forfeiture
(and restrictions terminated thereon) in accordance with the provisions of this
Paragraph 3. (The
period of time between the Date of Grant and the vesting of shares of Restricted
Stock shall be
referred to herein as the "Restricted Period" as to those shares of stock.)
The shares of Restricted
Stock shall be treated as described below for purposes of vesting and other
terms and conditions
of this Agreement:
(a) Vesting of Common Stock: The shares of the Restricted Stock shall
vest
25% on June 26, 1998, 25% on June 25, 1999, 25% on June 23, 2000 and 25% on June
22, 2001.
Upon termination of a Participant's employment (with or without cause, voluntary
, involuntary or for
any reason whatsoever except as provided in Sections 3(c) and 3(d)), all
Restricted Stock for which
the conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the
date of such termination of employment shall be forfeited.
(b) Tax Reimbursement: Within 10 days after the expiration of the
Restricted
Period with respect to a particular share of Restricted Stock, the Company shall
pay to the
Participant an amount sufficient to provide for the payment of all United States
federal income
taxes imposed with respect to Participant's acquisition of such share, as well
as an amount
sufficient to reimburse Participant for the tax obligation on such amounts so
that Participant is paid
an amount as a tax assistance payment by the Company sufficient to fund all of
his income taxes
on both the share of Restricted Stock and the tax assistance payment. In the
event the Participant
is not at the time a tax assistance payment is to be made subject to United
States income tax, such
tax assistance payment shall be computed by reference to the income tax of the
laws of the country
to which the participant is subject; provided, however, that such tax assistance
payment shall not
exceed the amount that would have been payable if the Participant were subject
solely to United
States income tax. No United States state (or equivalent foreign) income taxes
will be considered
in determining tax assistance payments. The Committee shall have sole and
complete discretion
in the calculation of tax assistance payments, and the determination of the
Committee shall be final
and binding on the Participant except in the case of bad faith or willful
misconduct. In computing
the tax assistance payment, it shall be assumed that the Participant is at the
maximum marginal
tax rate for individual taxpayers. Subject to Section 3(c), in the event a
Participant sells any share
of Restricted Stock within three years after expiration of the Restricted Period
with respect to such
Restricted Stock, the Participant shall immediately pay to the Company the
amount of the tax
assistance payment previously received by the Participant from the Company with
respect to such
share.
(c) Effect of Change in Control: In the event a Change in Control
occurs prior
to the time that the conditions of paragraph (b) above have been satisfied with
respect to a share
of Restricted Stock, and upon such Change in Control, the requirements of
paragraph (b) above
shall be deemed to have been satisfied on the the date of such Change of Control
, and tax
assistance payments shall be made with respect to such shares within 10 days
thereafter.
(d) Effect of Death or Disability. In the event of the death or
Disability of the
Participant while employed by the Company, the conditions of paragraph (b) above
shall be
deemed immediately satisfied and tax assistance payments shall be made by
Company to the
Participants with respect to such event within 30 days thereafter.
(e) Dividends: Dividends (other than dividends in capital stock) with
respect to
shares of Restricted Stock shall be paid to the Participant without regard to
the restrictions
otherwise applicable to such shares. Dividends in capital stock of the Company
shall accumulate
and be associated with the Restricted Stock to which they relate and shall vest
at the time such
Restricted Stock vests.
(f) Voting of Common Stock: A Participant shall have the right to
exercise any
voting rights appurtenant to Restricted Stock without regard to any restrictions
otherwise imposed
by reason of this Agreement.
52. Code Section 83(b) Election. The Participant shall not make an
election,
under Code Section 83(b), to include in income the fair market value of the
Restricted Stock in
respect of this award of Restricted Stock on the Date of Grant.
53. Sale of Restricted Stock. The Participant shall not sell
Restricted Stock
except pursuant to an effective registration statement under the Securities Act
of 1933 (or pursuant
to an exemption from registration under such act), and the Participant hereby
represents that he
is acquiring the Restricted Stock for his own account and not with a view to the
distribution thereof.
54. Escrow of Certificates. The certificates representing shares of
Restricted
Stock shall be registered in the name of the Participant and deposited, together
with a stock power
endorsed by the Participant in blank, with the Corporate Secretary of the
Company during the
Restricted Period. Each such certificate shall bear a legend as provided by the
Company,
conspicuously referring to the terms, conditions and restrictions described in
the Plan and in this
Agreement. Subject to the provisions of Section 7 below, upon termination of
the Restricted Period
with respect to shares of Restricted Stock, a certificate representing such
shares shall be delivered
to the Participant as promptly as practicable following such termination.
55. Withholding of Taxes. No certificates representing the shares of
Restricted
Stock shall be delivered to the Participant by the Company unless the
Participant (or Beneficiary,
as defined in Section 8 below) remits to the Company the amount of all federal,
state and other
governmental withholding tax requirements imposed upon the Company with respect
to the
issuance of such shares or unless provisions to so pay such withholding
requirements have been
made to the satisfaction of the Committee.
56. Beneficiary Designations. The Participant may file with the
Corporate
Secretary of the Company a designation of one or more beneficiaries (each a
"Beneficiary") to
whom shares otherwise due the Participant shall be distributed in the event of
the death of the
Participant while in the employ of the Company. The Participant shall have the
right to change the
Beneficiary or Beneficiaries from time to time; provided, however, that any
change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any
designated Beneficiary survives the Participant but dies before receiving all of
his benefits
hereunder, any remaining benefits due him shall be distributed to the deceased
Beneficiary's
estate. If there is no effective Beneficiary designation on file at the time of
the Participant's death,
or if the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the
payment of any remaining benefits shall be made to the Participant's estate. In
the event of any
dispute, the Company shall be fully protected and discharged of its obligations
under this
Agreement if it delivers the shares otherwise due a Participant to the probate
court administering
his estate.
57. Limitation of Rights. Nothing in this Agreement or the Plan shall
be
construed to:
(a) give the Participant any right to be awarded any Restricted Stock
other than
in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in any fund
or in any
specified asset or assets of the Company or any affiliate of the Company; or
(c) confer upon the Participant the right to continue in the
employment or service
of the Company or any affiliate of the Company, or affect the right of the
Company or any affiliate
of the Company to terminate the employment or service of the Participant at any
time or for any
reason.
The Committee shall have the discretion to make determinations under
this
Agreement and Plan, and such determinations shall be final and binding on the
Participant except
in the case of bad faith and willful misconduct.
58. Nonalienation of Benefits. Except as contemplated by Section 8
above, no
right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, whether voluntary, involuntary, or
by operation of law,
and any attempt to transfer, anticipate, alienate, sell, assign, pledge,
encumber or charge the same
shall be void. No right or benefit hereunder shall in any manner be liable for
or subject to any
debts, contracts, liabilities or torts of the person entitled to such benefits.
If the Participant or his
Beneficiary hereunder shall become bankrupt or attempt to transfer, anticipate,
alienate, assign,
sell, pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by
Section 8 above, or if any creditor shall attempt to subject the same to a writ
of garnishment,
attachment, execution, sequestration, or any other form of process or
involuntary lien or seizure,
then such right or benefit shall cease and terminate.
59. Prerequisites to Benefits. Neither the Participant, nor any
person claiming
through the Participant, shall have any right or interest in the Restricted
Stock awarded hereunder,
unless and until all the terms, conditions and provisions of this Agreement and
the Plan which
affect the Participant or such other person shall have been complied with as
specified herein.
60. Rights as a Stockholder. Subject to the limitations and
restrictions contained
herein, the Participant (or Beneficiary) shall have all rights as a stockholder
with respect to the
shares of Restricted Stock once such shares have been registered in his name
hereunder.
61. Successors and Assigns. This Agreement shall bind and inure to
the benefit
of and be enforceable by the Participant, the Company and their respective
permitted successors
and assigns (including personal representatives, heirs and legatees), except
that the Participant
may not assign any rights or obligations under this Agreement except to the
extent and in the
manner expressly permitted herein.
62. The Committee shall have sole and complete discretion in the
interpretation
of this Agreement and the determination of the Committee shall be final and
binding on the
Participant except in the case of bad faith or willful misconduct.
63. Governing Law. This Agreement shall be governed by, construed
and
enforced in accordance with the laws of the State of Delaware.
64. Gender and Number. Whenever the context requires or permits, the
gender
and number of words shall be interchangeable.
This Agreement is executed and delivered, in duplicate, pursuant to
the Plan, the
provisions of which are incorporated herein by reference.
Dated: June 18, 1998.
OCEANEERING INTERNATIONAL, INC.
By //s//
Xxxxxx X. Xxxxxxxxxxx, Xx.
Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
//s//
XXXXXX X. XXXXXX
Award No. B-113 3,344 Shares
OCEANEERING INTERNATIONAL, INC.
FY98 BONUS RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT is made as of the date set forth on the signature page
hereof,
between Oceaneering International, Inc., a Delaware corporation (the
"Company"), and
XXXXXX X. XXXXXXXXXXX, XX. (the "Participant"). Except as
defined herein,
capitalized terms shall have the same meaning ascribed to them under the 1996
Incentive Plan of
Oceaneering International, Inc., as from time to time amended, a copy of which
is attached hereto
and made a part hereof for all purposes (the "Plan"). To the extent that any
provision of this
Agreement conflicts with the express terms of the Plan, it is hereby
acknowledged and agreed that
the terms of the Plan shall control and, if necessary, the applicable
provisions of this Agreement
shall be hereby deemed amended so as to carry out the purpose and intent of the
Plan.
65. Definitions. As used herein, the terms set forth below shall
have the
following respective meanings:
(a) "Change in Control" means, with respect to the Company, if (i) a
third person,
including a "group" as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, becomes
the beneficial owner of shares of the Company having 30 percent or more of the
total number of
votes that may be cast for the election of directors of the Company, or (ii) as
the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale
of assets or contested election or any combination of the foregoing
transactions (a "Transaction"),
the persons who were directors of the Company before the Transaction shall
cease to constitute
a majority of the Board of Directors of the Company or of any successor to the
Company. Without
limiting the foregoing, no "Change of Control" shall be deemed to have taken
place for the
purposes of this Agreement, if a person or persons is appointed or elected as a
member(s) of the
Board as a result of or in connection with a Transaction or other event unless
item (i) or (ii) above
shall also have occurred.
(b) "Closing Stock Price" means, with respect to common stock on a
particular
date, (i) if the shares of common stock are listed on a national securities
exchange, the last sale
price per share of common stock on any such national securities exchange on
that date, or, if there
shall have been no such sale so reported on that date, on the last preceding
date on which such
a sale was so reported and, (ii) if the shares of Common Stock are not so
listed but are quoted in
the NASDAQ National Market System, the last sale price per share of shares of
common stock
reported on the NASDAQ National Market System on that date, or, if there shall
have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported.
(c) "Disability" means a physical or mental impairment of sufficient
severity that,
in the opinion of a physician selected by the Company, the Participant is
unable to fulfill his duties.
66. Award. As an FY98 Bonus Award and in consideration of the
covenants and
promises of the Participant herein contained, pursuant to action taken by the
Committee on June
18, 1998 (the "Date of Grant"), the Company hereby awards to the Participant as
of the Date of
Grant a total of 3,344 shares of Common Stock, pursuant to the Plan,
subject to the
conditions and restrictions set forth below and in the Plan (the "Restricted
Stock").
67. Restrictions on Transfer. The shares of Restricted Stock granted
hereunder
to the Participant may not be sold, assigned, transferred, pledged or otherwise
encumbered from
the Date of Grant until said shares shall have become vested and not otherwise
subject to forfeiture
(and restrictions terminated thereon) in accordance with the provisions of this
Paragraph 3. (The
period of time between the Date of Grant and the vesting of shares of
Restricted Stock shall be
referred to herein as the "Restricted Period" as to those shares of stock.)
The shares of Restricted
Stock shall be treated as described below for purposes of vesting and other
terms and conditions
of this Agreement:
(a) Vesting of Common Stock: The shares of the Restricted Stock
shall vest
25% on June 26, 1998, 25% on June 25, 1999, 25% on June 23, 2000 and 25% on
June 22, 2001.
Upon termination of a Participant's employment (with or without cause,
voluntary, involuntary or for
any reason whatsoever except as provided in Sections 3(c) and 3(d)), all
Restricted Stock for which
the conditions of the applicable provisions of this paragraph (a) have not
been satisfied as of the
date of such termination of employment shall be forfeited.
(b) Tax Reimbursement: Within 10 days after the expiration of the
Restricted
Period with respect to a particular share of Restricted Stock, the Company
shall pay to the
Participant an amount sufficient to provide for the payment of all United
States federal income
taxes imposed with respect to Participant's acquisition of such share, as well
as an amount
sufficient to reimburse Participant for the tax obligation on such amounts so
that Participant is paid
an amount as a tax assistance payment by the Company sufficient to fund all of
his income taxes
on both the share of Restricted Stock and the tax assistance payment. In the
event the Participant
is not at the time a tax assistance payment is to be made subject to United
States income tax, such
tax assistance payment shall be computed by reference to the income tax of the
laws of the country
to which the participant is subject; provided, however, that such tax
assistance payment shall not
exceed the amount that would have been payable if the Participant were subject
solely to United
States income tax. No United States state (or equivalent foreign) income taxes
will be considered
in determining tax assistance payments. The Committee shall have sole and
complete discretion
in the calculation of tax assistance payments, and the determination of the
Committee shall be final
and binding on the Participant except in the case of bad faith or willful
misconduct. In computing
the tax assistance payment, it shall be assumed that the Participant is at the
maximum marginal
tax rate for individual taxpayers. Subject to Section 3(c), in the event a
Participant sells any share
of Restricted Stock within three years after expiration of the Restricted
Period with respect to such
Restricted Stock, the Participant shall immediately pay to the Company the
amount of the tax
assistance payment previously received by the Participant from the Company with
respect to such
share.
(c) Effect of Change in Control: In the event a Change in Control
occurs prior
to the time that the conditions of paragraph (b) above have been satisfied with
respect to a share
of Restricted Stock, and upon such Change in Control, the requirements of
paragraph (b) above
shall be deemed to have been satisfied on the the date of such Change of
Control, and tax
assistance payments shall be made with respect to such shares within 10 days
thereafter.
(d) Effect of Death or Disability. In the event of the death or
Disability of the
Participant while employed by the Company, the conditions of paragraph (b)
above shall be
deemed immediately satisfied and tax assistance payments shall be made by
Company to the
Participants with respect to such event within 30 days thereafter.
(e) Dividends: Dividends (other than dividends in capital stock)
with respect to
shares of Restricted Stock shall be paid to the Participant without regard to
the restrictions
otherwise applicable to such shares. Dividends in capital stock of the Company
shall accumulate
and be associated with the Restricted Stock to which they relate and shall vest
at the time such
Restricted Stock vests.
(f) Voting of Common Stock: A Participant shall have the right to
exercise any
voting rights appurtenant to Restricted Stock without regard to any
restrictions otherwise imposed
by reason of this Agreement.
68. Code Section 83(b) Election. The Participant shall not make an
election,
under Code Section 83(b), to include in income the fair market value of the
Restricted Stock in
respect of this award of Restricted Stock on the Date of Grant.
69. Sale of Restricted Stock. The Participant shall not sell
Restricted Stock
except pursuant to an effective registration statement under the Securities Act
of 1933 (or pursuant
to an exemption from registration under such act), and the Participant hereby
represents that he
is acquiring the Restricted Stock for his own account and not with a view to
the distribution thereof.
70. Escrow of Certificates. The certificates representing shares of
Restricted
Stock shall be registered in the name of the Participant and deposited,
together with a stock power
endorsed by the Participant in blank, with the Corporate Secretary of the
Company during the
Restricted Period. Each such certificate shall bear a legend as provided by
the Company,
conspicuously referring to the terms, conditions and restrictions described in
the Plan and in this
Agreement. Subject to the provisions of Section 7 below, upon termination of
the Restricted Period
with respect to shares of Restricted Stock, a certificate representing such
shares shall be delivered
to the Participant as promptly as practicable following such termination.
71. Withholding of Taxes. No certificates representing the shares of
Restricted
Stock shall be delivered to the Participant by the Company unless the
Participant (or Beneficiary,
as defined in Section 8 below) remits to the Company the amount of all federal,
state and other
governmental withholding tax requirements imposed upon the Company with respect
to the
issuance of such shares or unless provisions to so pay such withholding
requirements have been
made to the satisfaction of the Committee.
72. Beneficiary Designations. The Participant may file with the
Corporate
Secretary of the Company a designation of one or more beneficiaries (each a
"Beneficiary") to
whom shares otherwise due the Participant shall be distributed in the event of
the death of the
Participant while in the employ of the Company. The Participant shall have the
right to change the
Beneficiary or Beneficiaries from time to time; provided, however, that any
change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any
designated Beneficiary survives the Participant but dies before receiving all
of his benefits
hereunder, any remaining benefits due him shall be distributed to the deceased
Beneficiary's
estate. If there is no effective Beneficiary designation on file at the time
of the Participant's death,
or if the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the
payment of any remaining benefits shall be made to the Participant's estate.
In the event of any
dispute, the Company shall be fully protected and discharged of its obligations
under this
Agreement if it delivers the shares otherwise due a Participant to the probate
court administering
his estate.
73. Limitation of Rights. Nothing in this Agreement or the Plan
shall be
construed to:
(a) give the Participant any right to be awarded any Restricted Stock
other than
in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in any fund
or in any
specified asset or assets of the Company or any affiliate of the Company; or
(c) confer upon the Participant the right to continue in the
employment or service
of the Company or any affiliate of the Company, or affect the right of the
Company or any affiliate
of the Company to terminate the employment or service of the Participant at any
time or for any
reason.
The Committee shall have the discretion to make determinations under
this
Agreement and Plan, and such determinations shall be final and binding on the
Participant except
in the case of bad faith and willful misconduct.
74. Nonalienation of Benefits. Except as contemplated by Section 8
above, no
right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, whether voluntary, involuntary, or
by operation of law,
and any attempt to transfer, anticipate, alienate, sell, assign, pledge,
encumber or charge the same
shall be void. No right or benefit hereunder shall in any manner be liable for
or subject to any
debts, contracts, liabilities or torts of the person entitled to such benefits.
If the Participant or his
Beneficiary hereunder shall become bankrupt or attempt to transfer, anticipate,
alienate, assign,
sell, pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by
Section 8 above, or if any creditor shall attempt to subject the same to a writ
of garnishment,
attachment, execution, sequestration, or any other form of process or
involuntary lien or seizure,
then such right or benefit shall cease and terminate.
75. Prerequisites to Benefits. Neither the Participant, nor any
person claiming
through the Participant, shall have any right or interest in the Restricted
Stock awarded hereunder,
unless and until all the terms, conditions and provisions of this Agreement and
the Plan which
affect the Participant or such other person shall have been complied with as
specified herein.
76. Rights as a Stockholder. Subject to the limitations and
restrictions contained
herein, the Participant (or Beneficiary) shall have all rights as a stockholder
with respect to the
shares of Restricted Stock once such shares have been registered in his name
hereunder.
77. Successors and Assigns. This Agreement shall bind and inure to
the benefit
of and be enforceable by the Participant, the Company and their respective
permitted successors
and assigns (including personal representatives, heirs and legatees), except
that the Participant
may not assign any rights or obligations under this Agreement except to the
extent and in the
manner expressly permitted herein.
78. The Committee shall have sole and complete discretion in the
interpretation
of this Agreement and the determination of the Committee shall be final and
binding on the
Participant except in the case of bad faith or willful misconduct.
79. Governing Law. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Delaware.
80. Gender and Number. Whenever the context requires or permits, the
gender
and number of words shall be interchangeable.
This Agreement is executed and delivered, in duplicate, pursuant to
the Plan, the
provisions of which are incorporated herein by reference.
Dated: June 18, 1998.
OCEANEERING INTERNATIONAL, INC.
By //s//
Xxxx X. Xxxx
President and Chief Executive Officer
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
//s//
XXXXXX X. XXXXXXXXXXX, XX.
