EXHIBIT 10.05
02-IP (1 of 5)
Option No. S-105 50,000 Shares
NONQUALIFIED STOCK OPTION AWARD AGREEMENT
OCEANEERING INTERNATIONAL, INC. (the "Company") hereby grants on
SEPTEMBER 13, 2002 to ▇▇▇▇ ▇. ▇▇▇▇ (the "Optionee"), an employee of the Company
or one of its subsidiaries, the Nonqualified Option to purchase from the Company
up to but not exceeding in the aggregate 50,000 shares of Common Stock, par
value $0.25 per share, of the Company at $ 24.99 per share, such number of
shares and such price per share being subject to adjustment as provided in the
2002 Incentive Plan of Oceaneering International, Inc. as amended from time to
time (the "Plan"), and further subject to the following terms and conditions:
1. This Option is issued in accordance with and subject to all of the
terms, conditions and provisions of the Plan and administrative interpretations
thereunder, if any, which have been adopted by the Committee designated by the
Board of Directors of the Company (the "Committee") and are in effect on the
date hereof.
2. (a) This Option shall not be exercisable until the following
requirements of continued employment with the Company or any parent or
subsidiary of the Company immediately following the date this Option is granted
are met, and thereafter shall vest and be exercisable as follows:
(i) After six (6) months of such continued employment (on
or after MARCH 13, 2003), this Option shall be
exercisable for a number of shares equaling
twenty-five percent (25%) of the aggregate number of
shares subject to this Option;
(ii) After one (1) year of such continued employment (on
or after SEPTEMBER 13, 2003), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option;
(iii) After two (2) years of such continued employment (on
or after SEPTEMBER 13, 2004), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option; and
(iv) After three (3) years of continued employment (on or
after SEPTEMBER 13, 2005), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option.
02-IP (2 of 5)
(b) If the employment of an Optionee terminates for any reason,
including but not limited to termination of employment by the Company for any
reason, other than those specified in paragraph 2(c), the Option as described in
paragraph 2 shall terminate and be of no force and effect with respect to any
shares not previously purchased by Optionee three (3) months after the date of
termination of employment.
(c) If the employment of an Optionee terminates by reason of:
(i) Death of the Optionee while in the employment of the
Company or any parent or subsidiary of the Company;
(ii) Disability, as determined by the Committee;
(iii) Normal or early retirement under or in accordance with
the retirement plan of the Company or any parent or subsidiary of the
Company in which he is then participating; or
(iv) Resignation from the Company when such resignation is
deemed to be in the best interests of the Company by both the Chief
Executive Officer and the Committee;
the Option as described in paragraph 2 shall terminate and be of no force and
effect with respect to any shares not previously purchased by the Optionee
twelve (12) months after the date of such event.
(d) With respect to purchases after the date of termination of
employment, retirement, death or disability pursuant to paragraphs 2(b) and
2(c), the number of shares purchasable upon such exercise of the Option shall
not in any event otherwise exceed the number which would have been purchasable
at the date of such termination of employment, retirement, death or disability.
(e) Notwithstanding any other provision of this Agreement, unless an
earlier date for termination of the Option is provided in this Agreement, the
Option hereby granted shall terminate and be of no force and effect with respect
to any shares vested in accordance with paragraph 2(a) and not previously taken
up by the Optionee upon the expiration of five (5) years from the date hereof of
the grant of this Option (11:59 p.m. on SEPTEMBER 12, 2007).
3. Any option hereby granted which is not previously taken up by the
Optionee may be canceled by the Committee upon its finding that:
(a) The Optionee's job performance or conduct is detrimental to the
best interests of the Company and its subsidiaries;
(b) The Optionee is engaging directly or indirectly in any business
which, in the judgement of the Chief Executive Officer of the Company or other
senior officer designated by the Committee, is or becomes competitive with the
Company and its subsidiaries, or which is or becomes otherwise prejudicial to or
in conflict with the interests of the Company and its subsidiaries; or
02-IP (3 of 5)
(c) The Optionee, without proper authorization from the Company,
discloses to anyone outside the Company (including its subsidiaries), or uses in
other than the Company's (including its subsidiaries) business, any confidential
information or material relating to the business of the Company and its
subsidiaries, acquired by the Optionee either during or after employment with
the Company and its subsidiaries.
4. The Optionee, his heirs or other legal representatives, shall have
the right to exercise, subject to Committee approval, any then exercisable
portion of the Option hereby granted for shares of the Company's Common Stock
upon the following terms and conditions:
(a) The price at which the shares of Common Stock may be purchased
shall be paid in full through a cashless option exercise transaction involving a
third party such as a broker as permitted by the Committee, or at the time of
exercise in cash or by means of tendering Common Stock, including Restricted
Stock, valued at Fair Market Value on the date of exercise, or any combination
thereof; provided, however, that should all or any part of the shares be
purchased by tendering Common Stock, the following restrictions apply:
(i) In the event shares of Restricted Stock are tendered as
consideration for the exercise of the Option, a number of the shares
issued upon the exercise of the Option equal to the number of shares of
Restricted Stock used as consideration therefor shall be subject to the
same restrictions as the Restricted Stock so submitted plus any
additional restrictions that may be imposed by the Committee; and
(ii) In no event will the tendering of Common Stock be
permitted if, as a result thereof, in the sole judgement of the
Committee, such tendering would result in an earnings charge to the
Company in excess of any charge incurred by the Company if such
exercise price were paid in cash.
(b) The Option hereby granted may be exercised only upon receipt by the
Company of a written notice of such exercise stating the number of shares with
respect to which the Option is being exercised and dated the date of election to
exercise the Option; and, for purposes of the Plan, such date of election shall
be deemed to be the date when such notice is sent by registered or certified
mail, if by mail, or when receipt is acknowledged by the Company, if mailed by
other than registered or certified mail or if delivered by hand or by any
telegraphic communications equipment of the sender or otherwise delivered.
(c) For purposes of this paragraph 4, the Fair Market Value of a share
of the Common Stock of the Company shall be deemed to be:
(i) if the shares of Common Stock are listed on a national
securities exchange, the mean between the highest and lowest sales
price per share of Common Stock on the consolidated transaction
reporting system for the principal national securities exchange on
which shares of Common Stock are listed 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;
(ii) if the shares of Common Stock are not so listed but are
quoted in the Nasdaq National Market, the mean between the highest and
lowest sales price per share of shares of Common Stock reported by the
Nasdaq National Market 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;
02-IP (4 of 5)
(iii) if the Common Stock is not so listed or quoted, the mean
between the closing bid and asked price on that date, or, if there are
no quotations available for such date, on the last preceding date on
which such quotations shall be available, as reported by the Nasdaq
National Market, or, if not reported by the Nasdaq National Market, by
the National Quotation Bureau Incorporated; or
(iv) if shares of Common Stock are not publicly traded, the
most recent value determined by an independent appraiser appointed by
the Company for such purpose.
(d) The Option hereby granted, or any portion thereof, may be exercised
only to the extent that it is exercisable on the date written notice of exercise
is received by the Company.
(e) Neither this Option nor any right to exercise the same to the
Company as contemplated by subparagraph (a) above, shall be assignable or
otherwise transferable except by will or the laws of descent and distribution.
(f) Upon exercise of the Option or any portion thereof for shares of
Common Stock as provided herein, this Option or the portion hereof so exercised
shall thereupon terminate and be of no further force or effect, and the Company
shall have no further obligation to issue and deliver shares of its Common Stock
pursuant hereto.
(g) The obligation of the Company to issue and deliver shares pursuant
to the exercise of this Option shall be subject to all applicable laws, rules
and regulations and to such filings with or approvals by any governmental
agencies or national securities exchanges as may be required and the Optionee
agrees that he will not exercise the Option or any portion granted hereby, and
that the Company will have no obligation to issue Common Stock with respect to
any Option or any portion thereof if the exercise of such Option would
constitute a violation by the Optionee or the Company of any applicable law or
regulation. Furthermore, certificates for shares of Common Stock delivered upon
exercise of the Option may be subject to such transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any securities
exchange upon which the Common Stock is then listed and any applicable federal
and state securities law. The Committee may cause a legend or legends to be put
upon any such certificates to make appropriate reference to such restrictions.
(h) Notwithstanding any provision of this paragraph 4, this Option
shall terminate and be of no force or effect after the date specified by
paragraph 2(e) hereof.
5. Subject to the limitations set forth herein and in the Plan, this
Option may be exercised by written notice mailed to the Company at its principal
office which is presently located at ▇▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Such
written notice shall (a) state the number of shares with respect to which the
Option is being exercised and (b) be accompanied by a cashier's check, bank
draft, cash or money order payable to Oceaneering International, Inc. in the
full amount of the purchase price for any shares being acquired, or, at the
option of the Optionee, accompanied by Common Stock theretofore owned by such
Optionee equal in value to the full amount of the purchase price (or any
combination of cash, check or such Common Stock). For purposes of determining
the amount, if any, of the purchase price satisfied by payment in Common Stock,
such Common Stock shall be valued at its Fair Market Value on the date of
exercise in accordance with the Plan. Any Common Stock delivered in satisfaction
of all or a portion of the Purchase Price shall be appropriately endorsed for
transfer and assignment to the Company. In addition, whether or
02-IP (5 of 5)
not the options and shares covered by the Plan have been registered pursuant to
the Securities Act of 1933, the Company may at its election, require the
Optionee to give a representation in writing that he is acquiring such shares
for his own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.
If any law or regulation requires the Company to take any action with
respect to the shares specified in such notice, the time for delivery thereof,
which would otherwise be as promptly as possible, shall be postponed for the
period of time necessary to take such action.
6. The Optionee's rights under the Plan and this Nonqualified Stock
Option Award Agreement are personal; no assignment or transfer of the Optionee's
rights under and interest in this Option may be made by the Optionee otherwise
than by will or by the laws of descent and distribution; and this Option is
exercisable during his lifetime only by the Optionee.
7. The Company may make such provisions as it may deem appropriate for
the collection or withholding of any taxes which it determines is required in
connection with this Option. However, the Optionee may pay all or any portion of
the taxes required to be withheld by the Company or paid by the Optionee in
connection with the exercise of all or any portion of this Option by electing to
have the Company withhold shares of Stock, or by delivering previously owned
shares of Stock, having a Fair Market Value determined in accordance with the
Plan, equal to the amount required to be withheld or paid. Notwithstanding the
provisions of Paragraphs 5 and 7, in no event will tendering of Common Stock be
permitted if as a result thereof, in the sole judgement of the Company's
independent accountants, such tendering would result in an earnings charge to
the Company in excess of any charge incurred by the Company if such amount were
paid in cash.
OCEANEERING INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
Secretary
This Option has been accepted by the undersigned, subject to the terms
and provisions of the Plan and administrative interpretations thereof
referred to above.
/s/ ▇▇▇▇ ▇. ▇▇▇▇
----------------
Optionee
02-IP (1 of 5)
Option No. S-106 30,000 Shares
NONQUALIFIED STOCK OPTION AWARD AGREEMENT
OCEANEERING INTERNATIONAL, INC. (the "Company") hereby grants on
SEPTEMBER 13, 2002 to T. ▇▇▇ ▇▇▇▇▇▇▇ (the "Optionee"), an employee of the
Company or one of its subsidiaries, the Nonqualified Option to purchase from the
Company up to but not exceeding in the aggregate 30,000 shares of Common Stock,
par value $0.25 per share, of the Company at $ 24.99 per share, such number of
shares and such price per share being subject to adjustment as provided in the
2002 Incentive Plan of Oceaneering International, Inc. as amended from time to
time (the "Plan"), and further subject to the following terms and conditions:
1. This Option is issued in accordance with and subject to all of the
terms, conditions and provisions of the Plan and administrative interpretations
thereunder, if any, which have been adopted by the Committee designated by the
Board of Directors of the Company (the "Committee") and are in effect on the
date hereof.
2. (a) This Option shall not be exercisable until the following
requirements of continued employment with the Company or any parent or
subsidiary of the Company immediately following the date this Option is granted
are met, and thereafter shall vest and be exercisable as follows:
(i) After six (6) months of such continued employment (on
or after MARCH 13, 2003), this Option shall be
exercisable for a number of shares equaling
twenty-five percent (25%) of the aggregate number of
shares subject to this Option;
(ii) After one (1) year of such continued employment (on
or after SEPTEMBER 13, 2003), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option;
(iii) After two (2) years of such continued employment (on
or after SEPTEMBER 13, 2004), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option; and
(iv) After three (3) years of continued employment (on or
after SEPTEMBER 13, 2005), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option.
02-IP (2 of 5)
(b) If the employment of an Optionee terminates for any reason,
including but not limited to termination of employment by the Company for any
reason, other than those specified in paragraph 2(c), the Option as described in
paragraph 2 shall terminate and be of no force and effect with respect to any
shares not previously purchased by Optionee three (3) months after the date of
termination of employment.
(c) If the employment of an Optionee terminates by reason of:
(i) Death of the Optionee while in the employment of the
Company or any parent or subsidiary of the Company;
(ii) Disability, as determined by the Committee;
(iii) Normal or early retirement under or in accordance with
the retirement plan of the Company or any parent or subsidiary of the
Company in which he is then participating; or
(iv) Resignation from the Company when such resignation is
deemed to be in the best interests of the Company by both the Chief
Executive Officer and the Committee;
the Option as described in paragraph 2 shall terminate and be of no force and
effect with respect to any shares not previously purchased by the Optionee
twelve (12) months after the date of such event.
(d) With respect to purchases after the date of termination of
employment, retirement, death or disability pursuant to paragraphs 2(b) and
2(c), the number of shares purchasable upon such exercise of the Option shall
not in any event otherwise exceed the number which would have been purchasable
at the date of such termination of employment, retirement, death or disability.
(e) Notwithstanding any other provision of this Agreement, unless an
earlier date for termination of the Option is provided in this Agreement, the
Option hereby granted shall terminate and be of no force and effect with respect
to any shares vested in accordance with paragraph 2(a) and not previously taken
up by the Optionee upon the expiration of five (5) years from the date hereof of
the grant of this Option (11:59 p.m. on SEPTEMBER 12, 2007).
3. Any option hereby granted which is not previously taken up by the
Optionee may be canceled by the Committee upon its finding that:
(a) The Optionee's job performance or conduct is detrimental to the
best interests of the Company and its subsidiaries;
(b) The Optionee is engaging directly or indirectly in any business
which, in the judgement of the Chief Executive Officer of the Company or other
senior officer designated by the Committee, is or becomes competitive with the
Company and its subsidiaries, or which is or becomes otherwise prejudicial to or
in conflict with the interests of the Company and its subsidiaries; or
02-IP (3 of 5)
(c) The Optionee, without proper authorization from the Company,
discloses to anyone outside the Company (including its subsidiaries), or uses in
other than the Company's (including its subsidiaries) business, any confidential
information or material relating to the business of the Company and its
subsidiaries, acquired by the Optionee either during or after employment with
the Company and its subsidiaries.
4. The Optionee, his heirs or other legal representatives, shall have
the right to exercise, subject to Committee approval, any then exercisable
portion of the Option hereby granted for shares of the Company's Common Stock
upon the following terms and conditions:
(a) The price at which the shares of Common Stock may be purchased
shall be paid in full through a cashless option exercise transaction involving a
third party such as a broker as permitted by the Committee, or at the time of
exercise in cash or by means of tendering Common Stock, including Restricted
Stock, valued at Fair Market Value on the date of exercise, or any combination
thereof; provided, however, that should all or any part of the shares be
purchased by tendering Common Stock, the following restrictions apply:
(i) In the event shares of Restricted Stock are tendered as
consideration for the exercise of the Option, a number of the shares
issued upon the exercise of the Option equal to the number of shares of
Restricted Stock used as consideration therefor shall be subject to the
same restrictions as the Restricted Stock so submitted plus any
additional restrictions that may be imposed by the Committee; and
(ii) In no event will the tendering of Common Stock be
permitted if, as a result thereof, in the sole judgement of the
Committee, such tendering would result in an earnings charge to the
Company in excess of any charge incurred by the Company if such
exercise price were paid in cash.
(b) The Option hereby granted may be exercised only upon receipt by the
Company of a written notice of such exercise stating the number of shares with
respect to which the Option is being exercised and dated the date of election to
exercise the Option; and, for purposes of the Plan, such date of election shall
be deemed to be the date when such notice is sent by registered or certified
mail, if by mail, or when receipt is acknowledged by the Company, if mailed by
other than registered or certified mail or if delivered by hand or by any
telegraphic communications equipment of the sender or otherwise delivered.
(c) For purposes of this paragraph 4, the Fair Market Value of a share
of the Common Stock of the Company shall be deemed to be:
(i) if the shares of Common Stock are listed on a national
securities exchange, the mean between the highest and lowest sales
price per share of Common Stock on the consolidated transaction
reporting system for the principal national securities exchange on
which shares of Common Stock are listed 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;
(ii) if the shares of Common Stock are not so listed but are
quoted in the Nasdaq National Market, the mean between the highest and
lowest sales price per share of shares of Common Stock reported by the
Nasdaq National Market 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;
02-IP (4 of 5)
(iii) if the Common Stock is not so listed or quoted, the mean
between the closing bid and asked price on that date, or, if there are
no quotations available for such date, on the last preceding date on
which such quotations shall be available, as reported by the Nasdaq
National Market, or, if not reported by the Nasdaq National Market, by
the National Quotation Bureau Incorporated; or
(iv) if shares of Common Stock are not publicly traded, the
most recent value determined by an independent appraiser appointed by
the Company for such purpose.
(d) The Option hereby granted, or any portion thereof, may be exercised
only to the extent that it is exercisable on the date written notice of exercise
is received by the Company.
(e) Neither this Option nor any right to exercise the same to the
Company as contemplated by subparagraph (a) above, shall be assignable or
otherwise transferable except by will or the laws of descent and distribution.
(f) Upon exercise of the Option or any portion thereof for shares of
Common Stock as provided herein, this Option or the portion hereof so exercised
shall thereupon terminate and be of no further force or effect, and the Company
shall have no further obligation to issue and deliver shares of its Common Stock
pursuant hereto.
(g) The obligation of the Company to issue and deliver shares pursuant
to the exercise of this Option shall be subject to all applicable laws, rules
and regulations and to such filings with or approvals by any governmental
agencies or national securities exchanges as may be required and the Optionee
agrees that he will not exercise the Option or any portion granted hereby, and
that the Company will have no obligation to issue Common Stock with respect to
any Option or any portion thereof if the exercise of such Option would
constitute a violation by the Optionee or the Company of any applicable law or
regulation. Furthermore, certificates for shares of Common Stock delivered upon
exercise of the Option may be subject to such transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any securities
exchange upon which the Common Stock is then listed and any applicable federal
and state securities law. The Committee may cause a legend or legends to be put
upon any such certificates to make appropriate reference to such restrictions.
(h) Notwithstanding any provision of this paragraph 4, this Option
shall terminate and be of no force or effect after the date specified by
paragraph 2(e) hereof.
5. Subject to the limitations set forth herein and in the Plan, this
Option may be exercised by written notice mailed to the Company at its principal
office which is presently located at ▇▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Such
written notice shall (a) state the number of shares with respect to which the
Option is being exercised and (b) be accompanied by a cashier's check, bank
draft, cash or money order payable to Oceaneering International, Inc. in the
full amount of the purchase price for any shares being acquired, or, at the
option of the Optionee, accompanied by Common Stock theretofore owned by such
Optionee equal in value to the full amount of the purchase price (or any
combination of cash, check or such Common Stock). For purposes of determining
the amount, if any, of the purchase price satisfied by payment in Common Stock,
such Common Stock shall be valued at its Fair Market Value on the date of
exercise in accordance with the Plan. Any Common Stock delivered in satisfaction
of all or a portion of the Purchase Price shall be appropriately endorsed for
transfer and assignment to the Company. In addition, whether or
02-IP (5 of 5)
not the options and shares covered by the Plan have been registered pursuant to
the Securities Act of 1933, the Company may at its election, require the
Optionee to give a representation in writing that he is acquiring such shares
for his own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.
If any law or regulation requires the Company to take any action with
respect to the shares specified in such notice, the time for delivery thereof,
which would otherwise be as promptly as possible, shall be postponed for the
period of time necessary to take such action.
6. The Optionee's rights under the Plan and this Nonqualified Stock
Option Award Agreement are personal; no assignment or transfer of the Optionee's
rights under and interest in this Option may be made by the Optionee otherwise
than by will or by the laws of descent and distribution; and this Option is
exercisable during his lifetime only by the Optionee.
7. The Company may make such provisions as it may deem appropriate for
the collection or withholding of any taxes which it determines is required in
connection with this Option. However, the Optionee may pay all or any portion of
the taxes required to be withheld by the Company or paid by the Optionee in
connection with the exercise of all or any portion of this Option by electing to
have the Company withhold shares of Stock, or by delivering previously owned
shares of Stock, having a Fair Market Value determined in accordance with the
Plan, equal to the amount required to be withheld or paid. Notwithstanding the
provisions of Paragraphs 5 and 7, in no event will tendering of Common Stock be
permitted if as a result thereof, in the sole judgement of the Company's
independent accountants, such tendering would result in an earnings charge to
the Company in excess of any charge incurred by the Company if such amount were
paid in cash.
OCEANEERING INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
Secretary
This Option has been accepted by the undersigned, subject to the terms
and provisions of the Plan and administrative interpretations thereof
referred to above.
/s/ T. ▇▇▇ ▇▇▇▇▇▇▇
------------------
Optionee
02-IP (1 of 5)
Option No. S-108 20,000 Shares
NONQUALIFIED STOCK OPTION AWARD AGREEMENT
OCEANEERING INTERNATIONAL, INC. (the "Company") hereby grants on
SEPTEMBER 13, 2002 to M. ▇▇▇▇▇ ▇▇▇▇▇▇ (the "Optionee"), an employee of the
Company or one of its subsidiaries, the Nonqualified Option to purchase from the
Company up to but not exceeding in the aggregate 20,000 shares of Common Stock,
par value $0.25 per share, of the Company at $ 24.99 per share, such number of
shares and such price per share being subject to adjustment as provided in the
2002 Incentive Plan of Oceaneering International, Inc. as amended from time to
time (the "Plan"), and further subject to the following terms and conditions:
1. This Option is issued in accordance with and subject to all of the
terms, conditions and provisions of the Plan and administrative interpretations
thereunder, if any, which have been adopted by the Committee designated by the
Board of Directors of the Company (the "Committee") and are in effect on the
date hereof.
2. (a) This Option shall not be exercisable until the following
requirements of continued employment with the Company or any parent or
subsidiary of the Company immediately following the date this Option is granted
are met, and thereafter shall vest and be exercisable as follows:
(i) After six (6) months of such continued employment (on
or after MARCH 13, 2003), this Option shall be
exercisable for a number of shares equaling
twenty-five percent (25%) of the aggregate number of
shares subject to this Option;
(ii) After one (1) year of such continued employment (on
or after SEPTEMBER 13, 2003), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option;
(iii) After two (2) years of such continued employment (on
or after SEPTEMBER 13, 2004), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option; and
(iv) After three (3) years of continued employment (on or
after SEPTEMBER 13, 2005), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option.
02-IP (2 of 5)
(b) If the employment of an Optionee terminates for any reason,
including but not limited to termination of employment by the Company for any
reason, other than those specified in paragraph 2(c), the Option as described in
paragraph 2 shall terminate and be of no force and effect with respect to any
shares not previously purchased by Optionee three (3) months after the date of
termination of employment.
(c) If the employment of an Optionee terminates by reason of:
(i) Death of the Optionee while in the employment of the
Company or any parent or subsidiary of the Company;
(ii) Disability, as determined by the Committee;
(iii) Normal or early retirement under or in accordance with
the retirement plan of the Company or any parent or subsidiary of the
Company in which he is then participating; or
(iv) Resignation from the Company when such resignation is
deemed to be in the best interests of the Company by both the Chief
Executive Officer and the Committee;
the Option as described in paragraph 2 shall terminate and be of no force and
effect with respect to any shares not previously purchased by the Optionee
twelve (12) months after the date of such event.
(d) With respect to purchases after the date of termination of
employment, retirement, death or disability pursuant to paragraphs 2(b) and
2(c), the number of shares purchasable upon such exercise of the Option shall
not in any event otherwise exceed the number which would have been purchasable
at the date of such termination of employment, retirement, death or disability.
(e) Notwithstanding any other provision of this Agreement, unless an
earlier date for termination of the Option is provided in this Agreement, the
Option hereby granted shall terminate and be of no force and effect with respect
to any shares vested in accordance with paragraph 2(a) and not previously taken
up by the Optionee upon the expiration of five (5) years from the date hereof of
the grant of this Option (11:59 p.m. on SEPTEMBER 12, 2007).
3. Any option hereby granted which is not previously taken up by the
Optionee may be canceled by the Committee upon its finding that:
(a) The Optionee's job performance or conduct is detrimental to the
best interests of the Company and its subsidiaries;
(b) The Optionee is engaging directly or indirectly in any business
which, in the judgement of the Chief Executive Officer of the Company or other
senior officer designated by the Committee, is or becomes competitive with the
Company and its subsidiaries, or which is or becomes otherwise prejudicial to or
in conflict with the interests of the Company and its subsidiaries; or
02-IP (3 of 5)
(c) The Optionee, without proper authorization from the Company,
discloses to anyone outside the Company (including its subsidiaries), or uses in
other than the Company's (including its subsidiaries) business, any confidential
information or material relating to the business of the Company and its
subsidiaries, acquired by the Optionee either during or after employment with
the Company and its subsidiaries.
4. The Optionee, his heirs or other legal representatives, shall have
the right to exercise, subject to Committee approval, any then exercisable
portion of the Option hereby granted for shares of the Company's Common Stock
upon the following terms and conditions:
(a) The price at which the shares of Common Stock may be purchased
shall be paid in full through a cashless option exercise transaction involving a
third party such as a broker as permitted by the Committee, or at the time of
exercise in cash or by means of tendering Common Stock, including Restricted
Stock, valued at Fair Market Value on the date of exercise, or any combination
thereof; provided, however, that should all or any part of the shares be
purchased by tendering Common Stock, the following restrictions apply:
(i) In the event shares of Restricted Stock are tendered as
consideration for the exercise of the Option, a number of the shares
issued upon the exercise of the Option equal to the number of shares of
Restricted Stock used as consideration therefor shall be subject to the
same restrictions as the Restricted Stock so submitted plus any
additional restrictions that may be imposed by the Committee; and
(ii) In no event will the tendering of Common Stock be
permitted if, as a result thereof, in the sole judgement of the
Committee, such tendering would result in an earnings charge to the
Company in excess of any charge incurred by the Company if such
exercise price were paid in cash.
(b) The Option hereby granted may be exercised only upon receipt by the
Company of a written notice of such exercise stating the number of shares with
respect to which the Option is being exercised and dated the date of election to
exercise the Option; and, for purposes of the Plan, such date of election shall
be deemed to be the date when such notice is sent by registered or certified
mail, if by mail, or when receipt is acknowledged by the Company, if mailed by
other than registered or certified mail or if delivered by hand or by any
telegraphic communications equipment of the sender or otherwise delivered.
(c) For purposes of this paragraph 4, the Fair Market Value of a share
of the Common Stock of the Company shall be deemed to be:
(i) if the shares of Common Stock are listed on a national
securities exchange, the mean between the highest and lowest sales
price per share of Common Stock on the consolidated transaction
reporting system for the principal national securities exchange on
which shares of Common Stock are listed 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;
(ii) if the shares of Common Stock are not so listed but are
quoted in the Nasdaq National Market, the mean between the highest and
lowest sales price per share of shares of Common Stock reported by the
Nasdaq National Market 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;
02-IP (4 of 5)
(iii) if the Common Stock is not so listed or quoted, the mean
between the closing bid and asked price on that date, or, if there are
no quotations available for such date, on the last preceding date on
which such quotations shall be available, as reported by the Nasdaq
National Market, or, if not reported by the Nasdaq National Market, by
the National Quotation Bureau Incorporated; or
(iv) if shares of Common Stock are not publicly traded, the
most recent value determined by an independent appraiser appointed by
the Company for such purpose.
(d) The Option hereby granted, or any portion thereof, may be exercised
only to the extent that it is exercisable on the date written notice of exercise
is received by the Company.
(e) Neither this Option nor any right to exercise the same to the
Company as contemplated by subparagraph (a) above, shall be assignable or
otherwise transferable except by will or the laws of descent and distribution.
(f) Upon exercise of the Option or any portion thereof for shares of
Common Stock as provided herein, this Option or the portion hereof so exercised
shall thereupon terminate and be of no further force or effect, and the Company
shall have no further obligation to issue and deliver shares of its Common Stock
pursuant hereto.
(g) The obligation of the Company to issue and deliver shares pursuant
to the exercise of this Option shall be subject to all applicable laws, rules
and regulations and to such filings with or approvals by any governmental
agencies or national securities exchanges as may be required and the Optionee
agrees that he will not exercise the Option or any portion granted hereby, and
that the Company will have no obligation to issue Common Stock with respect to
any Option or any portion thereof if the exercise of such Option would
constitute a violation by the Optionee or the Company of any applicable law or
regulation. Furthermore, certificates for shares of Common Stock delivered upon
exercise of the Option may be subject to such transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any securities
exchange upon which the Common Stock is then listed and any applicable federal
and state securities law. The Committee may cause a legend or legends to be put
upon any such certificates to make appropriate reference to such restrictions.
(h) Notwithstanding any provision of this paragraph 4, this Option
shall terminate and be of no force or effect after the date specified by
paragraph 2(e) hereof.
5. Subject to the limitations set forth herein and in the Plan, this
Option may be exercised by written notice mailed to the Company at its principal
office which is presently located at ▇▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Such
written notice shall (a) state the number of shares with respect to which the
Option is being exercised and (b) be accompanied by a cashier's check, bank
draft, cash or money order payable to Oceaneering International, Inc. in the
full amount of the purchase price for any shares being acquired, or, at the
option of the Optionee, accompanied by Common Stock theretofore owned by such
Optionee equal in value to the full amount of the purchase price (or any
combination of cash, check or such Common Stock). For purposes of determining
the amount, if any, of the purchase price satisfied by payment in Common Stock,
such Common Stock shall be valued at its Fair Market Value on the date of
exercise in accordance with the Plan. Any Common Stock delivered in satisfaction
of all or a portion of the Purchase Price shall be appropriately endorsed for
transfer and assignment to the Company. In addition, whether or
02-IP (5 of 5)
not the options and shares covered by the Plan have been registered pursuant to
the Securities Act of 1933, the Company may at its election, require the
Optionee to give a representation in writing that he is acquiring such shares
for his own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.
If any law or regulation requires the Company to take any action with
respect to the shares specified in such notice, the time for delivery thereof,
which would otherwise be as promptly as possible, shall be postponed for the
period of time necessary to take such action.
6. The Optionee's rights under the Plan and this Nonqualified Stock
Option Award Agreement are personal; no assignment or transfer of the Optionee's
rights under and interest in this Option may be made by the Optionee otherwise
than by will or by the laws of descent and distribution; and this Option is
exercisable during his lifetime only by the Optionee.
7. The Company may make such provisions as it may deem appropriate for
the collection or withholding of any taxes which it determines is required in
connection with this Option. However, the Optionee may pay all or any portion of
the taxes required to be withheld by the Company or paid by the Optionee in
connection with the exercise of all or any portion of this Option by electing to
have the Company withhold shares of Stock, or by delivering previously owned
shares of Stock, having a Fair Market Value determined in accordance with the
Plan, equal to the amount required to be withheld or paid. Notwithstanding the
provisions of Paragraphs 5 and 7, in no event will tendering of Common Stock be
permitted if as a result thereof, in the sole judgement of the Company's
independent accountants, such tendering would result in an earnings charge to
the Company in excess of any charge incurred by the Company if such amount were
paid in cash.
OCEANEERING INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
Secretary
This Option has been accepted by the undersigned, subject to the terms
and provisions of the Plan and administrative interpretations thereof
referred to above.
/s/ M. ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------
Optionee
02-IP (1 of 5)
Option No. S-109 20,000 Shares
NONQUALIFIED STOCK OPTION AWARD AGREEMENT
OCEANEERING INTERNATIONAL, INC. (the "Company") hereby grants on
SEPTEMBER 13, 2002 to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Optionee"), an employee of the
Company or one of its subsidiaries, the Nonqualified Option to purchase from the
Company up to but not exceeding in the aggregate 20,000 shares of Common Stock,
par value $0.25 per share, of the Company at $ 24.99 per share, such number of
shares and such price per share being subject to adjustment as provided in the
2002 Incentive Plan of Oceaneering International, Inc. as amended from time to
time (the "Plan"), and further subject to the following terms and conditions:
1. This Option is issued in accordance with and subject to all of the
terms, conditions and provisions of the Plan and administrative interpretations
thereunder, if any, which have been adopted by the Committee designated by the
Board of Directors of the Company (the "Committee") and are in effect on the
date hereof.
2. (a) This Option shall not be exercisable until the following
requirements of continued employment with the Company or any parent or
subsidiary of the Company immediately following the date this Option is granted
are met, and thereafter shall vest and be exercisable as follows:
(i) After six (6) months of such continued employment (on
or after MARCH 13, 2003), this Option shall be
exercisable for a number of shares equaling
twenty-five percent (25%) of the aggregate number of
shares subject to this Option;
(ii) After one (1) year of such continued employment (on
or after SEPTEMBER 13, 2003), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option;
(iii) After two (2) years of such continued employment (on
or after SEPTEMBER 13, 2004), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option; and
(iv) After three (3) years of continued employment (on or
after SEPTEMBER 13, 2005), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option.
02-IP (2 of 5)
(b) If the employment of an Optionee terminates for any reason,
including but not limited to termination of employment by the Company for any
reason, other than those specified in paragraph 2(c), the Option as described in
paragraph 2 shall terminate and be of no force and effect with respect to any
shares not previously purchased by Optionee three (3) months after the date of
termination of employment.
(c) If the employment of an Optionee terminates by reason of:
(i) Death of the Optionee while in the employment of the
Company or any parent or subsidiary of the Company;
(ii) Disability, as determined by the Committee;
(iii) Normal or early retirement under or in accordance with
the retirement plan of the Company or any parent or subsidiary of the
Company in which he is then participating; or
(iv) Resignation from the Company when such resignation is
deemed to be in the best interests of the Company by both the Chief
Executive Officer and the Committee;
the Option as described in paragraph 2 shall terminate and be of no force and
effect with respect to any shares not previously purchased by the Optionee
twelve (12) months after the date of such event.
(d) With respect to purchases after the date of termination of
employment, retirement, death or disability pursuant to paragraphs 2(b) and
2(c), the number of shares purchasable upon such exercise of the Option shall
not in any event otherwise exceed the number which would have been purchasable
at the date of such termination of employment, retirement, death or disability.
(e) Notwithstanding any other provision of this Agreement, unless an
earlier date for termination of the Option is provided in this Agreement, the
Option hereby granted shall terminate and be of no force and effect with respect
to any shares vested in accordance with paragraph 2(a) and not previously taken
up by the Optionee upon the expiration of five (5) years from the date hereof of
the grant of this Option (11:59 p.m. on SEPTEMBER 12, 2007).
3. Any option hereby granted which is not previously taken up by the
Optionee may be canceled by the Committee upon its finding that:
(a) The Optionee's job performance or conduct is detrimental to the
best interests of the Company and its subsidiaries;
(b) The Optionee is engaging directly or indirectly in any business
which, in the judgement of the Chief Executive Officer of the Company or other
senior officer designated by the Committee, is or becomes competitive with the
Company and its subsidiaries, or which is or becomes otherwise prejudicial to or
in conflict with the interests of the Company and its subsidiaries; or
02-IP (3 of 5)
(c) The Optionee, without proper authorization from the Company,
discloses to anyone outside the Company (including its subsidiaries), or uses in
other than the Company's (including its subsidiaries) business, any confidential
information or material relating to the business of the Company and its
subsidiaries, acquired by the Optionee either during or after employment with
the Company and its subsidiaries.
4. The Optionee, his heirs or other legal representatives, shall have
the right to exercise, subject to Committee approval, any then exercisable
portion of the Option hereby granted for shares of the Company's Common Stock
upon the following terms and conditions:
(a) The price at which the shares of Common Stock may be purchased
shall be paid in full through a cashless option exercise transaction involving a
third party such as a broker as permitted by the Committee, or at the time of
exercise in cash or by means of tendering Common Stock, including Restricted
Stock, valued at Fair Market Value on the date of exercise, or any combination
thereof; provided, however, that should all or any part of the shares be
purchased by tendering Common Stock, the following restrictions apply:
(i) In the event shares of Restricted Stock are tendered as
consideration for the exercise of the Option, a number of the shares
issued upon the exercise of the Option equal to the number of shares of
Restricted Stock used as consideration therefor shall be subject to the
same restrictions as the Restricted Stock so submitted plus any
additional restrictions that may be imposed by the Committee; and
(ii) In no event will the tendering of Common Stock be
permitted if, as a result thereof, in the sole judgement of the
Committee, such tendering would result in an earnings charge to the
Company in excess of any charge incurred by the Company if such
exercise price were paid in cash.
(b) The Option hereby granted may be exercised only upon receipt by the
Company of a written notice of such exercise stating the number of shares with
respect to which the Option is being exercised and dated the date of election to
exercise the Option; and, for purposes of the Plan, such date of election shall
be deemed to be the date when such notice is sent by registered or certified
mail, if by mail, or when receipt is acknowledged by the Company, if mailed by
other than registered or certified mail or if delivered by hand or by any
telegraphic communications equipment of the sender or otherwise delivered.
(c) For purposes of this paragraph 4, the Fair Market Value of a share
of the Common Stock of the Company shall be deemed to be:
(i) if the shares of Common Stock are listed on a national
securities exchange, the mean between the highest and lowest sales
price per share of Common Stock on the consolidated transaction
reporting system for the principal national securities exchange on
which shares of Common Stock are listed 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;
(ii) if the shares of Common Stock are not so listed but are
quoted in the Nasdaq National Market, the mean between the highest and
lowest sales price per share of shares of Common Stock reported by the
Nasdaq National Market 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;
02-IP (4 of 5)
(iii) if the Common Stock is not so listed or quoted, the mean
between the closing bid and asked price on that date, or, if there are
no quotations available for such date, on the last preceding date on
which such quotations shall be available, as reported by the Nasdaq
National Market, or, if not reported by the Nasdaq National Market, by
the National Quotation Bureau Incorporated; or
(iv) if shares of Common Stock are not publicly traded, the
most recent value determined by an independent appraiser appointed by
the Company for such purpose.
(d) The Option hereby granted, or any portion thereof, may be exercised
only to the extent that it is exercisable on the date written notice of exercise
is received by the Company.
(e) Neither this Option nor any right to exercise the same to the
Company as contemplated by subparagraph (a) above, shall be assignable or
otherwise transferable except by will or the laws of descent and distribution.
(f) Upon exercise of the Option or any portion thereof for shares of
Common Stock as provided herein, this Option or the portion hereof so exercised
shall thereupon terminate and be of no further force or effect, and the Company
shall have no further obligation to issue and deliver shares of its Common Stock
pursuant hereto.
(g) The obligation of the Company to issue and deliver shares pursuant
to the exercise of this Option shall be subject to all applicable laws, rules
and regulations and to such filings with or approvals by any governmental
agencies or national securities exchanges as may be required and the Optionee
agrees that he will not exercise the Option or any portion granted hereby, and
that the Company will have no obligation to issue Common Stock with respect to
any Option or any portion thereof if the exercise of such Option would
constitute a violation by the Optionee or the Company of any applicable law or
regulation. Furthermore, certificates for shares of Common Stock delivered upon
exercise of the Option may be subject to such transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any securities
exchange upon which the Common Stock is then listed and any applicable federal
and state securities law. The Committee may cause a legend or legends to be put
upon any such certificates to make appropriate reference to such restrictions.
(h) Notwithstanding any provision of this paragraph 4, this Option
shall terminate and be of no force or effect after the date specified by
paragraph 2(e) hereof.
5. Subject to the limitations set forth herein and in the Plan, this
Option may be exercised by written notice mailed to the Company at its principal
office which is presently located at ▇▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Such
written notice shall (a) state the number of shares with respect to which the
Option is being exercised and (b) be accompanied by a cashier's check, bank
draft, cash or money order payable to Oceaneering International, Inc. in the
full amount of the purchase price for any shares being acquired, or, at the
option of the Optionee, accompanied by Common Stock theretofore owned by such
Optionee equal in value to the full amount of the purchase price (or any
combination of cash, check or such Common Stock). For purposes of determining
the amount, if any, of the purchase price satisfied by payment in Common Stock,
such Common Stock shall be valued at its Fair Market Value on the date of
exercise in accordance with the Plan. Any Common Stock delivered in satisfaction
of all or a portion of the Purchase Price shall be appropriately endorsed for
transfer and assignment to the Company. In addition, whether or
02-IP (5 of 5)
not the options and shares covered by the Plan have been registered pursuant to
the Securities Act of 1933, the Company may at its election, require the
Optionee to give a representation in writing that he is acquiring such shares
for his own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.
If any law or regulation requires the Company to take any action with
respect to the shares specified in such notice, the time for delivery thereof,
which would otherwise be as promptly as possible, shall be postponed for the
period of time necessary to take such action.
6. The Optionee's rights under the Plan and this Nonqualified Stock
Option Award Agreement are personal; no assignment or transfer of the Optionee's
rights under and interest in this Option may be made by the Optionee otherwise
than by will or by the laws of descent and distribution; and this Option is
exercisable during his lifetime only by the Optionee.
7. The Company may make such provisions as it may deem appropriate for
the collection or withholding of any taxes which it determines is required in
connection with this Option. However, the Optionee may pay all or any portion of
the taxes required to be withheld by the Company or paid by the Optionee in
connection with the exercise of all or any portion of this Option by electing to
have the Company withhold shares of Stock, or by delivering previously owned
shares of Stock, having a Fair Market Value determined in accordance with the
Plan, equal to the amount required to be withheld or paid. Notwithstanding the
provisions of Paragraphs 5 and 7, in no event will tendering of Common Stock be
permitted if as a result thereof, in the sole judgement of the Company's
independent accountants, such tendering would result in an earnings charge to
the Company in excess of any charge incurred by the Company if such amount were
paid in cash.
OCEANEERING INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
Secretary
This Option has been accepted by the undersigned, subject to the terms
and provisions of the Plan and administrative interpretations thereof
referred to above.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Optionee
02-IP (1 of 5)
Option No. S-107 20,000 Shares
NONQUALIFIED STOCK OPTION AWARD AGREEMENT
OCEANEERING INTERNATIONAL, INC. (the "Company") hereby grants on
SEPTEMBER 13, 2002 to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇. (the "Optionee"), an employee
of the Company or one of its subsidiaries, the Nonqualified Option to purchase
from the Company up to but not exceeding in the aggregate 20,000 shares of
Common Stock, par value $0.25 per share, of the Company at $ 24.99 per share,
such number of shares and such price per share being subject to adjustment as
provided in the 2002 Incentive Plan of Oceaneering International, Inc. as
amended from time to time (the "Plan"), and further subject to the following
terms and conditions:
1. This Option is issued in accordance with and subject to all of the
terms, conditions and provisions of the Plan and administrative interpretations
thereunder, if any, which have been adopted by the Committee designated by the
Board of Directors of the Company (the "Committee") and are in effect on the
date hereof.
2. (a) This Option shall not be exercisable until the following
requirements of continued employment with the Company or any parent or
subsidiary of the Company immediately following the date this Option is granted
are met, and thereafter shall vest and be exercisable as follows:
(i) After six (6) months of such continued employment (on
or after MARCH 13, 2003), this Option shall be
exercisable for a number of shares equaling
twenty-five percent (25%) of the aggregate number of
shares subject to this Option;
(ii) After one (1) year of such continued employment (on
or after SEPTEMBER 13, 2003), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option;
(iii) After two (2) years of such continued employment (on
or after SEPTEMBER 13, 2004), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option; and
(iv) After three (3) years of continued employment (on or
after SEPTEMBER 13, 2005), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option.
02-IP (2 of 5)
(b) If the employment of an Optionee terminates for any reason,
including but not limited to termination of employment by the Company for any
reason, other than those specified in paragraph 2(c), the Option as described in
paragraph 2 shall terminate and be of no force and effect with respect to any
shares not previously purchased by Optionee three (3) months after the date of
termination of employment.
(c) If the employment of an Optionee terminates by reason of:
(i) Death of the Optionee while in the employment of the
Company or any parent or subsidiary of the Company;
(ii) Disability, as determined by the Committee;
(iii) Normal or early retirement under or in accordance with
the retirement plan of the Company or any parent or subsidiary of the
Company in which he is then participating; or
(iv) Resignation from the Company when such resignation is
deemed to be in the best interests of the Company by both the Chief
Executive Officer and the Committee;
the Option as described in paragraph 2 shall terminate and be of no force and
effect with respect to any shares not previously purchased by the Optionee
twelve (12) months after the date of such event.
(d) With respect to purchases after the date of termination of
employment, retirement, death or disability pursuant to paragraphs 2(b) and
2(c), the number of shares purchasable upon such exercise of the Option shall
not in any event otherwise exceed the number which would have been purchasable
at the date of such termination of employment, retirement, death or disability.
(e) Notwithstanding any other provision of this Agreement, unless an
earlier date for termination of the Option is provided in this Agreement, the
Option hereby granted shall terminate and be of no force and effect with respect
to any shares vested in accordance with paragraph 2(a) and not previously taken
up by the Optionee upon the expiration of five (5) years from the date hereof of
the grant of this Option (11:59 p.m. on SEPTEMBER 12, 2007).
3. Any option hereby granted which is not previously taken up by the
Optionee may be canceled by the Committee upon its finding that:
(a) The Optionee's job performance or conduct is detrimental to the
best interests of the Company and its subsidiaries;
(b) The Optionee is engaging directly or indirectly in any business
which, in the judgement of the Chief Executive Officer of the Company or other
senior officer designated by the Committee, is or becomes competitive with the
Company and its subsidiaries, or which is or becomes otherwise prejudicial to or
in conflict with the interests of the Company and its subsidiaries; or
02-IP (3 of 5)
(c) The Optionee, without proper authorization from the Company,
discloses to anyone outside the Company (including its subsidiaries), or uses in
other than the Company's (including its subsidiaries) business, any confidential
information or material relating to the business of the Company and its
subsidiaries, acquired by the Optionee either during or after employment with
the Company and its subsidiaries.
4. The Optionee, his heirs or other legal representatives, shall have
the right to exercise, subject to Committee approval, any then exercisable
portion of the Option hereby granted for shares of the Company's Common Stock
upon the following terms and conditions:
(a) The price at which the shares of Common Stock may be purchased
shall be paid in full through a cashless option exercise transaction involving a
third party such as a broker as permitted by the Committee, or at the time of
exercise in cash or by means of tendering Common Stock, including Restricted
Stock, valued at Fair Market Value on the date of exercise, or any combination
thereof; provided, however, that should all or any part of the shares be
purchased by tendering Common Stock, the following restrictions apply:
(i) In the event shares of Restricted Stock are tendered as
consideration for the exercise of the Option, a number of the shares
issued upon the exercise of the Option equal to the number of shares of
Restricted Stock used as consideration therefor shall be subject to the
same restrictions as the Restricted Stock so submitted plus any
additional restrictions that may be imposed by the Committee; and
(ii) In no event will the tendering of Common Stock be
permitted if, as a result thereof, in the sole judgement of the
Committee, such tendering would result in an earnings charge to the
Company in excess of any charge incurred by the Company if such
exercise price were paid in cash.
(b) The Option hereby granted may be exercised only upon receipt by the
Company of a written notice of such exercise stating the number of shares with
respect to which the Option is being exercised and dated the date of election to
exercise the Option; and, for purposes of the Plan, such date of election shall
be deemed to be the date when such notice is sent by registered or certified
mail, if by mail, or when receipt is acknowledged by the Company, if mailed by
other than registered or certified mail or if delivered by hand or by any
telegraphic communications equipment of the sender or otherwise delivered.
(c) For purposes of this paragraph 4, the Fair Market Value of a share
of the Common Stock of the Company shall be deemed to be:
(i) if the shares of Common Stock are listed on a national
securities exchange, the mean between the highest and lowest sales
price per share of Common Stock on the consolidated transaction
reporting system for the principal national securities exchange on
which shares of Common Stock are listed 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;
(ii) if the shares of Common Stock are not so listed but are
quoted in the Nasdaq National Market, the mean between the highest and
lowest sales price per share of shares of Common Stock reported by the
Nasdaq National Market 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;
02-IP (4 of 5)
(iii) if the Common Stock is not so listed or quoted, the mean
between the closing bid and asked price on that date, or, if there are
no quotations available for such date, on the last preceding date on
which such quotations shall be available, as reported by the Nasdaq
National Market, or, if not reported by the Nasdaq National Market, by
the National Quotation Bureau Incorporated; or
(iv) if shares of Common Stock are not publicly traded, the
most recent value determined by an independent appraiser appointed by
the Company for such purpose.
(d) The Option hereby granted, or any portion thereof, may be exercised
only to the extent that it is exercisable on the date written notice of exercise
is received by the Company.
(e) Neither this Option nor any right to exercise the same to the
Company as contemplated by subparagraph (a) above, shall be assignable or
otherwise transferable except by will or the laws of descent and distribution.
(f) Upon exercise of the Option or any portion thereof for shares of
Common Stock as provided herein, this Option or the portion hereof so exercised
shall thereupon terminate and be of no further force or effect, and the Company
shall have no further obligation to issue and deliver shares of its Common Stock
pursuant hereto.
(g) The obligation of the Company to issue and deliver shares pursuant
to the exercise of this Option shall be subject to all applicable laws, rules
and regulations and to such filings with or approvals by any governmental
agencies or national securities exchanges as may be required and the Optionee
agrees that he will not exercise the Option or any portion granted hereby, and
that the Company will have no obligation to issue Common Stock with respect to
any Option or any portion thereof if the exercise of such Option would
constitute a violation by the Optionee or the Company of any applicable law or
regulation. Furthermore, certificates for shares of Common Stock delivered upon
exercise of the Option may be subject to such transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any securities
exchange upon which the Common Stock is then listed and any applicable federal
and state securities law. The Committee may cause a legend or legends to be put
upon any such certificates to make appropriate reference to such restrictions.
(h) Notwithstanding any provision of this paragraph 4, this Option
shall terminate and be of no force or effect after the date specified by
paragraph 2(e) hereof.
5. Subject to the limitations set forth herein and in the Plan, this
Option may be exercised by written notice mailed to the Company at its principal
office which is presently located at ▇▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Such
written notice shall (a) state the number of shares with respect to which the
Option is being exercised and (b) be accompanied by a cashier's check, bank
draft, cash or money order payable to Oceaneering International, Inc. in the
full amount of the purchase price for any shares being acquired, or, at the
option of the Optionee, accompanied by Common Stock theretofore owned by such
Optionee equal in value to the full amount of the purchase price (or any
combination of cash, check or such Common Stock). For purposes of determining
the amount, if any, of the purchase price satisfied by payment in Common Stock,
such Common Stock shall be valued at its Fair Market Value on the date of
exercise in accordance with the Plan. Any Common Stock delivered in satisfaction
of all or a portion of the Purchase Price shall be appropriately endorsed for
transfer and assignment to the Company. In addition, whether or
02-IP (5 of 5)
not the options and shares covered by the Plan have been registered pursuant to
the Securities Act of 1933, the Company may at its election, require the
Optionee to give a representation in writing that he is acquiring such shares
for his own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.
If any law or regulation requires the Company to take any action with
respect to the shares specified in such notice, the time for delivery thereof,
which would otherwise be as promptly as possible, shall be postponed for the
period of time necessary to take such action.
6. The Optionee's rights under the Plan and this Nonqualified Stock
Option Award Agreement are personal; no assignment or transfer of the Optionee's
rights under and interest in this Option may be made by the Optionee otherwise
than by will or by the laws of descent and distribution; and this Option is
exercisable during his lifetime only by the Optionee.
7. The Company may make such provisions as it may deem appropriate for
the collection or withholding of any taxes which it determines is required in
connection with this Option. However, the Optionee may pay all or any portion of
the taxes required to be withheld by the Company or paid by the Optionee in
connection with the exercise of all or any portion of this Option by electing to
have the Company withhold shares of Stock, or by delivering previously owned
shares of Stock, having a Fair Market Value determined in accordance with the
Plan, equal to the amount required to be withheld or paid. Notwithstanding the
provisions of Paragraphs 5 and 7, in no event will tendering of Common Stock be
permitted if as a result thereof, in the sole judgement of the Company's
independent accountants, such tendering would result in an earnings charge to
the Company in excess of any charge incurred by the Company if such amount were
paid in cash.
OCEANEERING INTERNATIONAL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
----------------
▇▇▇▇ ▇. ▇▇▇▇
Chief Executive Officer
This Option has been accepted by the undersigned, subject to the terms
and provisions of the Plan and administrative interpretations thereof
referred to above.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------
Optionee
02-IP (1 of 5)
Option No. S-110 5,000 Shares
NONQUALIFIED STOCK OPTION AWARD AGREEMENT
OCEANEERING INTERNATIONAL, INC. (the "Company") hereby grants on
SEPTEMBER 13, 2002 to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Optionee"), an employee of the
Company or one of its subsidiaries, the Nonqualified Option to purchase from the
Company up to but not exceeding in the aggregate 5,000 shares of Common Stock,
par value $0.25 per share, of the Company at $ 24.99 per share, such number of
shares and such price per share being subject to adjustment as provided in the
2002 Incentive Plan of Oceaneering International, Inc. as amended from time to
time (the "Plan"), and further subject to the following terms and conditions:
1. This Option is issued in accordance with and subject to all of the
terms, conditions and provisions of the Plan and administrative interpretations
thereunder, if any, which have been adopted by the Committee designated by the
Board of Directors of the Company (the "Committee") and are in effect on the
date hereof.
2. (a) This Option shall not be exercisable until the following
requirements of continued employment with the Company or any parent or
subsidiary of the Company immediately following the date this Option is granted
are met, and thereafter shall vest and be exercisable as follows:
(i) After six (6) months of such continued employment (on
or after MARCH 13, 2003), this Option shall be
exercisable for a number of shares equaling
twenty-five percent (25%) of the aggregate number of
shares subject to this Option;
(ii) After one (1) year of such continued employment (on
or after SEPTEMBER 13, 2003), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option;
(iii) After two (2) years of such continued employment (on
or after SEPTEMBER 13, 2004), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option; and
(iv) After three (3) years of continued employment (on or
after SEPTEMBER 13, 2005), this Option shall be
exercisable for an additional number of shares
equaling twenty-five percent (25%) of the aggregate
number of shares subject to this Option.
02-IP (2 of 5)
(b) If the employment of an Optionee terminates for any reason,
including but not limited to termination of employment by the Company for any
reason, other than those specified in paragraph 2(c), the Option as described in
paragraph 2 shall terminate and be of no force and effect with respect to any
shares not previously purchased by Optionee three (3) months after the date of
termination of employment.
(c) If the employment of an Optionee terminates by reason of:
(i) Death of the Optionee while in the employment of the
Company or any parent or subsidiary of the Company;
(ii) Disability, as determined by the Committee;
(iii) Normal or early retirement under or in accordance with
the retirement plan of the Company or any parent or subsidiary of the
Company in which he is then participating; or
(iv) Resignation from the Company when such resignation is
deemed to be in the best interests of the Company by both the Chief
Executive Officer and the Committee;
the Option as described in paragraph 2 shall terminate and be of no force and
effect with respect to any shares not previously purchased by the Optionee
twelve (12) months after the date of such event.
(d) With respect to purchases after the date of termination of
employment, retirement, death or disability pursuant to paragraphs 2(b) and
2(c), the number of shares purchasable upon such exercise of the Option shall
not in any event otherwise exceed the number which would have been purchasable
at the date of such termination of employment, retirement, death or disability.
(e) Notwithstanding any other provision of this Agreement, unless an
earlier date for termination of the Option is provided in this Agreement, the
Option hereby granted shall terminate and be of no force and effect with respect
to any shares vested in accordance with paragraph 2(a) and not previously taken
up by the Optionee upon the expiration of five (5) years from the date hereof of
the grant of this Option (11:59 p.m. on SEPTEMBER 12, 2007).
3. Any option hereby granted which is not previously taken up by the
Optionee may be canceled by the Committee upon its finding that:
(a) The Optionee's job performance or conduct is detrimental to the
best interests of the Company and its subsidiaries;
(b) The Optionee is engaging directly or indirectly in any business
which, in the judgement of the Chief Executive Officer of the Company or other
senior officer designated by the Committee, is or becomes competitive with the
Company and its subsidiaries, or which is or becomes otherwise prejudicial to or
in conflict with the interests of the Company and its subsidiaries; or
02-IP (3 of 5)
(c) The Optionee, without proper authorization from the Company,
discloses to anyone outside the Company (including its subsidiaries), or uses in
other than the Company's (including its subsidiaries) business, any confidential
information or material relating to the business of the Company and its
subsidiaries, acquired by the Optionee either during or after employment with
the Company and its subsidiaries.
4. The Optionee, his heirs or other legal representatives, shall have
the right to exercise, subject to Committee approval, any then exercisable
portion of the Option hereby granted for shares of the Company's Common Stock
upon the following terms and conditions:
(a) The price at which the shares of Common Stock may be purchased
shall be paid in full through a cashless option exercise transaction involving a
third party such as a broker as permitted by the Committee, or at the time of
exercise in cash or by means of tendering Common Stock, including Restricted
Stock, valued at Fair Market Value on the date of exercise, or any combination
thereof; provided, however, that should all or any part of the shares be
purchased by tendering Common Stock, the following restrictions apply:
(i) In the event shares of Restricted Stock are tendered as
consideration for the exercise of the Option, a number of the shares
issued upon the exercise of the Option equal to the number of shares of
Restricted Stock used as consideration therefor shall be subject to the
same restrictions as the Restricted Stock so submitted plus any
additional restrictions that may be imposed by the Committee; and
(ii) In no event will the tendering of Common Stock be
permitted if, as a result thereof, in the sole judgement of the
Committee, such tendering would result in an earnings charge to the
Company in excess of any charge incurred by the Company if such
exercise price were paid in cash.
(b) The Option hereby granted may be exercised only upon receipt by the
Company of a written notice of such exercise stating the number of shares with
respect to which the Option is being exercised and dated the date of election to
exercise the Option; and, for purposes of the Plan, such date of election shall
be deemed to be the date when such notice is sent by registered or certified
mail, if by mail, or when receipt is acknowledged by the Company, if mailed by
other than registered or certified mail or if delivered by hand or by any
telegraphic communications equipment of the sender or otherwise delivered.
(c) For purposes of this paragraph 4, the Fair Market Value of a share
of the Common Stock of the Company shall be deemed to be:
(i) if the shares of Common Stock are listed on a national
securities exchange, the mean between the highest and lowest sales
price per share of Common Stock on the consolidated transaction
reporting system for the principal national securities exchange on
which shares of Common Stock are listed 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;
(ii) if the shares of Common Stock are not so listed but are
quoted in the Nasdaq National Market, the mean between the highest and
lowest sales price per share of shares of Common Stock reported by the
Nasdaq National Market 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;
02-IP (4 of 5)
(iii) if the Common Stock is not so listed or quoted, the mean
between the closing bid and asked price on that date, or, if there are
no quotations available for such date, on the last preceding date on
which such quotations shall be available, as reported by the Nasdaq
National Market, or, if not reported by the Nasdaq National Market, by
the National Quotation Bureau Incorporated; or
(iv) if shares of Common Stock are not publicly traded, the
most recent value determined by an independent appraiser appointed by
the Company for such purpose.
(d) The Option hereby granted, or any portion thereof, may be exercised
only to the extent that it is exercisable on the date written notice of exercise
is received by the Company.
(e) Neither this Option nor any right to exercise the same to the
Company as contemplated by subparagraph (a) above, shall be assignable or
otherwise transferable except by will or the laws of descent and distribution.
(f) Upon exercise of the Option or any portion thereof for shares of
Common Stock as provided herein, this Option or the portion hereof so exercised
shall thereupon terminate and be of no further force or effect, and the Company
shall have no further obligation to issue and deliver shares of its Common Stock
pursuant hereto.
(g) The obligation of the Company to issue and deliver shares pursuant
to the exercise of this Option shall be subject to all applicable laws, rules
and regulations and to such filings with or approvals by any governmental
agencies or national securities exchanges as may be required and the Optionee
agrees that he will not exercise the Option or any portion granted hereby, and
that the Company will have no obligation to issue Common Stock with respect to
any Option or any portion thereof if the exercise of such Option would
constitute a violation by the Optionee or the Company of any applicable law or
regulation. Furthermore, certificates for shares of Common Stock delivered upon
exercise of the Option may be subject to such transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any securities
exchange upon which the Common Stock is then listed and any applicable federal
and state securities law. The Committee may cause a legend or legends to be put
upon any such certificates to make appropriate reference to such restrictions.
(h) Notwithstanding any provision of this paragraph 4, this Option
shall terminate and be of no force or effect after the date specified by
paragraph 2(e) hereof.
5. Subject to the limitations set forth herein and in the Plan, this
Option may be exercised by written notice mailed to the Company at its principal
office which is presently located at ▇▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Such
written notice shall (a) state the number of shares with respect to which the
Option is being exercised and (b) be accompanied by a cashier's check, bank
draft, cash or money order payable to Oceaneering International, Inc. in the
full amount of the purchase price for any shares being acquired, or, at the
option of the Optionee, accompanied by Common Stock theretofore owned by such
Optionee equal in value to the full amount of the purchase price (or any
combination of cash, check or such Common Stock). For purposes of determining
the amount, if any, of the purchase price satisfied by payment in Common Stock,
such Common Stock shall be valued at its Fair Market Value on the date of
exercise in accordance with the Plan. Any Common Stock delivered in satisfaction
of all or a portion of the Purchase Price shall be appropriately endorsed for
transfer and assignment to the Company. In addition, whether or
02-IP (5 of 5)
not the options and shares covered by the Plan have been registered pursuant to
the Securities Act of 1933, the Company may at its election, require the
Optionee to give a representation in writing that he is acquiring such shares
for his own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.
If any law or regulation requires the Company to take any action with
respect to the shares specified in such notice, the time for delivery thereof,
which would otherwise be as promptly as possible, shall be postponed for the
period of time necessary to take such action.
6. The Optionee's rights under the Plan and this Nonqualified Stock
Option Award Agreement are personal; no assignment or transfer of the Optionee's
rights under and interest in this Option may be made by the Optionee otherwise
than by will or by the laws of descent and distribution; and this Option is
exercisable during his lifetime only by the Optionee.
7. The Company may make such provisions as it may deem appropriate for
the collection or withholding of any taxes which it determines is required in
connection with this Option. However, the Optionee may pay all or any portion of
the taxes required to be withheld by the Company or paid by the Optionee in
connection with the exercise of all or any portion of this Option by electing to
have the Company withhold shares of Stock, or by delivering previously owned
shares of Stock, having a Fair Market Value determined in accordance with the
Plan, equal to the amount required to be withheld or paid. Notwithstanding the
provisions of Paragraphs 5 and 7, in no event will tendering of Common Stock be
permitted if as a result thereof, in the sole judgement of the Company's
independent accountants, such tendering would result in an earnings charge to
the Company in excess of any charge incurred by the Company if such amount were
paid in cash.
OCEANEERING INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
Secretary
This Option has been accepted by the undersigned, subject to the terms
and provisions of the Plan and administrative interpretations thereof
referred to above.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------
Optionee
