EXHIBIT 10.20
Award No. B-101 16,400 Shares
OCEANEERING INTERNATIONAL, INC.
FY97 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 FY97 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to
action taken by the Committee on April 22, 1997 (the "Date of Grant"),
the Company hereby awards to the Participant as of the Date of Grant a
total of 16,400 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 20, 1997, 25% on June 26, 1998, 25% on
June 25, 1999, and 25% on June 23, 2000. 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 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: April 22, 1997.
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-102 8,204 Shares
OCEANEERING INTERNATIONAL, INC.
FY97 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.
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 FY97 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to
action taken by the Committee on April 22, 1997 (the "Date of Grant"),
the Company hereby awards to the Participant as of the Date of Grant a
total of 8,204 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 20, 1997, 25% on June 26, 1998, 25% on
June 25, 1999, and 25% on June 23, 2000. 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: April 22, 1997.
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-103 4,000 Shares
OCEANEERING INTERNATIONAL, INC.
FY97 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.
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 FY97 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to
action taken by the Committee on April 22, 1997 (the "Date of Grant"),
the Company hereby awards to the Participant as of the Date of Grant a
total of 4,000 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 20, 1997, 25% on June 26, 1998, 25% on June 25,
1999, and 25% on June 23, 2000. 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: April 22, 1997.
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-105 6,152 Shares
OCEANEERING INTERNATIONAL, INC.
FY97 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.
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 FY97 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to
action taken by the Committee on April 22, 1997 (the "Date of Grant"),
the Company hereby awards to the Participant as of the Date of Grant a
total of 6,152 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 20, 1997, 25% on June 26, 1998, 25% on June 25,
1999, and 25% on June 23, 2000. 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: April 22, 1997.
OCEANEERING INTERNATIONAL, INC.
By //s//
Xxxx X. Xxxx, President
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
//s//
XXXXXX X. XXXXXXXXXXX, XX.
Award No. B-106 1,000 Shares
OCEANEERING INTERNATIONAL, INC.
FY97 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 XXXXXXX X. 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.
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 FY97 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to
action taken by the Committee on April 22, 1997 (the "Date of Grant"),
the Company hereby awards to the Participant as of the Date of Grant a
total of 1,000 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 20, 1997, 25% on June 26, 1998, 25% on June 25,
1999, and 25% on June 23, 2000. 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: April 22, 1997.
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//
XXXXXXX X. XXXXXXX
