0000073756-16-000072 Sample Contracts

No. W- ____Restricted Stock Units
Restricted Stock Unit Agreement • February 22nd, 2016 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2016 RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (“Award”) of units (“Restricted Stock Units”) representing shares of Common Stock (as defined in the AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective February 18, 2016 (the “Award Date”), such number of Restricted Stock Units subject to adjustment as provided in Section 15 of the Plan, and further subject to the following terms and conditions:

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 22nd, 2016 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2016 Nonemployee Director Restricted Stock Agreement (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and (the “Participant”), a nonemployee Director, regarding an award (“Award”) of shares of Common Stock (as defined in the AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock”) awarded to the Participant effective February 18, 2016 (the “Award Date”), such number of shares subject to adjustment as provided in Section 15 of the Plan, and further subject to the following terms and conditions:

No.X- _____Performance Units
Performance Unit Agreement • February 22nd, 2016 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2016 PERFORMANCE UNIT AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (“2016 Performance Award”) of units (“Performance Units”), each representing an initial notional value of $100.00, under the AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective February 18, 2016 (the “Award Date”), and subject to the following terms and conditions:

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