RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 27th, 2017 • Oceaneering International Inc • Oil & gas field services, nec • Texas
This 2017 NONEMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and ____________________ (the “Participant”), a nonemployee Director, regarding an award (this “Award”) of ____________________ shares of Common Stock (as defined in the AMENDED AND RESTATED2010 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 24, 2017 (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:
Company Letterhead]Oceaneering International Inc • February 27th, 2017 • Oil & gas field services, nec • Texas
You have indicated a desire to retire from your employment with Oceaneering International, Inc. (the “Company”) on or about December 31, 2018 and the Company wishes to encourage you to remain in the employ of the Company at least until such date. Accordingly, the Company hereby agrees, as of the date set forth above (the “Effective Date”), to provide you a quarterly retention payment of $37,500 (your “Quarterly Retention Payment”) during the period beginning from the date hereof and ending on December 31, 2018 (the “Retention Period”), in lieu of consideration for participation in the Company’s long-term incentive programs during the Retention Period, subject to the additional terms and conditions more fully set forth below in this letter agreement (this “Agreement”).
No. X- Performance Units2017 Performance Unit Agreement • February 27th, 2017 • Oceaneering International Inc • Oil & gas field services, nec • Texas
This 2017 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 (this “2017 Performance Award”) of ____________________ units (the “Performance Units”), each representing an initial notional value of $100.00, under the AMENDED AND RESTATED2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective February 24, 2017 (the “Award Date”), and subject to the following terms and conditions:
No. W- Restricted Stock Units2017 Restricted Stock Unit Agreement • February 27th, 2017 • Oceaneering International Inc • Oil & gas field services, nec • Texas
This 2017 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 (this “Award”) of ____________________ units (the “Restricted Stock Units”) each representing the right to receive one share of Common Stock under the AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective February 24, 2017 (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:
