0000073756-17-000033 Sample Contracts

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 5th, 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 M. Kevin McEvoy (the “Participant”), a nonemployee Director, regarding an award (this “Award”) of 6,000 shares of Common Stock (as defined in the SECOND 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 May 5, 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:

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SUPPLEMENTAL 2017 PERFORMANCE UNIT AGREEMENT
Supplemental 2017 Performance Unit Agreement • May 5th, 2017 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This SUPPLEMENTAL 2017 PERFORMANCE UNIT AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and Roderick A. Larson (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (this “2017 Performance Award”) of 9,825 units (the “Performance Units”), each representing an initial notional value of $100.00, under the SECOND AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective May 5, 2017 (the “Award Date”), and subject to the following terms and conditions:

SUPPLEMENTAL 2017 RESTRICTED STOCK UNIT AGREEMENT
Supplemental 2017 Restricted Stock Unit Agreement • May 5th, 2017 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This SUPPLEMENTAL 2017 RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and Roderick A. Larson (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (this “Award”) of 25,163 units (the “Restricted Stock Units”) each representing the right to receive one share of Common Stock under the SECOND AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective May 5, 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:

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