0000073756-20-000022 Sample Contracts

No. X- Performance Units
Performance Unit Agreement • February 28th, 2020 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2020 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 “2020 Performance Award”) of ____________________ units (the “Performance Units”), each representing an initial notional value of $100, under the SECOND AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective February 27, 2020 (the “Award Date”), and subject to the following terms and conditions:

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No. W- Restricted Stock Units
Restricted Stock Unit Agreement • February 28th, 2020 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2020 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 SECOND AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective February 27, 2020 (the “Award Date”), such number of Restricted Stock Units being subject to adjustment as provided in Section 15 of the Plan and further subject to the following terms and conditions:

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 28th, 2020 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2020 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 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 February 27, 2020 (the “Award Date”), such number of shares being subject to adjustment as provided in Section 15 of the Plan and further subject to the following terms and conditions:

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