0000950123-11-047063 Sample Contracts

SUPPLEMENTAL 2011 RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • May 9th, 2011 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This Supplemental 2011 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 2010 Incentive plan of oceaneering international, inc. (the “Plan”), awarded to the Participant effective May 6, 2011 (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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SUPPLEMENTAL 2011 PERFORMANCE UNIT AGREEMENT
Performance Unit Agreement • May 9th, 2011 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This Supplemental 2011 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 (“2011 Performance Award”) of ___ units (“Performance Units”), each representing an initial notional value of $100.00, under the 2010 Incentive plan of oceaneering international, inc. (the “Plan”), awarded to the Participant effective May 6, 2011 (the “Award Date”), and subject to the following terms and conditions:

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 9th, 2011 • Oceaneering International Inc • Oil & gas field services, nec • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of May 6, 2011 by and between Oceaneering International, Inc., a Delaware corporation (the “Company”), and _____________________ (“Indemnitee”).

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