0000950129-06-000949 Sample Contracts

Contract
Non-Employee Director Restricted Stock Agreement • February 3rd, 2006 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2006 Non-Employee Director Restricted Stock Agreement (this “Agreement”) is between Oceaneering international, inc. (the “Company”) and ______(the “Participant”), a non-employee Director, regarding an award (“Award”) of ______shares of Common Stock (as defined in the 2005 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 2, 2006 (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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Contract
2006 Performance Unit Agreement • February 3rd, 2006 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2006 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 (“2006 Performance Award”) of ______ units (“Performance Units”), each representing an initial notional value of $100.00, under the 2005 Incentive plan of oceaneering international, inc. (the “Plan”), awarded to the Participant effective February 2, 2006 (the “Award Date”), and subject to the following terms and conditions:

Contract
2006 Employee Restricted Stock Unit Agreement • February 3rd, 2006 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2006 Employee 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 2005 Incentive plan of oceaneering international, inc. (the “Plan”), awarded to the Participant effective February 2, 2006 (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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