0000950129-07-000915 Sample Contracts

Contract
2007 Chairman Performance Unit Agreement • February 27th, 2007 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2007 Performance Unit Agreement (this “Agreement”) is between Oceaneering international, inc. (the “Company”) and __________ (the “Participant”), the non-employee Chairman of the Board of Directors of the Company (“Chairman”), regarding an award (“2007 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 23, 2007 (the “Award Date”), and subject to the following terms and conditions:

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Contract
2007 Chairman Restricted Stock Unit Agreement • February 27th, 2007 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2007 Chairman Restricted Stock Unit Agreement (this “Agreement”) is between Oceaneering international, inc. (the “Company”) and (the “Participant”), the non-employee Chairman of the Board of Directors of the Company (“Chairman”), 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 23, 2007 (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:

Contract
Non-Employee Director Restricted Stock Agreement • February 27th, 2007 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2007 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 23, 2007 (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:

Contract
2007 Employee Restricted Stock Unit Agreement • February 27th, 2007 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2007 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 23, 2007 (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:

Contract
2007 Performance Unit Agreement • February 27th, 2007 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2007 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 (“2007 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 23, 2007 (the “Award Date”), and subject to the following terms and conditions:

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