0000950129-08-001173 Sample Contracts

Contract
Non-Employee Director Restricted Stock Agreement • February 25th, 2008 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2008 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 22, 2008 (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
2008 Employee Restricted Stock Unit Agreement • February 25th, 2008 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2008 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 22, 2008 (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
2008 Chairman Performance Unit Agreement • February 25th, 2008 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2008 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 (“2008 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 22, 2008 (the “Award Date”), and subject to the following terms and conditions:

Contract
2008 Chairman Restricted Stock Unit Agreement • February 25th, 2008 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2008 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 22, 2008 (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
2008 Performance Unit Agreement • February 25th, 2008 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2008 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 (“2008 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 22, 2008 (the “Award Date”), and subject to the following terms and conditions:

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