0000950129-09-000530 Sample Contracts

Contract
Employee Restricted Stock Unit Agreement • February 24th, 2009 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2009 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 20, 2009 (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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Contract
Restricted Stock Agreement • February 24th, 2009 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2009 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 8,000 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 20, 2009 (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
Chairman Performance Unit Agreement • February 24th, 2009 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2009 Chairman Performance Unit Agreement (this “Agreement”) is between Oceaneering international, inc. (the “Company”) and John R. Huff (the “Participant”), the non-employee Chairman of the Board of Directors of the Company (“Chairman”), regarding an award (“2009 Performance Award”) of 10,000 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 20, 2009 (the “Award Date”), and subject to the following terms and conditions:

Contract
Performance Unit Agreement • February 24th, 2009 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2009 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 (“2009 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 20, 2009 (the “Award Date”), and subject to the following terms and conditions:

Contract
Chairman Restricted Stock Unit Agreement • February 24th, 2009 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2009 Chairman Restricted Stock Unit Agreement (this “Agreement”) is between Oceaneering international, inc. (the “Company”) and John R. Huff (the “Participant”), the non-employee Chairman of the Board of Directors of the Company (“Chairman”), regarding an award (“Award”) of 10,000 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 20, 2009 (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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