2012 Chairman Performance Unit Agreement Sample Contracts

Contract
2012 Chairman Performance Unit Agreement • February 28th, 2012 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2012 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 (“2012 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 February 24, 2012 (the “Award Date”), and subject to the following terms and conditions:

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