exv10w1



 





Exhibit 10.1




December 21, 2006




Mr. John R. Huff

Oceaneering International, Inc.

11911 FM 529

Houston, TX 77041




Re: Amended and Restated Service Agreement




Dear Mr. Huff:



Oceaneering International, Inc. values the contribution you have made to the Company over these
many years, as well as your current service as Chairman of the Board.



Reference is made to Annex I hereto for definitions of certain terms used in this Agreement, and
such definitions are incorporated herein by such reference with the same effect as if set forth
herein. Certain capitalized terms used in this Agreement in connection with the description of
various Plans are defined in the respective Plans, but if any conflicts with a definition herein
contained, this Agreement shall prevail.



The Company previously entered into the Original Agreement with you. You and the Company also
previously entered into the COC Agreement that provides certain other, and sometimes additional,
compensation and benefits to you under the circumstances set forth in the COC Agreement.



In response to the enactment of Section 409A of the Code, and in anticipation of the expiration of
Agreement Phase A under the Original Agreement, the Company and you hereby enter into this
Agreement, dated December 21, 2006, as set forth herein and effective at the Effective Date.
Except to the extent expressly provided to the contrary in the COC Agreement, you shall be entitled
to compensation and benefits under both this Agreement and the COC Agreement in the event of a
Change of Control; provided, however, Section 8(f) of this Agreement shall override and
control any contrary provision of the COC Agreement.





	1.	 	Term of this Agreement.
	 
	 	 	The Company hereby agrees that this Agreement shall continue through the Agreement Period
and you hereby agree to perform the obligations described herein. Three phases (Agreement
Phase A, Agreement Phase B and Agreement Phase C) shall collectively constitute the
Agreement Period. The date of the end of the Agreement Period, as determined in accordance
with this Agreement, is the “Expiration Date” and the period commencing August 15, 2001 and
ending on the Expiration Date is hereinafter referred to as the “Agreement Period”.
Agreement Phase A expires December 30, 2006 and is not further addressed in this Agreement.
Agreement Phase B commences December 31, 2006.




 









 












	2.	 	Duties.






	 	(a)	 	During Agreement Phase B, you shall not be an employee of the Company but shall
stand ready to perform, as an independent contractor, the duties, and hold the
position, of non-executive Chairman of the Board, as may be requested by the Board
acting in its sole discretion, subject to any required shareholder approval. In
addition, you shall provide Additional Services. During Agreement Phase B, in no event shall there be any
reduction in your Agreement Phase B Compensation (Section 7). During Agreement Phase
B, your duties as non-executive Chairman of the Board and any Additional Services
rendered on behalf of the Company (i) shall not be deemed to restrict you from
attending to matters or engaging in activities not directly related to the business of
the Company, and (ii) unless otherwise agreed to in writing by you and the Company,
shall not exceed a rate that equals or exceeds 40 hours in any calendar month.
	 
	 	(b)	 	During Agreement Phase C, you shall have no obligation to perform services for
the Company in any capacity.
	 
	 	(c)	 	During Agreement Phase C, you may be requested by the Board, acting in its sole
discretion, to serve as non-executive Chairman of the Board, subject to any required
shareholder approval. In such event, the parties shall negotiate the
terms and conditions of your service as non-executive Chairman of the
Board during Agreement Phase C.






	3.	 	Termination of Service.
	 
	 	 	Upon compliance by the initiating party with any applicable procedures set forth in Section
4 hereof, your service with the Company as non-executive Chairman of the Board may be
terminated by you or the Company (pursuant to action of the Board or of the stockholders of
the Company) for any reason.
	 
	4.	 	Procedures for Termination of Service.
	 
	 	 	If your service terminates during Phase B:






	 	(a)	 	You shall receive compensation and benefits pursuant to Section 5(a) if you are
not non-executive Chairman of the Board for any reason, including death or Disability,
other than your refusing to serve as non-executive Chairman of the Board; provided,
that (i) your refusal to serve as non-executive Chairman of the Board by reason that
the Company has failed to fulfill any of its obligations under this Agreement or (ii)
any failure by you to perform your duties under Section




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	 	 	 	2(a) at a particular level desired by the Company or the Board, shall not be
considered a refusal by you to serve as non-executive Chairman of the Board. Under
such circumstances (and subject to Section 4(c)), your Termination Date shall be (i)
for reason other than death or Disability, the date specified in a written notice
transmitted by either you or the Company on or before such date, (ii) in the case of
Disability, the date specified in a written notice by either you or the Company
delivered on or before such date and stating that a determination as to Disability
has been made by a physician of your choice, or (iii) in the case of death, the date
of your death.
	 
	 	(b)	 	You shall receive compensation and benefits pursuant to Section 5(b) if you are
not non-executive Chairman of the Board by reason of your refusing to serve as
non-executive Chairman of the Board; provided that (i) your refusal to serve as
non-executive Chairman of the Board by reason that the Company has failed to fulfill
any of its obligations under this Agreement or (ii) any failure by you to perform your
duties under Section 2(a) at a particular level desired by the Company or the Board,
shall not be considered a refusal by you to serve as non-executive Chairman of the
Board.
	 
	 	(c)	 	If you claim benefits under Section 4(a), you shall transmit to the Company, in
sufficient detail to permit a reasonable assessment of the bona fides thereof, that
your service has been terminated for any such reason. The Board shall issue a
resolution to you not more than 10 days following the date of such notice as to:






	 	(i)	 	Their Acceptance — In the event the Board accepts your notice
claiming benefits under Section 4(a), then the Termination Date is established.
	 
	 	(ii)	 	Their Rejection — In the event the Board rejects your notice,
then (A) the Company must escrow within 10 days following the rejection all
amounts which would have been due pursuant to Section 5(a) if your notice had
been accepted at a bank of your choice, (B) you must proceed to dispute
resolution pursuant to Section 9, and (C) all provisions of this Agreement,
including but not limited to Compensation (Section 7), shall be continued until
a termination is determined pursuant to such dispute resolution from which no
further appeal is possible. The Termination Date shall be the date on which no
further appeal is possible.






	5.	 	Effect of Termination of Service.
	 
	 	 	If your service is terminated during Phase B:






	 	(a)	 	Pursuant to Section 4(a) and prior to the Expiration Date, you shall receive:






	 	(i)	 	to the extent not theretofore paid, (A) payment when due of the
amount described in Section 7(a), (B) payment when due of the amount described
in Section 7(j), and (C) payment when due of the amount described in Section
7(b) if such payment described in this Section 5(a)(i)(C) is due on or prior to
the Termination Date;




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	 	(ii)	 	all benefits conferred upon you by the Termination Package, and
in addition, you shall be entitled to Medical Benefits previously earned under
Section 6 and payable to you, your Spouse and your Children for each of your
and their lives; and
	 
	 	(iii)	 	the provisions of Sections 8, 9, 10, 11(a), and 12 through 16
shall remain in full force and effect through the Expiration Date.






	 	(b)	 	Pursuant to Section 4(b) by your refusing to serve as non-executive Chairman of
the Board, you shall receive:






	 	(i)	 	to the extent not theretofore paid, (A) payment when due of the
amount described in Section 7(a), (B) payment when due of the amount described
in Section 7(j), and (C) payment when due of the amount described in Section
7(b) if such payment described in this Section 5(a)(i)(C) is due on or prior to the Termination Date;
	 
	 	(ii)	 	all benefits under the Plans and the Other Plans in which you
are at the time a participant, to the extent the same are vested under the
terms thereof at the Termination Date, and in addition, you shall be entitled
to Medical Benefits previously earned under Section 6 and payable to you, your
Spouse and your Children for each of your and their lives; and
	 
	 	(iii)	 	(except as otherwise provided herein) all other obligations of
the Company under this Agreement shall thereupon cease, except that the
provisions of Sections 8, 9, 10, 11(a), and 12 through 16 shall remain in full
force and effect through the Expiration Date.






	 	 	You shall not be required to mitigate the amount of any payment provided for in this
Agreement by seeking employment or other service, nor shall the amount of any payment
provided for in this Agreement be reduced by any compensation earned by you as the result of
employment with or service to another Person after any Termination Date.
	 
	6.	 	Medical Care Benefits.






	 	(a)	 	Notwithstanding anything in this Agreement to the contrary, and in all events,
until the last to die of you, your Spouse and your Children, the Company shall pay for
all Medical Care and reimbursement for tax consequences as specified in this Section 6
for you, your Spouse and your Children, without reduction. The Company may arrange for
a group or individual insurance policy to provide all or a portion of these Medical
Care costs, however, in all events, the Company is obligated to ensure that payment for
all Medical Care costs is made within 10 days of submittal to the Company for payment.
The Company shall either pay all amounts directly to the provider of the Medical Care
or reimburse you, your Spouse and your Children for such expenses incurred, whichever
may be requested by you, your Spouse or your Children. Should the Company elect to
provide insurance for any or all of the costs of Medical Care, the Company shall
nevertheless provide 100% reimbursement of any expenses incurred by you, your




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	 	 	 	Spouse and your Children that are not reimbursed by insurance or otherwise within 10
days after submittal of such expenses to the Company for payment.
	 
	 	(b)	 	Reimbursement for Tax Consequences — In the event that any payment,
distribution, transfer or benefit by the Company, the Company sponsored benefit plans
programs or practices, on account of Medical Care described in Section 6(a) herein, to
or for the benefit of you, your Spouse or your Children or the heirs or beneficiaries
thereof (each a “Payment” and collectively the “Payments”) is or was subject to any
income tax imposed by the Code any successor provision or any comparable provision of
state or local income tax law (collectively, “Income Tax”), or any interest, penalty or
addition to tax is or was incurred by you, or your Spouse or your Children with respect
to such Income Tax (such Income Tax, together with any such interest, penalty, addition
to tax, and costs [including professional fees] hereinafter collectively referred to as
the “Tax”), then, in accordance with the provisions of this Section 6(b), the Company
shall pay to you (or, as applicable, your Spouse or your Children) an additional cash
payment (hereinafter referred to as the “Gross-Up Payment”) in an amount such that
after payment by you (or your Spouse or your Children) of all taxes, interest,
penalties, additions to tax and costs imposed or incurred with respect to the Gross-Up
Payment (including without limitation, any income and excise taxes imposed upon the
Gross-Up Payment), you (or your Spouse or your Children) retains an amount of the
Gross-Up Payment equal to the Tax imposed upon such Payment or Payments. The Company’s
funding of any such Gross-Up Payment shall be triggered by a determination by you, your
Spouse or your Children that a Payment is subject to Tax. Following any such
determination, the Company shall, within 20 days, pay to you (or, as applicable, your
Spouse or your Children) the applicable Gross-Up Payment to be calculated assuming the
highest incremental individual income tax rate then in effect. Thereafter, if it is
determined by you, your Spouse, your Children or any agent thereof that:






	 	(i)	 	Medical Care expenses for which a Payment was made resulted in
an income tax deduction to the recipient of the Gross-Up Payment; or
	 
	 	(ii)	 	the Gross-Up Payment was calculated using a tax rate in excess
of the highest incremental tax rate actually paid by the recipient of the
Gross-Up Payment,






	 	 	 	then the recipient of the Gross-Up Payment shall reimburse the Company for the
amount by which the Gross-Up Payment exceeded the actual Tax paid. This Section
6(b) is intended to put you (or your Spouse or your Children) in the same position
as would have existed had no Tax been imposed upon or incurred as a result of any
Payment.






	7.	 	Compensation.






	 	(a)	 	On August 15, 2007, the Company shall pay you the lump sum amount of
$6,400,000.




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	 	(b)	 	During Agreement Phase B, the Company agrees to pay you the following lump sum
amounts at the following times:





	 	 	 	 	 
	August 15, 2007

	 	$	1,415,000	 
	 
	 	 	 	 
	August 15, 2008

	 	$	940,000	 
	 
	 	 	 	 
	August 15, 2009

	 	$	940,000	 
	 
	 	 	 	 
	August 15, 2010

	 	$	940,000	 







	 	(c)	 	Following the commencement of Agreement Phase C, the Company will be obligated
to pay you the Termination Package.
	 
	 	(d)	 	During Agreement Phase B, in addition to the compensation described in Section
7(b), you shall continue to vest as if you had remained employed by the Company in any
interests that you may hold under the Plans or Other Plans as of December 31, 2006,
including without limitation, continued participation of the then current Fiscal Year
Bonus Plan if the applicable fiscal year commenced during Agreement Phase A; provided,
however, (A) that you shall not be eligible to participate in any subsequent grants or
contributions made under the Plans and the Other Plans on or after January 1, 2007,
other than the Long Term Incentive Bonus Plan, and you shall receive Long Term
Incentive Bonus Plan awards for calendar years 2007 and 2008 equal to those awarded to
the Chief Executive Officer of the Company and subject to the same performance measures
and vesting schedules as are applicable to the Chief Executive Officer, and (B) you
shall receive a distribution of your interest in the SERP determined as of June 29,
2007, as soon as practicable after June 29, 2007, but not later than July 10, 2007.
	 
	 	(e)	 	During Agreement Phase C, you shall not be eligible to participate in any
subsequent grants or contributions made to the Plans and the Other Plans, unless you
serve as non-executive Chairman of the Board during Agreement Phase C pursuant to
Section 2(c), in which event you shall remain eligible to participate in the Long Term
Incentive Bonus Plan for such period on the same terms as if you were in Agreement
Phase B, subject to the limitation provided in Section 7(g) below.
	 
	 	(f)	 	While serving as non-executive Chairman of the Board, the Company shall
reimburse you for all expenses paid or incurred by you in the performance of your
duties under this Agreement in accordance with the Company’s normal expense
reimbursement policies applicable to non-employee members of the Board, and such
reimbursement shall be made with regard for your higher level of responsibility as
Chairman of the Board.




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	 	(g)	 	Additionally, while serving as non-executive Chairman of the Board, the Company
shall pay you such Board retainers, meeting fees, and any cash or equity awards as are
applicable to non-employee members of the Board; provided however, you shall not be
eligible for any such retainers, fees or awards for 2007 or 2008 as you are to receive
a Long Term Incentive Bonus Plan award equal to that of the Chief Executive Officer.
For any year after 2008 in which you receive a Long Term Incentive Bonus Plan award in
excess of awards applicable to non-employee members of the Board, you will not receive
an additional Long Term Incentive Bonus Plan award equal to the award granted to other
non-employee members of the Board for such year.
	 
	 	(h)	 	During such period as you are serving as non-executive Chairman of the Board,
the Company shall provide you appropriate office space and administrative assistance,
and you shall be entitled to use all Company facilities on the same terms as available
to other non-employee members of the Board. Further, the Company agrees that you shall
have a right of first refusal to purchase the Daybreak fishing barge for fair market
value at such time as the Company chooses to sell the Daybreak, and such fair market
value shall be deemed equal to the amount of a bona fide third-party offer made on or
about such time.
	 
	 	(i)	 	If, prior to the Expiration Date, the Company ceases to provide you with appropriate office space and
administrative assistance, then until the Expiration Date, you shall be entitled to obtain the professional
services of employees of the Company by your payment of fair market value for such
services, and such fair market value shall be as determined in good faith by agreement
between you and the Company.
	 
	 	(j)	 	Vacation pay accrued by you as an employee of the Company through December 30,
2006, will be paid to you on January 10, 2007.






	8.	 	Tax Protection.






	 	(a)	 	Any other provision of this Agreement to the contrary notwithstanding, if the
present value (as defined herein) of the total amount of payments and benefits to be
paid or provided to you under this Agreement which are considered to be “parachute
payments” within the meaning of Section 280G(b) of the Code, when added to any other
such “parachute payments” received by you from the Company upon or after a Change of
Control, whether or not under this Agreement, is in excess of the amount you can
receive without causing you to be subject to an excise tax with respect to such amount
on account of Code Section 4999, the Company shall pay to you an additional amount
(hereinafter referred to as the “Excise Tax Premium”). The Excise Tax Premium shall be
equal to the excise tax determined under Code Sections 280G and 4999 attributable to
the total amount of payments and benefits to be paid or provided to you under this
Agreement and any other “parachute payments” received by you upon or after a Change of
Control. The Excise Tax Premium shall also include any amount attributable to excise
tax on the Excise Tax Premium. The Company shall also




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	 	 	 	pay to you an additional amount (the “Additional Amount”) such that the net amount
received by you, after paying any applicable Excise Tax Premium and any federal or
state income, excise or other tax on such additional amount, shall be equal to the
amount that you would have received if such Excise Tax Premium were not applicable.
You shall be deemed to pay income taxes on the date of termination of your service
at the highest marginal rate of income taxation in effect in your taxing
jurisdiction. The Additional Amount shall include any amount attributable to
income, excise or other tax on the Additional Amount.
	 
	 	(b)	 	Not later than 30 days following your Termination Date as provided herein, the
independent public accountants acting as auditors for the Company on the date of the
Change of Control (or another accounting firm designated by you) shall determine
whether the sum of the present value of any “parachute payments” payable under this
Agreement and the present value of any other “parachute payments” received by you from
the Company upon or after a Change of Control is in excess of the amount you can
receive without causing you to be subject to an excise tax with respect to such amount
on account of Code Section 4999, and shall determine the amount of any Excise Tax
Premium and Additional Amount payable to you. The Excise Tax Premium and Additional
Amount shall be paid to you as soon as practicable but in no event later than 30 days
following your Termination Date, and shall be net of any amounts required to be
withheld for taxes.
	 
	 	(c)	 	For purposes of this Section 8, “present value” means the value determined in
accordance with the principles of Section 1274(b)(2) of the Code under the rules
provided in Treasury Regulations under Section 280G of the Code.
	 
	 	(d)	 	References to Code Section 280G herein are specific references to Section 280G
as added to the Code by the Tax Reform Act of 1984 and as amended by the Tax Reform Act
of 1986. To the extent Code Section 280G is amended prior to the termination of this
Agreement, or is replaced by a successor statute, the provisions of this Section 8
shall be deemed modified without further action of the parties in a manner consistent
with such amendments or successor statutes, as the case may be. In the event that Code
Section 280G or any successor statute is repealed, this Section 8 shall cease to be
effective on the effective date of such repeal. The parties recognize that Treasury
Regulations under Code Sections 280G and 4999 may affect the amount that may be paid
hereunder and agree that, upon the issuance of any such regulations, this Agreement may
be modified as in good faith may be deemed necessary in light of the provisions of such
regulations to achieve the purposes hereof, and that consent to such modifications
shall not be unreasonably withheld.
	 
	 	(e)	 	The foregoing notwithstanding, if you receive payment from the Company for
reimbursement of any excise taxes pursuant to any other agreement, to the extent any
Excise Tax Premium under this Agreement be duplicative, you shall not be entitled to
receive payment of such an Excise Tax Premium.




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	 	(f)	 	Within ten days after the date on which either you or the Company receives
notice of proposed examination findings (a/k/a 30-day letter) under which the Internal
Revenue Service has proposed that any federal tax, penalty, addition or interest
thereon (collectively, a “Tax Liability”) be assessed under Section 409A of the Code
with respect to any benefit provided under this Agreement and/or the COC Agreement, the
Company shall pay to you in the form of a cash lump sum such amount as is equal to such
Tax Liability, plus an additional amount (a “409A Additional Amount”) such that the net
amount received by you, after paying any applicable Tax Liability and any federal or
state income, excise or other tax on such 409A Additional Amount, shall be equal to the
amount that you would have received if such Tax Liability had not been assessed. For
purposes of determining a 409A Additional Amount, you shall be deemed to pay income
taxes at the highest marginal rate of income taxation in effect in your taxing
jurisdiction. A 409A Additional Amount shall include any amount attributable to
income, excise or other tax on such 409A Additional Amount. By execution of this
Agreement, you expressly covenant to amend this Agreement and/or the COC Agreement as
requested by the Company to ensure compliance with Section 409A and applicable Treasury
regulations, unless such amendment would cause more than insubstantial economic harm to
you.






	9.	 	Dispute Resolution.






	 	(a)	 	This Agreement shall be governed in all respects, including as to validity,
interpretation and effect, by the internal laws of the State of Texas without regard to
choice of law principles.
	 
	 	(b)	 	It is irrevocably agreed that if any dispute arises with respect to any action,
suit or other legal proceeding pertaining to this Agreement or to the interpretation of
or enforcement of any of your rights hereunder under this Agreement:






	 	(i)	 	the Company and you agree that exclusive jurisdiction for any
such suit, action or legal proceeding shall be in the state district courts of
Texas sitting in Harris County, Texas;
	 
	 	(ii)	 	we are each at the time present in Texas for the purpose of
conferring personal jurisdiction;
	 
	 	(iii)	 	the Company and you each consent to the jurisdiction of each
such court in any such suit, action or legal proceeding and will comply with
all requirements necessary to give such court jurisdiction;
	 
	 	(iv)	 	the Company and you each waive any objection it may have to the
laying of venue of any such suit, action or legal proceeding in any of such
court; and
	 
	 	(v)	 	the Company and you each waive any objection or right to
removal it that may otherwise have in any such suit, action or legal
proceeding.




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	 	(vi)	 	any such suit, action or legal proceeding may be brought in
such court, and any objection that the Company or you may now or hereafter have
to the venue of such action or proceeding in any such court or that such action
or proceeding was brought in an inconvenient court is waived, and we each agree
not to plead or claim the same;
	 
	 	(vii)	 	service of process in any such suit, action or legal
proceeding may be effected by mailing a copy thereof by registered or certified
mail, return receipt requested (or any substantially similar form of mail),
postage prepaid, to such party provided in Section 13 hereof, and
	 
	 	(viii)	 	prior to any trial on the merits, we will submit to court supervised,
non-binding mediation.






	 	(c)	 	Notwithstanding any contrary provision of Texas law, the Company shall have the
burden of proof with respect to any of the following: (i) that you refused to serve as
non-executive Chairman of the Board; (ii) that the Company is not in default of the
performance of its obligations under this Agreement; and (iii) that a Change of Control
has not occurred.






	10.	 	Indemnity.
	 
	 	 	You will receive, to the fullest extent possible and to such greater extent as applicable
law hereafter may permit, indemnity from the Company on terms at least as favorable as that
provided under (i) the Indemnity Agreement, or (ii) the Company’s Bylaws, as in effect on
the date hereof.
	 
	11.	 	Successors; Binding Agreement.






	 	(a)	 	In the event any Successor does not assume this Agreement by operation of law,
the Company will seek to have any Successor, by agreement in form and substance
satisfactory to you, expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it. If
there has been a Change of Control prior to, or a Change of Control will result from,
any such succession, then failure of the Company to obtain at your request such
agreement prior to or upon the effectiveness of any such succession (other than by
merger or consolidation) shall constitute a termination of your status as non-executive
Chairman of the Board for reasons other than your refusal to serve.
	 
	 	(b)	 	This Agreement shall inure to the benefit of and be enforceable by your
personal and legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.






	12.	 	Fees and Expenses.
	 
	 	 	The Company shall pay all legal and other costs (including but not limited to,
administrative, accounting, tax, human resource and expert witness fees and expenses) up




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	 	 	to a maximum of $1,000,000 incurred by you as a result of your seeking to obtain, assert or
enforce any right or benefit conferred upon you by this Agreement.
	 
	 	 	You shall prepare an estimate of any fees you expect to incur in the following 90 days and
claim reimbursement for under this Section 12 no later than 10 days after notice by you to
the Company that you intend to seek legal representation under this Agreement. The Company
shall pay such estimates to you within 10 days of your notice. At the end of the 90 days,
and each 90 days thereafter, you shall prepare a subsequent estimate and submit it to the
Company within 10 days and the Company agrees to pay all subsequent such estimates to you
within 10 days of each notice until the matter has been resolved. After the matter has been
resolved, you will submit an appropriate accounting of actual expenses and estimates; such
that:






	 	(i)	 	if estimates paid to you exceed actuals, you will promptly
submit a refund to the Company; or
	 
	 	(ii)	 	if actuals exceed estimates paid to you, you will submit a
final request for reimbursement from the Company, which the Company will
promptly pay.






	 	 	To the extent that your Spouse or Children are seeking to obtain, enforce or assert any
right or benefit conferred on them by this Agreement, they shall be entitled to fee and
expense reimbursement as if the right or benefit had been asserted by you.
	 
	13.	 	Notices.
	 
	 	 	Any and all notices required or permitted to be given hereunder shall be in writing and
shall be deemed to have been given when delivered in person to the Persons specified below
or deposited in the United States mail, certified or registered mail, postage prepaid and
addressed as follows:






			
	          If to the Company:	 	Oceaneering International, Inc.

11911 FM 529

Houston, Texas 77041

Attention: Chairman, Compensation Committee of the
Board of Directors
	 		
	          If to you:	 	John R. Huff

102 Broad Oaks Circle

Houston, Texas 77056






	 	 	Either party may change, by the giving of notice in accordance with this Section 13, the
address to which notices are thereafter to be sent.




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	14.	 	Validity.
	 
	 	 	The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall remain in
full force and effect.
	 
	15.	 	Survival.
	 
	 	 	All obligations undertaken and benefits conferred pursuant to this Agreement, except those
set forth in Sections 1 and 2, shall survive the Agreement Period and any termination of
service and continue thereafter until performed in full.
	 
	16.	 	Miscellaneous.






	 	(a)	 	No provision of this Agreement may be modified, waived or discharged unless
such modification, waiver or discharge is agreed to in writing, signed by you and the
Chairman of the Compensation Committee of the Board. No waiver by either party hereto
at any time of any breach by the other party hereto of, or of compliance with, any
condition or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either party
which are not expressly set forth in this Agreement.
	 
	 	(b)	 	Failure to pay within 10 days of a payment due date or notice thereon (whether
payment is disputed or not) will result in a default of this Agreement. Past due
amounts will accrue interest and compound at the lesser of 2% per month or the highest
interest rate allowed by law.
	 
	 	(c)	 	Your Spouse and Children are third party beneficiaries of this Agreement with
respect to Medical Care benefits under Section 6, dispute resolution in Section 9, and
fees and expenses in Section 12.




If this letter correctly sets forth our understanding with respect to the subject matter hereof,
please sign and return one copy of this letter to the Company.




	 	 	 	 	 
	 	Sincerely,





Oceaneering International, Inc.

 	 
	 	BY:  	/s/
Harris J. Pappas 	 
	 	 	Harris J. Pappas, Chairman 	 
	 	 	Compensation Committee of the Board 	 
	 



Agreed to as of this the 21st day

of December, 2006:

 





/s/ John R. Huff



John R. Huff




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ANNEX I TO AMENDED AND RESTATED SERVICE AGREEMENT

DATED DECEMBER 21, 2006

BETWEEN

OCEANEERING INTERNATIONAL, INC. AND

JOHN R. HUFF




Definition of Certain Terms



“ADDITIONAL
SERVICES” means services provided by you in furtherance of the
Company’s business operations as may be mutually agreed to in
writing by you and the Company which shall initially involve
strategic planning and business expansion initiatives; provided,
however, that (i) any such Additional Services shall be
commensurate in all material respects with your duties as
non-executive Chairman of the Board and (ii) in furtherance of
any objective to be achieved in connection with performance of
Additional Services, you shall have access to all information and
materials from the Company as you deem necessary or advisable to
accomplish the objective.




“AGREEMENT” means this Amended and Restated Service Agreement between you and the Company dated as
of December 21, 2006, but effective as of the Effective Date.



“AGREEMENT PERIOD” means uninterrupted period beginning August 15, 2001, and ending upon the
expiration of Agreement Phase C.



“AGREEMENT PHASE A” means period beginning on August 15, 2001 and ending on December 30, 2006.



“AGREEMENT PHASE B” means the period beginning on December 31, 2006, and ending on the earlier to
occur of (i) the date on which you are no longer serving as Chairman of the Board; or (ii) August
15, 2011.



“AGREEMENT PHASE C” means the period beginning on the expiration of Agreement Phase B and ending 10
years thereafter.



“BOARD” means the Board of Directors of the Company.



“CHANGE OF CONTROL” means the earliest date at which:





	 	(a)	 	any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company representing
20% or more of the combined voting power of the Company’s outstanding Voting
Securities, other than through the purchase of Voting Securities directly from the
Company through a private placement; or
	 
	 	(b)	 	individuals who constitute the Board on the date hereof (the “Incumbent Board”)
cease for any reason to constitute at least a majority thereof, provided that any
person becoming a director subsequent to the date hereof whose election, or nomination
for election by the Company’s shareholders, was approved by a vote of at least
two-thirds of the directors comprising the Incumbent Board shall from and after such
election be deemed to be a member of the Incumbent Board; or
	 
	 	(c)	 	the Company is merged or consolidated with another corporation or entity and as
a result of such merger or consolidation less than 60% of the outstanding Voting
Securities of the surviving or resulting corporation or entity shall then be owned by
the former stockholders of the Company; or




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	 	(d)	 	a tender offer or exchange offer is made and consummated by a Person other than
the Company for the ownership of 20% or more of the Voting Securities of the Company
then outstanding; or
	 
	 	(e)	 	all or substantially all of the assets of the Company are sold or transferred
to a Person as to which (i) the Incumbent Board does not have authority (whether by law
or contract) to directly control the use or further disposition of such assets and (ii)
the financial results of the Company and such Person are not consolidated for financial
reporting purposes.




Anything else in this definition to the contrary notwithstanding, (i) no Change of Control shall be
deemed to have occurred by virtue of any transaction which results in you, or a group of Persons
which includes you, acquiring more than 20% of either the combined voting power of the Company’s
outstanding Voting Securities or the Voting Securities of any other corporation or entity which
acquires all or substantially all of the assets of the Company, whether by way of merger,
consolidation, sale of such assets or otherwise, and (ii) no Change of Control shall be deemed to
have occurred unless such event constitutes an event specified in Code Section 409A(2)(A)(v) and
the Treasury regulations promulgated thereunder.



“CHILDREN” means your natural children as of August 15, 2001, namely Christopher David Huff and
Jonathan Travis Huff.



“COC AGREEMENT” means the Change in Control Agreement between you and the Company dated August 15,
2001.



“CODE” means the Internal Revenue Code of 1986, as amended.



“COMPANY” means Oceaneering International, Inc., a Delaware corporation, headquartered in Houston,
Texas.



“DISABILITY” means you are unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less than 12 months. Your inability and its
anticipated duration shall be determined solely by a medical physician of your choice to be
approved by the Company, which approval shall not be unreasonably withheld.



“EFFECTIVE DATE” means the close of business on December 30, 2006.



“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.



“EXPIRATION DATE” means the end of the Agreement Period as described in Section 1.



“FISCAL YEAR BONUS PLAN” means for each year, the Company’s fiscal year bonus plan, or any other
plan adopted by the Board which provides for the payment of additional compensation or equity
consideration on an annual basis to senior executive officers contingent upon the Company’s
performance, including stock performance and results of operations for that specific




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year, in either case as such plan shall be amended or modified prior to, but not on or after, any
Termination Date.



“INDEMNITY AGREEMENT” means that certain agreement between you and the Company dated as of November
16, 2001, and any successor thereto.



“LONG TERM INCENTIVE BONUS PLAN” means the Company’s long term incentive plans (including
agreements issued thereunder, e.g., restricted stock agreements and stock option agreements) or any
other plan or agreement approved by the Board, other than the Fiscal Year Bonus Plan, which
provides for the payment of additional compensation or equity consideration to senior executive
officers contingent on the Company’s performance, including stock performance and results of
operations for a specific time period, and in either case, as such plan may be amended or modified
prior to, but not on or after, any Termination Date.



“MARKET VALUE,” when used with respect to a Share, means the mean between the highest and lowest
sales price per Share on the New York Stock Exchange or if not listed thereon, on such other
exchange as shall at the time constitute the principal exchange for trading in Shares. If the
Shares are not publicly traded, the market value shall be as determined by an independent appraiser
appointed by you for such purpose.



“MEDICAL CARE” means any expense required, as determined in your, or the applicable of your Spouse
or Children receiving such benefits after your death, sole discretion, to provide assistance to the
well being of “you,” “your Spouse,” or “your Children” for their maintenance of physical and/or
mental health, as such expenses were generally defined in Section 213(d)(1) of the Code as in
effect as of August 15, 2001.



“ORIGINAL AGREEMENT” means, collectively, the Service Agreement between you and the Company, dated
as of August 15, 2001, the First Modification thereto dated May 11, 2006, and the Second
Modification thereto dated August 25, 2006.



“OTHER PLANS” means any thrift; bonus or incentive; stock option or stock accumulation; pension;
medical, disability, accident or life insurance plan, program, policy or arrangement of the Company
which is intended to benefit employees of the Company that are similarly situated to you (other
than the Plans or as otherwise provided to you in this Agreement).



“PERSON” means any individual, corporation, partnership, group, association or other “person,” as
such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company or any
Plans sponsored by the Company.



“PLANS” means any Fiscal Year Bonus Plan, Long Term Incentive Bonus Plan and the SERP.



“SERP” means the Supplemental Executive Retirement Plan (“SERP”), as the same shall be amended or
modified.



“SHARES” means shares of Common Stock, $.01 par value, of the Company at the date of this
Agreement, as the same shall be subsequently amended, modified or changed.




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“SPOUSE” means the woman who was legally married to you as of August 15, 2001, namely Karen Keohane
Huff.



“SUCCESSOR” means any Person that succeeds to, or has the ability to control, the Company’s
business as a whole, directly by merger, consolidation or spin-off or indirectly by purchase of the
Company’s Voting Securities or acquisition of all or substantially all of the assets of the
Company.



“TERMINATION DATE” means that date which is the final date of your service pursuant to Section 4.



“TERMINATION NOTICE” is a notice that complies with the requirements of Section 4.



“TERMINATION PACKAGE” means your right to receive, and the Company’s obligation to pay and/or
perform on, the following:





	 	(a)	 	On or within five days following the Termination Date, the Company shall pay to
you a cash lump sum in an amount equal to $800,000. The Company shall also pay to you a
cash lump sum in an amount equal to $800,000 on each of the subsequent nine
anniversaries of the Termination Date. In the event of your subsequent Disability,
death or a Change of Control, all unpaid amounts shall be accelerated and paid to your
estate, or you, respectively, in a non-discounted lump-sum payment;
	 
	 	(b)	 	Any other amounts then owed to you by the Company, including interest per
Section 16(b);
	 
	 	(c)	 	All then outstanding contingent compensation issued or awarded to you under the
Plans and Other Plans shall become vested, exercisable, distributable and unrestricted
(any contrary provision in the Plans notwithstanding). You shall have the right
immediately to:






	 	(i)	 	for one year thereafter, exercise all or any portion of all
your options covered by the Plans and Other Plans and to have the underlying
Shares issued to you,
	 
	 	(ii)	 	for one year thereafter, in lieu of such exercise as provided
in Subsection (c)(i) above, as elected by you, to receive a cash amount within
five days following an applicable Termination Date equal to the spread between
the exercise price and the higher Market Value of the shares, multiplied by the
number of shares of outstanding stock options,
	 
	 	(iii)	 	all Shares of Restricted Stock issued under the Plans and
Other Plans shall be vested with all conditions to have been deemed to have
been satisfied with respect to all such shares of Restricted Stock provided
that such share had not theretofore been forfeited,




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	 	(iv)	 	to receive a cash amount within five days following an
applicable Termination Date equal to all tax assistance payments associated
with the issuance of Shares covered by Restricted Stock held by you under the
Plans and Other Plans and vested pursuant to Subsection (c)(iii) above. Any
obligation to not sell Shares issued to you under Restricted Stock programs for
any period of time after vesting to keep associated tax assistance payments is
eliminated, and
	 
	 	(v)	 	obtain the full benefit of any other contingent compensation
rights to which you may be entitled under the Plans and Other Plans, including
without limitation the maximum award you would have been eligible to receive
under the then current Fiscal Year Bonus Plan if the applicable fiscal year
commenced during Agreement Phase A, and, in each case, as though all applicable
performance targets had been met or achieved at maximum levels for all
performance periods (including those extending beyond the Expiration Date) and
any and all Other Plans and SERP contingencies had been satisfied in full.




“VOTING SECURITIES” means, with respect to any corporation or business enterprise, those
securities, which under ordinary circumstances are entitled to vote for the election of directors
or others charged with comparable duties under applicable law.





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