exv10w1






Exhibit 10.1




2005 INCENTIVE PLAN OF

OCEANEERING INTERNATIONAL, INC.




First Amendment




          Oceaneering International, Inc., a Delaware corporation (the “Company”), having reserved the
right under Paragraph 13 of the 2005 Incentive Plan of Oceaneering International, Inc. (the
“Plan”), to amend the Plan, does hereby amend the Plan, effective as of the close of business on
December 31, 2008, as follows:




     1. The definition of “Fair Market Value” in Paragraph 3 of the Plan is hereby amended in its
entirety to read as follows:




“‘Fair Market Value’ of a share of Common Stock means, as of a particular date, (i)
if shares of Common Stock are listed or quoted on a national securities exchange,
the closing price per share of Common Stock reported or quoted on the consolidated
transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed or quoted on that date, or, if there shall have
been no such sale so reported or quoted on that date, on the last preceding date on
which such a sale was so reported or quoted, (ii) if the Common Stock is not so
listed or quoted, the closing price on that date, or, if there are no quotations
available for such date, on the last preceding date on which such quotations shall
be available, as reported by the Nasdaq Stock Market, Inc., or, if not reported by
the Nasdaq Stock Market, Inc., by the National Quotation Bureau Incorporated, or
(iii) if shares of Common Stock are not publicly traded, the most recent value
determined by an independent appraiser appointed by the Company for such purpose.”



     2. The definition of “SAR” in Paragraph 3 of the Plan is hereby amended in its entirety to
read as follows:




“‘SAR’ means a right to receive a payment, in cash or Common Stock, equal to the
excess of the Fair Market Value of a share of Common Stock on the date the right is
exercised over the Fair Market Value of a share of Common Stock on the date of
grant.”



     3. The fourth sentence of Paragraph 6(a) of the Plan is hereby amended in its entirety to read
as follows:




“Subject to paragraph 6(c) and paragraph 18 hereof, the Committee may, in its
discretion, provide for the extension of the exercisability of an Award, accelerate
the vesting or exercisability of an Award, eliminate or make less restrictive any
restrictions contained in an Award, waive any restriction or other provision of this



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Plan or an Award or otherwise amend or modify an Award in any manner that is (i) not
adverse to the Participant to whom such Award was granted, (ii) consented to by such
Participant or (iii) authorized by paragraph 15(c) hereof; provided, however, that
no such action shall permit the term of any Option to be greater than seven years
from the applicable grant date.”



     4. Paragraph 10(b) of the Plan is deleted and Paragraph 10(c) of the Plan is hereby renumbered
as Paragraph 10(b) and any affected references thereto are revised accordingly.



     5. Paragraph 13 of the Plan is hereby amended by adding the following sentence to the end
thereof:




“Notwithstanding any provision in this Plan to the contrary, this Plan shall not be
amended or terminated in such manner that would cause this Plan or any amounts or
benefits payable hereunder to fail to comply with the requirements of Section 409A
of the Code, to the extent applicable, and any such amendment or termination that
may reasonably be expected to result in such non-compliance shall be of no force or
effect.”



     6. Paragraph 15 of the Plan is hereby amended by adding the following subparagraph 15(d) to
the end thereof:




“(d) No adjustment authorized by this paragraph 15 shall be made by the Company in
such manner that would cause or result in this Plan or any amounts or benefits
payable hereunder to fail to comply with the requirements of Section 409A of the
Code, to the extent applicable, and any such adjustment that may reasonably be
expected to result in such non-compliance shall be of no force or effect.”



     7. Paragraph 18 of the Plan is hereby amended by adding the following sentences to the end
thereof:




“This Plan is intended to comply with Section 409A, and ambiguous provisions hereof,
if any, shall be construed and interpreted in a manner that is compliant with the
application of Section 409A. The Plan shall neither cause nor permit any payment,
benefit or consideration to be substituted for a benefit that is payable under this
Plan if such action would result in the failure of any amount that is subject to
Section 409A to comply with the applicable requirements of Section 409A.”



     8. The Plan shall remain in full force and effect and, as amended by this First Amendment, is
hereby ratified and affirmed in all respects.



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          IN WITNESS WHEREOF, Oceaneering International, Inc. has caused these presents to be executed
by its duly authorized officer in a number of copies, all of which shall constitute one and the
same instrument, which may be sufficiently evidenced by any executed copy hereof, on this 15th day
of December 2008, but effective as of the close of business on December 31, 2008.




	 	 	 	 	 
	 	OCEANEERING INTERNATIONAL, INC.

 	 
	 	By:  	/s/ George R. Haubenreich, Jr.
 
	 	 	George R. Haubenreich, Jr. 	 
	 	 	Senior Vice President, General Counsel
and Secretary 
	 




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