exv10w2






Exhibit 10.2




2009 PERFORMANCE UNIT AGREEMENT




          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:




     1. Relationship to Plan. This Award is subject to all of the terms, conditions and provisions
of the Plan and administrative interpretations thereunder, if any, which have been adopted by the
Committee thereunder and are in effect on the date hereof. Except as defined or otherwise
specifically provided herein, capitalized terms shall have the same meanings ascribed to them under
the Plan.



     2. Vesting.




     (a) The 2009 Performance Award hereby granted shall become vested in full on the third
anniversary of the Award Date, provided the Participant is in Employment on such anniversary
date.




     (b) Performance Units subject to this 2009 Performance Award shall vest, irrespective
of the provisions set forth in subparagraph (a) above, provided that the Participant has
been in continuous Employment from the Award Date until the December 15th following the
later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following
amounts provided the Participant is in Employment on the applicable December 15th:




     (i) if such December 15th occurs within one year following the Award
Date, on such December 15th, one-third of the 2009 Performance Award shall
be thereupon vested and an additional one-third of the 2009 Performance
Award shall vest on each of the two subsequent anniversaries of such
December 15th;




     (ii) if such December 15th occurs between one and two years following
the Award Date, on such December 15th, two-thirds of the 2009 Performance
Award shall thereupon be vested and an additional one-third of the 2009
Performance Award shall vest on the subsequent anniversary of such December
15th; and




     (iii) if such December 15th occurs between two and three years
following the Award Date, on such December 15th, the entire 2009 Performance
Award shall thereupon be vested.



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     (c) All Performance Units subject to this 2009 Performance Award shall vest,
irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that
the Participant has been in continuous Employment since the Award Date, upon the earliest to
occur of:




     (i) the date that the Company or any successor to the Company
terminates the Participant’s Employment for any reason on or after a Change
of Control; or




     (ii) the date that the Participant’s aggregate value of total annual
compensation (including salary, bonuses, long and short-term incentives,
deferred compensation and award of stock options, as well as all other
benefits in force on the date immediately prior to a Change of Control) is
reduced to a value that is ninety-five percent (95%) or less of the value
thereof on the date immediately prior to the Change of Control, or the
Participant’s scope of work responsibility is materially reduced from that
existing on the date immediately prior to the Change of Control, or the
Participant is requested to relocate more than 25 miles from his place of
Employment with the Company on the date immediately prior to the Change of
Control, in each case, on or after a Change of Control; or




     (iii) the Participant’s termination of Employment by reason of
Disability or death.




     (d) For purposes of this Agreement:




     (i) “Change of Control” means:




     (A) any Person is or becomes the “beneficial owner” (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended and the rules
and regulations promulgated thereunder), 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 shareholders 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:




     (1) the Incumbent Board does not have authority (whether by law
or contract) to directly control the use or further disposition of
such assets; and




     (2) the financial results of the Company and such Person are not
consolidated for financial reporting purposes.




     (F) Anything else in this definition to the contrary notwithstanding:




     (1) no Change of Control shall be deemed to have occurred by
virtue of any transaction which results in the Participant, or a
group of Persons which includes the Participant, 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




     (2) 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.




     (ii) “Disability” means the Participant is 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.
The Participant’s inability and its anticipated duration shall be determined
solely by a medical physician of the Participant’s choice to be approved by
the Company, which approval shall not be unreasonably withheld.




     (iii) “Employment” means employment with the Company or any of its
Subsidiaries.




     (iv) “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 Securities Exchange Act of 1934, as amended, and the related
rules and regulations promulgated thereunder.



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     (v) “Retirement Age” means the earlier to occur of:




     (A) age 65 or more, or




     (B) age 60 or more with at least 15 years of continuous Employment,




provided that the Participant has remained in Employment until the earlier to occur
of (A) or (B).




     (vi) “Voting Securities” means, with respect to any corporation or
other 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.



     3. Forfeiture of 2009 Performance Award. If the Participant’s Employment terminates under any
circumstances (except those provided in Paragraph 2 of this Agreement or in any other written
agreement between the Participant and the Company which provides for vesting of Performance Units
granted hereby), all unvested Performance Units as of the termination date shall be forfeited.



     4. Determination of Final Value of Performance Units. The Committee shall, as soon as
practicable after the close of the 2009-2011 Performance Period, determine the final value of each
Performance Unit granted hereunder in accordance with the 2009 Performance Award: Goals and
Measures (a copy of which has been furnished to the Participant). Such final value may range from
$0 to $125.



     5. Settlement and Payment. Settlement of all 2009 Performance Awards will be made by payment in cash.




     (a) Third Anniversary, Attainment of Retirement Age, Termination After Disability or
Death. Payment of vested 2009 Performance Awards that vest by reason of Subparagraphs 2(a),
(b) or (c)(iii) of this Agreement shall be made as soon as administratively practicable
after the close of the 2009-2011 Performance Period. In no event shall such payment be made
later than the 15th day of the third calendar month of the year following the year in which
the third anniversary of the Award Date occurs.




     (b) Change of Control. Payment of vested 2009 Performance Awards that vest by reason
of Subparagraph 2(a) after a Change of Control has occurred shall be made as soon as
administratively practicable after the close of the 2009-2011 Performance Period. Payment
of vested Performance Awards that vest (i) in accordance with Subparagraph 2(b) to a
Participant who has attained Retirement Age at any time and who then terminates Employment
after a Change of Control, (ii) upon actual termination as contemplated by Subparagraph
2(c)(i) or constructive termination upon the occurrence of any of the events described in
Subparagraph 2(c)(ii) of this Agreement, or (iii) upon termination as described in
Subparagraph 2(c)(iii) after a Change of Control, shall be made as soon as administratively
practicable after termination occurs. Payment of vested Performance Awards that vest (i) in
accordance with Subparagraph 2(b) to a Participant who had attained Retirement Age at any
time and who then terminated Employment prior to a Change of Control, or (ii) upon
termination as described in Subparagraph 2(c)(iii)
prior to a Change of Control, shall be made as soon administratively
practicable after a



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Change of Control occurs. Any payment made pursuant to this Subparagraph 5(b) will be
made as if each Performance Goal had been satisfied at the Target level, with no reduction
for such date occurring prior to the close of the 2009-2011 Performance Period.



     6. Notices. Unless the Company notifies the Participant in writing of a different procedure,
any notice or other communication to the Company with respect to this Agreement or the Plan shall
be in writing addressed to the Corporate Secretary of the Company and shall be: (a) by registered
or certified United States mail, postage prepaid, to 11911 FM 529, Houston, Texas 77041-3011; or
(b) by hand delivery or otherwise to 11911 FM 529, Houston, Texas 77041-3011. Any such notice
shall be deemed effectively delivered or given upon receipt.



          Notwithstanding the foregoing, in the event that the address of the Company’s principal
executive offices is changed prior to the date of any settlement of this 2009 Performance Award,
notices shall instead be made pursuant to the foregoing provisions at the then current address of
the Company’s principal executive offices.




          Any notice or other communication to the Participant with respect to this Agreement or the
Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or,
in the case of notices mailed by the Company to the Participant, five days after deposit in the
United States mail, postage prepaid, addressed to the Participant at the address specified at the
end of this Agreement or at such other address as the Participant hereafter designates by written
notice to the Company.




     7. Assignment of 2009 Performance Award. Except as otherwise permitted by the Committee and
as provided in the immediately following paragraph, the Participant’s rights under the Plan and
this Agreement are personal, and no assignment or transfer of the Participant’s rights under and
interest in this 2009 Performance Award may be made by the Participant other than by a domestic
relations order. This 2009 Performance Award is payable during his lifetime only to the
Participant, or in the case of the Participant being mentally incapacitated, this 2009 Performance
Award shall be payable to his guardian or legal representative.



          The Participant may designate a beneficiary or beneficiaries (the “Beneficiary”) to whom the
2009 Performance Award under this Agreement, if any, will pass upon the Participant’s death and may
change such designation from time to time by filing with the Company a written designation of
Beneficiary on the form attached hereto as Exhibit A, or such other form as may be prescribed by
the Committee; provided that no such designation shall be effective unless so filed prior to the
death of the Participant and no such designation shall be effective as of a date prior to receipt
by the Company. The Participant may change his Beneficiary without the consent of any prior
Beneficiary by filing a new designation with the Company. The last such designation that the
Company receives in accordance with the foregoing provisions will be controlling. Following the
Participant’s death, the 2009 Performance Award, if any, will pass to the designated Beneficiary
and such person will be deemed the Participant for purposes of any applicable provisions of this
Agreement. If no such designation is made or if the designated Beneficiary does not survive the
Participant’s death, the 2009 Performance Award shall pass by will or, if none, then by the laws of
descent and distribution.




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     8. Withholding. The Company’s obligations under this Agreement shall be subject to the
satisfaction of all applicable withholding requirements including those related to federal, state
and local income and employment taxes (the “Required Withholding”). The Company may withhold an
appropriate amount of cash necessary to satisfy the Participant’s Required Withholding, and deliver
the remaining amount of cash to the Participant, unless the Participant has made arrangements with
the consent of the Company for the Participant to deliver to the Company cash, check, other
available funds or shares of previously owned Common Stock for the full amount of the Required
Withholding by 5:00 p.m. Central Standard Time on the date an amount is included in the income of
the Participant. The amount of the Required Withholding and the number of shares to satisfy the
Participant’s Required Withholding shall be based on the Fair Market Value of the shares on the
date prior to the applicable date of income inclusion.



     9. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be
enforceable by the Participant, the Company and their respective permitted successors and assigns
(including personal representatives, heirs and legatees), except that the Participant may not
assign any rights or obligations under this Agreement except to the extent and in the manner
expressly permitted in Section 7 of this Agreement.



     10. No Employment Guaranteed. No provision of this Agreement shall confer any right upon the
Participant to continued Employment with the Company or any Subsidiary.



     11. Qualified Performance Awards. The Performance Units and the related 2009 Performance
Award granted hereunder are intended to qualify as qualified performance-based compensation under
Section 162(m) of the Code. The Committee shall take such action as necessary to so qualify such
2009 Performance Award under the provisions of Section 162(m) and the related regulations and
Treasury pronouncements. No action taken to comply with Section 162(m) shall be deemed to impair a
benefit under this Agreement.



     12. Code Section 409A Compliance. This Award is intended to satisfy the requirements of
Section 409A of the Code or alternatively, the short-term deferral exclusion under Section 409A of
the Code and related regulations and Treasury pronouncements.



     13. Participant Limit. The 2009 Performance Award made hereunder shall not be in an amount
greater than $5,000,000 for any Participant.



     14. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance
with the laws of the State of Texas, excluding any choice of law provision thereof that would
result in the application of the laws of any other jurisdiction.



     15. Amendment. Except as set forth herein, this Agreement cannot be modified, altered or
amended except by an agreement, in writing, signed by both the Company and the Participant.



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	 	 	OCEANEERING INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	Award Date: February 20, 2009

	 	By:	 	 	 	 
	 

	 	 	 	 

George R. Haubenreich, Jr.
	 	 
	 

	 	 	 	Senior Vice President, General Counsel
and Secretary	 	 






          The Participant hereby accepts the foregoing 2009 Performance Unit Agreement, subject to the
terms and provisions of the Plan and administrative interpretations thereof referred to above.




	 	 	 	 	 	 	 
	 

	 	 	 	PARTICIPANT:	 	 
	 
	 	 	 	 	 	 
	Date:

	 	 	 	 	 	 
	 


	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Participant’s Address:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 






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Exhibit A to 2009 Performance Unit

Agreement




Designation of Beneficiary




          I,                                            
                  (“Participant”), hereby declare that upon my death,
                  
                 
                 
         

(the “Beneficiary”) of      
                 
                                      (address), who is my
                  
                       (relationship), will be entitled to the 2009 Performance Award which may
become payable under the Plan and all other rights accorded the Participant under the Participant’s
2009 Performance Unit Agreement (capitalized terms used but not defined herein have the respective
meanings assigned to them in such agreement).




          It is understood that this designation of Beneficiary is made pursuant to the Agreement and is
subject to the conditions stated therein, including the Beneficiary’s survival of Participant. If
any such condition is not satisfied, such rights shall devolve according to the Participant’s last
will and testament, or if none, then the laws of descent and distribution.




          It is further understood that all prior designations of beneficiary under the Agreement are
hereby revoked upon the filing of this designation with the Company. This designation of
Beneficiary may only be revoked in writing, signed by the Participant, and filed with the Corporate
Secretary of the Company prior to the Participant’s death.




	 	 	 	 	 
	 

	 	 

Participant
	 	 
	 
	 	 	 	 
	 

	 	 

Date
	 	 







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