exv10w9






Exhibit 10.9




December 15, 2008




Mr. John R. Huff

Oceaneering International, Inc.

11911 FM 529

Houston, TX 77041





			
	Re:	 	Modification to December 21, 2006 Service Agreement (“Modification”)





Dear Mr. Huff:



In order to comply with Section 409A of the Internal Revenue Code, it is necessary to modify the
Amended and Restated Service Agreement (and Annex I thereto), dated December 21, 2006 (the
“Agreement”), entered into between you and Oceaneering International, Inc. (the “Company”).



To effect these purposes, the following provisions of the Agreement and Annex I thereto shall be
modified as set forth below, effective as of the close of business on December 31, 2008. Any
capitalized terms used but not defined herein shall be as defined in the Agreement.





	1.	 	Sections 8(a) and 8(b) of the Agreement are hereby modified to read as follows:





“(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 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 in connection with 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 in connection
with 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 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



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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 in connection with 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.”




	2.	 	Section 12 is hereby modified to read as follows:





“The Company shall reimburse you for all legal and other costs (including but not
limited to, administrative, accounting, tax, human resource and expert witness fees
and expenses) 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 submit all invoices for such incurred costs to the Company no later than
30 days prior to the end of the taxable year following the taxable year in which
they were incurred. The Company shall reimburse you for such costs within 14 days
of receipt of such invoices, whether or not disputed.



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.”




	3.	 	The Agreement is hereby modified by adding a new Section 17 to the end thereof which shall
read as follows:





“17. Section 409A of the Code.




(a) You shall have no right to specify the calendar year during
which any payment hereunder shall be made.




(b) All reimbursements or provision of in-kind benefits pursuant to
this Agreement shall be made in accordance with Treasury Regulation
§1.409A-3(i)(1)(iv) such that the



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reimbursement or provision will be deemed payable at a specified
time or on a fixed schedule relative to a permissible payment event.
Specifically, the amounts reimbursed or in-kind benefits provided
under this Agreement during one taxable year may not affect the
amounts reimbursed or provided in any other taxable year, the
reimbursement of an eligible expense shall be made on or before the
last day of the taxable year following the taxable year in which the
expense was incurred, and the right to reimbursement or provision of
an in-kind benefit is not subject to liquidation or exchange for
another benefit. Notwithstanding any provision to the contrary in
the Agreement, you agree that you shall submit reimbursable expenses
to the Company no later than 30 days prior to the end of the taxable
year following the taxable year in which they were incurred.




(c) An entitlement to a series of payments under this Agreement will
be treated as an entitlement to a series of separate payments.




(d) Notwithstanding anything to the contrary in the Agreement,
notification of any determination required under Section 6(b) shall
be made to the Company no later than 30 days prior to date you remit
the applicable tax to the taxing authority.”




	4.	 	The definition of “Market Value” in Annex I is hereby modified by adding the following
sentence to the end thereof which shall read as follows:





“With respect to grants or determinations made on and after January 1, 2009,
‘Market Value’ means, as of a particular date, (i) if Shares are listed or
quoted on a national securities exchange, the closing price per Share
reported or quoted on the consolidated transaction reporting system for the
principal national securities exchange on which Shares 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 Shares are 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 are not publicly traded, the most recent value determined by an
independent appraiser appointed by the Company for such purpose.”




	5.	 	The definition of “Termination Date” in Annex I is hereby modified to read as follows:





“‘TERMINATION DATE’ means the earlier of that date which is the final date
of your service pursuant to Section 4 or August 15, 2011.”



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	 6. The third sentence of Subsection (a) of the definition of “Termination Package” in Annex I is
hereby modified to read as follows:





“In the event of your subsequent Disability, death or a Change of Control, all
unpaid amounts under this Subsection (a) shall be accelerated and paid to you or
your estate, as applicable, in a non-discounted lump-sum payment within five days of
such event;”




	 7. Subsection (c)(iii) of the definition of “Termination Package” in Annex I is hereby modified
to read as follows:





“Performance Units, Restricted Stock Units, and any 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 at the maximum level (provided that such awards
had not theretofore been forfeited),”


If you agree to the terms set forth in this Modification, please sign below and return one copy of
this letter to the Company. As always, we appreciate your continued service and loyalty to the
Company.




	 	 	 	 	 
	 	Sincerely,



Oceaneering International, Inc.

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



Agreed to this 15th day of December, 2008:




	 	 	 	 
	 	 
	/s/ John R. Huff
 	 
	John R. Huff 	 
	 	 




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