exv10w7






Exhibit 10.7




CHANGE OF CONTROL AGREEMENT

OCEANEERING INTERNATIONAL, INC.




First Amendment




          WHEREAS, Oceaneering International, Inc., a Delaware corporation (the “Company”), entered into
a Change of Control Agreement with                           (the “Executive”) dated as of August 15, 2001
(the “Agreement”); and




          WHEREAS, the Company and the Executive desire to amend the Agreement to provide for compliance
with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); and




          WHEREAS, Section 11 of the Agreement provides that the Agreement may be modified only by a
written instrument executed by both parties hereto;




          NOW, THEREFORE, effective as of the close of business on December 31, 2008, the parties agree
to amend the Agreement as set forth below:




     1. The introductory clause of Section 1(a) is hereby amended to read as follows:



“During the Effective Period, if there is a termination of your employment
with the Company either by the Company without Cause or by you for Good
Reason either (x) prior to the Effective Date, unless it is reasonably
demonstrated by the Company that such termination of your employment (a) was
not at the request of a third party who has taken steps reasonably
calculated to effect the Change of Control and (b) otherwise did not arise
in connection with or anticipation of the Change of Control or (y) on or
after the Effective Date, and if such Effective Period commences during the
life of this Agreement, you shall be entitled to the following benefits:”



     2. The first sentence of Section 3(a) is hereby amended to read as follows:



“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 in the nature of compensation to be paid or provided to you or on
your behalf, pursuant to the terms of this Agreement or otherwise, which are
considered to be ‘parachute payments’ within the meaning of Section 280G(b)
of the Internal Revenue Code of 1986, as amended (the ‘Code’), when added to
any other such ‘parachute payments’ received by you in connection with a
Change of Control, whether pursuant to the terms of this



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Agreement or otherwise, 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 Section 4999 of the Code, the Company shall pay to you an
additional amount (hereinafter referred to as the ‘Excise Tax Premium’).”



     3. Section 6 is hereby amended 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 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.”



     4. The Agreement is hereby amended by adding the new Paragraph 13 at the end thereof which
shall read as follows:



“13. Section 409A.



(a) Notwithstanding anything in this Agreement to the contrary, if any
provision of this Agreement would result in the imposition of an additional
tax under Section 409A of the Code, that provision of this Agreement will be
reformed to avoid imposition of the applicable tax and no action taken to
comply with Section 409A of the Code shall be deemed to adversely affect
your rights to the benefits provided by this Agreement. This Agreement is
intended to comply with Section 409A of the Code, and ambiguous provisions
hereof, if any, shall be construed and interpreted in a manner that is
compliant with the application of Section 409A of the Code. The Agreement
shall neither cause nor permit any payment, benefit or consideration to be
substituted for a benefit that is payable under this Agreement if such
action would result in the failure of any amount that is subject to Section
409A of the Code to comply with the applicable requirements of Section 409A
of the Code. You shall have no right to specify the calendar year during
which any payment hereunder shall be made.



(b) Notwithstanding any provision in this Agreement to the contrary, this
Agreement shall not be amended or terminated in such manner that would cause
this Agreement 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



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reasonably be expected to result in such non-compliance shall be of no force
or effect.



(c) If you are a ‘Specified Employee’ (as defined under Section 409A of the
Code) as of the date of your ‘Separation from Service’ (as defined under
Section 409A of the Code) as determined by the Company, the payment of any
amount under this Agreement on account of your Separation from Service that
is deferred compensation subject to the provisions of Section 409A of the
Code and not otherwise excluded from Section 409A of the Code, shall not be
paid until the earlier of your death or the later of the first business day
that is six months after the date after your Separation from Service or the
date the payment is otherwise payable under this Agreement (the ‘Delay
Period’). Upon the expiration of the Delay Period, all payments and
benefits delayed pursuant to this Section (whether they would have otherwise
been payable in a single sum or in installments in the absence of such
delay) shall be paid or reimbursed to you in a lump sum, without interest,
and any remaining payments due under this Agreement shall be paid or
provided in accordance with the normal payment dates specified for them
herein.



(d) 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 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.



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



     5. The definition of “Market Value” in Annex I is hereby amended 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



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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.”



     6. Subsection (b)(iii) of the definition of “Severance Package” in Annex I is hereby amended
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);”



     7. Section (c) of the definition of “Severance Package” in Annex I of the Agreement is hereby
amended by adding the following sentence to the end of the first paragraph:



“This Agreement’s provision of continued participation in the Company’s
medical and dental plans is intended to satisfy the Company’s obligation to
provide such continuation coverage as required by Section 4980B of the
Code.”



[Signature page follows]




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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/ T. Jay Collins
 	 
	 	 	T. Jay Collins 	 
	 	 	Chief Executive Officer and  President  	 
	 



Agreed to on the 15th day of




December, 2008:




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 




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