CHANGE OF CONTROL AGREEMENT OCEANEERING INTERNATIONAL, INC

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

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 co