CHANGE OF CONTROL AGREEMENT
OCEANEERING INTERNATIONAL, INC.
WHEREAS,
Oceaneering International, Inc., a Delaware corporation (the
“Company”), entered into a Change of Control Agreement
with John R. Huff (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 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’).”
2. 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
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