Amended and Restated Oceaneering International, Inc. Supplemental Executive Retirement Plan

Exhibit 10.6 Amended and Restated Oceaneering International, Inc.
Supplemental Executive Retirement Plan ARTICLE I
Purpose      1.1 Purpose of Plan. The purpose of the Amended and Restated Oceaneering International, Inc. Supplemental Executive Retirement Plan (the "Plan") is to advance the interests of Oceaneering International, Inc. and its subsidiaries and affiliates (hereinafter sometimes collectively or individually referred to as the "Company") and of its owners by attracting and retaining in its employ highly qualified individuals for the successful conduct of its business. The Company hopes to accomplish these objectives by helping to provide for the retirement of its key employees selected to participate in the Plan.      1.2 Grandfathered Plan. In response to the enactment of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), effective as of January 1, 2005, the Company in operation separated all Plan benefits earned and vested as of December 31, 2004 ("Grandfathered Benefits") from all Plan benefits earned or vested after December 31, 2004 ("409A Benefits"). At all times on and after January 1, 2005, the Grandfathered Benefits, along with all earnings, gains and losses attributable thereto, have been (and continue to be) subject to the terms and provisions of the Plan as in effect on October 3, 2004, and no material modifications, within the meaning of Code Section 409A, have been made (in form or operation) to the Plan with respect to such benefits. The Company intends that the Grandfathered Benefits, along with all earnings, gains and losses attributable thereto, shall continue to be maintained under and paid from the Plan, which is frozen and intended to be a "grandfathered" plan exempt from Code Section 409A. The 409A Benefits, along with all earnings, gains and losses attributable thereto, shall be maintained under and paid from a separate plan that is intended to comply with the requirements of Code Section 409A, known as the Oceaneering International, Inc. Supplemental Executive Retirement Plan, effective as of January 1, 2009.      1.3 ERISA Status. The Plan is intended to qualify for certain exemptions under Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), provided for plans that are unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. ARTICLE II
Definitions      2.1 "Account" means collectively the Participant’s Company Account and the Participant’s Deferral Account.      2.2 "Account Value" means, at any given time, the sum of all amounts credited to the Participant’s Account, adjusted for any earnings, gains or losses and any payments attributable to such account.      2.3 "Active Participant" means a Participant who qualifies as an Active Participant under Section 3.1.

     2.4 "Beneficiary" means the person designated by each Participant, on a form provided by the Company for this purpose, to receive the Participant’s distribution under Article V in the event of the Participant’s death prior to receiving complete payment of his Account. In order to be effective under this Plan, any form designating a Beneficiary must be delivered to the Committee before the Participant’s death. In the absence of such an effective designation of a Beneficiary, "Beneficiary" means the Participant’s spouse or, if there is no spouse on the date of Participant’s death, the Participant’s estate.      2.5 "Board" means the Board of Directors of the Company or the board of directors of a company that is a successor to the Company.      2.6 "Bonus" means any bonus paid to a Participant under any plan, policy or program of the Company providing for the payment of annual bonuses to employees.      2.7 "Change of Control" means, the earliest date at which:

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     2.8 "Company Account" means the account maintained by the Committee reflecting each Participant’s Company Contributions, adjusted for any earnings, gains or losses and any payments attributable to such account.      2.9 "Company Contribution" means the total contributions credited to a Participant’s Company Account for any one Plan Year pursuant to the provisions of Section 3.2.      2.10 "Company Contribution Value" means, at any given time with respect to a particular Company Contribution, the amount of the Company Contribution, adjusted by any income, gain or loss and any payments attributable to such account.      2.11 "Compensation" means monthly base salary before any reductions.      2.12 "Committee" means the Compensation Committee of the Board, or such other committee appointed by the Board to act as administrator of the Plan and to perform the duties described in Articles VI and VII.      2.13 "Deferral Account" means the account maintained by the Committee reflecting each Participant’s Deferral Contributions, adjusted for any earnings, gains or losses and any payments attributable to such account.      2.14 "Deferral Account Value" means, at any given time, 100% of the total amount of Deferral Contributions credited to the Participant’s Deferral Account, adjusted by any income, gain or loss and any payments attributable to such account.      2.15 "Deferral Contribution" means Compensation or Bonus that is credited to a Participant’s Deferral Account pursuant to the provisions of Sections 3.3 and 3.4.      2.16 "Effective Date" means July 1, 1997 as to the original Plan, and January 1, 2000 as to this Amended and Restated Plan.      2.17 "Eligible Employee" means a highly compensated or management employee of the Company who meets the criteria established by the Committee to determine eligibility for the Plan.      2.18 "Fiscal Year" means the twelve-month period commencing each April 1; provided that, effective January 1, 2001, "Fiscal Year" means the twelve-month period commencing each January 1.      2.19 "Participant" means an individual who is or was an Eligible Employee and has an Account balance under the Plan, including an Active Participant.

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     2.20 "Person" means any individual corporation, partnership, group, association or other "person," as such term is used in Sections l3(d) and l4(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, other than the Company or any plans sponsored by the Company.      2.21 "Plan" means this Amended and Restated Oceaneering International, Inc. Supplemental Executive Retirement Plan and any amendments hereto. As stated in Section 1.2, this Plan is frozen and is intended to be a "grandfathered" plan exempt from Section 409A of the Internal Revenue Code.      2.22 "Plan Obligations" means, on any given date, the sum of the Account Values of all Participants. With respect to each Participant, "Plan Obligations" means such Participant’s Account Value on the applicable date.      2.23 "Plan Year" means the l2-month period beginning July 1 and ending June 30.      2.24 "Selected Index" means, with respect to any Account, the investment vehicle with reference to which the value of such Account is determined.      2.25 "SERP Administrative Committee" means the committee to which the Board has delegated certain limited authority under Section 7.2 of the Plan.      2.26 "Vested Account Value" means the sum of the Participant’s Vested Company Contribution Values and the Participant’s Deferral Account Value.      2.27 "Vested Company Contribution Value" means, with respect to a particular Company Contribution, the applicable Company Contribution Value multiplied by the applicable Vested Percentage.      2.28 "Vested Percentage" means the percentage as to which a Participant is vested in a particular contribution, as determined under Section 4.5.      2.29 "Voting Securities" means, with respect to any corporation or 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.      2.30 "Year[s] of Participation" means each 12 consecutive months of employment after the individual first becomes a Participant. ARTICLE III
Contributions      3.1 Selection of Active Participants. With respect to each Plan Year or portion thereof, the Committee shall select, in its discretion, those Eligible Employees approved to participate in the Plan, or participation may be determined in any other manner authorized by the Company. The selected individuals shall be the Active Participants for that Plan Year. Active Participant status shall terminate upon a Participant’s termination of employment, and no

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contributions shall be made with respect to periods thereafter unless the Participant resumes employment and is again selected as an Active Participant in the Plan.      3.2 Company Contributions. With respect to each Plan Year or portion thereof, the Committee shall declare a contribution percentage for each Active Participant’s Company Account. The Committee has the right to change the contribution percentage for a Participant during the Plan Year. The contribution percentage declared for a Participant may, but need not be, the same as the contribution percentage declared for other Participants. Company Contributions shall be credited as of the last day of each month of the Plan Year or at such other times as determined by the Committee to each Active Participant’s Company Account, in an amount equal to the contribution percentage declared for the Participant multiplied by the Participant’s Compensation.      3.3 Participant Deferrals. For any Fiscal Year, the Committee may, in its sole discretion, allow an Active Participant to elect to defer each month the present payment by the Company of any whole percentage (or dollar amount) of his Compensation that would otherwise be paid during such Fiscal Year, and instead have that amount credited to his Deferral Account. The Compensation otherwise currently payable to the Participant shall be reduced by the amount the Participant elected to have contributed to the Participant’s Deferral Account, which shall be a Deferral Contribution. In addition, for any Fiscal Year, the Committee may, in its sole discretion, allow an Active Participant to elect to defer the present payment by the Company of any whole percentage (or dollar amount) of his Bonus earned during such Fiscal Year, and instead have that amount credited to his Deferral Account. The Bonus otherwise payable to the Participant shall be reduced by the amount the Participant elected to have contributed to the Participant’s Deferral Account, which shall be a Deferral Contribution.      3.4 Manner of Deferral Election. The Committee shall prescribe, in its sole discretion, the procedures and limitations for Deferral Contributions, if any. Elections to make Deferral Contributions shall be in writing, signed by the Participant, in a form supplied by the Company. Unless the Committee otherwise provides in its sole discretion, the form must be completed, signed and returned to the Committee prior to the beginning of the Fiscal Year for which the election is to be effective and a Participant’s election shall be irrevocable for the applicable period(s) for which it was filed. The Committee may provide that a Participant’s election shall be effective until it is revoked. An election may be revoked prospectively by notice to the Participant from the Committee that the election is terminated. ARTICLE IV
Accounts      4.1 Company Accounts. The Committee shall establish and maintain an individual bookkeeping account for each Participant, which shall be the Participant’s Company Account. The Committee shall credit the amount of each Company Contribution made on behalf of a Participant to such Participant’s Company Account as of the last day of each month of the Plan Year for which the Company Contribution was made or at such other times as determined by the Committee. The Committee shall further debit and/or credit the Participant’s Company Account with any income, gain or loss and any payments attributable to such Account on a daily basis