2002
NON-EXECUTIVE INCENTIVE PLAN OF
OCEANEERING INTERNATIONAL, INC.
Oceaneering
International, Inc., a Delaware corporation (the
“Company”), having reserved the right under
Paragraph 12 of the 2002 Non-Executive Incentive Plan of
Oceaneering International, Inc. (the “Plan”), to amend
the Plan, does hereby amend the Plan, effective as of the close of
business on December 31, 2008, as follows:
1. The
definition of “Fair Market Value” in Paragraph 3
of the Plan is hereby amended in its entirety to read as
follows:
“‘Fair
Market Value’ of a share of Common Stock means, as of a
particular date, (i) if shares of Common Stock are listed or quoted
on a national securities exchange, the closing price per share of
Common Stock reported or quoted on the consolidated transaction
reporting system for the principal national securities exchange on
which shares of Common Stock 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 the Common Stock is 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 of Common Stock are not publicly traded, the
most recent value determined by an independent appraiser appointed
by the Company for such purpose.”
2. The
definition of “SAR” in Paragraph 3 of the Plan is
hereby amended in its entirety to read as follows:
“‘SAR’
means a right to receive a payment, in cash or Common Stock, equal
to the excess of the Fair Market Value of a share of Common Stock
on the date the right is exercised over the Fair Market Value of a
share of Common Stock on the date of grant.”
3. The
fourth sentence of Paragraph 6(a) of the Plan is hereby amended in
its entirety to read as follows:
“Subject
to paragraph 6(c) and paragraph 19 hereof, the Committee may, in
its discretion, provide for the extension of the exercisability of
an Award, accelerate the vesting or exercisability of an Award,
eliminate or make
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