2007 PERFORMANCE UNIT
AGREEMENT
This
2007 Performance Unit Agreement (this “Agreement”) is
between Oceaneering
international, inc. (the “Company”) and
(the “Participant”), an employee of the Company or one
of its Subsidiaries, regarding an award (“2007 Performance
Award”) of
units (“Performance Units”), each representing an
initial notional value of $100.00, under the 2005 Incentive plan of oceaneering
international, inc. (the “Plan”), awarded to the
Participant effective February 23, 2007 (the “Award
Date”), and subject to the following terms and
conditions:
1.
Relationship to Plan. This Award is subject to all of the
terms, conditions and provisions of the Plan and administrative
interpretations thereunder, if any, which have been adopted by the
Committee thereunder and are in effect on the date hereof. Except
as defined or otherwise specifically provided herein, capitalized
terms shall have the same meanings ascribed to them under the
Plan.
(a) The 2007
Performance Award hereby granted shall become vested in full on the
third anniversary of the Award Date, provided the Participant is in
Employment on such anniversary date.
(b) Performance
Units subject to this 2007 Performance Award shall vest,
irrespective of the provisions set forth in subparagraph
(a) above, provided that the Participant has been in
continuous Employment from the Award Date until the
December 15th following the later of (i) the Award Date,
and (ii) his attainment of Retirement Age, in the following
amounts provided the Participant is in Employment on the applicable
December 15th:
(i) if such
December 15th occurs within one year following the Award Date,
on such December 15th, one-third of the 2007 Performance Award
shall be thereupon vested and an additional one-third of the 2007
Performance Award shall vest on each of the two subsequent
anniversaries of such December 15th;
(ii) if such
December 15th occurs between one and two years following the
Award Date, on such December 15th, two-thirds of the 2007
Performance Award shall thereupon be vested and an additional
one-third of the 2007 Performance Award shall vest on the
subsequent anniversary of such December 15th; and
(iii) if such
December 15th occurs between two and three years following the
Award Date, on such December 15th, the entire 2007 Performance
Award shall thereupon be vested.
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(c) All
Performance Units subject to this 2007 Performance Award shall
vest, irrespective of the provisions set forth in subparagraphs
(a) or (b) above, provided that the Participant has been
in continuous Employment since the Award Date, upon the earliest to
occur of:
(i) the date that
the Company or any successor to the Company terminates the
Participant’s Employment for any reason on or after a Change
of Control; or
(ii) the date that
the Participant’s aggregate value of total annual
compensation (including salary, bonuses, long and short-term
incentives, deferred compensation and award of stock options, as
well as all other benefits in force on the date immediately prior
to a Change of Control) is reduced to a value that is ninety-five
percent (95%) or less of the value thereof on the date immediately
prior to the Change of Control, or the Participant’s scope of
work responsibility is materially reduced from that existing on the
date immediately prior to the Change of Control, or the Participant
is requested to relocate more than 25 miles from his place of
Employment with the Company on the date immediately prior to the
Change of Control, in each case, on or after a Change of Control;
or
(iii) the
Participant’s termination of Employment by reason of
Disability or death.
(d) For purposes
of this Agreement:
(i) “Change
of Control” means:
(A) any Person is
or becomes the “beneficial owner” (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended and the
rules and regulations promulgated thereunder), directly or
indirectly, of securities of the Company representing 20% or more
of the combined voting power of the Company’s outstanding
Voting Securities, other than through the purchase of Voting
Securities directly from the Company through a private placement;
or
(B) individuals
who constitute the Board on the date hereof (the “Incumbent
Board”) cease for any reason to constitute at least a
majority thereof, provided that any person becoming a Director
subsequent to the date hereof whose election, or nomination for
election by the Company’s shareholders, was approved by a
vote of at least two-thirds of the Directors comprising the
Incumbent Board shall from and after such election be deemed to be
a member of the Incumbent Board; or
(C) the Company is
merged or consolidated with another corporation or entity and as a
result of such merger or consolidation less than 60% of the
outstanding Voting Securities of the surviving or resulting
corporation or entity shall then be owned by the former
shareholders of the Company; or
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(D) a tender offer
or exchange offer is made and consummated by a Person other than
the Company for the ownership of 20% or more of the Voting
Securities of the Company then outstanding; or
(E) all or
substantially all of the assets of the Company are sold or
transferred to a Person as to which:
(1) the Incumbent
Board does not have authority (whether by law or contract) to
directly control the use or further disposition of such assets;
and
(2) the financial
results of the Company and such Person are not consolidated for
financial reporting purposes.
(F) Anything else
in this definition to the contrary notwithstanding:
(1) no Change of
Control shall be deemed to have occurred by virtue of any
transaction which results in the Participant, or a group of Persons
which includes the Participant, acquiring more than 20% of either
the combined voting power of the Company’s outstanding Voting
Securities or the Voting Securities of any other corporation or
entity which acquires all or substantially all of the assets of the
Company, whether by way of merger, consolidation, sale of such
assets or otherwise; and
(2) no Change of
Control shall be deemed to have occurred unless such event
constitutes an event specified in Code Section 409A(2)(A)(v) and
the Treasury regulations promulgated thereunder.
(ii)
“Disability” means the Participant is unable to engage
in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months. The Participant’s inability
and its anticipated duration shall be determined solely by a
medical physician of the Participant’s choice to be approved
by the Company, which approval shall not be unreasonably
withheld.
(iii)
“Employment” means employment with the Company or any
of its Subsidiaries.
(iv)
“Person” means, any individual, corporation,
partnership, group, association or other “person,” as
such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended, and the related rules and
regulations promulgated thereunder.
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(v)
“Retirement Age” means the earlier to occur
of:
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