SEPARATION AND RELEASE
AGREEMENT
This SEPARATION
AND RELEASE AGREEMENT (this “Agreement”) is entered
into as of August 4, 2009 by and between Oceaneering
International, Inc. (the “Company”), and Philip D.
Gardner (“Executive”) (collectively, the
“Parties”). The Company has employed Executive as
Senior Vice President — Subsea Products and the Parties are
desirous of mutually terminating their employment relationship
under certain terms and conditions as follows:
1.
Termination of Employment. Executive’s
termination of employment date is August 4, 2009
(“Termination Date”). Executive acknowledges that
pursuant to this Agreement and as of the Termination Date,
Executive is resigning all of his positions as an officer of the
Company and as an officer or director of all subsidiaries and
affiliates of the Company.
2.
Consideration for Agreement, including Release. As
consideration for the terms set forth in this Agreement, including,
but not limited to, the unconditional release set forth in
paragraph 3 below and subject to the terms and conditions set forth
herein, including, but not limited to, withholding of taxes and
other employee deductions set forth in paragraph 13 below, the
Company agrees as follows:
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a.
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The
Company will pay Executive a lump sum of Two Hundred Thousand
Dollars ($200,000.00). Other than through this Agreement, Executive
is not otherwise entitled to this payment.
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b.
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Executive may exercise the option to
purchase the 7,500 shares of common stock of the Company which is
vested and has been granted pursuant to a stock option agreement
between the Company and Executive dated December 27, 2004 (the
“Option”) in accordance with the terms of the Option
until the extended date of December 26, 2009, which is the
expiration date of the Option. Other than through this Agreement,
the time period within which the Option would have remained
exercisable in accordance with the terms of the Option would only
have extended to November 3, 2009.
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c.
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The
Company will pay Executive for all salary earned but unpaid through
the Termination Date, and unused, accrued vacation time through the
Termination Date, and for unreimbursed business expenses (in
accordance with usual Company policies and practices).
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d.
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The
Company will also distribute to Executive the amount Executive is
entitled to under the Company and Executive Account Value portion
of the Company’s Supplemental Executive Retirement Plan (the
“SERP”).
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Executive
expressly acknowledges the payment and extended period within which
to exercise the Option described above in paragraphs 2.a and 2.b.,
respectively, are more than the Company is required to provide
under its regular policies and procedures and the Option, and are
conditional upon execution of the Agreement and the expiration of
the revocation period referenced in paragraph 5 below without an
effective revocation by Executive having occurred.
The payment
described above in paragraph 2.a. will be made within seven
business days after the date the revocation period referenced in
paragraph 5 below has expired, without Executive’s
revocation, less any of said amount that may have been sooner paid
by Company to Executive. The salary earned but unpaid and unused,
accrued vacation time payment described in paragraph 2.c. will be
made within seven business days after the revocation period has
expired, less any of said amount that may have been sooner paid by
Company to Executive. Reimbursable business expenses described in
paragraph 2.c. will be paid within seven business days after
receipt of Executive’s expense report, and Executive’s
expense report(s) must be submitted no later than October 1,
2009. Inasmuch as Executive is a “specified employee”
as defined and applied in Section 409A of the Internal Revenue
Code, as amended, the distribution specified in paragraph 2.d. will
be paid to him in accordance with provisions of the SERP in a lump
sum as promptly as practicable after the first business day
following the six-month anniversary of the Termination
Date.
3.
Release of Claims. Except as set forth in paragraph 6
below, Executive agrees to the following:
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a.
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Executive, for himself and for his
heirs, executors, administrators, successors, estates,
beneficiaries, assigns, and representatives, for the consideration
set forth above and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and
confessed, hereby KNOWINGLY, VOLUNTARILY AND (EXCEPT AS PROVIDED
IN PARAGRAPH 5 BELOW) UNCONDITIONALLY RELEASES , ACQUITS and
FOREVER DISCHARGES in all capacities the Company, and all present
and former agents, directors, officers, owners, executives,
representatives, predecessors, corporate affiliates, successors,
assigns, insurers and underwriters, even though not named herein
(each referred to as a “Party Released”) from any and
all claims, demands, rights, liens, debts, liabilities, and causes
of action of any kind or character whatsoever, whether at law or in
equity, including, but not limited to, those for breach of
contract, wrongful termination, tortious interference with
contract, retaliation, intentional infliction of emotional
distress, assault, battery, discrimination, harassment, defamation,
conspiracy, negligence, and gross negligence, and those arising
under: Title VII of the Civil Rights Act of 1964 and the Civil
Rights Act of 1991, 42 U.S.C. § 2000e et seq. ; the
Equal Pay Act of 1963, 29 U.S.C. § 206(d) et seq .; the
Civil Rights Act of 1966, 42 U.S.C. § 1981; 42 U.S.C. §
1985; 42 U.S.C. § 1988; the Rehabilitation Act of 1973, 29
U.S.C. § 701 et seq. ; the Age Discrimination in
Employment Act, 29 U.S.C. § 621 et seq. ; the
Americans
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