OCEANEERING INTERNATIONAL INC (Form: 8-K, Received: 02/22/2016 17:16:42)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 18, 2016

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation)	1-10945 (Commission File Number)	95-2628227 (IRS Employer Identification No.)



11911 FM 529 Houston, TX (Address of principal executive offices)	77041 (Zip Code)

Registrant's telephone number, including area code: (713) 329-4500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements

On February 18, 2016 , the Compensation Committee of the Board of Directors of Oceaneering International, Inc. (the "Compensation Committee") granted awards of restricted stock units and performance units under Oceaneering's Amended and Restated 2010 Incentive Plan (the "Incentive Plan") to various employees, including each of Oceaneering's executive officers, other than Mr. Kevin F. Kerins, due to his change in role in 2016 . In 2015 , Mr. Kerins served as our Senior Vice President, Remotely Operated Vehicles.

The following table sets forth the number of performance units and restricted stock units awarded to Oceaneering's Chief Executive Officer ("CEO"), and each of the below-indicated executive officers of Oceaneering listed in the "Summary Compensation Table" in Oceaneering's proxy statement for its 2015 annual meeting of shareholders (the " 2015 Proxy Statement") as a named executive officer (the "Named Executive Officers"), as well as to Mr. Clyde W. Hewlett, who is expected to be listed as a named executive officer in Oceaneering's proxy statement for its 2016 annual meeting of shareholders.



Name and Position	Number of Performance Units (1)	Number of Restricted Stock Units (2)
M. Kevin McEvoy	30,000	71,055
CEO
Roderick A. Larson	9,100	22,124
President
Clyde W. Hewlett	6,775	16,593
Chief Operating Officer
W. Cardon Gerner	2,500	5,531
Senior Vice President and Chief Accounting Officer
Marvin J. Migura	1,600	4,056
Senior Vice President
Kevin F. Kerins	—	—
Senior Vice President, Underwater Vehicle Technologies

(1)

The performance units are scheduled to vest in full on the third anniversary of the award date, subject to: (a) earlier vesting on an employee’s attainment of retirement age or the termination or constructive termination of an employee’s employment in connection with a change of control or due to death or disability, resulting in vesting on a pro-rata basis over three years for each of Messrs. McEvoy, Migura and Hewlett (as a result of having attained retirement age); and (b) such other terms as are set forth in the applicable award agreement. The number of performance units shown represents units with an initial notional value of $100 and is not equivalent to a number of shares of Oceaneering common stock. The Compensation Committee has approved specific financial goals and performance measures based on cumulative cash flow from operations and a comparison of return on invested capital and cost of capital for the three-year period from January 1, 2016 through December 31, 2018, to be used as the basis for the final value of the performance units under the Incentive Plan. The final value of each performance unit may range from $0 to $150. Upon settlement, the value of the performance units will be payable in cash.

(2)

Restricted stock units are scheduled to vest in full on the third anniversary of the award date, subject to: (a) earlier vesting on an employee’s attainment of retirement age or the termination or constructive termination of an employee’s employment in connection with a change of control or due to death or disability, resulting in vesting on a pro-rata basis over three years for each of Messrs. McEvoy, Migura and Hewlett (as a result of having attained retirement age); and (b) such other terms as are set forth in the applicable award agreement. Each restricted stock unit represents the equivalent of one share of Oceaneering common stock. Settlement of the restricted stock units will be made in shares of Oceaneering common stock.

In addition as of February 18, 2016 , the Board of Directors of Oceaneering (the "Board") granted: (a) awards of 4,000 shares of restricted stock under the Incentive Plan to each of the following nonemployee directors of the Company: T. Jay Collins; D. Michael Hughes; Paul B. Murphy, Jr.; Harris J. Pappas; and Steven A. Webster; and (b) an award of 10,000 shares of restricted stock under the Incentive Plan to John R. Huff, Chairman of the Board. The restricted stock awards are scheduled to vest in full on the first anniversary of the award date, provided that all such awards are subject to: (i) earlier vesting on a change of control or the termination of the director's service due to death; and (ii) such other terms as are set forth in the award agreements.

The Compensation Committee approved the grant of an aggregate of 529,891 restricted stock units and 143,185 performance units, and the Board approved the grant of an aggregate of 30,000 shares of restricted stock, including the awards referenced in the table and the discussion above. Those awards were made to a total of 390 Incentive Plan participants.

In addition, the Compensation Committee approved: (1) the form of 2016 Restricted Stock Unit Agreement that will govern the terms and conditions of restricted stock unit awards made to Oceaneering's executive officers and other employees; and (2) the form of 2016 Performance Unit Agreement and 2016 Performance Award: Goals and Measures that will govern the terms and conditions of performance unit awards made to Oceaneering's executive officers and other employees. The Board approved the form of 2016 Nonemployee Director Restricted Stock Agreement that will govern the terms and conditions of restricted stock awards made to our nonemployee directors. Mr. Huff will not receive any retainers or meeting fees applicable to nonemployee directors in 2016 .

The foregoing descriptions of the awards under the Incentive Plan are not complete and are qualified by reference to the complete agreements, which are attached as exhibits to this report and incorporated by reference into this Item.

On February 18, 2016 , the Compensation Committee approved bonuses under the Incentive Plan to various employees. However, the Compensation Committee did not approve any bonuses under the Incentive Plan to any of the Named Executive Officers or to Mr. Hewlett. The Compensation Committee had previously established performance goals for the year ended December 31, 2015 under the Incentive Plan (the " 2015 Annual Cash Bonus Award Program"). For executives with company-wide responsibility, such as Messrs. McEvoy, Migura and Hewlett (following his appointment as Chief Operating Officer), achievement was measured by Oceaneering's net income for calendar year 2015 ; and for executives with profit center responsibilities, such as Messrs. Hewlett (prior to his appointment as Chief Operating Officer) and Kerins, achievement was measured for calendar year 2015 50% by Oceaneering's net income and 50% by the operating income of the respective service or product lines for which they had responsibility. As the Compensation Committee determined that the threshold levels of attainment of such performance goals were not achieved in 2015 , no bonuses under the 2015 Annual Cash Bonus Award Program were awarded to the Named Executive Officers or Mr. Hewlett.

On February 19, 2015, the Compensation Committee elected to defer indefinitely increases in annual base salary for executive officers, including the Named Executive Officers and Mr. Hewlett. However, in connection with changes in executive officer appointments during 2015 , the Compensation Committee approved changes in base salary for Messrs. Hewlett, Gerner and another executive officer. On February 18, 2016 , the Compensation Committee of the Board elected to continue to generally defer increases in annual base salary for executive officers, except with respect to changes in responsibilities or other events. Accordingly, the annual base salaries for the Named Executive Officers and Mr. Hewlett, effective January 1, 2016 , were are follows:



Name	2016 Base Salary
M. Kevin McEvoy	$	715,000
Roderick A. Larson	$	550,000
Clyde W. Hewlett	$	432,000
W. Cardon Gerner	$	325,000
Marvin J. Migura	$	550,000
Kevin F. Kerins	$	355,000

On February 18, 2016 , the Compensation Committee approved a performance-based 2016 Annual Cash Bonus Award Program under the Incentive Plan, with any payments to be made no later than March 15, 2017. Bonuses under this program for executive officers will be determined by reference to the same measures as for 2015 ; provided, however, if the threshold level of performance with respect to consolidated net income approved by the Compensation Committee for payment of a bonus under the program is not achieved, then no cash bonus will be payable under the program for either net income or profit center performance. Under this program, the maximum possible bonuses for the Named Executive Officers and Mr. Hewlett, each as a percentage of such officer’s base salary for 2016 , are as follows:



Name	Maximum Bonus as a Percentage of Base Salary
M. Kevin McEvoy	165	%
Roderick A. Larson	138	%
Clyde W. Hewlett	110	%
W. Cardon Gerner	77	%
Marvin J. Migura	138	%
Kevin F. Kerins	88	%

A summary of the 2016 Annual Cash Bonus Award Program is attached as an exhibit to this report and incorporated by reference into this Item.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following are being furnished as exhibits to this report.



10.1		Form of 2016 Restricted Stock Unit Agreement
10.2		Form of 2016 Performance Unit Agreement
10.3		2016 Performance Award: Goals and Measures, relating to the form of 2016 Performance Unit Agreement
10.4		Form of 2016 Nonemployee Director Restricted Stock Agreement
10.5		2016 Annual Cash Bonus Award Program Summary

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



			OCEANEERING INTERNATIONAL, INC.

Date:	February 22, 2016	By:	/S/ DAVID K. LAWRENCE
			David K. Lawrence
			Senior Vice President, General Counsel
			and Secretary

Exhibit Index



Exhibit No.		Description

10.1		Form of 2016 Restricted Stock Unit Agreement
10.2		Form of 2016 Performance Unit Agreement
10.3		2016 Performance Award: Goals and Measures, relating to the form of 2016 Performance Unit Agreement
10.4		Form of 2016 Nonemployee Director Restricted Stock Agreement
10.5		2016 Annual Cash Bonus Award Program Summary

Exhibit 10.1

No. W- ____Restricted Stock Units

2016 RESTRICTED STOCK UNIT AGREEMENT

This 2016 RESTRICTED STOCK 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 (“Award”) of units (“Restricted Stock Units”) representing shares of Common Stock (as defined in the AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective February 18, 2016 (the “Award Date”), such number of Restricted Stock Units subject to adjustment as provided in Section 15 of the Plan, and further 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.

2. Vesting .

(a) All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is in Service on such anniversary.

(b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in Subparagraph (a) above, provided that the Participant has been in continuous Service 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 Service 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 Award shall be thereupon vested and an additional one-third of the 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 Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and

2016 RSU Agmnt. Page 1 of 1

(iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested.

(c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in Subparagraphs (a) or (b) above, provided that the Participant has been in continuous Service since the Award Date, upon the earliest to occur of:

(i) the date the Company or any successor to the Company terminates the Participant’s Service for any reason on or after a Change of Control;

(ii) the date on or after a Change of Control that:

(A) 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) as an employee of the Company or one of its Subsidiaries is reduced to a value that is 95% or less of the value thereof on the date immediately prior to the Change of Control, or

(B) the Participant’s scope of work responsibility as an employee of the Company or one of its Subsidiaries is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant as an employee of the Company or one of its Subsidiaries is requested to relocate more than 25 miles from his place of Service with the Company on the date immediately prior to the Change of Control;

(iii) a Change of Control if the Participant is then a Nonemployee Director; or

(iv) the Participant’s termination of Service by reason of Disability or death.

(d) For purposes of this Agreement:

(i) “Change of Control” means:

(C) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act 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

2016 RSU Agmnt. Page 2 of 2

(D) 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

(E) 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

(F) the consummation of a (i) tender offer or (ii) exchange offer by a Person other than the Company for the ownership of 20% or more of the Voting Securities of the Company then outstanding; or

(G) 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.

(H) 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(a)(2)(A)(v) and the Treasury regulations promulgated thereunder.

2016 RSU Agmnt. Page 3 of 3

(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) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

(iv) “Nonemployee Director” means a nonemployee member of the Board.

(v) “Service” means (a) employment with the Company or any of its Subsidiaries or (b) service as a Nonemployee Director.

(vi) “Specified Employee” means an employee identified by the Company as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) and the applicable guidance issued thereunder.

(vii) “Person” means, any individual, corporation, partnership, “group” (as such term is used in Rule 13d-5 under the Exchange Act), association or other “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, and the related rules and regulations promulgated thereunder.

(viii) “Retirement Age” means the earlier to occur of:

(A) age 65 or more; or

(B) age 60 or more with at least 15 years of continuous Service,

provided that the Participant has remained in Service until the earlier to occur of (A) or (B).

(ix) “Voting Securities” means, with respect to any corporation or other 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.

2016 RSU Agmnt. Page 4 of 4

3. Forfeiture of Award. If the Participant’s Service terminates under any circumstances, except those provided in Paragraph 2 of this Agreement or in any other written agreement between the Participant and the Company which provides for vesting of the Restricted Stock Units granted hereby, all unvested Restricted Stock Units as of the termination date shall be forfeited as of the Participant’s termination date.

4. Registration of Units. The Participant’s right to receive the Restricted Stock Units shall be evidenced by book entry registration (or by such other manner as the Committee may determine).

5. No Dividend Equivalent Payments. The Company will not pay dividend equivalents on any outstanding Restricted Stock Units.

6. Shareholder Rights. The Participant shall have no rights of a shareholder with respect to shares of Common Stock subject to this Award unless and until such time as the Award has been settled by the transfer of shares of Common Stock to the Participant.

7. Settlement and Delivery of Shares.

(a) Third Anniversary; Termination After Disability or Death; Certain Terminations of Employee by Company After Change of Control; Change of Control for Nonemployee Director . Settlement of Restricted Stock Units that vest in accordance with Subparagraph 2(a) or 2(c) above shall be made as soon as administratively practicable after the vesting date occurs, provided that in the case of a Participant who (1) attained Retirement Age prior to his Service termination date and (2) is a Specified Employee as of his Service termination date and whose units vest in accordance with Subparagraph 2(c) (other than due to death), such settlement shall be paid six months after such Participant’s Service termination date. Settlement will be made by payment in shares of Common Stock.

(b) Termination After Attainment of Retirement Age But Prior to Third Anniversary of Award Date. Settlement of Restricted Stock Units that vest in accordance with Subparagraph 2(b) above to a Participant who terminates Service after attainment of his Retirement Age but prior to the third anniversary of the Award Date (and there has not been a Change of Control as addressed in Subparagraph 7(a)), other than due to Disability or death as provided in Subparagraph 2(c) above, shall be made as soon as administratively practicable after termination, provided that in the case of a Participant who is a Specified Employee as of his Service termination date, such settlement shall be paid six months after termination. Settlement will be made by payment in shares of Common Stock.

(c) Attainment of Retirement Age Without Termination Prior to Third Anniversary of Award Date. Settlement of Restricted Stock Units that vest in accordance with Subparagraph 2(b) above to a Participant who continues Service through the third anniversary of the Award Date shall be made as soon as administratively practicable after the Restricted Stock Units would have otherwise vested by reason of Subparagraph 2(a). Settlement will be made by payment in shares of Common Stock.

2016 RSU Agmnt. Page 5 of 5

(d) Delivery of Shares To Be Permitted Under Applicable Law . The Company shall not be obligated to deliver any shares of Common Stock if counsel to the Company determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement.

8. Notices. Unless the Company notifies the Participant in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement or the Plan shall be in writing addressed to the Corporate Secretary of the Company and shall be: (a) by registered or certified United States mail, postage prepaid, to 11911 FM 529, Houston, Texas 77041-3011; or (b) by hand delivery or otherwise to 11911 FM 529, Houston, Texas 77041-3011. Any such notice shall be deemed effectively delivered or given upon receipt.

Notwithstanding the foregoing, in the event that the address of the Company’s principal executive offices is changed prior to the date of any settlement of this Award, notices shall instead be made pursuant to the foregoing provisions at the then current address of the Company’s principal executive offices.

Any notice or other communication to the Participant with respect to this Agreement or the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices mailed by the Company to the Participant, five days after deposit in the United States mail, postage prepaid, addressed to the Participant at the address specified at the end of this Agreement or at such other address as the Participant hereafter designates by written notice to the Company.

9. Assignment of Award. Except as otherwise permitted by the Committee and as provided in the immediately following paragraph, the Participant’s rights under the Plan and this Agreement are personal, and no assignment or transfer of the Participant’s rights under and interest in this Award may be made by the Participant other than by a domestic relations order. This Award is payable during his lifetime only to the Participant, or in the case of the Participant being mentally incapacitated, this Award shall be payable to his guardian or legal representative.

The Participant may designate a beneficiary or beneficiaries (the “Beneficiary”) to whom the Award under this Agreement, if any, will pass upon the Participant’s death and may change such designation from time to time by filing with the Company a written designation of Beneficiary on the form attached hereto as Exhibit A, or such other form as may be prescribed by the Committee; provided that no such designation shall be effective unless so filed prior to the death of the Participant and no such designation shall be effective as of a date prior to receipt by the Company. The Participant may change his Beneficiary without the consent of any prior Beneficiary by filing a new designation with the Company. The last such designation that the Company receives in accordance with the foregoing provisions will be controlling. Following the Participant’s death, the Award, if any, will pass to the designated Beneficiary and such person will be deemed the Participant for purposes of any applicable provisions of this Agreement. If no such designation is made or if the designated

2016 RSU Agmnt. Page 6 of 6

Beneficiary does not survive the Participant’s death, the Award shall pass by will or, if none, then by the laws of descent and distribution.

10. Withholding. The Company's obligations under this Agreement shall be subject to the satisfaction of all applicable withholding requirements including those related to federal, state and local income and Service taxes (the “Required Withholding”). The Company may withhold an appropriate amount of cash (with respect to the payment of dividend equivalents) or number of shares from the Common Stock that would otherwise have been delivered to the Participant (with respect to the settlement of the Award) necessary to satisfy the Participant’s Required Withholding, and deliver the remaining amount of cash or shares of Common Stock to the Participant, unless the Participant has made arrangements with the Company for the Participant to deliver to the Company cash, check, other available funds or shares of previously owned Common Stock for the full amount of the Required Withholding by 5:00 p.m. Central Standard Time on the date an amount is included in the income of the Participant. The amount of the Required Withholding and the number of shares to satisfy the Participant’s Required Withholding shall be based on the Fair Market Value of the shares on the date prior to the applicable date of income inclusion.

11. Stock Certificates . Any certificates representing the Common Stock issued pursuant to the settlement of an Award will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award. The Company may place a “stop transfer” order against shares of the Common Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Paragraph 11 have been complied with.

12. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Participant may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted in Paragraph 9 of this Agreement.

13. No Service Guaranteed. No provision of this Agreement shall confer any right upon the Participant to continued Service with the Company or any Subsidiary.

14. Code Section 409A . If any provision of this Agreement would result in the imposition of an additional tax under Code Section 409A and related regulations and Treasury pronouncements (“Section 409A”), that provision will be reformed to avoid imposition of the additional tax, including that any Award subject to Section 409A held by a Specified Employee that is settled by reason of termination of employment (other than death) shall be delayed in payment until the expiration of six months, and no action taken to comply with Section 409A shall be deemed to adversely affect the Participant’s rights to an Award. This Award is intended to comply with or be exempt from Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted consistent with such intent.

2016 RSU Agmnt. Page 7 of 7

15. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, excluding any choice of law provision thereof that would result in the application of the laws of any other jurisdiction.

16. Amendment. Except as set forth herein, this Agreement cannot be modified, altered or amended except by an agreement, in writing, signed by both the Company and the Participant.

17. Entire Agreement. This Agreement, together with the applicable provisions of the Plan, constitute the entire agreement of the Company and the Participant with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, regarding the subject matter hereof.

[Signature Page Follows]



		OCEANEERING INTERNATIONAL, INC.
Award Date:	February 18, 2016	By:
			David K. Lawrence
			Senior Vice President, General Counsel
			and Secretary

The Participant hereby accepts the foregoing 2016 Restricted Stock Unit Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above.



			PARTICIPANT:

Date:

			Participant’s Address:

2016 RSU Agmnt. Page 8 of 8

Exhibit A to
2016 Restricted Stock Unit Agreement

Designation of Beneficiary

I, (“Participant”), hereby declare that upon my death, (the “Beneficiary”) of (address), who is my (relationship), will be entitled to the Award which may become payable under the Plan and all other rights accorded the Participant under the Participant’s 2016 Restricted Stock Unit Agreement (capitalized terms used but not defined herein have the respective meanings assigned to them in such agreement).

It is understood that this designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated therein, including the Beneficiary’s survival of Participant. If any such condition is not satisfied, such rights shall devolve according to the Participant’s last will and testament, or if none, then the laws of descent and distribution.

It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked upon the filing of this designation with the Company. This designation of Beneficiary may only be revoked in writing, signed by the Participant, and filed with the Corporate Secretary of the Company prior to the Participant’s death.

Participant

Date

2016 RSU Agmnt. Page 9 of 9

Exhibit 10.2

No. X- _____Performance Units

2016 PERFORMANCE UNIT AGREEMENT

This 2016 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 (“2016 Performance Award”) of units (“Performance Units”), each representing an initial notional value of $100.00, under the AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective February 18, 2016 (the “Award Date”), and subject to the following terms and conditions:

2. Vesting .

(a) The 2016 Performance Award hereby granted shall become vested in full on the third anniversary of the Award Date, provided the Participant is in Service on such anniversary date.

(b) Performance Units subject to this 2016 Performance Award shall vest, irrespective of the provisions set forth in Subparagraph (a) above, provided that the Participant has been in continuous Service 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 Service 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 2016 Performance Award shall be thereupon vested and an additional one-third of the 2016 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 2016 Performance Award shall thereupon be vested and an additional one-third of the 2016 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 2016 Performance Award Date, on such December 15th, the entire 2016 Performance Award shall thereupon be vested.

2016 PerfU Agmnt. Page 1 of 1

(c) All Performance Units subject to this 2016 Performance Award shall vest, irrespective of the provisions set forth in Subparagraphs (a) or (b) above, provided that the Participant has been in continuous Service since the Award Date, upon the earliest to occur of the applicable of the following:

(i) the date the Company or any successor to the Company terminates the Participant’s Service for any reason on or after a Change of Control;

(ii) the date on or after a Change of Control that

(A) the Participant’s employment with the Company and its Subsidiaries is terminated after 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) as an employee of the Company or one of its Subsidiaries is reduced to a value that is 95% or less of the value thereof on the date immediately prior to the Change of Control, or

(iii) a Change of Control if the Participant is then a Nonemployee Director; or

(iv) the Participant’s termination of Service by reason of Disability or death.

(d) For purposes of this Agreement:

(i) “Change of Control” means:

(C) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act 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

2016 PerfU Agrmt. Page 2 of 2

comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

(F) the consummation of a (i) tender offer or (ii) exchange offer by a Person other than the Company for the ownership of 20% or more of the Voting Securities of the Company then outstanding; or

(G) 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.

(H) Anything else in this definition to the contrary notwithstanding:

(2) no Change of Control shall be deemed to have occurred unless such event constitutes an event specified in Code Section 409A(a)(2)(A)(v) and the Treasury regulations promulgated thereunder.

2016 PerfU Agrmt. Page 3 of 3

(iii) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

(iv) “Nonemployee Director” means a nonemployee member of the Board.

(v) “Service” means (a) employment with the Company or any of its Subsidiaries or (b) service as a Nonemployee Director.

(viii) “Retirement Age” means the earlier to occur of:

(A) age 65 or more; or

(B) age 60 or more with at least 15 years of continuous Service,

provided that the Participant has remained in Service until the earlier to occur of (A) or (B).

3. Forfeiture of 2016 Performance Award. If the Participant’s Service terminates under any circumstances, except those provided in Paragraph 2 of this Agreement or in any other written agreement between the Participant and the Company which provides for vesting of Performance Units granted hereby, all unvested Performance Units as of the termination date shall be forfeited as of the Participant’s termination date.

4. Determination of Final Value of Performance Units . The Committee shall, as soon as practicable after the close of the 2016-2018 Performance Period, determine the final value of each Performance Unit granted hereunder in accordance with the 2016 Performance Award: Goals and Measures (a copy of which has been furnished to the Participant). Such final value may range from $0 to $150.

5. Settlement and Payment . Settlement of all 2016 Performance Awards will be made by payment in cash.

(a) Third Anniversary, Attainment of Retirement Age, Termination After Disability or Death. Payment of 2016 Performance Awards that vest by reason of

2016 PerfU Agrmt. Page 4 of 4

Subparagraph 2(a), 2(b) or 2(c)(iv) above shall be made as soon as administratively practicable after the close of the 2016-2018 Performance Period. Any payment made pursuant to this Subparagraph 5(a) will be made based on the actual attainment of the Performance Goals.

(b) Change of Control Without Termination During 2016-2018 Performance Period. Payment of 2016 Performance Awards that vest by reason of (i) Subparagraph 2(a) above after a Change of Control has occurred (and the Participant is in Service on the third anniversary of the Grant Date) or (ii) Subparagraph 2(c)(iii) above, shall be made as soon as administratively practicable after the close of the 2016-2018 Performance Period. Any payment made pursuant to this Subparagraph 5(b) will be made as if each Performance Goal had been satisfied at the Target level, with no reduction for such payment date occurring prior to the close of the 2016-2018 Performance Period.

(c) Change of Control With Termination During 2016-2018 Performance Period . Payment of 2016 Performance Awards that vest:

(i) in accordance with Subparagraph 2(b) above with respect to a Participant who has attained Retirement Age and who terminates Service after a Change of Control but prior to the end of the 2016-2018 Performance Period;

(ii) upon a Participant’s termination of Service after a Change of Control but prior to the end of the 2016-2018 Performance Period under Subparagraph 2(c)(i) or Subparagraph 2(c)(ii) above;

(iii) upon a Participant’s termination of Service after a Change of Control but prior to the end of the 2016-2018 Performance Period due to death or Disability under Subparagraph 2(c)(iv) above; or

(iv) upon a Participant’s termination of Service prior to a Change of Control and the end of the of the 2016-2018 Performance Period due to death or Disability under Subparagraph 2(c)(iv), and followed by a Change of Control prior to the end of the 2016-2018 Performance Period;

shall be made as soon as administratively practicable after (A) the Participant’s termination of Service occurs with respect to awards that vest pursuant to clauses (i), (ii) and (iii) in this Subparagraph 5(c), provided that in the case of a Participant who is a Specified Employee as of his Service termination date and whose units vest following a Change of Control other than due to death, such settlement shall be paid six months after such Participant’s Service termination date; and (B) the date the Change of Control occurs with respect to awards that vest pursuant to clause (iv) in this Subparagraph 5(c). Any payment made pursuant to this Subparagraph 5(c) will be made as if each Performance Goal had been satisfied at the Target level, with no reduction for such payment date occurring prior to the close of the 2016-2018 Performance Period.

6. Notices. Unless the Company notifies the Participant in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement or the Plan shall be in writing addressed to the Corporate Secretary of the Company and shall be: (a) by registered or certified United States mail, postage prepaid, to 11911 FM 529, Houston, Texas

2016 PerfU Agrmt. Page 5 of 5

77041-3011; or (b) by hand delivery or otherwise to 11911 FM 529, Houston, Texas 77041-3011. Any such notice shall be deemed effectively delivered or given upon receipt.

Notwithstanding the foregoing, in the event that the address of the Company’s principal executive offices is changed prior to the date of any settlement of this 2016 Performance Award, notices shall instead be made pursuant to the foregoing provisions at the then current address of the Company’s principal executive offices.

7. Assignment of 2016 Performance Award. Except as otherwise permitted by the Committee and as provided in the immediately following paragraph, the Participant's rights under the Plan and this Agreement are personal, and no assignment or transfer of the Participant's rights under and interest in this 2016 Performance Award may be made by the Participant other than by a domestic relations order. This 2016 Performance Award is payable during his lifetime only to the Participant, or in the case of the Participant being mentally incapacitated, this 2016 Performance Award shall be payable to his guardian or legal representative.

The Participant may designate a beneficiary or beneficiaries (the “Beneficiary”) to whom the 2016 Performance Award under this Agreement, if any, will pass upon the Participant’s death and may change such designation from time to time by filing with the Company a written designation of Beneficiary on the form attached hereto as Exhibit A, or such other form as may be prescribed by the Committee; provided that no such designation shall be effective unless so filed prior to the death of the Participant and no such designation shall be effective as of a date prior to receipt by the Company. The Participant may change his Beneficiary without the consent of any prior Beneficiary by filing a new designation with the Company. The last such designation that the Company receives in accordance with the foregoing provisions will be controlling. Following the Participant’s death, the 2016 Performance Award, if any, will pass to the designated Beneficiary and such person will be deemed the Participant for purposes of any applicable provisions of this Agreement. If no such designation is made or if the designated Beneficiary does not survive the Participant’s death, the 2016 Performance Award shall pass by will or, if none, then by the laws of descent and distribution.

8. Withholding. The Company’s obligations under this Agreement shall be subject to the satisfaction of all applicable withholding requirements including those related to federal, state and local income and Service taxes (the “Required Withholding”). The Company may withhold an appropriate amount of cash necessary to satisfy the Participant’s Required Withholding, and deliver the remaining amount of cash to the Participant, unless the Participant has made arrangements with the consent of the Company for the Participant to deliver to the Company cash, check, other available funds or shares of previously owned Common Stock for the full amount of the Required Withholding by 5:00 p.m. Central Standard Time on the date an amount is included in the income of the Participant. The amount of the Required Withholding and the number of shares to satisfy

2016 PerfU Agrmt. Page 6 of 6

the Participant’s Required Withholding shall be based on the Fair Market Value of the shares on the date prior to the applicable date of income inclusion.

9. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Participant may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted in Paragraph 7 of this Agreement.

10. No Service Guaranteed. No provision of this Agreement shall confer any right upon the Participant to continued Service with the Company or any Subsidiary.

11. Qualified Performance Awards. The Performance Units and the related 2016 Performance Award granted hereunder are intended to qualify as qualified performance-based compensation under Section 162(m) of the Code. The Committee shall take such action as necessary to so qualify such 2016 Performance Award under the provisions of Section 162(m) and the related regulations and Treasury pronouncements. No action taken to comply with Section 162(m) shall be deemed to impair a benefit under this Agreement.

12. Code Section 409A . If any provision of this Agreement would result in the imposition of an additional tax under Code Section 409A and related regulations and Treasury pronouncements (“Section 409A”), that provision will be reformed to avoid imposition of the additional tax, including that any Award subject to Section 409A held by a Specified Employee that is settled by reason of termination of employment (other than death) shall be delayed in payment until the expiration of six months, and no action taken to comply with Section 409A shall be deemed to adversely affect the Participant’s rights to an Award. This Award is intended to comply with or be exempt from Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted consistent with such intent.

13. Participant Limit. The 2016 Performance Award made hereunder shall not be in an amount greater than $10,000,000 for any Participant.

14. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, excluding any choice of law provision thereof that would result in the application of the laws of any other jurisdiction.

15. Amendment. Except as set forth herein, this Agreement cannot be modified, altered or amended except by an agreement, in writing, signed by both the Company and the Participant.

16. Entire Agreement. This Agreement, together with the applicable provisions of the Plan, constitute the entire agreement of the Company and the Participant with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, regarding the subject matter hereof.

[Signature Page Follows]

2016 PerfU Agrmt. Page 7 of 7



		OCEANEERING INTERNATIONAL, INC.
Award Date:	February 18, 2016	By:
			David K. Lawrence
			Senior Vice President, General Counsel
			and Secretary

The Participant hereby accepts the foregoing 2016 Performance Unit Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above.



			PARTICIPANT:

Date:

			Participant’s Address:

2016 PerfU Agrmt. Page 8 of 8

Exhibit A to 2016 Performance Unit

Agreement

Designation of Beneficiary

I, (“Participant”), hereby declare that upon my death, (the “Beneficiary”) of (address), who is my (relationship), will be entitled to the 2016 Performance Award which may become payable under the Plan and all other rights accorded the Participant under the Participant’s 2016 Performance Unit Agreement (capitalized terms used but not defined herein have the respective meanings assigned to them in such agreement).

Participant

2016 PerfU Agrmt. Page 9 of 9

Exhibit 10.3

2016 PERFORMANCE AWARD: GOALS AND MEASURES

ARTICLE 1

ESTABLISHMENT AND PURPOSE

1.1 Establishment of the 2016-2018 Performance Goals . Oceaneering International, Inc. (the “Company”), has previously established the Amended and Restated 2010 Incentive Plan of Oceaneering International, Inc. (the “Plan”). The Plan permits the establishment of Performance Goals and the award of Performance Awards to Participants. The Committee has established Performance Goals (as detailed herein) for the first performance period under the Plan which shall run from January 1, 2016 through December 31, 2018 (the “2016-2018 Performance Period”). This 2016-2018 Performance Period is subject to all the provisions of the Plan.

1.2 Establishment of 2016-2018 Performance Goal Targets . The 2016-2018 Performance Goal targets are as follows:

ROIC/Kc: ___%

Cumulative Three Year Cash Flow: ___

1.3 Purpose . The establishment of Performance Goals for the 2016-2018 Performance Period is to provide Participants with a long-term incentive opportunity in respect of the 2016-2018 Performance Period. Performance Awards granted in 2016 (the “2016 Performance Awards”) are subject to the attainment of these Performance Goals.

ARTICLE 2

DEFINITIONS

2.1 Definitions . Whenever used in this document, capitalized terms shall have the meanings assigned in the Plan, unless defined otherwise or specifically provided herein. The following terms shall have the meanings set forth below:

(a) “Average Cost of Capital” means the average (the arithmetic mean) of the Cost of Capital for each of the three calendar years within the 2016-2018 Performance Period.

(b) “Average Invested Capital” means the sum of Average Total Debt and Average Shareholders’ Equity for each of the three calendar years within the 2016-2018 Performance Period.

2016 Goals and Measures Page 1 of 1

(c) “Average Return on Invested Capital” or “ROIC” means a percentage derived by dividing (i) the cumulative NOPAT (the sum of NOPAT for each of the three calendar years within the 2016-2018 Performance Period) by (ii) Average Invested Capital.

(d) “Average Total Debt” means (i) the sum of the Total Debt as of the end of the prior year and the Total Debt as of the end of the current year (ii) divided by two. For example, the Average Total Debt for calendar year 2016 will be the Total Debt as of December 31, 2015, plus the Total Debt as of December 31, 2016, divided by two.

(e) “Average Shareholders’ Equity” means (i) the sum of Shareholders’ Equity as of the end of the prior year and Shareholders’ Equity as of the end of the current year (ii) divided by two.

(f) “Cost of Capital” or “Kc” means a percentage determined by dividing (i) the sum of the Cost of Debt and the Cost of Equity for each of the three calendar years within the 2016-2018 Performance Period by (ii) the sum of Average Total Debt and Average Shareholders’ Equity for each of the three calendar years within the 2016-2018 Performance Period. All components of Cost of Capital shall be obtained directly from the audited financial statements of the Company for the applicable year.

(g) “Cost of Debt” means the product of annual Interest Expense and 65% (100% less a deemed income tax rate of 35%).

(h) “Cost of Equity” means the product of Average Shareholders’ Equity and 7.27%, which is the sum of the 2.27% yield on the 10-year Treasury Notes as of December 31, 2015, as published by the U.S. Federal Reserve, plus an equity return premium of 5.0%.

(i) “Cumulative Three Year Cash Flow” means the sum of the earnings before interest, taxes, depreciation and amortization (“EBITDA”) amounts for each of the three calendar years in the 2016-2018 Performance Period. EBITDA shall be calculated as Net Income (Loss) plus (or Minus) Net Interest Expense (Income), plus provisions for income taxes (or minus benefit from income taxes), plus depreciation and amortization. Each component of EBITDA shall be obtained directly from the audited financial statements of the Company for the applicable year.

(j) “Income Before Income Taxes” means income before income taxes as reflected in the audited financial statements of the Company for the applicable calendar year.

(k) “Interest Expense” means interest expense, net of amounts capitalized, as reflected in the audited financial statements of the Company for the applicable calendar year.

(l) “Interest Income” means interest income as reflected in the audited financial statements of the Company for the applicable calendar year.

2016 Goals and Measures Page 2 of 2

(m) “Net Income (Loss)” means net income (loss) as reflected in the audited financial statements of the Company for the applicable calendar year.

(n) “Net Interest Expense (Income)” means the difference between (i) Interest Expense and (ii) Interest Income for the applicable calendar year.

(o) “Net Operating Profit After Taxes” or “NOPAT” means Net Income (Loss) plus (or minus) the product of (i) Net Interest Expense (Income) and (ii) 100% minus the effective income tax rate for the applicable year. The effective income tax rate will be determined by dividing the annual income tax provision (or benefit) by Income Before Income Taxes. All components of NOPAT shall be obtained directly from the audited financial statements of the Company for the applicable calendar year.

(p) “Performance Unit” means the unit of measure underlying a Performance Award, with an initial notional value of $100.

(q) “ROIC/Kc” means a percentage derived by dividing (i) Average Return on Invested Capital for the 2016-2018 Performance Period by (ii) Average Cost of Capital for the 2016-2018 Performance Period. A percentage greater than 100% indicates the Company earned a rate of return on its Average Invested Capital in excess of its Average Cost of Capital.

(r) “Shareholders’ Equity” means the shareholders’ equity as reflected in the audited financial statements of the Company for the applicable year.

(s) “Total Debt” means the difference between (i) the sum of the debt components (in both current and long-term liabilities), as reflected in the audited financial statements of the Company for the applicable calendar year, and (ii) construction-in-progress as disclosed in the footnotes to the audited financial statements of the Company to the extent such amount is greater than $20,000,000.

ARTICLE 3

AWARD DETERMINATION

3.1 Award Opportunities . The Committee has determined the Participants for the 2016-2018 Performance Period and each Participant’s 2016 Performance Award; such Participants and their individual Performance Awards are reflected in the Committee records. A Participant’s 2016 Performance Award is keyed to the Company’s performance with respect to the 2016-2018 Performance Goals, and may result in a payment to the Participant having a value from zero percent to one hundred fifty percent of the initial notional value of the 2016 Performance Award.

2016 Goals and Measures Page 3 of 3

3.2 Performance Award Determination . As soon as is practicable after the close of the 2016-2018 Performance Period, the Committee shall calculate the value of 2016 Performance Awards for each Participant as follows:

(a) Determine ROIC/Kc for the 2016-2018 Performance Period.

(b) Determine the Cumulative Three Year Cash Flow for the 2016-2018 Performance Period.

Threshold Level: ___%

Target Level: ___%

Maximum Level: ___%

(d) Determine the Cumulative Three Year Cash Flow Performance Goal level based on the following:

Threshold Level: ___

Target Level: ___

Maximum Level: ___

(e) If the Company does not reach the Threshold level on both the ROIC/Kc and the Cumulative Three Year Cash Flow Performance Goal, no amounts will be paid with respect to the 2016 Performance Awards. If the Company reaches the Threshold level on at least one Performance Goal, an amount will be payable with respect to the 2016 Performance Awards.

(f) The 2016 Performance Award for any Participant shall not be in an amount greater than $10,000,000.

(g) Satisfaction of each Performance Goal at the Target level will result in a final value of each Performance Unit of $100. The determination of the final value of each Performance Unit shall be based on application of the following grid (with interpolation between the specified levels):

2016 Goals and Measures Page 4 of 4



	UNIT VALUES
Cumulative Three Year Cash Flow	Maximum	$75.00	$112.50	$125.00	$150.00
	Target	$50.00	$87.50	$100.00	$125.00
	Threshold	$37.50	$75.00	$87.50	$112.50
	Below Threshold	$0.00	$37.50	$50.00	$75.00
		Below Threshold	Threshold	Target	Maximum
	ROIC/Kc

(h) The Committee shall certify the determination of the final value of each Performance Unit. If such value exceeds $100, the Committee retains the discretion to reduce such value to any amount above or equal to $100.

ARTICLE 4

PAYMENT OF 2016 PERFORMANCE AWARDS

4.1 Determination of Amount . 2016 Performance Awards will be determined as soon as practicable after (a) the Company’s financial statements for each of the three calendar years in the 2016-2018 Performance Period have been certified, (b) the Committee has certified in writing that the various Performance Goals and conditions set forth herein and in the Plan have all been met or satisfied, and (c) the Committee has specifically authorized in writing the payment of any 2016 Performance Awards based on attainment of either Performance Goal at a level greater than Target.

4.2 Vesting . The 2016 Performance Awards will vest as set forth in the Participant’s Performance Unit Agreement.

4.3 Form of Payment . Each 2016 Performance Award will be paid in cash.

4.4 Time of Payment . 2016 Performance Awards shall be paid as set forth in the Participant’s Performance Unit Agreement.

2016 Goals and Measures Page 5 of 5

Exhibit 10.4

No. W- Restricted Shares

2016 NONEMPLOYEE DIRECTOR

RESTRICTED STOCK AGREEMENT

This 2016 Nonemployee Director Restricted Stock Agreement (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and (the “Participant”), a nonemployee Director, regarding an award (“Award”) of shares of Common Stock (as defined in the AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock”) awarded to the Participant effective February 18, 2016 (the “Award Date”), such number of shares subject to adjustment as provided in Section 15 of the Plan, and further 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 Board 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.

2. Vesting and Lapse of Restrictions .

(a) All shares of Restricted Stock subject to this Award shall vest in full (and all restrictions thereon shall lapse) on the first anniversary of the Award Date, provided the Participant is a Director on such anniversary.

(b) All shares of Restricted Stock (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full (and all restrictions thereon shall lapse), irrespective of the provision set forth in subparagraph (a) above, provided that the Participant has been in continuous service as a Director since the Award Date, upon the earlier to occur of:

(i) the Participant’s death; or

(ii) a Change of Control.

(i) “Change of Control” means:

(A) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act and the rules and regulations promulgated thereunder), directly or indirectly, of securities of the Company

2016 Nonemployee Director RS Agreement Page 1 of 1

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

(D) the consummation of a (i) tender offer or (ii) exchange offer 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:

(2) no Change of Control shall be deemed to have occurred unless such event constitutes an event specified in Code

2016 Nonemployee Director RS Agreement Page 2 of 2

Section 409A(a)(2)(A)(v) and the Treasury regulations promulgated thereunder.

(ii) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

(iii) “Person” means, any individual, corporation, partnership, “group” (as such term is used in Rule 13d-5 under the Exchange Act), association or other “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, and the related rules and regulations promulgated thereunder.

(iv) “Voting Securities” means, with respect to any corporation or other 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.

3. Forfeiture of Award. If the Participant’s service as a Director terminates under any circumstances (except those provided in Section 2 of this Agreement or in any other written agreement between the Participant and the Company which provides for vesting of the Restricted Stock granted hereby), all unvested Restricted Stock as of the termination date shall be forfeited.

4. Registration of Shares. The Participant’s right to receive the Restricted Stock shall be evidenced by book entry registration (or by such other manner as the Committee may determine) at the beginning of the Restriction Period. Upon termination of the Restriction Period, a certificate representing such shares shall be delivered upon written request to the Participant as promptly as is reasonably practicable following such termination.

5. Code Section 83(b) Election. The Participant shall be permitted to make an election under Code Section 83(b), to include an amount in income in respect of the Award of Restricted Stock in accordance with the requirements of Code Section 83(b).

6. Dividends and Voting Rights. The Participant is entitled to receive all dividends and other distributions made with respect to Restricted Stock registered in his name and is entitled to vote or execute proxies with respect to such registered Restricted Stock, unless and until the Restricted Stock is forfeited.

7. Delivery of Shares. The Company shall not be obligated to deliver any shares of Common Stock if counsel to the Company determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement.

8. Notices. Unless the Company notifies the Participant in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement or

2016 Nonemployee Director RS Agreement Page 3 of 3

the Plan shall be in writing addressed to the Corporate Secretary of the Company and shall be: (a) by registered or certified United States mail, postage prepaid, to 11911 FM 529, Houston, Texas 77041-3011; or (b) by hand delivery or otherwise to 11911 FM 529, Houston, Texas 77041-3011. Any such notice shall be deemed effectively delivered or given upon receipt.

10. Stock Certificates

Any certificate representing the Common Stock issued pursuant to the Award will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award. The Company may place a “stop transfer” order against shares of the Common Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Section 10 have been complied with.

2016 Nonemployee Director RS Agreement Page 4 of 4

11. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Participant may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted in Section 9 of this Agreement.

12. No Service as Director Guaranteed. No provision of this Agreement shall confer any right upon the Participant to continued service with the Company as a Director.

13. Code Section 409A. This Award is intended to be exempt from Section 409A of the Code and related regulations and Treasury pronouncements, and ambiguous provisions hereof, if any, shall be construed and interpreted consistent with such intent.

15. Amendment. Except as set forth herein, this Agreement cannot be modified, altered or amended except by an agreement, in writing, signed by both the Company and the Participant.



		OCEANEERING INTERNATIONAL, INC.

Award Date:	February 18, 2016	By:
			David K. Lawrence
			Senior Vice President, General Counsel
			and Secretary

The Participant hereby accepts the foregoing 2016 Nonemployee Director Restricted Stock Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above.




			PARTICIPANT:

Date:
			Participant’s Address:

2016 Nonemployee Director RS Agreement Page 5 of 5

Exhibit A to 2016 Nonemployee Director Restricted Stock Agreement

Designation of Beneficiary

I, ____________________________________ (“Participant”), hereby declare that upon my death, _________________________________________ (the “Beneficiary”) of _________________________________________________________ (address), who is my ________________________ (relationship), will be entitled to the Award which may become payable under the Plan and all other rights accorded the Participant under the Participant’s 2016 Nonemployee Director Restricted Stock Agreement (capitalized terms used but not defined herein have the respective meanings assigned to them in such agreement).

Participant

Date

2016 Nonemployee Director RS Agreement Page 6 of 6

Exhibit 10.5

OCEANEERING INTERNATIONAL, INC.

2016 ANNUAL CASH BONUS AWARD PROGRAM SUMMARY

The Compensation Committee (the “Committee”) of the Board of Directors of Oceaneering International, Inc. (the “Company”) approved the 2016 Annual Cash Bonus Award Program (the “Program”) for executive officers of the Company, and for other participating employees of the Company or its subsidiaries who are selected by the Committee, each under the Amended and Restated 2010 Incentive Plan of the Company. Under the Program, cash bonuses are based on the level of achievement of the following, as compared to planned results approved by the Committee:


(a)	with respect to corporate executives:


(i)	consolidated net income for the Company and its subsidiaries for the year ending December 31, 2016 (“Net Income”);


(b)	with respect to other corporate employee participants:


(i)	Net Income (85% of award); and


(ii)	individual goals (15% of award);


(c)	with respect to profit center executive participants:


(i)	Net Income (50% of award); and


(ii)	operating income of the executive’s profit center (50% of award);


(d)	with respect to country manager participants:


(i)	Net Income (35% of award); and


(ii)	goals of the executive’s profit center (65% of award), which profit center percentage amount is comprised of the level of achievement of the following:


(1)	operating income of the profit center (45%);


(2)	HSE goals (5%); and


(3)	annual strategic objectives (15%); and


(e)	with respect to all other employee participants:


(i)	Net Income (35% of award);


(ii)	goals of the participant’s profit center (50% of award), which profit center percentage amount is comprised of the level of achievement of the following:


(1)	operating income of the profit center (35%);


(2)	HSE goals (5%); and


(3)	objectives for annual strategic objectives (10%); and


(iii)	individual goals (15%).

If the level of achievement with respect to Net Income does not exceed a threshold approved by the Committee, then no cash bonus will be payable under the Program with respect to Net Income or profit center performance.

The Committee has discretion to approve payment of a lower amount under the Program than the amount that is otherwise determined under the terms of the Program. Further, the Committee has delegated to the Chief Executive Officer authority, with respect to all participants other than officers of the Company, to make additions and changes to the Program participation approved by the Committee for the 2016 year.

For each participant under the Program, the cash bonus achievable is a percentage, approved by the Committee, of the participant’s 2016 annual base salary (in U.S. Dollars).

A participant must be employed by the Company or a subsidiary of the Company, or a member of the Board of Directors of the Company, at the time the Company pays the cash bonuses under the Program to receive a cash bonus.