OCEANEERING INTERNATIONAL INC (Form: 8-K, Received: 02/27/2017 16:25:50)

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 24, 2017

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 24, 2017 , the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Oceaneering International, Inc. ("Oceaneering" or "us") granted awards of performance units and restricted stock units under Oceaneering's Amended and Restated 2010 Incentive Plan (the "Incentive Plan") to various employees, including certain of Oceaneering's executive officers.

The following table sets forth information regarding the performance units and restricted stock units awarded to each of the below-indicated executive officers of Oceaneering listed in the "Summary Compensation Table" in Oceaneering's proxy statement for its 2016 annual meeting of shareholders (the " 2016 Proxy Statement") as a named executive officer (the "Named Executive Officers"), as well as to Mr. Alan R. Curtis, our principal financial officer since January 1, 2016, and Mr. W. Cardon Gerner, both of whom are expected to be listed as named executive officers in Oceaneering's proxy statement for its 2017 annual meeting of shareholders (the "2017 Proxy Statement"). Mr. Kevin F. Kerins is omitted from the following table due to his retirement as of December 31, 2016.



Name and Position	Number of Performance Units (1)(2)	Number of Restricted Stock Units (1)(3)
M. Kevin McEvoy (4)	—	—
Chief Executive Officer
Roderick A. Larson	9,075	22,693
President
Clyde W. Hewlett	6,739	16,852
Chief Operating Officer
Alan R. Curtis	4,140	10,353
Senior Vice President and Chief Financial Officer
W. Cardon Gerner (5)	—	—
Senior Vice President and Chief Accounting Officer
Marvin J. Migura	1,620	4,051
Senior Vice President

(1)

The performance units and restricted stock units are scheduled to vest in full on the third anniversary of the award date, subject to earlier vesting on: (a) an employee's attainment of retirement age, resulting in vesting on a pro-rata basis over three years, as in the cases of Messrs. Hewlett and Migura, who have each attained retirement age; or (b) the termination or constructive termination of an employee's employment in connection with a change of control or due to death or disability.


(2)	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 earnings before interest, taxes, depreciation and amortization, or EBITDA, and relative total shareholder return, or TSR, for the three-year period from January 1, 2017 through December 31, 2019, to be used as the basis for the final value of the performance units awarded under the Incentive Plan. Relative TSR is determined by comparing Oceaneering's TSR for the three-year performance period to the TSR for such period of the other companies identified in the form of performance unit award agreement. The final value of each performance unit may range from $0 to $200. Upon settlement, the value of the performance units will be payable in cash.


(3)	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.


(4)	Mr. McEvoy has elected to forego performance unit and restricted stock unit awards as a consequence of his intention to retire as Chief Executive Officer immediately following Oceaneering's 2017 annual meeting of shareholders .


(5)	Mr. Gerner has elected to forego performance unit and restricted stock unit awards in 2017 and 2018 in consideration of entering into a retention agreement with Oceaneering approved by the Compensation Committee. The retention agreement provides for the payment of up to $300,000 in installments to Mr. Gerner, subject to his continued employment with Oceaneering through at least December 31, 2018.

In addition, on February 24, 2017 , the Board: (1) granted awards of 6,000 shares of restricted stock under the Incentive Plan to, and approved 2017 base annual cash retainers of $70,000 for, each of the following nonemployee directors of Oceaneering: Messrs. William B. Berry, T. Jay Collins, D. Michael Hughes, Paul B. Murphy, Jr., Jon Erik Reinhardsen and Steven A. Webster; and (2) granted an award of 9,000 shares of restricted stock under the Incentive Plan to, and approved a 2017 annual cash retainer of $105,000 for, Mr. 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 for Messrs. Berry, Collins, Huff, Murphy, Reinhardsen and Webster, and on the retirement from his position as a director of Oceaneering for Mr. Hughes, provided that such retirement is not before the date of the 2017 annual meeting of shareholders of Oceaneering; and further provided that all awards are subject to: (a) earlier vesting on a change of control or the termination of the director's service due to death; and (b) such other terms as are set forth in the award agreements.

All cash retainers are payable on a quarterly basis. Base cash retainers are supplemented by cash retainers payable to the chairmen of the committees of the Board, which remain unchanged at annual amounts of $15,000 for the Chairman of the Audit Committee, $8,000 for the Chairman of the Compensation Committee and $8,000 for the Chairman of the Nominating and Corporate Governance Committee.

The Compensation Committee approved the grant of an aggregate of 100,694 performance units and 407,673 restricted stock units, and the Board approved the grant of an aggregate of 45,000 shares of restricted stock, including the awards referenced in the table and the discussion above. Those awards were made to a total of 346 Incentive Plan participants.

In addition, the Compensation Committee approved: (1) the form of 2017 Performance Unit Agreement, including 2017 Performance Award: Goals and Measures, that will govern the terms

and conditions of the performance unit awards made to Oceaneering's executive officers and other employees; and (2) the form of 2017 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. The Board approved the forms of 2017 Nonemployee Director Restricted Stock Agreement that will govern the terms and conditions of restricted stock awards made to Oceaneering’s nonemployee directors.

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 24, 2017 , the Compensation Committee approved the payment of bonuses awarded in 2016 under the Incentive Plan to various employees. However, the Compensation Committee did not approve any payment of bonuses under the Incentive Plan to any of the Named Executive Officers or to Mr. Curtis or Mr. Gerner, as explained below. The Compensation Committee had previously established performance goals for the year ended December 31, 2016 to be used as the basis for determining the final value, if any, of annual cash bonus awards approved under the Incentive Plan (the "2016 Annual Cash Bonus Award Program"). For executives with company-wide responsibility, such as Messrs. McEvoy, Larson, Hewlett, Curtis, Gerner and Migura, achievement was measured by Oceaneering's net income for calendar year 2016; and for executives with profit center responsibilities, achievement was measured for calendar year 2016 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 2016, no bonus payments were approved under the 2016 Annual Cash Bonus Award Program to the Named Executive Officers, Mr. Curtis or Mr. Gerner.

On February 24, 2017 , the Compensation Committee set the annual base salaries for the Named Executive Officers (except Mr. Kerins) and Messrs. Curtis and Gerner as follows:



Name	2017 Base Salary
M. Kevin McEvoy	$	715,000
Roderick A. Larson	$	550,000
Clyde W. Hewlett	$	432,000
Alan R. Curtis	$	345,000
W.Cardon Gerner	$	325,000
Marvin J. Migura	$	300,000

On February 24, 2017 , the Compensation Committee approved a performance-based 2017 Annual Cash Bonus Award Program under the Incentive Plan, with payments to be made no later than March 15, 2018. Bonuses under this program for executive officers will be determined by reference to Oceaneering's consolidated earnings before interest, taxes, depreciation and amortization, or EBITDA, subject to reduction if certain quality, health, safety and environmental performance measures are not fully satisfied, for the year ending December 31, 2017. Under this program, the target and maximum possible bonuses for the Named Executive Officers (except Mr. Kerins) and Messrs. Curtis and Gerner, each as a percentage of such officer's base salary for 2017 , are as follows:



Name	Target Bonus as a Percentage of Base Salary		Maximum Bonus as a Percentage of Base Salary
M. Kevin McEvoy (1)	—	%	—	%
Roderick A. Larson	125	%	250	%
Clyde W. Hewlett	100	%	200	%
Alan R. Curtis	75	%	150	%
W.Cardon Gerner	70	%	140	%
Marvin J. Migura	125	%	250	%


(1)	Mr. McEvoy has elected to forego an annual cash bonus award as a consequence of his intention to retire as Chief Executive Officer immediately following Oceaneering's 2017 annual meeting of shareholders .

A summary of the 2017 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 2017 Performance Unit Agreement, including 2017 Performance Award: Goals and Measures
10.2		Form of 2017 Restricted Stock Unit Agreement
10.3		Form of 2017 Nonemployee Director Restricted Stock Agreement
10.4		2017 Nonemployee Director Restricted Stock Agreement for Mr. Hughes
10.5		2017 Annual Cash Bonus Award Program Summary
10.6		Retention Agreement dated February 24, 2017 for Mr. Gerner

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 27, 2017	By:	/S/ DAVID K. LAWRENCE
			David K. Lawrence
			Senior Vice President, General Counsel
			and Secretary

Exhibit Index



No.		Description

10.1		Form of 2017 Performance Unit Agreement, including 2017 Performance Award: Goals and Measures
10.2		Form of 2017 Restricted Stock Unit Agreement
10.3		Form of 2017 Nonemployee Director Restricted Stock Agreement
10.4		2017 Nonemployee Director Restricted Stock Agreement for Mr. Hughes
10.5		2017 Annual Cash Bonus Award Program Summary
10.6		Retention Agreement dated February 24, 2017 for Mr. Gerner

Exhibit 10.1

No. X- Performance Units

2017 PERFORMANCE UNIT AGREEMENT

This 2017 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 (this “ 2017 Performance Award ”) of ____________________ units (the “ Performance Units ”), each representing an initial notional value of $100.00, under the AMENDED AND RESTATED2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “ Plan ”), awarded to the Participant effective February 24, 2017 (the “ Award Date ”), and subject to the following terms and conditions:

1. Relationship to Plan . This 2017 Performance 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. Determination of Final Value of Performance Units . Pursuant to, and subject to, the terms and conditions set forth in this Agreement and the Plan, the Company hereby grants to the Participant the Performance Units as set forth above, with an initial notional value of $100.00, which assumes achievement of the target level of performance (“ Target ”) as described on the “2017 Performance Award: Goals and Measures” attached hereto as Schedule I (the “ Goals and Measures ”); provided that, except as otherwise provided in this Agreement, the final value (if any) of Performance Units (which may range from $0 to $200 per unit), shall be determined based on the actual results for the period beginning on January 1, 2017 and ending on December 31, 2019 (the “ Performance Period ”) in accordance with the performance criteria set forth in the Goals and Measures. The Participant’s rights with respect to the Performance Units shall be forfeitable until the Performance Units vest in accordance with Paragraph 3.

3. Vesting . The Performance Units shall become vested as follows:

(a) General . On the third anniversary of the Award Date, the Performance Units shall vest, and the final value of the units shall be determined, based on the extent to which the Company has satisfied the performance conditions set forth in the Goals and Measures, provided that the Participant has continuously remained in Service through such date.

(b) Retirement Age . If the Participant terminates Service prior to the third anniversary of the Award Date and, as of such termination date, the Participant has obtained Retirement Age, then the Performance Units shall vest pro rata and the final value shall be based on the actual attainment of the performance conditions set forth in the Goals and Measures, as determined following the close of the Performance Period in accordance with the following schedule:



Date of Termination Due to Retirement	Number of Vested Performance Units
On or after December 15, 2017, but prior to December 15, 2018	One-third
On or after December 15, 2018, but prior to December 15, 2019	Two-thirds
On or after December 15, 2019	All

For the avoidance of doubt, if the Participant is of Retirement Age (as of the termination date) and terminates Service prior to December 15, 2017, then this 2017 Performance Award shall be forfeited in full as of such termination date. Performance Units that vest pursuant to this subparagraph (b) shall be settled at the same time as Performance Units are to be settled pursuant to subparagraph (a).

(c) Change of Control without Termination . If a Change of Control occurs prior to the third anniversary of the Award Date and the Participant remains in continuous Service through the third anniversary of the Award Date, then all of the Performance Units shall vest as of the third anniversary of the Award Date and the final value of each Performance Unit shall be equal to the Target value.

(d) Change of Control with Termination . Notwithstanding subparagraph (c) above, if a Change of Control occurs prior to the third anniversary of the Award Date and the Participant’s Service is terminated on or after the Change of Control (i) by the Company or any successor to the Company for any reason or (ii) by the Participant for Good Reason, then the Performance Units shall vest as of such termination date and the final value of each Performance Unit shall be equal to the Target value.

(e) Death or Disability . If the Participant’s Service is terminated prior to the third anniversary of the Award Date due to the Participant’s death or Disability, then the Performance Units shall vest as of such termination date and the final value of each Performance Unit shall be equal to the Target value.

4. Forfeiture of 2017 Performance Award . If the Participant’s Service terminates under any circumstances, except those provided in Paragraph 3 of this Agreement or in any other written agreement between the Participant and the Company which provides for vesting of Performance Units, all unvested Performance Units as of the Service termination date shall be forfeited as of the Participant’s Service termination date.

5. Settlement and Payment . Settlement of all Performance Units will be made by payment in cash and shall be paid to the Participant in a lump sum as soon as administratively practicable following the applicable vesting date determined pursuant to Paragraph 3.

6. Definitions . For purposes of this Agreement:

(a) “ 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.

(b) “ Good Reason ” means the Participant terminates his or her employment with the Company and its Subsidiaries within 30 days after:

(i) 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

(ii) 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 or her place of Service with the Company on the date immediately prior to the Change of Control.

(i) age 65 or more; or

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

provided that the Participant has continuously remained in Service from the Award Date until the earlier to occur of (i) or (ii).

(d) “ Service ” means employment with the Company or any of its Subsidiaries or service as a member of the Board of Directors of the Company.

(e) “ 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.

7. 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 2017 Performance Award, notices shall instead be made pursuant to the foregoing provisions at the then current address of the Company’s principal executive offices.

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.

8. Assignment of 2017 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 2017 Performance Award may be made by the Participant other than by a domestic relations order. This 2017 Performance Award is payable during his or her lifetime only to the Participant, or in the case of the Participant being mentally incapacitated, this 2017 Performance Award shall be payable to his or her guardian or legal representative.

The Participant may designate a beneficiary or beneficiaries (the “ Beneficiary ”) to whom this 2017 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 or her 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, this 2017 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, this 2017 Performance Award shall pass by will or, if none, then by the laws of descent and distribution.

9. 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 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 of previously owned Common Stock 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.

10. 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.

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

12. Qualified Performance Awards . The Performance Units and the related 2017 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 2017 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.

13. Code Section 409A Compliance . The Performance Units granted under this Agreement are intended to comply with or be exempt from Section 409A of the Code and related regulations and Treasury pronouncements (“ Section 409A ”), and ambiguous provisions of this Agreement, if any, shall be construed and interpreted in a manner consistent with such intent. If any provision of this Agreement would result in the imposition of an additional tax under Section 409A, that provision will be reformed to avoid imposition of the additional tax. If the Participant is a Specified Employee on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A‑1(h), any Performance Units settled on account of a separation from service that is deferred compensation subject to Section 409A shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the Participant’s separation from service, (2) the date of the Participant’s death, or (3) such earlier date as complies with the requirements of Section 409A.

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]



	OCEANEERING INTERNATIONAL, INC.

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

The Participant hereby accepts the foregoing 2017 Performance Unit Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above.



			PARTICIPANT:

Date:

			Participant’s Address:

SCHEDULE I TO 2017 PERFORMANCE
UNIT AGREEMENT

2017 Performance Award: Goals and Measures

I. Definitions

(i) “ Beginning Price ” means the average closing price of a share of Common Stock for the 30 consecutive trading day period prior to the first day of the Performance Period.

(ii) “ Comparison Companies ” means each Peer Group Company as of the last day of the Performance Period; provided, however , that such company has continuously been a publicly listed company on a national securities exchange or quotation service during the Performance Period.

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

(iv) “ Dividends ” means the sum of all ordinary and extraordinary dividends paid during the Performance Period with respect to the applicable share of Common Stock.

(v) “ Ending Price ” means the average closing price of a share of common stock for the 30 consecutive trading day period including and prior to the last day of the Performance Period.

(vi) “ Final Value ” means the final value per Performance Unit as calculated in accordance with this Schedule I as provided below.

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

(viii) “ Interest Income ” means the consolidated interest income of the Company and its Subsidiaries, as reflected in the audited consolidated financial statements of the Company and its Subsidiaries for the applicable calendar year.

(ix) “ Net Income (Loss) ” means net income (loss) of the Company and its Subsidiaries, as reflected in the audited consolidated financial statements of the Company and its Subsidiaries for the applicable calendar year.

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

(xi) “ Peer Group Companies ” means the following companies:Aker Solutions ASA; Atwood Oceanics, Inc.; Bristow Group Inc.; Diamond Offshore Drilling, Inc.; Dril-Quip, Inc.; Ensco plc; TechnipFMC plc; Forum Energy Technologies, Inc.; Frank’s International N.V.; Fugro N.V.; Helix Energy Solutions Group, Inc.; Helmerich & Payne, Inc.; McDermott International, Inc.; Noble

Corporation plc; Oil States International, Inc.; Rowan Companies plc; Subsea 7 S.A.; Superior Energy Services, Inc.; Transocean Ltd.; and Weatherford International plc.

(xii) “ Total Shareholder Return ” or “ TSR ” means a fraction, the numerator of which is the Ending Price plus Dividends minus the Beginning Price, and the denominator of which is the Beginning Price.

II. Calculation of Performance Unit Final Value

Cumulative EBITDA . The Cumulative EBITDA attainment level shall be determined as follows:

Threshold Level: $____

Target Level: $____

Maximum Level: $____

Cumulative EBITDA shall be weighted eighty percent (80%) in the calculation of the Final Value and shall contribute to the Final Value as follows:



	Cumulative EBITDA (80% of Final Value)
	Goal	Payout	Contribution Value
Threshold	$____	50%	$40
Target	$____	100%	$80
Maximum	$____	200%	$160

Relative TSR . The Total Shareholder Return of the Company and of the Comparison Companies shall be calculated and certified by the Committee. The percentile ranking of the Company’s Total Shareholder Return as compared to the Total Shareholder Return of each Comparison Company shall determine the Final Value for relative TSR as follows:

Threshold Level: 30 ^th Percentile

Target Level: 50 ^th Percentile

Maximum Level: 90 ^th Percentile

If, during the Performance Period, any Comparison Company declares bankruptcy or initiates (or becomes subject to) a similar proceeding as a debtor due to insolvency, then, for the purposes of ranking the Comparison Companies and the Company, such Comparison Company shall be ranked last. If, during the Performance Period, any Comparison Company is party to a merger, acquisition or disposition and such event, in the Committee’s determination, has significantly altered the Comparison Company, then the Committee may in its discretion remove the Comparison Company from the relative TSR calculation; provided, however, that no additional company shall be substituted. Regardless of the actual Final Value determined in accordance with this Schedule I , if the Company’s Total Shareholder Return during the Performance Period is negative, the relative TSR shall not exceed the target level.

Relative TSR shall be weighted twenty percent (20%) in the calculation of the Final Value and shall contribute to the Final Value as follows:



	Relative TSR (20% of Final Value)
	Goal	Payout	Contribution Value
Threshold	30 ^th percentile	50%	$10
Target	50 ^th percentile	100%	$20
Maximum	90 ^th percentile	200%	$40

Final Value . The aggregate value of Performance Units that shall vest as of the third anniversary of the Award Date shall be equal to the product of (i) the number of Performance Units, multiplied by (ii) the Final Value. The Final Value shall be equal to the sum of the contribution value attributed to the level achieved for each of Cumulative EBITDA and relative TSR. In no event shall the Final Value exceed $200 per Performance Unit. If the performance ranking is below threshold for both Cumulative EBITDA and relative TSR, the Final Value shall be zero. The Final Value shall be determined in accordance with the tables above for each of Cumulative EBITDA and relative TSR with interpolation between the specified levels.

EXHIBIT A TO 2017

PERFORMANCE UNIT AGREEMENT

Designation of Beneficiary

I, ____________________ (the “ Participant ”), hereby declare that upon my death, ____________________ (the “ Beneficiary ”) who resides at ____________________ (address) and who is my ____________________ (relationship), will be entitled to the 2017 Performance Award which may become payable under the Plan (if any) and all other rights accorded the Participant under the Participant’s 2017 Performance 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

Exhibit 10.2

No. W- Restricted Stock Units

2017 RESTRICTED STOCK UNIT AGREEMENT

This 2017 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 (this “ Award ”) of ____________________ units (the “Restricted Stock Units”) each representing the right to receive one share of Common Stock under the AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “ Plan ”), awarded to the Participant effective February 24, 2017 (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) General . All Restricted Stock Units shall vest in full on the third anniversary of the Award Date, provided the Participant is in Service on such anniversary.

(b) Retirement Age . If the Participant terminates Service prior to the third anniversary of the Award Date and as of such termination date the Participant has obtained Retirement Age, then the Restricted Stock Units shall vest pro rata in accordance with the following schedule:



Date of Termination Due to Retirement	Number of Vested Restricted Stock Units
On or after December 15, 2017, but prior to December 15, 2018	One-third
On or after December 15, 2018, but prior to December 15, 2019	Two-thirds
On or after December 15, 2019	All

For the avoidance of doubt, if the Participant, who is of Retirement Age, terminates Service prior to December 15, 2017, then this Award shall be forfeited in full as of such termination date.

(c) Change of Control with Termination . If a Change of Control occurs prior to the third anniversary of the Award Date and the Participant’s Service is terminated on or after the Change of Control (i) by the Company or any successor to the Company for any reason or (ii) by the Participant for Good Reason, then all of the Restricted Stock Units shall vest as of such termination date.

(d) Death or Disability . If the Participant’s Service is terminated prior to the third anniversary of the Award Date due to the Participant’s death or Disability, then all of the Restricted Stock Units shall vest as of such termination date.

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, all unvested Restricted Stock Units as of the Service termination date shall be forfeited as of the Participant’s Service termination date.

4. Registration of Restricted Stock 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. Settlement and Delivery of Shares . Settlement of all Restricted Stock Units will be made by payment in shares of Common Stock, which shall be delivered to the Participant as soon as administratively practicable following the applicable vesting date determined pursuant to Paragraph 2. 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.

6. No Shareholder Rights; No Dividend Equivalents . 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 this Award has been settled by the transfer of shares of Common Stock to the Participant. The Company will not pay dividend equivalents on any outstanding Restricted Stock Units.

7. Definitions . For purposes of this Agreement:

(b) “ Good Reason ” means the Participant terminates his or her employment with the Company and its Subsidiaries within 30 days after:

(i) age 65 or more; or

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

provided that the Participant has continuously remained in Service from the Award Date until the earlier to occur of (i) or (ii).

(d) “ Service ” means employment with the Company or any of its Subsidiaries or service as a member of the Board of Directors of the Company.

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 or her lifetime only to the Participant, or in the case of the Participant being mentally incapacitated, this Award shall be payable to his or her guardian or legal representative.

The Participant may designate a beneficiary or beneficiaries (the “ Beneficiary ”) to whom this 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 or her 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, this 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, this 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 number of shares from the Common Stock that would otherwise have been delivered to the Participant (with respect to the settlement of this Award) necessary to satisfy the Participant’s Required Withholding, and deliver the remaining shares of Common Stock (or cash in lieu of fractional shares) 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. 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.

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

13. Code Section 409A Compliance . The Restricted Stock Units granted under this Agreement are intended to comply with or be exempt from Section 409A of the Code and related regulations and Treasury pronouncements (“ Section 409A ”), and ambiguous provisions of this Agreement, if any, shall be construed and interpreted in a manner consistent with such intent. If any provision of this Agreement would result in the imposition of an additional tax under Section 409A, that provision will be reformed to avoid imposition of the additional tax. If the Participant is a Specified Employee on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A‑1(h), any Restricted Stock Units settled on account of a separation from service that is deferred compensation subject to Section 409A shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the Participant’s separation from service, (2) the date of the Participant’s death, or (3) such earlier date as complies with the requirements of Section 409A.

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:	By:
		David K. Lawrence
		Senior Vice President, General Counsel
		and Secretary

The Participant hereby accepts the foregoing 2017 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:

EXHIBIT A TO 2017

RESTRICTED STOCK UNIT AGREEMENT

Designation of Beneficiary

I, ____________________ (the “ Participant ”), hereby declare that upon my death, ____________________ (the “ Beneficiary ”) who resides at ____________________ (address) and 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 2017 Restricted Stock Unit Agreement (capitalized terms used but not defined herein have the respective meanings assigned to them in such agreement).

_________________________________

Participant

_________________________________

Date

Exhibit 10.3

No. W- Shares

2017 NONEMPLOYEE DIRECTOR

RESTRICTED STOCK AGREEMENT

This 2017 NONEMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (this “ Agreement ”) is between OCEANEERING INTERNATIONAL, INC. (the “ Company ”) and ____________________ (the “ Participant ”), a nonemployee Director, regarding an award (this “ Award ”) of ____________________ shares of Common Stock (as defined in the AMENDED AND RESTATED2010 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 24, 2017 (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 shall vest in full (and all restrictions thereon shall lapse) on the first anniversary of the Award Date, provided the Participant is continuously providing service as Director through such date.

(b) All shares of Restricted Stock (and any substitute security and cash component distributed in connection with a Change of Control) 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.

3. Forfeiture of Award . If the Participant’s service as a Director 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), 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 this Award 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.

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 this 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, this 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, this Award shall pass by will or, if none, then by the laws of descent and distribution.

11. 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.

12. 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.

13. 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.

14. 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.



	OCEANEERING INTERNATIONAL, INC.

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

The Participant hereby accepts the foregoing 2017 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:

EXHIBIT A TO 2017

NONEMPLOYEE DIRECTOR

RESTRICTED STOCK AGREEMENT

Designation of Beneficiary

I, ____________________ (the “ Participant ”), hereby declare that upon my death, ____________________ (the “ Beneficiary ”) who resides at ____________________ (address) and 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 2017 Nonemployee Director Restricted Stock Agreement (capitalized terms used but not defined herein have the respective meanings assigned to them in such agreement).

_________________________________

Participant

_________________________________

Date

Exhibit 10.4

No. W- 6,000 Shares

2017 NONEMPLOYEE DIRECTOR

RESTRICTED STOCK AGREEMENT

This 2017 NONEMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (this “ Agreement ”) is between OCEANEERING INTERNATIONAL, INC. (the “ Company ”) and D. MICHAEL HUGHES (the “ Participant ”), a nonemployee Director, regarding an award (this “ Award ”) of 6,000 shares of Common Stock (as defined in the AMENDED AND RESTATED2010 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 24, 2017 (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 .

(i) the Participant’s death; or

(ii) the Participant’s retirement from his position as a Director of the Company, provided that such retirement is not before the date of the election of Class I members of the Board at the 2017 annual meeting of shareholders of the Company; or

(iii) a Change of Control.

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.

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, this 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, this Award shall pass by will or, if none, then by the laws of descent and distribution.

11. 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. 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.

[Signature Page Follows]



		OCEANEERING INTERNATIONAL, INC.

Award Date:	February 24, 2017	By:
			David K. Lawrence
			Senior Vice President, General Counsel
			and Secretary




			PARTICIPANT:

Date:
			Participant’s Address:

EXHIBIT A TO 2017

NONEMPLOYEE DIRECTOR

RESTRICTED STOCK AGREEMENT

Designation of Beneficiary

I, D. Michael Hughes (the “ Participant ”), hereby declare that upon my death, ____________________ (the “ Beneficiary ”) who resides at ____________________ (address) and 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 2017 Nonemployee Director Restricted Stock Agreement (capitalized terms used but not defined herein have the respective meanings assigned to them in such agreement).

_________________________________

Participant

_________________________________

Date

Exhibit 10.5

OCEANEERING INTERNATIONAL, INC.

2017 ANNUAL CASH BONUS AWARD PROGRAM SUMMARY

The Compensation Committee (the “Committee”) of the Board of Directors of Oceaneering International, Inc. (“Oceaneering”) approved the 2017 Annual Cash Bonus Award Program (the “Program”) for executive officers of Oceaneering, and for other participating employees of Oceaneering or its subsidiaries (collectively, the “Company”) 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 Oceaneering executive officer and other Corporate senior management participants:


(i)	Company consolidated earnings before interest, taxes, depreciation and amortization for the year ending December 31, 2017 (“Company EBITDA”) (100% of award), subject to attaining:


(ii)	Quality and HSE goals for the Company (which, if not fully satisfied, will reduce the award by up to 10%);


(b)	with respect to other Corporate and Shared Services participants:


(i)	Company EBITDA (75% of award);


(ii)	HSE goals for the Company (5% of award);


(iii)	Quality goals for the functional unit (5% of award); and


(iv)	individual goals (15% of award); and


(c)	with respect to Operations Group participants (other than participants in group (a) or (b) above):


(i)	Company EBITDA (75% of award);


(ii)	Quality and HSE goals for the relevant Operations Group (10% of award); and


(iii)	individual goals (15% of award).

For each participant under the Program, the cash bonus achievable is a percentage, approved by the Committee, of the participant’s 2017 annual base salary.

The foregoing notwithstanding, the Committee has discretion to approve payment of a lower amount under the Program than the amount otherwise determined under the terms of the Program. Further, the Committee has delegated to the Chief Executive Officer authority, with respect to Program participants other than Oceaneering officers, to make additions and other changes to Program participation for the 2017 year, including but not limited to the discretion to approve payment to any participant, other than an Oceaneering officer, of a lower amount under the Program than the amount otherwise determined under the terms of the Program.

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

Exhibit 10.6

[Company Letterhead]

Mr. W. Cardon Gerner

Oceaneering International, Inc.

Senior Vice President and Chief Accounting Officer

11911 FM 529

Houston, Texas 77041 February 24, 2017

Re: Retention Agreement

Dear Cardon:

You have indicated a desire to retire from your employment with Oceaneering International, Inc. (the “ Company ”) on or about December 31, 2018 and the Company wishes to encourage you to remain in the employ of the Company at least until such date. Accordingly, the Company hereby agrees, as of the date set forth above (the “ Effective Date ”), to provide you a quarterly retention payment of $37,500 (your “ Quarterly Retention Payment ”) during the period beginning from the date hereof and ending on December 31, 2018 (the “ Retention Period ”), in lieu of consideration for participation in the Company’s long-term incentive programs during the Retention Period, subject to the additional terms and conditions more fully set forth below in this letter agreement (this “ Agreement ”).


1.	Retention Payments


(a)	Generally . For each calendar quarter that you remain employed with the Company during the Retention Period, you will be paid a lump-sum cash payment equal to your Quarterly Retention Payment on the first payroll date to occur following the last day of each such calendar quarter.

(b)

Termination without Cause or Due to Death or Disability . If during the Retention Period, your employment is terminated (i) by the Company without Cause or (ii) due to your death or Disability, then a lump-sum payment equal to the aggregate of the remaining Quarterly Retention Payments that would have been paid to you over the remainder of the Retention Period, absent such termination, shall be paid to you within 30 days following such termination date. For purposes of this Agreement, (x) “ Cause ” means your conviction by a court of competent jurisdiction, from which conviction no further appeal can be taken, of a felony-grade crime involving moral turpitude related to your employment with the Company, or the Company’s Chief Executive Officer determines that your conduct has materially failed to comply with the Company’s Code of Business Conduct and Ethics and related policies or had a material adverse effect on the business reputation or economic interests of the Company; and (y) “ Disability ” means you are 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, with such inability and its anticipated duration to be determined solely by a medical physician of your choice to be approved by the Company, which approval shall not be unreasonably withheld.


(c)	Voluntary Termination or Termination with Cause . If, prior to the end of the Retention Period, your employment is terminated (i) by the Company with Cause or (ii) by you for any reason other than due to your death or Disability, then you acknowledge and agree that you will repay the Company a lump-sum in an amount as follows (as applicable, the “ Repayment Amount ”):



Termination Date	Payment
Prior to January 1, 2018	100% of the gross amount of the Quarterly Retention Payments that you have received as of such termination date.
On or following January 1, 2018	50% of the gross amount of the Quarterly Retention Payments that you have received as of such termination date, if you voluntarily terminate your employment; or 100% of the gross amount of the Quarterly Retention Payments that you have received as of such termination date, if your termination is by the Company with Cause.

In the event you become obligated to make any such repayment, you will deliver to the Company cash or check for the full Repayment Amount within 20 days following your termination date.


2.	Withholding of Taxes . The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as may be required pursuant to any applicable law or governmental regulation or ruling.

No Right to Continued Employment . Nothing in this Agreement shall give you any rights to (or impose any obligations for) continued employment by the Company or any affiliate or subsidiary thereof or successor thereto, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by you. You understand and agree that the relationship between you and the Company is one of at-will employment. This means that you may terminate your employment with the Company at any time and for any reason whatsoever. Likewise, the Company may terminate your employment at any time and for any reason whatsoever, with or without Cause or advance notice.

No Assignment; Successors . Your right to receive payments or benefits hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Section 4 the Company shall have no liability to pay any amount so attempted to be assigned or transferred. This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, including, without limitation, any company into or with which the Company may merge or consolidate by operation of law or otherwise.

Entire Agreement; Captions . This Agreement represents the entire agreement between you and the Company with respect to the subject matter hereof, and supersedes and is in full substitution for any and all prior agreements or understandings, whether oral or written, relating to the subject matter of this Agreement. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

Modification of Agreement . Any modification of this Agreement shall be binding only if evidenced in writing and signed by you and an authorized representative of the Company. Failure on the part of the Company or you at any time to insist on strict compliance by the other party with any provisions of this Agreement shall not constitute a waiver of the obligations of either party hereto in respect thereof, or of either such party’s right hereunder to require strict compliance therewith in the future. No waiver of any breach of this Agreement shall be deemed to constitute a waiver of any other or subsequent breach.


7.	Dispute Resolution


(a)	This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of Texas without regard to any conflict of law principles that would result in the application of the laws of any other jurisdiction.

(b)

It is irrevocably agreed that if any dispute arises with respect to any action, suit or other legal proceeding pertaining to this Agreement or to the interpretation of or enforcement of any of your rights under this Agreement: (i) the Company and you agree that exclusive jurisdiction for any such suit, action or legal proceeding shall be in the state district courts of Texas sitting in Harris County, Texas; (ii) the Company and you are each at the time present in Texas for the purpose of conferring personal jurisdiction; (iii) the Company and you each consent to the jurisdiction of each such court in any such suit, action or legal proceeding and will comply with all requirements necessary to give such court jurisdiction; (iv) the Company and you each waive any objection it or you may have to the laying of venue of any such suit, action or legal proceeding in any of such court; (v) the Company and you each waive any objection or right to removal that may otherwise arise in any such suit, action or legal proceeding; (vi) any such suit, action or legal proceeding may be brought in such court, and any objection that the Company or you may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court is waived; and (vii) prior to any trial on the merits, the Company and you will submit to court-supervised, non-binding mediation.

Competency . You acknowledge that you: (a) fully comprehend and understand all the terms of this Agreement and their legal effects; and (b) expressly represent and warrant that (i) you are competent to execute this Agreement knowingly and voluntarily and without reliance on any statement or representation of the Company or any of its officers, employees, agents or other representatives; and (ii) you have had the opportunity to consult with an attorney of your choice regarding this Agreement.


9.	Clawback . The Quarterly Retention Payments shall be subject to recovery or clawback by the Company pursuant to any applicable law, regulation or stock exchange listing requirement, and under any clawback policy adopted by the Company, whether before or after the Effective Date.

10.

Section 409A . The Quarterly Retention Payments granted under this Agreement are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and ambiguous provisions of this Agreement, if any, shall be construed and interpreted in a manner consistent with such intent. If any provision of this Agreement would result in the imposition of an additional tax under Section 409A, that provision will be reformed to avoid imposition of the additional tax.

11.

Severability . If a court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, then the illegality, invalidity or unenforceability of that provision shall not impair or otherwise affect the legality, validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect, to the maximum extent permitted by applicable law, and there shall be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

12.

Construction . In this Agreement, unless the context clearly indicates otherwise: (i) words used in the singular include the plural and words used in the plural include the singular; (ii) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (iii) the words “this Agreement,” “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement; and (iv) reference to any applicable law refers to such law and all rules and regulations promulgated thereunder. This Agreement shall be deemed to express the mutual intent of the parties and no rule of strict construction shall be applied against either party hereto.


13.	Execution in Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

If this Agreement correctly sets forth our understanding with respect to the subject matter hereof, please sign and return one copy of this Agreement to the Company.

Sincerely,

M. Kevin McEvoy

Chief Executive Officer

Agreed to this ____day of _________________, 2017

W. Cardon Gerner