FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 1-10945
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-2628227
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16001 Park Ten Place, Suite 600
Houston, Texas 77084
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 578-8868
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X , No .
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at October 25, 1996
Common Stock, $.25 Par Value 23,825,359 shares
PART I - FINANCIAL INFORMATION<PAGE>
Item 1. Financial Statements.
OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
Sept. 30, March 31,
1996 1996
(unaudited) (audited)
ASSETS
Current Assets:
Cash and cash equivalents $ 27,610 $ 9,351
Accounts receivable (net of allowance
for doubtful accounts of $989 at
September 30 and $1,201 at March 31) 85,585 96,391
Prepaid expenses and other 6,877 4,733
-----------------------
Total Current Assets 120,072 110,475
-----------------------
Property and Equipment, at cost:
Marine services equipment 200,719 187,337
Mobile offshore production equipment 95,245 56,607
Buildings, improvements and other 30,828 29,438
-----------------------
326,792 273,382
Less: Accumulated Depreciation 153,983 145,105
-----------------------
Net Property and Equipment 172,809 128,277
-----------------------
Goodwill (net of amortization
of $3,007 and $2,515) 11,897 12,082
Investments and Other Assets 6,143 5,262
-----------------------
TOTAL ASSETS $310,921 $256,096
=======================
LIABILITIES and SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 29,293 $ 25,607
Accrued liabilities 41,441 35,823
Income taxes payable 7,305 6,618
-----------------------
Total Current Liabilities 78,039 68,048
-----------------------
Long-Term Debt 81,000 48,000
-----------------------
Other Long-Term Liabilities 11,892 12,950
-----------------------
Shareholders' Equity 139,990 127,098
-----------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $310,921 $256,096
=======================
See Notes to Consolidated Financial Statements.<PAGE>
OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
For the Three Months Ended
September 30,
1996 1995
(in thousands, except per
share amounts)
Revenues $ 96,764 $ 77,088
Cost of services 79,940 61,124
Selling, general and administrative expenses 8,316 8,652
-----------------------
Income from operations 8,508 7,312
Interest income 146 514
Interest expense, net (568) (535)
Other income (expense), net 193 (40)
-----------------------
Income before income taxes 8,279 7,251
Provision for income taxes (3,199) (2,678)
-----------------------
Net income $ 5,080 $ 4,573
=======================
Earnings per common share equivalent $0.21 $0.20
Weighted average number of common share
equivalents outstanding 23,863 23,224
See Notes to Consolidated Financial Statements.
OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
For the Six Months Ended
September 30,
1996 1995
(in thousands, except per
share amounts)
Revenues $177,299 $148,629
Cost of services 145,625 119,356
Selling, general and administrative expenses 17,224 16,961
-----------------------
Income from operations 14,450 12,312
Interest income 649 652
Interest expense, net (998) (932)
Other income (expense), net 273 23
-----------------------
Income before income taxes 14,374 12,055
Provision for income taxes (5,547) (4,695)
-----------------------<PAGE>
Net income $ 8,827 $ 7,360
=======================
Earnings per common share equivalent $0.37 $0.32
Weighted average number of common share
equivalents outstanding 23,727 23,191
See Notes to Consolidated Financial Statements.
OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the Six Months Ended
September 30,
1996 1995
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $8,827 $ 7,360
Adjustments to reconcile net income to net
cash provided by/(used in)operating activities:
Depreciation and amortization 11,460 10,039
Currency translation adjustments and other 1,574 695
(Increase)/decrease in accounts receivable 10,806 (27,324)
Increase in prepaid expenses and
other current assets (2,139) (3,089)
Increase in other assets (882) (270)
Increase in current liabilities 10,136 124
Increase/(decrease) in other long-term
liabilities (1,058) 736
----------------------
Total adjustments to net income 29,897 (19,089)
----------------------
NET CASH PROVIDED BY/(USED BY)
OPERATING ACTIVITIES 38,724 (11,729)
----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment and
other assets (55,960) (13,242)
----------------------
NET CASH USED IN INVESTING ACTIVITIES (55,960) (13,242)
----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings,
net of payments 33,000 23,528
Proceeds from issuance of common stock 2,495 1,099
----------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 35,495 24,627
----------------------
NET INCREASE/(DECREASE) IN CASH 18,259 (344)<PAGE>
----------------------
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 9,351 12,865
----------------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $27,610 $12,521
======================
See Notes to Consolidated Financial Statements.
OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation and Significant Accounting Policies
These Consolidated Financial Statements are unaudited and have been
prepared pursuant to instructions for the Quarterly Report on Form
10-Q required to be filed with the Securities and Exchange
Commission and do not include all information and footnotes
normally included in financial statements prepared in accordance
with generally accepted accounting principles. Management has
reflected all adjustments which it believes are necessary to
present fairly the Company's financial position at September 30,
1996 and its results of operations and cash flows for the periods
presented. All such adjustments are of a normal recurring nature.
The financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the
Registrant's Annual Report on Form 10-K for its fiscal year ended
March 31, 1996. The results for interim periods are not
necessarily indicative of annual results.
2. Cash and Cash Equivalents
Cash and cash equivalents include demand deposits and highly
liquid interest-bearing investment grade securities. Approximately
$1.4 million of the Company's cash as of September 30 and March 31,
1996 was restricted and is posted as security in interest-bearing
accounts related to litigation involving the Company's United
Kingdom subsidiary. The Company believes it has adequate defenses
to the claims and that the outcome will not have a material adverse
effect on the financial position or results of operations of the
Company.
3. Shareholders' Equity
Shareholders' Equity consisted of the following:
September 30, March 31,
1996 1996
(unaudited) (audited)
(in thousands, except
share data)<PAGE>
Shareholders' Equity:
Common Stock, par value $0.25;
90,000,000 shares authorized;
24,017,046 shares issued $ 6,004 $ 6,004
Additional paid-in capital 80,162 81,921
Treasury stock, 208,737 and 793,170
shares, at cost (1,871) (6,976)
Retained earnings 65,383 56,556
Cumulative translation adjustments (9,688) (10,407)
-----------------------
Total Shareholders' Equity $139,990 $127,098
=======================
4. Income Taxes
Cash taxes paid were $5.3 million and $4.2 million for the six
months ended September 30, 1996 and 1995, respectively.
5. Accounting for impairment of long-lived assets
In March 1995, Statement of Financial Accounting Standards Board
standard number ("SFAS") 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," was
issued. SFAS 121, effective for fiscal years beginning after
December 15, 1995, requires that certain long-lived assets be
reviewed for impairment whenever events indicate that the carrying
amount of an asset may not be recoverable and that an impairment
loss be recognized under certain circumstances in the amount by
which the carrying value exceeds the fair value of the asset. The
Company adopted SFAS 121 on April 1, 1996, as required. There has
been no material effect on the Company's results of operations or
financial position as a result of the adoption of SFAS 121.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
All statements in this Form 10-Q, other than statements of historical
facts, including, without limitation, statements regarding the
Company's business strategy, plans for future operations, and industry
conditions, are forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of
1995. The Company utilizes a variety of internal and external data
and management judgment in order to develop such forward-looking
information. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, because
of the inherent limitations in the forecasting process, as well as the
relatively volatile nature of the primary industry in which the
Company operates, it can give no assurance that such expectations will
prove to have been correct. Accordingly, evaluation of future
prospects of the Company must be made with caution when relying on
forward-looking information.
Material Changes in Financial Condition
The Company considers its liquidity and capital resources adequate to<PAGE>
support continuing operations and capital commitments. At September
30, 1996, the Company had working capital of $42 million, including
$26 million of unrestricted cash. Additionally, the Company had $39
million available for borrowings under a $120 million credit facility
and $13 million was unused under its $20 million uncommitted line of
credit. None of the $81 million of long-term bank debt is required to
be repaid prior to fiscal 1999.
In November 1995, the Company announced that it had been awarded a
contract by a major oil company to provide a Floating Production,
Storage and Offloading system ("FPSO"). The contract is a dayrate
lease arrangement with an initial term of three years which commenced
in August 1996. The Company purchased and converted an existing
268,000 dwt crude oil tanker into the FPSO ZAFIRO PRODUCER at a
capital cost of approximately $70 million. To facilitate the funding
of the capital expenditures required for this project, the Company
expanded its committed credit facility from $75 million to $120
million during the first quarter of fiscal 1997.
The contract also provides the customer with the options to either
extend the contract at reduced rates or purchase the vessel and
terminate the lease at any time during the initial three-year period.
Exercise of the purchase option would increase the Company's expected
earnings for that year and substantially increase the Company's
liquidity.
Total debt increased from $48 million as of the end of fiscal 1996 to
$81 million as of September 30, 1996 primarily as a result of
continued expenditures on the FPSO ZAFIRO PRODUCER conversion project.
FPSO construction was completed during the second quarter and no
further increase in debt is expected as a result of this project. As
a percentage of total capitalization, long-term debt increased from
27% at March 31, 1996 to 37% at September 30, 1996.
Capital expenditures were $56 million during the first six months of
fiscal 1997, as compared to $13 million during the corresponding
period of the prior fiscal year. Fiscal 1997 expenditures included
construction costs of $38 million for the FPSO and additions to the
Company's fleet of remotely operated vehicles ("ROV"). Fiscal 1996
expenditures consisted of costs to complete the upgrade of two
offshore support vessels and upgrades to the Company's ROV fleet.
There were no material commitments for capital expenditures at
September 30, 1996.
Results of Operations
Consolidated revenue and margin information is as follows:
Three Months Ended Six Months Ended
September 30, September 30,
1996 1995 1996 1995
(in thousands)
Revenues $ 96,764 $ 77,088 $177,299 $148,629
Gross Margin 16,824 15,964 31,674 29,273
Gross margin % 17% 21% 18% 20%
Operating Margin % 9% 9% 8% 8%<PAGE>
The quarters ending June 30 and September 30 have generally been the
Company's peak in both revenues and net income for its Oilfield Marine
business. Revenues and net income in the Offshore Field Development
and Advanced Technologies businesses are generally not seasonal.
Oilfield Marine Services
Revenue and gross margin information is as follows:
Three Months Ended Six Months Ended
September 30, September 30,
1996 1995 1996 1995
(in thousands)
Revenues $ 43,560 $ 36,464 $ 85,199 $68,045
Gross Margin 8,605 7,986 15,949 13,544
Gross margin % 20% 22% 19% 20%
Revenues and gross margins for the three-month and six-month periods
ended September 30, 1996 increased over the corresponding periods of
the prior year as a result of higher activity in ROV and diving and
related vessel service lines. Gross margin percentage declined over
the corresponding periods of the prior year. Gross margin for the
three-month and six-month periods ended September 30, 1996 included a
gain of $1.1 million arising from the settlement of a dispute relating
to a contract executed in West Africa in fiscal 1992 which increased
gross margin percentage by 3% and 2% respectively.
Offshore Field Development
Revenue and gross margin information is as follows:
Three Months Ended Six Months Ended
September 30, September 30,
1996 1995 1996 1995
(in thousands)
Revenues $ 22,970 $ 20,889 $ 39,534 $44,510
Gross Margin 4,610 4,511 7,956 9,318
Gross margin % 20% 22% 20% 21%
Revenues and gross margins for offshore field development were higher
in the three-month period ended September 30, 1996 compared to the
corresponding period of the prior year as a result of increases in the
Company's mobile offshore production systems business and subsea
product sales. Revenues and gross margins include results from the
Company's second FPSO, the ZAFIRO PRODUCER, which commenced operations
in late August 1996 and the OCEAN PRODUCER which continued to work
offshore West Africa under a contract which expires in January 2000.
Revenues and gross margins for offshore production systems were lower
in the six-month period ended September 30, 1996 compared to the
corresponding period of the prior year. Results for the prior year
included a project to convert a rig to a production system; the
Company did not have a similar project underway during the second<PAGE>
quarter of fiscal 1997.
Advanced Technologies
Revenue and gross margin information is as follows:
Three Months Ended Six Months Ended
September 30, September 30,
1996 1995 1996 1995
(in thousands)
Revenues $ 30,234 $ 19,735 $ 52,566 $36,074
Gross Margin 3,609 3,467 7,769 6,411
Gross margin % 12% 18% 15% 18%
Revenues for the three-month and six-month periods ended September 30,
1996 increased over the corresponding periods of the prior year as a
result of higher activity in all business areas. Gross margin
increases in search and recovery and in space-related activities were
offset by losses in a fixed price deep water cable burial contract
offshore Australia which required more time to complete than had been
originally planned. In addition, higher revenues on certain
government work, which include reimbursable costs at low margins,
contributed to a lower gross margin percentage compared to the prior
year.
Other
Interest expense for the three-month and six-month periods ended
September 30, 1996 was net of capitalized interest relating to the
FPSO conversion project of $500,000 and $1,100,000, respectively.
Interest income for the three-month period ended September 30, 1996
decreased compared to that of the prior year primarily as a result of
interest earned by financing the conversion costs of a MOPS unit for
an oilfield customer during the prior year. The total amount of
principal and interest outstanding under this financing arrangement
was paid in full by the customer in June 1996.
The provision for income taxes was provided at an estimated annual
effective rate using assumptions as to earnings and other factors
which would affect the tax calculation for the remainder of the fiscal
year.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Company held its Annual Meeting of Shareholders on August
23, 1996.
(c) The following matters were voted upon at the Annual Meeting:
Election of Directors.<PAGE>
Nominee Shares For Shares Withheld
D. Michael Hughes 19,759,419 1,360,746
Adoption of the 1996 Incentive Plan.
Shares For Shares Against Shares Abstained
16,407,199 4,667,467 45,499
Ratification of the appointment of Arthur Andersen LLP as independent
auditors of the Company.
Shares For Shares Against Shares Abstained
21,075,592 36,556 8,016
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
10-01 Amendment No. 1 to the Oceaneering Retirement Investment
Plan.
10-02 1996 Incentive Plan of Oceaneering International, Inc.
10-03 1996 Restricted Stock Award Incentive Agreements between
Registrant and Executive Officers dated August 23, 1996.
27 Financial Data Schedule
(b) The Company did not file any reports on Form 8-K during the
quarter for which this report is filed.
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 thereunto duly authorized.
OCEANEERING INTERNATIONAL, INC.
(Registrant)
Date: November 05, 1996 By: //s// JOHN R. HUFF
John R. Huff, President and
Chief Executive Officer<PAGE>
Date: November 05, 1996 By: //s// MARVIN J. MIGURA
Marvin J. Migura, Senior Vice
President and Chief Financial Officer
Date: November 05, 1996 By: //s// RICHARD V. CHIDLOW
Richard V. Chidlow, Controller
and Chief Accounting Officer<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements filed as part of the Company's 10-Q and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> SEP-30-1996
<CASH> 27,610
<SECURITIES> 0
<RECEIVABLES> 86,574
<ALLOWANCES> 989
<INVENTORY> 0
<CURRENT-ASSETS> 120,072
<PP&E> 326,792
<DEPRECIATION> 153,983
<TOTAL-ASSETS> 310,921
<CURRENT-LIABILITIES> 78,039
<BONDS> 81,000
0
0
<COMMON> 6,004
<OTHER-SE> 133,986
<TOTAL-LIABILITY-AND-EQUITY> 310,921
<SALES> 177,299
<TOTAL-REVENUES> 177,299
<CGS> 145,625
<TOTAL-COSTS> 145,625
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 998
<INCOME-PRETAX> 14,374
<INCOME-TAX> 5,547
<INCOME-CONTINUING> 8,827
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,827
<EPS-PRIMARY> .37
<EPS-DILUTED> .37
</TABLE>
EXHIBIT 10-01
OCEANEERING RETIREMENT INVESTMENT PLAN
(As Amended and Restated Effective July 1, 1995)
First Amendment
Oceaneering International, Inc., a Delaware corporation
(the "Company"), having established the Oceaneering Retirement
Investment Plan, as amended and restated effective July 1, 1995,
(the "Plan"), and having reserved the right under Section 11.5
thereof to amend the Plan, does hereby amend the Plan effective
as of the dates set forth herein as follows:
1. Section 4.8 of the Plan is amended effective
the later of (i) August 1, 1996 or (ii) such date as
the Committee is able to communicate such amendment to
Plan Participants by revising the penultimate paragraph
thereto in its entirety to read as follows:
"From July 1, 1995 through July 31, 1996
(or such later date as the Committee is able
to communicate such change to Participants),
the Employer Contributions (excluding
Deferred Contributions) made with respect to
Deferred Contributions that are invested in
Common Stock and all Income of the Trust Fund
allocable to such Employer Contributions
shall initially be invested by the Company in
Common Stock. From July 1, 1995 through July
31, 1996 (or such later date as the Committee
is able to communicate such change to
Participants), the Employer Contributions
(excluding Deferred Contributions) made with
respect to Deferred Contributions that are
invested in any Investment Fund other than
Common Stock of the Employer, and all Income
of the Trust Fund allocable to such Employer
Contributions shall be initially invested by
the Company in such percentages and in such
Investment Funds which correspond to the
Participant's election of Investment Funds
with respect to the investment of the
Participant's Deferred Contributions. From
and after August 1, 1996, all Employer
Contributions (excluding Deferred
Contributions) shall initially be invested by
the Company in Common Stock."
2. The third sentence of Section 10.3 of the
Plan is amended in its entirety effective as of July 1,
1995 to read as follows:
"Such portion may be established by the
Trustee as directed by the Company to be set
apart in cash or in kind out of the
properties of the Trust Fund."
3. Schedule B of the Plan is amended effective
July 1, 1995 in its entirety to read as follows:
"SCHEDULE B
Effective July 1, 1995, the following Investment
Funds are available under the Plan:
(a) Fixed Income Account - this fund shall be
invested in longer-term fixed-income securities, such
as corporate bonds and commercial mortgages or in a
fixed investment contract or contracts issued by
insurance companies.
(b) Fidelity Puritan Fund - this fund shall be
invested in a broadly diversified portfolio securities,
including stocks, bonds and short-term instruments.
(c) Fidelity Growth Opportunities Fund - this
fund shall be invested primarily in common stocks and
securities convertible into common stocks.
(d) Fidelity Magellan Fund - this fund shall be
invested primarily in equity securities of United
States, multi-national and foreign countries.
(e) Warburg Pincus Emerging Growth Fund - this
fund shall be invested in equity securities of
domestic, emerging growth companies. Ordinarily, this
fund shall invest 65% of its total assets in common
stock or warrants, with the remainder invested in debt
securities, preferred stock and money market
instruments.
(f) Warburg Pincus International Equity Fund -
this fund shall be invested in equity securities of
companies that have their principal business activities
and interests outside the United States.
(g) Oceaneering International Inc. Company Stock
Fund - this fund shall be solely invested in Common
Stock of the Company."
IN WITNESS WHEREOF, Oceaneering International, Inc. has
caused these presents to be executed by its duly authorized
officers in a number of copies, all of which shall constitute one
and the same instrument, which may be sufficiently evidenced by
any executed copy hereof, this 1st day of August, 1996, but
effective as of the dates specified herein.
OCEANEERING INTERNATIONAL, INC.
By: //s// GEORGE R. HAUBENREICH, JR.
ATTEST:
By: //s// SHEILA F. JAYNES
Assistant Secretary
[CORPORATE SEAL OF OCEANEERING INTERNATIONAL, INC.]
EXHIBIT 10-02
1996 INCENTIVE PLAN
OF
OCEANEERING INTERNATIONAL, INC.
1. PLAN. This 1996 Incentive Plan of Oceaneering
International, Inc. (the "Plan") was adopted by the Board of
Directors of Oceaneering International, Inc. to reward certain
corporate officers and key employees of Oceaneering
International, Inc. and other persons having an important
business relationship or affiliation with the Company by enabling
them to acquire shares of Common Stock, par value $.25 per share,
of Oceaneering International, Inc.
2. OBJECTIVES. This Plan is designed to attract and retain
key employees of the Company and its Subsidiaries (as hereinafter
defined), to encourage the sense of proprietorship of such
employees, to attract other persons to have an important business
relationship or affiliation with the Company, and to stimulate
the active interest of such persons in the development and
financial success of the Company and its Subsidiaries. These
objectives are to be accomplished by making Awards (as
hereinafter defined) under this Plan and thereby providing
Participants (as hereinafter defined) with a proprietary interest
in the growth and performance of the Company and its
Subsidiaries.
3. DEFINITIONS. As used herein, the terms set forth below
shall have the following respective meanings:
"Authorized Officer" means the Chairman of the Board or the
Chief Executive Officer of the Company (or any other senior
officer of the Company to whom either of them shall delegate the
authority to execute any Award Agreement).
"Award" means the grant of any Option, SAR, Stock Award,
Cash Award or Performance Award, whether granted singly, in
combination or in tandem, to a Participant pursuant to such
applicable terms, conditions and limitations as the Committee may
establish in order to fulfill the objectives of the Plan.
"Award Agreement" means a written agreement between the
Company and a Participant setting forth the terms, conditions and
limitations applicable to an Award.
"Board" means the Board of Directors of the Company.
"Cash Award" means an award denominated in cash.
"Code" means the Internal Revenue Code of 1986, as amended
from time to time.
"Committee" means the Compensation and Benefits Committee of
the Board or such other committee of the Board as is designated
by the Board to administer the Plan.
"Common Stock" means the Common Stock, par value $.25 per
share, of the Company.
"Company" means Oceaneering International, Inc., a Delaware
corporation.
"Dividend Equivalents" means, with respect to shares of
Restricted Stock that are to be issued at the end of the
Restriction Period, an amount equal to all dividends and other
distributions (or the economic equivalent thereof) that are
payable to stockholders of record during the Restriction Period
on a like number of shares of Common Stock.
"Effective Date" has the meaning set forth in paragraph 18
hereof.
"Employee" means an employee of the Company or any of its
Subsidiaries.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
"Fair Market Value" of a share of Common Stock means, as of
a particular date, (i) if shares of Common Stock are listed on a
national securities exchange, the mean between the highest and
lowest sales price per share of Common Stock on the consolidated
transaction reporting system for the principal national
securities exchange on which shares of Common Stock are listed on
that date, or, if there shall have been no such sale so reported
on that date, on the last preceding date on which such a sale was
so reported, (ii) if shares of Common Stock are not so listed but
are quoted on the Nasdaq National Market, the mean between the
highest and lowest sales price per share of Common Stock reported
by the Nasdaq National Market on that date, or, if there shall
have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported, (iii) if the
Common Stock is not so listed or quoted, the mean between the
closing bid and asked price on that date, or, if there are no
quotations available for such date, on the last preceding date on
which such quotations shall be available, as reported by the
Nasdaq National Market, or, if not reported by the Nasdaq
National Market, by the National Quotation Bureau Incorporated or
(iv) if shares of Common Stock are not publicly traded, the most
recent value determined by an independent appraiser appointed by
the Company for such purpose.
"Incentive Option" means an Option that is intended to
comply with the requirements set forth in Section 422 of the
Code.
"Independent Contractor" means a person (other than a
Director) determined by the Committee as having an important
business relationship or affiliation with the Company.
"Nonqualified Stock Option" means an Option that is not an
Incentive Option.
"Option" means a right to purchase a specified number of
shares of Common Stock at a specified price.
"Participant" means an Employee or Independent Contractor to
whom an Award has been made under this Plan.
"Performance Award" means an award made pursuant to this
Plan to a Participant who is subject to the attainment of one or
more Performance Goals.
"Performance Goal" means a standard established by the
Committee to determine in whole or in part whether a Performance
Award shall be earned.
"Restricted Stock" means any Common Stock that is restricted
or subject to forfeiture provisions.
"Restriction Period" means a period of time beginning as of
the date upon which an Award of Restricted Stock is made pursuant
to this Plan and ending as of the date upon which the Common
Stock subject to such Award is no longer restricted or subject to
forfeiture provisions.
"Rule 16b-3" means Rule 16b-3 promulgated under the Exchange
Act, or any successor rule.
"SAR" means a right to receive a payment, in cash or Common
Stock, equal to the excess of the Fair Market Value or other
specified valuation of a specified number of shares of Common
Stock on the date the right is exercised over a specified strike
price, in each case, as determined by the Committee.
"Stock Award" means an award in the form of shares of Common
Stock or units denominated in shares of Common Stock.
"Subsidiary" means (i) in the case of a corporation, any
corporation of which the Company directly or indirectly owns
shares representing more than 50% of the combined voting power of
the shares of all classe oorr serriieess of capital stock of such
corporation which have the right to vote generally on matters
submitted to a vote of the stockholders of such corporation and
(ii) in the case of a partnership or other business entity not
organized as a corporation, any such business entity of which the
Company directly or indirectly owns more than 50% of the voting,
capital or profits interests (whether in the form of partnership
interests, membership interests or otherwise).
4. ELIGIBILITY. Key Employees eligible for Awards under this
Plan are those who hold positions of responsibility and whose
performance, in the judgment of the Committee, can have a
significant effect on the success of the Company and its
Subsidiaries and those Independent Contractors selected by the
Committee.
5. COMMON STOCK AVAILABLE FOR AWARDS. Subject to the
provisions of paragraph 14 hereof, there shall be available for
Awards under this Plan granted wholly or partly in Common Stock
(including rights or options that may be exercised for or settled
in Common Stock) an aggregate of 1,165,000 shares of Common Stock
plus the number of shares repurchased in the open market and
otherwise with an aggregate price no greater than the cash
proceeds received by the Company from the sale of shares under
this Plan. The number of shares of Common Stock that are the
subject of Awards under this Plan, that are forfeited or
terminated, expire unexercised, are settled in cash in lieu of
Common Stock or in a manner such that all or some of the shares
covered by an Award are not issued to a Participant or are
exchanged for Awards that do not involve Common Stock, shall
again immediately become available for Awards hereunder.
Notwithstanding the foregoing, (i) in no event may an Award be
issued that would bring the total of all outstanding awards under
this Plan, and all other Company stock option or employee or
long-term incentive plans to more than 9.9% of the total number
of shares of Common Stock of the Company at the time outstanding
and (ii) no more than 1,165,000 shares of Common Stock may be the
subject of Incentive Options. The Committee may from time to time
adopt and observe such procedures concerning the counting of
shares against the Plan maximum as it may deem appropriate. The
Board and the appropriate officers of the Company shall from time
to time take whatever actions are necessary to file any required
documents with governmental authorities, stock exchanges and
transaction reporting systems to ensure that shares of Common
Stock are available for issuance pursuant to Awards.
6. ADMINISTRATION.
(a) This Plan shall be administered by the Committee. To the
extent required in order for Awards to be exempt from Section 16
of the Exchange Act by virtue of the provisions of Rule 16b-3,
the Committee shall consist of at least two members of the Board
who meet the requirements of the definition of "non-employer
director" set forth in Rule 16b-3(b)(3)(i) promulgated under the
Exchange Act.
(b) Subject to the provisions hereof, the Committee shall
have full and exclusive power and authority to administer this
Plan and to take all actions that are specifically contemplated
hereby or are necessary or appropriate in connection with the
administration hereof. The Committee shall also have full and
exclusive power to interpret this Plan and to adopt such rules,
regulations and guidelines for carrying out this Plan as it may
deem necessary or proper, all of which powers shall be exercised
in the best interests of the Company and in keeping with the
objectives of this Plan. The Committee may, in its discretion,
provide for the extension of the exercisability of an Award,
accelerate the vesting or exercisability of an Award, eliminate
or make less restrictive any restrictions contained in an Award,
waive any restriction or other provision of this Plan or an Award
or otherwise amend or modify an Award in any manner that is
either (i) not adverse to the Participant to whom such Award was
granted or (ii) consented to by such Participant. The Committee
may correct any defect or supply any omission or reconcile any
inconsistency in this Plan or in any Award in the manner and to
the extent the Committee deems necessary or desirable to further
the Plan purposes. Any decision of the Committee in the
interpretation and administration of this Plan shall lie within
its sole and absolute discretion and shall be final, conclusive
and binding on all parties concerned.
(c) No member of the Committee or officer of the Company to
whom the Committee has delegated authority in accordance with the
provisions of paragraph 7 of this Plan shall be liable for
anything done or omitted to be done by him or her, by any member
of the Committee or by any officer of the Company in connection
with the performance of any duties under this Plan, except for
his or her own willful misconduct or as expressly provided by
statute.
7. DELEGATION OF AUTHORITY. The Committee may delegate to
the Chief Executive Officer and to other senior officers of the
Company its duties under this Plan pursuant to such conditions or
limitations as the Committee may establish, except that the
Committee may not delegate to any person the authority to grant
Awards to, or take other action with respect to, Participants who
are subject to Section 16 of the Exchange Act.
8. AWARDS.
(a) Subject to paragraphs 8(b) and (c), the Committee shall
determine the type or types of Awards to be made under this Plan
and shall designate from time to time the Employees who are to be
the recipients of such Awards. Each Award may be embodied in an
Award Agreement, which shall contain such terms, conditions and
limitations as shall be determined by the Committee in its sole
discretion and shall be signed by the Participant to whom the
Award is made and by an Authorized Officer for and on behalf of
the Company. Awards may consist of those listed in this paragraph
8 hereof and may be granted singly, in combination or in tandem.
Awards may also be made in combination or in tandem with, in
replacement of, or as alternatives to, grants or rights under
this Plan or any other employee plan of the Company or any of its
Subsidiaries, including the plan of any acquired entity; provided
that, except as contemplated in paragraph 14, no Option may be
issued in exchange for the cancellation of an Option with a
higher exercise price nor may the exercise price of any Option be
reduced. An Award may not provide for an automatic grant of a new
Option upon the exercise of an Option. All or part of an Award
may be subject to conditions estaliished by the Committee, which
may include, but are not limited to, continuous service with the
Company and its Subsidiaries, achievement of specific business
objectives, increases in specified indices, attainment of
specified growth rates and other comparable measurements of
performance. Upon the termination of employment by a Participant,
any unexercised, deferred, unvested or unpaid Awards shall be
treated as set forth in the applicable Award Agreement.
(i) STOCK OPTION. An Award may be in the form of an
Option. An Option awarded pursuant to this Plan may consist
of an Incentive Option or a Nonqualified Option. The price
at which shares of Common Stock may be purchased upon the
exercise of an Incentive Option shall be not less than the
greater of the Fair Market Value of the Common Stock on the
date of grant or its par value. The price at which shares of
Common Stock may be purchased upon the exercise of a
Nonqualified Option shall be not less than the greater of
the Fair Market Value of the Common Stock on the date of
grant or its par value. Subject to the foregoing provisions,
the terms, conditions and limitations applicable to any
Options awarded pursuant to this Plan, including the term of
any Options and the date or dates upon which they become
exercisable, shall be determined by the Committee.
(ii) STOCK APPRECIATION RIGHT. An Award may be in the
form of an SAR. The terms, conditions and limitations
applicable to any SARs awarded pursuant to this Plan,
including the term of any SARs and the date or dates upon
which they become exercisable, shall be determined by the
Committee.
(iii) STOCK AWARD. An Award may be in the form of a
Stock Award. The terms, conditions and limitations
applicable to any Stock Awards granted pursuant to this Plan
shall be determined by the Committee.
(iv) CASH AWARD. An Award may be in the form of a
Cash Award. The terms, conditions and limitations applicable
to any Cash Awards granted pursuant to this Plan shall be
determined by the Committee.
(v) PERFORMANCE AWARD. Without limiting the type or
number of Awards that may be made under the other provisions
of this Plan, an Award may be in the form of a Performance
Award. A Performance Award shall be paid, vested or
otherwise deliverable solely on account of the attainment of
one or more pre-established, objective Performance Goals
established by the Committee prior to the earlier to occur
of (x) 90 days after the commencement of the period of
service to which the Performance Goal relates and (y) the
lapse of 25% of the period of service (as scheduled in good
faith at the time the goal is established), and in any event
while the outcome is substantially uncertain. A Performance
Goal is objective if a third party having knowledge of the
relevant facts could determine whether the goal is met. Such
a Performance Goal may be cumulative, annual or
end-of-performance period goals and may be based on one or
more business criteria that apply to the individual, one or
more business units of the Company, or the Company as a
whole, and either as an absolute measure or as a measure of
comparative performance, and may include one or more of the
following: revenues, income from operations, net income,
stock price, market share, earnings per share, return on
equity, assets or invested capital, economic value added,
market value added, decrease in costs or achievement of
balance sheet, income statement or cash flow objectives.
Unless otherwise stated, such a Performance Goal need not be
based upon an increase or positive result under a particular
business criterion and could include, for example,
maintaining the status quo or limiting economic losses
(measured, in each case, by reference to specific business
criteria). In interpreting Plan provisions applicable to
Performance Goals and Performance Awards, it is the intent
of the Plan to conform with the standards of Section 162(m)
of the Code and Treasury Regulation ss. 1.162-27(e)(2)(i),
and the Committee in establishing such goals and
interpreting the Plan shall be guided by such provisions.
Prior to the payment of any compensation based on the
achievement of Performance Goals, the Committee must certify
in writing that applicable Performance Goals and any of the
material terms thereof were, in fact, satisfied. Subject to
the foregoing provisions, the terms, conditions and
limitations applicable to any Performance Awards made
pursuant to this Plan shall be determined by the Committee.
(b) Notwithstanding anything to the contrary contained in
this Plan, the following limitations shall apply to any Awards
made hereunder:
(i) no Participant may be granted, during any one-year
period, Awards consisting of Options or SARs that are
exercisable for more than 300,000 shares of Common Stock;
(ii) no Participant may be granted, during any one-year
period, Awards consisting of shares of Common Stock or units
denominated in such shares (other than any Awards consisting
of Options or SARs) covering or relating to more than
300,000 shares of Common Stock (the limitation set forth in
this clause (ii), together with the limitation set forth in
clause (i) above, being hereinafter collectively referred to
as the "Stock Based Awards Limitations"); and
(iii) no Participant may be granted Awards consisting
of cash or in any other form permitted under this Plan
(other than Awards consisting of Options or SARs or
otherwise consisting of shares of Common Stock or units
denominated in such shares) in respect of any one-year
period having a value determined on the date of grant in
excess of $3,000,000.
(c) Independent Contractors may not be granted Incentive
Options.
9. PAYMENT OF AWARDS.
(a) GENERAL. Payment of Awards may be made in the form of
cash or Common Stock, or a combination thereof, and may include
such restrictions as the Committee shall determine, including, in
the case of Common Stock, restrictions on transfer and forfeiture
provisions. If payment of an Award is made in the form of
Restricted Stock, the Award Agreement relating to such shares
shall specify whether they are to be issued at the beginning or
end of the Restriction Period. In the event that shares of
Restricted Stock are to be issued at the beginninoff the
Restriction Period, the certificates evidencing such shares (to
the extent that such sharesree sso evidenced) shall contain
appropriate legends and restrictions that describe the terms and
conditions of the restrictions applicable thereto. In the event
that shares of Restricted Stock are to be issued at the end of
the Restricted Period, the right to receive such shares shall be
evidenced by book entry registration or in such other manner as
the Committee may determine.
(b) DEFERRAL. With the approval of the Committee, payments
in respect of Awards may be deferred, either in the form of
installments or a future lump-sum payment. The Committee may
permit selected Participants to elect to defer payments of some
or all types of Awards in accordance with procedures established
by the Committee. Any deferred payment of an Award, whether
elected by the Participant or specified by the Award Agreement or
by the Committee, may be forfeited if and to the extent that the
Award Agreement so provides.
(c) DIVIDENDS AND INTEREST. Rights to dividends or Dividend
Equivalents may be extended to and made part of any Award
consisting of shares of Common Stock or units denominated in
shares of Common Stock, subject to such terms, conditions and
restrictions as the Committee may establish. The Committee may
also establish rules and procedures for the crediting of interest
on deferred cash payments and Dividend Equivalents for Awards
consisting of shares of Common Stock or units denominated in
shares of Common Stock.
(d) SUBSTITUTION OF AWARDS. Subject to paragraph 8(a), at
the discretion of the Committee, a Participant may be offered an
election to substitute an Award for another Award or Awards of
the same or different type.
10. STOCK OPTION EXERCISE. The price at which shares of
Common Stock may be purchased under an Option shall be paid in
full at the time of exercise in cash or, if elected by the
optionee, the optionee may purchase such shares by means of
tendering Common Stock or surrendering another Award, including
Restricted Stock, valued at Fair Market Value on the date of
exercise, or any combination thereof. The Committee shall
determine acceptable methods for Participants to tender Common
Stock or other Awards; provided that any Common Stock that is or
was the subject of an Award may be so tendered only if it has
been held by the Participant for six months. The Committee may
provide for procedures to permit the exercise or purchase of such
Awards by use of the proceeds to be received from the sale of
Common Stock issuable pursuant to an Award. Unless otherwise
provided in the applicable Award Agreement, in the event shares
of Restricted Stock are tendered as consideration for the
exercise of an Option, a number of the shares issued upon the
exercise of the Option, equal to the number of shares of
Restricted Stock used as consideration therefor, shall be subject
to the same restrictions as the Restricted Stock so submitted as
well as any additional restrictions that may be imposed by the
Committee.
11. TAX WITHHOLDING. The Company shall have the right to
deduct applicable taxes from any Award payment and withhold, at
the time of delivery or vesting of cash or shares of Common Stock
under this Plan, an appropriate amount of cash or number of
shares of Common Stock or a combination thereof for payment of
taxes required by law or to take such other action as may be
necessary in the opinion of the Company to satisfy all
obligations for withholding of such taxes. The Committee may also
permit withholding to be satisfied by the transfer to the Company
of shares of Common Stock theretofore owned by the holder of the
Award with respect to which withholding is required. If shares of
Common Stock are used to satisfy tax withholding, such shares
shall be valued based on the Fair Market Value when the tax
withholding is required to be made. The Committee may provide for
loans, on either a short-term or demand basis, from the Company
to a Participant to permit the payment of taxes required by law.
12. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION. The
Board may amend, modify, suspend or terminate this Plan for the
purpose of meeting or addressing any changes in legal
requirements or for any other purpose permitted by law, except
that (i) no amendment or alteration that would adversely affect
the rights of any Participant under any Award previously granted
to such Participant shall be made without the consent of such
Participant and (ii) no amendment will be made to increase the
maximum number of shares subject to Awards (except as provided in
paragraph 14) without the approval of the Company's stockholders.
13. ASSIGNABILITY. The Committee may prescribe and include
in applicable Award Agreements restrictions on transfer. Any
attempted assignment of an Award or any other benefit under this
Plan in violation of this paragraph 13 shall be null and void.
14. ADJUSTMENTS.
(a) The existence of outstanding Awards shall not affect in
any manner the right or power of the Company or its stockholders
to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the capital stock of the
Company or its business or any merger or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior
preference stock (whether or not such issue is prior to, on a
parity with or junior to the Common Stock) or the dissolution or
liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or
proceeding of any kind, whether or not of a character similar to
that of the acts or proceedings enumerated above.
(b) In the event of any subdivision or consolidation of
outstanding shares of Common Stock, declaration of a dividend
payable in shares of Common Stock or other stock split, then (i)
the number of shares of Common Stock reserved under this Plan,
(ii) the number of shares of Common Stock covered by outstanding
Awards in the form of Common Stock or units denominated in Common
Stock, (iii) the exercise or other price in respect of such
Awards, (iv) the appropriate Fair Market Value and other price
determinations for such Awards and (v) the Stock Based Awards
Limitations shall each be proportionately adjusted by the Board
to reflect such transaction. In the event of any other
recapitalization or capital reorganization of the Company, any
consolidation or merger of the Company with another corporation
or entity, the adoption by the Company of any plan of exchange
affecting the Common Stock or any distribution to holders of
Common Stock of securities or property (other than normal cash
dividends or dividends payable in Common Stock), the Board shall
make appropriate adjustments to (i) the number of shares of
Common Stock covered by Awards in the form of Common Stock or
units denominated in Common Stock, (ii) the exercise or other
price in respect of such Awards, (iii) the appropriate Fair
Market Value and other price determinations for such Awards and
(iv) the Stock Based Awards Limitations to give effect to such
transaction shall each be proportionately adjusted by the Board
to reflect such transaction; provided that such adjustments shall
only be such as are necessary to maintain the proportionate
interest of the holders of the Awards and preserve, without
exceeding, the value of such Awards. In the event of a corporate
merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the Board shall be
authorized to issue or assume Awards by means of substitution of
new Awards, as appropriate, for previously issued Awards or to
assume previously issued Awards as part of such adjustment.
15. RESTRICTIONS. No Common Stock or other form of payment
shall be issued with respect to any Award unless the Company
shall be satisfied based on the advice of its counsel that such
issuance will be in compliance with applicable federal and state
securities laws. Certificates evidencing shares of Common Stock
delivered under this Plan (to the extent that such shares are so
evidenced) may be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange
Commission, any securities exchange or transaction reporting
system upon which the Common Stock is then listed or to which it
is admitted for quotation and any applicable federal or state
securities law. The Committee may cause a legend or legends to be
placed upon such certificates (if any) to make appropriate
reference to such restrictions.
16. UNFUNDED PLAN. Insofar as it provides for Awards of
cash, Common Stock or rights thereto, this Plan shall be
unfunded. Although bookkeeping accounts may be established with
respect to Participants who are entitled to cash, Common Stock or
rights thereto under this Plan, any such accounts shall be used
merely as a bookkeeping convenience. The Company shall not be
required to segregate any assets that may at any time be
represented by cash, Common Stock or rights thereto, nor shall
this Plan be construed as providing for such segregation, nor
shall the Company, the Board or the Committee be deemed to be a
trustee of any cash, Common Stock or rights thereto to be granted
under this Plan. Any liability or obligation of the Company to
any Participant with respect to an Award of cash, Common Stock or
rights thereto under this Plan shall be based solely upon any
contractual obligations that may be created by this Plan and any
Award Agreement, and no such liability or obligation of the
Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company. Neither the Company
nor the Board nor the Committee shall be required to give any
security or bond for the performance of any obligation that may
be created by this Plan.
17. GOVERNING LAW. This Plan and all determinations made and
actions taken pursuant hereto, to the extent not otherwise
governed by mandatory provisions of the Code or the securities
laws of the United States, shall be governed by and construed in
accordance with the laws of the State of Delaware.
18. EFFECTIVENESS. This Plan shall be effective as of June
21, 1996, (the "Effective Date"), the date on which it was
approved by the Board of Directors of the Company.
Notwithstanding the foregoing, the adoption of this Plan is
expressly conditioned upon the approval by the holders of a
majority of shares of Common Stock present, or represented, and
entitled to vote at a meeting of the Company Stockholders held on
or before December 31, 1996. If the Stockholders of the Company
should fail to so approve this Plan prior to such date, this Plan
shall terminate and cease to be of any further force or effect
and all grants of Awards hereunder shall be null and void.
EXHIBIT 10-03
Option No. L-104 21,000 Shares
OCEANEERING INTERNATIONAL, INC.
1996 RESTRICTED STOCK AWARD INCENTIVE AGREEMENT
THIS AGREEMENT is made as of the date set forth on the
signature page hereof, between Oceaneering International, Inc., a
Delaware corporation (the "Company"), and George R. Haubenreich,
Jr. (the "Participant"). Except as defined herein, capitalized
terms shall have the same meaning ascribed to them under the 1996
Incentive Plan of Oceaneering International, Inc., as from time
to time amended, a copy of which is attached hereto and made a
part hereof for all purposes (the "Plan"). To the extent that
any provision of this Agreement conflicts with the express terms
of the Plan, it is hereby acknowledged and agreed that the terms
of the Plan shall control and, if necessary, the applicable
provisions of this Agreement shall be hereby deemed amended so as
to carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth
below shall have the following respective meanings:
(a) "Change in Control" means, with respect to the
Company, if (i) a third person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, becomes
the beneficial owner of shares of the Company having 30 percent
or more of the total number of votes that may be cast for the
election of directors of the Company, or (ii) as the result of,
or in connection with, any cash tender or exchange offer, merger
or other business combination, sale of assets or contested
election or any combination of the foregoing transactions (a
"Transaction"), the persons who were directors of the Company
before the Transaction shall cease to constitute a majority of
the Board of Directors of the Company or of any successor to the
Company. Without limiting the foregoing, no "Change of Control"
shall be deemed to have taken place for the purposes of this
Agreement, if a person or persons is appointed or elected as a
member(s) of the Board as a result of or in connection with a
Transaction or other event unless item (i) or (ii) above shall
also have occurred.
(b) "Closing Stock Price" means, with respect to
common stock on a particular date, (i) if the shares of common
stock are listed on a national securities exchange, the last sale
price per share of common stock on any such national securities
exchange on that date, or, if there shall have been no such sale
so reported on that date, on the last preceding date on which
such a sale was so reported and, (ii) if the shares of Common
Stock are not so listed but are quoted in the NASDAQ National
Market System, the last sale price per share of shares of common
stock reported on the NASDAQ National Market System on that date,
or, if there shall have been no such sale so reported on that
date, on the last preceding date on which such a sale was so<PAGE>
reported.
(c) "Disability" means a physical or mental impairment
of sufficient severity that, in the opinion of a physician
selected by the Company, the Participant is unable to fulfill his
duties.
(d) "Peer Group Companies" means Dresser Industries,
Inc., Global Industries Ltd., Halliburton Company, McDermott
International, Inc., Nabors Industries, Inc., Offshore Logistics,
Inc., J. Ray McDermott, Inc., Stolt Comex Seaway S.A., and
Tidewater, Inc. In the event any of such companies (i) shall
cease to have its common stock listed on a national securities
exchange or quoted in the NASDAQ National Market System, or (ii)
in the sole discretion of the Committee, shall be so changed as a
result of any merger, acquisition or other transaction that it no
longer is appropriate to include such company as one of the Peer
Group Companies, then the Peer Group Companies shall thereafter
not include such company for purposes of calculating any
forfeiture of Restricted Stock under this Agreement.
(e) "Peer Group Companies Performance" for any 52-week
period contemplated in Section 3 of this Agreement means, the
arithmetic average of the changes in Closing Stock Price for each
of the Peer Group Companies between the first day of such period
and the last day of such period.
2. Award. In order to encourage the Participant's
contribution to the successful performance of the Company, and in
consideration of the covenants and promises of the Participant
herein contained, pursuant to action taken by the Committee on
August 23, 1996 (the "Date of Grant"), the Company hereby awards
to the Participant as of the Date of Grant a total of 21,000
shares of Common Stock, pursuant to the Plan, subject to the
conditions and restrictions set forth below and in the Plan (the
"Restricted Stock").
3. Restrictions on Transfer. The shares of
Restricted Stock granted hereunder to the Participant may not be
sold, assigned, transferred, pledged or otherwise encumbered from
the Date of Grant until said shares shall have become vested and
not otherwise subject to forfeiture (and restrictions terminated
thereon) in accordance with the provisions of this Paragraph 3.
(The period of time between the Date of Grant and the vesting of
shares of Restricted Stock shall be referred to herein as the
"Restricted Period" as to those shares of stock.) The Restricted
Stock awarded hereunder shall be divided into three tranches, of
an equal number of shares, with Tranche A containing 7,000
shares, Tranche B containing 7,000 shares and Tranche C
containing 7,000 shares. The shares of Restricted Stock shall be
treated as described below for purposes of forfeiture, vesting
and other terms and conditions of this Agreement:
(a) Tranche A: The shares of Restricted Stock in
Tranche A shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock ("Company Performance")
for the 52-week period referred to below fails to meet the levels<PAGE>
of Peer Group Companies Performance indicated in the columnar
presentation below for such period, with linear interpolation to
be used between these designated points (rounded to the nearest
whole share of Common Stock); provided, however, that if net
income for the Company for its fiscal year ending immediately
prior to June 27, 1997 is not positive, all of Tranche A shall be
forfeited. Determination of changes shall be made by comparing
the Closing Stock Prices of the Company and the Peer Group
Companies on June 28, 1996, to the Closing Stock Prices on the
last trading day of each calendar week for each of such companies
for the period ended June 27, 1997.
Percentage of
Company Performance as Percentage Restricted Stock
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%
(b) Tranche B: The shares of Restricted Stock in
Tranche B shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock for the 104-week period
referred to below fails to meet the levels of Peer Group
Companies Performance indicated in the columnar presentation
below for such period, with linear interpolation to be used
between these designated points (rounded to the nearest whole
share of Common Stock); provided, however, that if net income for
the Company for its fiscal year ending immediately prior to June
26, 1998 is not positive, all of Tranche B shall be forfeited.
Determination of changes shall be made by comparing the Closing
Stock Prices of the Company and the Peer Group Companies on June
28, 1996 to the Closing Stock Prices on the last trading day of
each calendar week for each of such companies for the period
ended June 26, 1998.
Percentage of
Company Performance as Percentage Restricted Stock
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%
(c) Tranche C: The shares of Restricted Stock in
Tranche C shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock for the 156-week period
referred to below fails to meet the levels of Peer Group
Companies Performance indicated in the columnar presentation
below for such period, with linear interpolation to be used
between these designated points (rounded to the nearest whole
share of Common Stock); provided, however, that if net income for
the Company for its fiscal year ending immediately prior to June
25, 1999 is not positive, all of Tranche C shall be forfeited.
Determination of changes shall be made by comparing the Closing
Stock Prices of the Company and the Peer Group Companies on June
28, 1996 to the Closing Stock Prices on the last trading day of<PAGE>
each calendar week for each of such companies for the period
ended June 25, 1999.
Percentage of
Company Performance as Percentage Restricted Stock
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%
(d) Vesting of Common Stock: The shares of Tranche A
Restricted Stock not forfeited by reason of failure to meet the
conditions set forth in paragraph (a) above, shall vest 25% on
June 26, 1998, 25% on June 25, 1999, 25% on June 23, 2000 and a
final 25% on June 22, 2001. The shares of Tranche B Restricted
Stock not forfeited by reason of failure to meet the conditions
set forth in paragraph (b) above, shall vest 25% on June 25,
1999, 25% on June 23, 2000, 25% on June 22, 2001 and a final 25%
on June 21, 2002. The shares of Tranche C Restricted Stock not
forfeited by reason of failure to meet the conditions set forth
in paragraph (c) above, shall vest 25% on June 23, 2000, 25% on
June 22, 2001, 25% on June 21, 2002 and a final 25% on June 20,
2003. The determination of Company Performance, Peer Group
Companies Performance and the percentage of Restricted Stock
forfeited shall be certified to by the Committee prior to the
removal of any restrictions with respect to the Restricted Stock.
Upon termination of a Participant's employment (with or without
cause, voluntary, involuntary or for any reason whatsoever except
as provided in Sections 3(f) and 3(g)), all Restricted Stock for
which the conditions of the applicable provisions of paragraphs
(a), (b) or (c) and this paragraph (d) have not been satisfied as
of the date of such termination of employment shall be forfeited.
(e) Tax Reimbursement: Within 10 days after the
expiration of the Restricted Period with respect to a particular
share of Restricted Stock, the Company shall pay to the
Participant an amount sufficient to provide for the payment of
all United States federal income taxes imposed with respect to
Participant's acquisition of such share, as well as an amount
sufficient to reimburse Participant for the tax obligation on
such amounts so that Participant is paid an amount as a tax
assistance payment by the Company sufficient to fund all of his
income taxes on both the share of Restricted Stock and the tax
assistance payment. In the event the Participant is not at the
time a tax assistance payment is to be made subject to United
States income tax, such tax assistance payment shall be computed
by reference to the income tax of the laws of the country to
which the participant is subject; provided, however, that such
tax assistance payment shall not exceed the amount that would
have been payable if the Participant were subject solely to
United States income tax. No United States state (or equivalent
foreign) income taxes will be considered in determining tax
assistance payments. The Committee shall have sole and complete
discretion in the calculation of tax assistance payments, and the
determination of the Committee shall be final and binding on the
Participant except in the case of bad faith or willful
misconduct. In computing the tax assistance payment, it shall be<PAGE>
assumed that the Participant is at the maximum marginal tax rate
for individual taxpayers. Subject to Section 3(f), in the event
a Participant sells any share of Restricted Stock within three
years after expiration of the Restricted Period with respect to
such Restricted Stock, the Participant shall immediately pay to
the Company the amount of the tax assistance payment previously
received by the Participant from the Company with respect to such
share.
(f) Effect of Change in Control: In the event a
Change in Control occurs prior to the time that the conditions of
the applicable of paragraphs (a), (b) or (c) and paragraph (d)
above have been satisfied with respect to a share of Restricted
Stock, and upon such Change in Control if a share of Restricted
Stock has not theretofore been forfeited, the requirements of
paragraphs (a), (b), (c) and (d) above shall be deemed to have
been satisfied on the date of such Change of Control, and tax
assistance payments shall be made with respect to such shares
within 10 days thereafter.
(g) Effect of Death or Disability. In the event of
the death or Disability of the Participant while employed by the
Company, the conditions of the applicable of paragraphs (a), (b)
or (c) and paragraph (d) with respect to any shares of Restricted
Stock not previously forfeited by the Participant shall be deemed
immediately satisfied and tax assistance payments shall be made
by Company to Participants with respect to such event within 30
days thereafter.
(h) Dividends: Dividends (other than dividends in
capital stock) with respect to shares of Restricted Stock shall
be paid to the Participant without regard to the restrictions
otherwise applicable to such shares. Dividends in capital stock
of the Company shall accumulate and be associated with the
Restricted Stock to which they relate and shall vest at the time
such Restricted Stock vests.
(i) Voting of Common Stock: A Participant shall have
the right to exercise any voting rights appurtenant to Restricted
Stock without regard to any restrictions otherwise imposed by
reason of this Agreement.
(j) Interpretation of Market Declines. In the event,
for any 52-week period, the Peer Group Companies Performance is
negative, the tables in Sections 3(a), 3(b) and 3(c) shall be
interpreted such that (i) a relative performance of 87-1/2% shall
mean the Company Performance (in terms of a decline in Closing
Stock Price) declined 112-1/2% compared to the Peer Group
Companies Performance, (ii) a relative performance of 75% shall
mean the Company Performance declined 125% compared to the Peer
Group Companies Performance and (iii) a relative performance of
50% shall mean the Company Performance declined 150% compared to
the Peer Group Companies Performance. For example, if Peer Group
Companies Performance change is a negative 10% (an average
decline of 10%), and Company Performance declined 15%, 84% of
Tranche A, B or C, as the case may be, would be forfeited.
4. Code Section 83(b) Election. The Participant<PAGE>
shall not make an election, under Code Section 83(b), to include
in income the fair market value of the Restricted Stock in
respect of this award of Restricted Stock on the Date of Grant.
5. Sale of Restricted Stock. The Participant shall
not sell Restricted Stock except pursuant to an effective
registration statement under the Securities Act of 1933 (or
pursuant to an exemption from registration under such act), and
the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the
distribution thereof.
6. Escrow of Certificates. The certificates
representing shares of Restricted Stock shall be registered in
the name of the Participant and deposited, together with a stock
power endorsed by the Participant in blank, with the Corporate
Secretary of the Company during the Restricted Period. Each such
certificate shall bear a legend as provided by the Company,
conspicuously referring to the terms, conditions and restrictions
described in the Plan and in this Agreement. Subject to the
provisions of Section 7 below, upon termination of the Restricted
Period with respect to shares of Restricted Stock, a certificate
representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.
7. Withholding of Taxes. No certificates
representing the shares of Restricted Stock shall be delivered to
the Participant by the Company unless the Participant (or
Beneficiary, as defined in Section 8 below) remits to the Company
the amount of all federal, state and other governmental
withholding tax requirements imposed upon the Company with
respect to the issuance of such shares or unless provisions to so
pay such withholding requirements have been made to the
satisfaction of the Committee.
8. Beneficiary Designations. The Participant may
file with the Corporate Secretary of the Company a designation of
one or more beneficiaries (each a "Beneficiary") to whom shares
otherwise due the Participant shall be distributed in the event
of the death of the Participant while in the employ of the
Company. The Participant shall have the right to change the
Beneficiary or Beneficiaries from time to time; provided,
however, that any change shall not become effective until
received in writing by the Corporate Secretary of the Company.
If any designated Beneficiary survives the Participant but dies
before receiving all of his benefits hereunder, any remaining
benefits due him shall be distributed to the deceased
Beneficiary's estate. If there is no effective Beneficiary
designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased
such Participant, the payment of any remaining benefits shall be
made to the Participant's estate. In the event of any dispute,
the Company shall be fully protected and discharged of its
obligations under this Agreement if it delivers the shares
otherwise due a Participant to the probate court administering
his estate.
9. Limitation of Rights. Nothing in this Agreement<PAGE>
or the Plan shall be construed to:
(a) give the Participant any right to be awarded any
Restricted Stock other than in the sole discretion of the
Committee;
(b) give the Participant or any other person any
interest in any fund or in any specified asset or assets of the
Company or any affiliate of the Company; or
(c) confer upon the Participant the right to continue
in the employment or service of the Company or any affiliate of
the Company, or affect the right of the Company or any affiliate
of the Company to terminate the employment or service of the
Participant at any time or for any reason.
The Committee shall have the discretion to make
determinations under this Agreement and Plan, and such
determinations shall be final and binding on the Participant
except in the case of bad faith and willful misconduct.
10. Nonalienation of Benefits. Except as contemplated
by Section 8 above, no right or benefit under this Agreement
shall be subject to transfer, anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, whether voluntary,
involuntary, or by operation of law, and any attempt to transfer,
anticipate, alienate, sell, assign, pledge, encumber or charge
the same shall be void. No right or benefit hereunder shall in
any manner be liable for or subject to any debts, contracts,
liabilities or torts of the person entitled to such benefits. If
the Participant or his Beneficiary hereunder shall become
bankrupt or attempt to transfer, anticipate, alienate, assign,
sell, pledge, encumber or charge any right or benefit hereunder,
other than as contemplated by Section 8 above, or if any creditor
shall attempt to subject the same to a writ of garnishment,
attachment, execution, sequestration, or any other form of
process or involuntary lien or seizure, then such right or
benefit shall cease and terminate.
11. Prerequisites to Benefits. Neither the
Participant, nor any person claiming through the Participant,
shall have any right or interest in the Restricted Stock awarded
hereunder, unless and until all the terms, conditions and
provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as
specified herein.
12. Rights as a Stockholder. Subject to the
limitations and restrictions contained herein, the Participant
(or Beneficiary) shall have all rights as a stockholder with
respect to the shares of Restricted Stock once such shares have
been registered in his name hereunder.
13. 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<PAGE>
rights or obligations under this Agreement except to the extent
and in the manner expressly permitted herein.
14. The Committee shall have sole and complete
discretion in the interpretation of this Agreement and the
determination of the Committee shall be final and binding on the
Participant except in the case of bad faith or willful
misconduct.
15. Governing Law. This Agreement shall be governed
by, construed and enforced in accordance with the laws of the
State of Delaware.
16. Gender and Number. Whenever the context requires
or permits, the gender and number of words shall be
interchangeable.
This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated
herein by reference.
Dated: August 23, 1996.
OCEANEERING INTERNATIONAL, INC.
By //s// John R. Huff
John R. Huff
Chairman, President and
Chief Executive Officer
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
//s// George R. Haubenreich, Jr.
Option No. L-102 42,000 Shares
OCEANEERING INTERNATIONAL, INC.
1996 RESTRICTED STOCK AWARD INCENTIVE AGREEMENT
THIS AGREEMENT is made as of the date set forth on the
signature page hereof, between Oceaneering International, Inc., a
Delaware corporation (the "Company"), and T. Jay Collins (the
"Participant"). Except as defined herein, capitalized terms
shall have the same meaning ascribed to them under the 1996
Incentive Plan of Oceaneering International, Inc., as from time
to time amended, a copy of which is attached hereto and made a
part hereof for all purposes (the "Plan"). To the extent that
any provision of this Agreement conflicts with the express terms
of the Plan, it is hereby acknowledged and agreed that the terms<PAGE>
of the Plan shall control and, if necessary, the applicable
provisions of this Agreement shall be hereby deemed amended so as
to carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth
below shall have the following respective meanings:
(a) "Change in Control" means, with respect to the
Company, if (i) a third person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, becomes
the beneficial owner of shares of the Company having 30 percent
or more of the total number of votes that may be cast for the
election of directors of the Company, or (ii) as the result of,
or in connection with, any cash tender or exchange offer, merger
or other business combination, sale of assets or contested
election or any combination of the foregoing transactions (a
"Transaction"), the persons who were directors of the Company
before the Transaction shall cease to constitute a majority of
the Board of Directors of the Company or of any successor to the
Company. Without limiting the foregoing, no "Change of Control"
shall be deemed to have taken place for the purposes of this
Agreement, if a person or persons is appointed or elected as a
member(s) of the Board as a result of or in connection with a
Transaction or other event unless item (i) or (ii) above shall
also have occurred.
(b) "Closing Stock Price" means, with respect to
common stock on a particular date, (i) if the shares of common
stock are listed on a national securities exchange, the last sale
price per share of common stock on any such national securities
exchange on that date, or, if there shall have been no such sale
so reported on that date, on the last preceding date on which
such a sale was so reported and, (ii) if the shares of Common
Stock are not so listed but are quoted in the NASDAQ National
Market System, the last sale price per share of shares of common
stock reported on the NASDAQ National Market System on that date,
or, if there shall have been no such sale so reported on that
date, on the last preceding date on which such a sale was so
reported.
(c) "Disability" means a physical or mental impairment
of sufficient severity that, in the opinion of a physician
selected by the Company, the Participant is unable to fulfill his
duties.
(d) "Peer Group Companies" means Dresser Industries,
Inc., Global Industries Ltd., Halliburton Company, McDermott
International, Inc., Nabors Industries, Inc., Offshore Logistics,
Inc., J. Ray McDermott, Inc., Stolt Comex Seaway S.A., and
Tidewater, Inc. In the event any of such companies (i) shall
cease to have its common stock listed on a national securities
exchange or quoted in the NASDAQ National Market System, or (ii)
in the sole discretion of the Committee, shall be so changed as a
result of any merger, acquisition or other transaction that it no
longer is appropriate to include such company as one of the Peer
Group Companies, then the Peer Group Companies shall thereafter
not include such company for purposes of calculating any<PAGE>
forfeiture of Restricted Stock under this Agreement.
(e) "Peer Group Companies Performance" for any 52-week
period contemplated in Section 3 of this Agreement means, the
arithmetic average of the changes in Closing Stock Price for each
of the Peer Group Companies between the first day of such period
and the last day of such period.
2. Award. In order to encourage the Participant's
contribution to the successful performance of the Company, and in
consideration of the covenants and promises of the Participant
herein contained, pursuant to action taken by the Committee on
August 23, 1996 (the "Date of Grant"), the Company hereby awards
to the Participant as of the Date of Grant a total of 42,000
shares of Common Stock, pursuant to the Plan, subject to the
conditions and restrictions set forth below and in the Plan (the
"Restricted Stock").
3. Restrictions on Transfer. The shares of
Restricted Stock granted hereunder to the Participant may not be
sold, assigned, transferred, pledged or otherwise encumbered from
the Date of Grant until said shares shall have become vested and
not otherwise subject to forfeiture (and restrictions terminated
thereon) in accordance with the provisions of this Paragraph 3.
(The period of time between the Date of Grant and the vesting of
shares of Restricted Stock shall be referred to herein as the
"Restricted Period" as to those shares of stock.) The Restricted
Stock awarded hereunder shall be divided into three tranches, of
an equal number of shares, with Tranche A containing 14,000
shares, Tranche B containing 14,000 shares and Tranche C
containing 14,000 shares. The shares of Restricted Stock shall
be treated as described below for purposes of forfeiture, vesting
and other terms and conditions of this Agreement:
(a) Tranche A: The shares of Restricted Stock in
Tranche A shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock ("Company Performance")
for the 52-week period referred to below fails to meet the levels
of Peer Group Companies Performance indicated in the columnar
presentation below for such period, with linear interpolation to
be used between these designated points (rounded to the nearest
whole share of Common Stock); provided, however, that if net
income for the Company for its fiscal year ending immediately
prior to June 27, 1997 is not positive, all of Tranche A shall be
forfeited. Determination of changes shall be made by comparing
the Closing Stock Prices of the Company and the Peer Group
Companies on June 28, 1996, to the Closing Stock Prices on the
last trading day of each calendar week for each of such companies
for the period ended June 27, 1997.
Percentage of
Company Performance as Percentage Restricted Stock
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%<PAGE>
(b) Tranche B: The shares of Restricted Stock in
Tranche B shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock for the 104-week period
referred to below fails to meet the levels of Peer Group
Companies Performance indicated in the columnar presentation
below for such period, with linear interpolation to be used
between these designated points (rounded to the nearest whole
share of Common Stock); provided, however, that if net income for
the Company for its fiscal year ending immediately prior to June
26, 1998 is not positive, all of Tranche B shall be forfeited.
Determination of changes shall be made by comparing the Closing
Stock Prices of the Company and the Peer Group Companies on June
28, 1996 to the Closing Stock Prices on the last trading day of
each calendar week for each of such companies for the period
ended June 26, 1998.
Percentage of
Company Performance as Percentage Restricted Stock
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%
(c) Tranche C: The shares of Restricted Stock in
Tranche C shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock for the 156-week period
referred to below fails to meet the levels of Peer Group
Companies Performance indicated in the columnar presentation
below for such period, with linear interpolation to be used
between these designated points (rounded to the nearest whole
share of Common Stock); provided, however, that if net income for
the Company for its fiscal year ending immediately prior to June
25, 1999 is not positive, all of Tranche C shall be forfeited.
Determination of changes shall be made by comparing the Closing
Stock Prices of the Company and the Peer Group Companies on June
28, 1996 to the Closing Stock Prices on the last trading day of
each calendar week for each of such companies for the period
ended June 25, 1999.
Percentage of
Company Performance as Percentage Restricted Stock
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%
(d) Vesting of Common Stock: The shares of Tranche A
Restricted Stock not forfeited by reason of failure to meet the
conditions set forth in paragraph (a) above, shall vest 25% on
June 26, 1998, 25% on June 25, 1999, 25% on June 23, 2000 and a
final 25% on June 22, 2001. The shares of Tranche B Restricted
Stock not forfeited by reason of failure to meet the conditions
set forth in paragraph (b) above, shall vest 25% on June 25,
1999, 25% on June 23, 2000, 25% on June 22, 2001 and a final 25%
on June 21, 2002. The shares of Tranche C Restricted Stock not
forfeited by reason of failure to meet the conditions set forth<PAGE>
in paragraph (c) above, shall vest 25% on June 23, 2000, 25% on
June 22, 2001, 25% on June 21, 2002 and a final 25% on June 20,
2003. The determination of Company Performance, Peer Group
Companies Performance and the percentage of Restricted Stock
forfeited shall be certified to by the Committee prior to the
removal of any restrictions with respect to the Restricted Stock.
Upon termination of a Participant's employment (with or without
cause, voluntary, involuntary or for any reason whatsoever except
as provided in Sections 3(f) and 3(g)), all Restricted Stock for
which the conditions of the applicable provisions of paragraphs
(a), (b) or (c) and this paragraph (d) have not been satisfied as
of the date of such termination of employment shall be forfeited.
(e) Tax Reimbursement: Within 10 days after the
expiration of the Restricted Period with respect to a particular
share of Restricted Stock, the Company shall pay to the
Participant an amount sufficient to provide for the payment of
all United States federal income taxes imposed with respect to
Participant's acquisition of such share, as well as an amount
sufficient to reimburse Participant for the tax obligation on
such amounts so that Participant is paid an amount as a tax
assistance payment by the Company sufficient to fund all of his
income taxes on both the share of Restricted Stock and the tax
assistance payment. In the event the Participant is not at the
time a tax assistance payment is to be made subject to United
States income tax, such tax assistance payment shall be computed
by reference to the income tax of the laws of the country to
which the participant is subject; provided, however, that such
tax assistance payment shall not exceed the amount that would
have been payable if the Participant were subject solely to
United States income tax. No United States state (or equivalent
foreign) income taxes will be considered in determining tax
assistance payments. The Committee shall have sole and complete
discretion in the calculation of tax assistance payments, and the
determination of the Committee shall be final and binding on the
Participant except in the case of bad faith or willful
misconduct. In computing the tax assistance payment, it shall be
assumed that the Participant is at the maximum marginal tax rate
for individual taxpayers. Subject to Section 3(f), in the event
a Participant sells any share of Restricted Stock within three
years after expiration of the Restricted Period with respect to
such Restricted Stock, the Participant shall immediately pay to
the Company the amount of the tax assistance payment previously
received by the Participant from the Company with respect to such
share.
(f) Effect of Change in Control: In the event a
Change in Control occurs prior to the time that the conditions of
the applicable of paragraphs (a), (b) or (c) and paragraph (d)
above have been satisfied with respect to a share of Restricted
Stock, and upon such Change in Control if a share of Restricted
Stock has not theretofore been forfeited, the requirements of
paragraphs (a), (b), (c) and (d) above shall be deemed to have
been satisfied on the date of such Change of Control, and tax
assistance payments shall be made with respect to such shares
within 10 days thereafter.
(g) Effect of Death or Disability. In the event of<PAGE>
the death or Disability of the Participant while employed by the
Company, the conditions of the applicable of paragraphs (a), (b)
or (c) and paragraph (d) with respect to any shares of Restricted
Stock not previously forfeited by the Participant shall be deemed
immediately satisfied and tax assistance payments shall be made
by Company to Participants with respect to such event within 30
days thereafter.
(h) Dividends: Dividends (other than dividends in
capital stock) with respect to shares of Restricted Stock shall
be paid to the Participant without regard to the restrictions
otherwise applicable to such shares. Dividends in capital stock
of the Company shall accumulate and be associated with the
Restricted Stock to which they relate and shall vest at the time
such Restricted Stock vests.
(i) Voting of Common Stock: A Participant shall have
the right to exercise any voting rights appurtenant to Restricted
Stock without regard to any restrictions otherwise imposed by
reason of this Agreement.
(j) Interpretation of Market Declines. In the event,
for any 52-week period, the Peer Group Companies Performance is
negative, the tables in Sections 3(a), 3(b) and 3(c) shall be
interpreted such that (i) a relative performance of 87-1/2% shall
mean the Company Performance (in terms of a decline in Closing
Stock Price) declined 112-1/2% compared to the Peer Group
Companies Performance, (ii) a relative performance of 75% shall
mean the Company Performance declined 125% compared to the Peer
Group Companies Performance and (iii) a relative performance of
50% shall mean the Company Performance declined 150% compared to
the Peer Group Companies Performance. For example, if Peer Group
Companies Performance change is a negative 10% (an average
decline of 10%), and Company Performance declined 15%, 84% of
Tranche A, B or C, as the case may be, would be forfeited.
4. Code Section 83(b) Election. The Participant
shall not make an election, under Code Section 83(b), to include
in income the fair market value of the Restricted Stock in
respect of this award of Restricted Stock on the Date of Grant.
5. Sale of Restricted Stock. The Participant shall
not sell Restricted Stock except pursuant to an effective
registration statement under the Securities Act of 1933 (or
pursuant to an exemption from registration under such act), and
the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the
distribution thereof.
6. Escrow of Certificates. The certificates
representing shares of Restricted Stock shall be registered in
the name of the Participant and deposited, together with a stock
power endorsed by the Participant in blank, with the Corporate
Secretary of the Company during the Restricted Period. Each such
certificate shall bear a legend as provided by the Company,
conspicuously referring to the terms, conditions and restrictions
described in the Plan and in this Agreement. Subject to the
provisions of Section 7 below, upon termination of the Restricted<PAGE>
Period with respect to shares of Restricted Stock, a certificate
representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.
7. Withholding of Taxes. No certificates
representing the shares of Restricted Stock shall be delivered to
the Participant by the Company unless the Participant (or
Beneficiary, as defined in Section 8 below) remits to the Company
the amount of all federal, state and other governmental
withholding tax requirements imposed upon the Company with
respect to the issuance of such shares or unless provisions to so
pay such withholding requirements have been made to the
satisfaction of the Committee.
8. Beneficiary Designations. The Participant may
file with the Corporate Secretary of the Company a designation of
one or more beneficiaries (each a "Beneficiary") to whom shares
otherwise due the Participant shall be distributed in the event
of the death of the Participant while in the employ of the
Company. The Participant shall have the right to change the
Beneficiary or Beneficiaries from time to time; provided,
however, that any change shall not become effective until
received in writing by the Corporate Secretary of the Company.
If any designated Beneficiary survives the Participant but dies
before receiving all of his benefits hereunder, any remaining
benefits due him shall be distributed to the deceased
Beneficiary's estate. If there is no effective Beneficiary
designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased
such Participant, the payment of any remaining benefits shall be
made to the Participant's estate. In the event of any dispute,
the Company shall be fully protected and discharged of its
obligations under this Agreement if it delivers the shares
otherwise due a Participant to the probate court administering
his estate.
9. Limitation of Rights. Nothing in this Agreement
or the Plan shall be construed to:
(a) give the Participant any right to be awarded any
Restricted Stock other than in the sole discretion of the
Committee;
(b) give the Participant or any other person any
interest in any fund or in any specified asset or assets of the
Company or any affiliate of the Company; or
(c) confer upon the Participant the right to continue
in the employment or service of the Company or any affiliate of
the Company, or affect the right of the Company or any affiliate
of the Company to terminate the employment or service of the
Participant at any time or for any reason.
The Committee shall have the discretion to make
determinations under this Agreement and Plan, and such
determinations shall be final and binding on the Participant
except in the case of bad faith and willful misconduct.<PAGE>
10. Nonalienation of Benefits. Except as contemplated
by Section 8 above, no right or benefit under this Agreement
shall be subject to transfer, anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, whether voluntary,
involuntary, or by operation of law, and any attempt to transfer,
anticipate, alienate, sell, assign, pledge, encumber or charge
the same shall be void. No right or benefit hereunder shall in
any manner be liable for or subject to any debts, contracts,
liabilities or torts of the person entitled to such benefits. If
the Participant or his Beneficiary hereunder shall become
bankrupt or attempt to transfer, anticipate, alienate, assign,
sell, pledge, encumber or charge any right or benefit hereunder,
other than as contemplated by Section 8 above, or if any creditor
shall attempt to subject the same to a writ of garnishment,
attachment, execution, sequestration, or any other form of
process or involuntary lien or seizure, then such right or
benefit shall cease and terminate.
11. Prerequisites to Benefits. Neither the
Participant, nor any person claiming through the Participant,
shall have any right or interest in the Restricted Stock awarded
hereunder, unless and until all the terms, conditions and
provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as
specified herein.
12. Rights as a Stockholder. Subject to the
limitations and restrictions contained herein, the Participant
(or Beneficiary) shall have all rights as a stockholder with
respect to the shares of Restricted Stock once such shares have
been registered in his name hereunder.
13. 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 herein.
14. The Committee shall have sole and complete
discretion in the interpretation of this Agreement and the
determination of the Committee shall be final and binding on the
Participant except in the case of bad faith or willful
misconduct.
15. Governing Law. This Agreement shall be governed
by, construed and enforced in accordance with the laws of the
State of Delaware.
16. Gender and Number. Whenever the context requires
or permits, the gender and number of words shall be
interchangeable.
This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated
herein by reference.<PAGE>
Dated: August 23, 1996.
OCEANEERING INTERNATIONAL, INC.
By //s// George R. Haubenreich, Jr.
George R. Haubenreich, Jr.
Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
//s// T. Jay Collins
Option No. L-101 90,000 Shares
OCEANEERING INTERNATIONAL, INC.
1996 RESTRICTED STOCK AWARD INCENTIVE AGREEMENT
THIS AGREEMENT is made as of the date set forth on the
signature page hereof, between Oceaneering International, Inc., a
Delaware corporation (the "Company"), and John R. Huff (the
"Participant"). Except as defined herein, capitalized terms
shall have the same meaning ascribed to them under the 1996
Incentive Plan of Oceaneering International, Inc., as from time
to time amended, a copy of which is attached hereto and made a
part hereof for all purposes (the "Plan"). To the extent that
any provision of this Agreement conflicts with the express terms
of the Plan, it is hereby acknowledged and agreed that the terms
of the Plan shall control and, if necessary, the applicable
provisions of this Agreement shall be hereby deemed amended so as
to carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth
below shall have the following respective meanings:
(a) "Change in Control" means, with respect to the
Company, if (i) a third person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, becomes
the beneficial owner of shares of the Company having 30 percent
or more of the total number of votes that may be cast for the
election of directors of the Company, or (ii) as the result of,
or in connection with, any cash tender or exchange offer, merger
or other business combination, sale of assets or contested
election or any combination of the foregoing transactions (a
"Transaction"), the persons who were directors of the Company
before the Transaction shall cease to constitute a majority of
the Board of Directors of the Company or of any successor to the
Company. Without limiting the foregoing, no "Change of Control"
shall be deemed to have taken place for the purposes of this<PAGE>
Agreement, if a person or persons is appointed or elected as a
member(s) of the Board as a result of or in connection with a
Transaction or other event unless item (i) or (ii) above shall
also have occurred.
(b) "Closing Stock Price" means, with respect to
common stock on a particular date, (i) if the shares of common
stock are listed on a national securities exchange, the last sale
price per share of common stock on any such national securities
exchange on that date, or, if there shall have been no such sale
so reported on that date, on the last preceding date on which
such a sale was so reported and, (ii) if the shares of Common
Stock are not so listed but are quoted in the NASDAQ National
Market System, the last sale price per share of shares of common
stock reported on the NASDAQ National Market System on that date,
or, if there shall have been no such sale so reported on that
date, on the last preceding date on which such a sale was so
reported.
(c) "Disability" means a physical or mental impairment
of sufficient severity that, in the opinion of a physician
selected by the Company, the Participant is unable to fulfill his
duties.
(d) "Peer Group Companies" means Dresser Industries,
Inc., Global Industries Ltd., Halliburton Company, McDermott
International, Inc., Nabors Industries, Inc., Offshore Logistics,
Inc., J. Ray McDermott, Inc., Stolt Comex Seaway S.A., and
Tidewater, Inc. In the event any of such companies (i) shall
cease to have its common stock listed on a national securities
exchange or quoted in the NASDAQ National Market System, or (ii)
in the sole discretion of the Committee, shall be so changed as a
result of any merger, acquisition or other transaction that it no
longer is appropriate to include such company as one of the Peer
Group Companies, then the Peer Group Companies shall thereafter
not include such company for purposes of calculating any
forfeiture of Restricted Stock under this Agreement.
(e) "Peer Group Companies Performance" for any 52-week
period contemplated in Section 3 of this Agreement means, the
arithmetic average of the changes in Closing Stock Price for each
of the Peer Group Companies between the first day of such period
and the last day of such period.
2. Award. In order to encourage the Participant's
contribution to the successful performance of the Company, and in
consideration of the covenants and promises of the Participant
herein contained, pursuant to action taken by the Committee on
August 23, 1996 (the "Date of Grant"), the Company hereby awards
to the Participant as of the Date of Grant a total of 90,000
shares of Common Stock, pursuant to the Plan, subject to the
conditions and restrictions set forth below and in the Plan (the
"Restricted Stock").
3. Restrictions on Transfer. The shares of
Restricted Stock granted hereunder to the Participant may not be
sold, assigned, transferred, pledged or otherwise encumbered from
the Date of Grant until said shares shall have become vested and<PAGE>
not otherwise subject to forfeiture (and restrictions terminated
thereon) in accordance with the provisions of this Paragraph 3.
(The period of time between the Date of Grant and the vesting of
shares of Restricted Stock shall be referred to herein as the
"Restricted Period" as to those shares of stock.) The Restricted
Stock awarded hereunder shall be divided into three tranches, of
an equal number of shares, with Tranche A containing 30,000
shares, Tranche B containing 30,000 shares and Tranche C
containing 30,000 shares. The shares of Restricted Stock shall
be treated as described below for purposes of forfeiture, vesting
and other terms and conditions of this Agreement:
(a) Tranche A: The shares of Restricted Stock in
Tranche A shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock ("Company Performance")
for the 52-week period referred to below fails to meet the levels
of Peer Group Companies Performance indicated in the columnar
presentation below for such period, with linear interpolation to
be used between these designated points (rounded to the nearest
whole share of Common Stock); provided, however, that if net
income for the Company for its fiscal year ending immediately
prior to June 27, 1997 is not positive, all of Tranche A shall be
forfeited. Determination of changes shall be made by comparing
the Closing Stock Prices of the Company and the Peer Group
Companies on June 28, 1996, to the Closing Stock Prices on the
last trading day of each calendar week for each of such companies
for the period ended June 27, 1997.
Percentage of
Company Performance as Percentage Restricted Stock
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%
(b) Tranche B: The shares of Restricted Stock in
Tranche B shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock for the 104-week period
referred to below fails to meet the levels of Peer Group
Companies Performance indicated in the columnar presentation
below for such period, with linear interpolation to be used
between these designated points (rounded to the nearest whole
share of Common Stock); provided, however, that if net income for
the Company for its fiscal year ending immediately prior to June
26, 1998 is not positive, all of Tranche B shall be forfeited.
Determination of changes shall be made by comparing the Closing
Stock Prices of the Company and the Peer Group Companies on June
28, 1996 to the Closing Stock Prices on the last trading day of
each calendar week for each of such companies for the period
ended June 26, 1998.
Percentage of
Company Performance as Percentage Restricted Stock
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%<PAGE>
50% 84%
Less than 50% 100%
(c) Tranche C: The shares of Restricted Stock in
Tranche C shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock for the 156-week period
referred to below fails to meet the levels of Peer Group
Companies Performance indicated in the columnar presentation
below for such period, with linear interpolation to be used
between these designated points (rounded to the nearest whole
share of Common Stock); provided, however, that if net income for
the Company for its fiscal year ending immediately prior to June
25, 1999 is not positive, all of Tranche C shall be forfeited.
Determination of changes shall be made by comparing the Closing
Stock Prices of the Company and the Peer Group Companies on June
28, 1996 to the Closing Stock Prices on the last trading day of
each calendar week for each of such companies for the period
ended June 25, 1999.
Percentage of
Company Performance as Percentage Restricted Stock
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%
(d) Vesting of Common Stock: The shares of Tranche A
Restricted Stock not forfeited by reason of failure to meet the
conditions set forth in paragraph (a) above, shall vest 25% on
June 26, 1998, 25% on June 25, 1999, 25% on June 23, 2000 and a
final 25% on June 22, 2001. The shares of Tranche B Restricted
Stock not forfeited by reason of failure to meet the conditions
set forth in paragraph (b) above, shall vest 25% on June 25,
1999, 25% on June 23, 2000, 25% on June 22, 2001 and a final 25%
on June 21, 2002. The shares of Tranche C Restricted Stock not
forfeited by reason of failure to meet the conditions set forth
in paragraph (c) above, shall vest 25% on June 23, 2000, 25% on
June 22, 2001, 25% on June 21, 2002 and a final 25% on June 20,
2003. The determination of Company Performance, Peer Group
Companies Performance and the percentage of Restricted Stock
forfeited shall be certified to by the Committee prior to the
removal of any restrictions with respect to the Restricted Stock.
Upon termination of a Participant's employment (with or without
cause, voluntary, involuntary or for any reason whatsoever except
as provided in Sections 3(f) and 3(g)), all Restricted Stock for
which the conditions of the applicable provisions of paragraphs
(a), (b) or (c) and this paragraph (d) have not been satisfied as
of the date of such termination of employment shall be forfeited.
(e) Tax Reimbursement: Within 10 days after the
expiration of the Restricted Period with respect to a particular
share of Restricted Stock, the Company shall pay to the
Participant an amount sufficient to provide for the payment of
all United States federal income taxes imposed with respect to
Participant's acquisition of such share, as well as an amount
sufficient to reimburse Participant for the tax obligation on
such amounts so that Participant is paid an amount as a tax<PAGE>
assistance payment by the Company sufficient to fund all of his
income taxes on both the share of Restricted Stock and the tax
assistance payment. In the event the Participant is not at the
time a tax assistance payment is to be made subject to United
States income tax, such tax assistance payment shall be computed
by reference to the income tax of the laws of the country to
which the participant is subject; provided, however, that such
tax assistance payment shall not exceed the amount that would
have been payable if the Participant were subject solely to
United States income tax. No United States state (or equivalent
foreign) income taxes will be considered in determining tax
assistance payments. The Committee shall have sole and complete
discretion in the calculation of tax assistance payments, and the
determination of the Committee shall be final and binding on the
Participant except in the case of bad faith or willful
misconduct. In computing the tax assistance payment, it shall be
assumed that the Participant is at the maximum marginal tax rate
for individual taxpayers. Subject to Section 3(f), in the event
a Participant sells any share of Restricted Stock within three
years after expiration of the Restricted Period with respect to
such Restricted Stock, the Participant shall immediately pay to
the Company the amount of the tax assistance payment previously
received by the Participant from the Company with respect to such
share.
(f) Effect of Change in Control: In the event a
Change in Control occurs prior to the time that the conditions of
the applicable of paragraphs (a), (b) or (c) and paragraph (d)
above have been satisfied with respect to a share of Restricted
Stock, and upon such Change in Control if a share of Restricted
Stock has not theretofore been forfeited, the requirements of
paragraphs (a), (b), (c) and (d) above shall be deemed to have
been satisfied on the date of such Change of Control, and tax
assistance payments shall be made with respect to such shares
within 10 days thereafter.
(g) Effect of Death or Disability. In the event of
the death or Disability of the Participant while employed by the
Company, the conditions of the applicable of paragraphs (a), (b)
or (c) and paragraph (d) with respect to any shares of Restricted
Stock not previously forfeited by the Participant shall be deemed
immediately satisfied and tax assistance payments shall be made
by Company to Participants with respect to such event within 30
days thereafter.
(h) Dividends: Dividends (other than dividends in
capital stock) with respect to shares of Restricted Stock shall
be paid to the Participant without regard to the restrictions
otherwise applicable to such shares. Dividends in capital stock
of the Company shall accumulate and be associated with the
Restricted Stock to which they relate and shall vest at the time
such Restricted Stock vests.
(i) Voting of Common Stock: A Participant shall have
the right to exercise any voting rights appurtenant to Restricted
Stock without regard to any restrictions otherwise imposed by
reason of this Agreement.<PAGE>
(j) Interpretation of Market Declines. In the event,
for any 52-week period, the Peer Group Companies Performance is
negative, the tables in Sections 3(a), 3(b) and 3(c) shall be
interpreted such that (i) a relative performance of 87-1/2% shall
mean the Company Performance (in terms of a decline in Closing
Stock Price) declined 112-1/2% compared to the Peer Group
Companies Performance, (ii) a relative performance of 75% shall
mean the Company Performance declined 125% compared to the Peer
Group Companies Performance and (iii) a relative performance of
50% shall mean the Company Performance declined 150% compared to
the Peer Group Companies Performance. For example, if Peer Group
Companies Performance change is a negative 10% (an average
decline of 10%), and Company Performance declined 15%, 84% of
Tranche A, B or C, as the case may be, would be forfeited.
4. Code Section 83(b) Election. The Participant
shall not make an election, under Code Section 83(b), to include
in income the fair market value of the Restricted Stock in
respect of this award of Restricted Stock on the Date of Grant.
5. Sale of Restricted Stock. The Participant shall
not sell Restricted Stock except pursuant to an effective
registration statement under the Securities Act of 1933 (or
pursuant to an exemption from registration under such act), and
the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the
distribution thereof.
6. Escrow of Certificates. The certificates
representing shares of Restricted Stock shall be registered in
the name of the Participant and deposited, together with a stock
power endorsed by the Participant in blank, with the Corporate
Secretary of the Company during the Restricted Period. Each such
certificate shall bear a legend as provided by the Company,
conspicuously referring to the terms, conditions and restrictions
described in the Plan and in this Agreement. Subject to the
provisions of Section 7 below, upon termination of the Restricted
Period with respect to shares of Restricted Stock, a certificate
representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.
7. Withholding of Taxes. No certificates
representing the shares of Restricted Stock shall be delivered to
the Participant by the Company unless the Participant (or
Beneficiary, as defined in Section 8 below) remits to the Company
the amount of all federal, state and other governmental
withholding tax requirements imposed upon the Company with
respect to the issuance of such shares or unless provisions to so
pay such withholding requirements have been made to the
satisfaction of the Committee.
8. Beneficiary Designations. The Participant may
file with the Corporate Secretary of the Company a designation of
one or more beneficiaries (each a "Beneficiary") to whom shares
otherwise due the Participant shall be distributed in the event
of the death of the Participant while in the employ of the
Company. The Participant shall have the right to change the
Beneficiary or Beneficiaries from time to time; provided,<PAGE>
however, that any change shall not become effective until
received in writing by the Corporate Secretary of the Company.
If any designated Beneficiary survives the Participant but dies
before receiving all of his benefits hereunder, any remaining
benefits due him shall be distributed to the deceased
Beneficiary's estate. If there is no effective Beneficiary
designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased
such Participant, the payment of any remaining benefits shall be
made to the Participant's estate. In the event of any dispute,
the Company shall be fully protected and discharged of its
obligations under this Agreement if it delivers the shares
otherwise due a Participant to the probate court administering
his estate.
9. Limitation of Rights. Nothing in this Agreement
or the Plan shall be construed to:
(a) give the Participant any right to be awarded any
Restricted Stock other than in the sole discretion of the
Committee;
(b) give the Participant or any other person any
interest in any fund or in any specified asset or assets of the
Company or any affiliate of the Company; or
(c) confer upon the Participant the right to continue
in the employment or service of the Company or any affiliate of
the Company, or affect the right of the Company or any affiliate
of the Company to terminate the employment or service of the
Participant at any time or for any reason.
The Committee shall have the discretion to make
determinations under this Agreement and Plan, and such
determinations shall be final and binding on the Participant
except in the case of bad faith and willful misconduct.
10. Nonalienation of Benefits. Except as contemplated
by Section 8 above, no right or benefit under this Agreement
shall be subject to transfer, anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, whether voluntary,
involuntary, or by operation of law, and any attempt to transfer,
anticipate, alienate, sell, assign, pledge, encumber or charge
the same shall be void. No right or benefit hereunder shall in
any manner be liable for or subject to any debts, contracts,
liabilities or torts of the person entitled to such benefits. If
the Participant or his Beneficiary hereunder shall become
bankrupt or attempt to transfer, anticipate, alienate, assign,
sell, pledge, encumber or charge any right or benefit hereunder,
other than as contemplated by Section 8 above, or if any creditor
shall attempt to subject the same to a writ of garnishment,
attachment, execution, sequestration, or any other form of
process or involuntary lien or seizure, then such right or
benefit shall cease and terminate.
11. Prerequisites to Benefits. Neither the
Participant, nor any person claiming through the Participant,
shall have any right or interest in the Restricted Stock awarded<PAGE>
hereunder, unless and until all the terms, conditions and
provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as
specified herein.
12. Rights as a Stockholder. Subject to the
limitations and restrictions contained herein, the Participant
(or Beneficiary) shall have all rights as a stockholder with
respect to the shares of Restricted Stock once such shares have
been registered in his name hereunder.
13. 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 herein.
14. The Committee shall have sole and complete
discretion in the interpretation of this Agreement and the
determination of the Committee shall be final and binding on the
Participant except in the case of bad faith or willful
misconduct.
15. Governing Law. This Agreement shall be governed
by, construed and enforced in accordance with the laws of the
State of Delaware.
16. Gender and Number. Whenever the context requires
or permits, the gender and number of words shall be
interchangeable.
This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated
herein by reference.
Dated: August 23, 1996.
OCEANEERING INTERNATIONAL, INC.
By //s// George R. Haubenreich, Jr.
George R. Haubenreich, Jr.
Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
//s// John R. Huff<PAGE>
Option No. L-105 21,000 Shares
OCEANEERING INTERNATIONAL, INC.
1996 RESTRICTED STOCK AWARD INCENTIVE AGREEMENT
THIS AGREEMENT is made as of the date set forth on the
signature page hereof, between Oceaneering International, Inc., a
Delaware corporation (the "Company"), and Marvin J. Migura (the
"Participant"). Except as defined herein, capitalized terms
shall have the same meaning ascribed to them under the 1996
Incentive Plan of Oceaneering International, Inc., as from time
to time amended, a copy of which is attached hereto and made a
part hereof for all purposes (the "Plan"). To the extent that
any provision of this Agreement conflicts with the express terms
of the Plan, it is hereby acknowledged and agreed that the terms
of the Plan shall control and, if necessary, the applicable
provisions of this Agreement shall be hereby deemed amended so as
to carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth
below shall have the following respective meanings:
(a) "Change in Control" means, with respect to the
Company, if (i) a third person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, becomes
the beneficial owner of shares of the Company having 30 percent
or more of the total number of votes that may be cast for the
election of directors of the Company, or (ii) as the result of,
or in connection with, any cash tender or exchange offer, merger
or other business combination, sale of assets or contested
election or any combination of the foregoing transactions (a
"Transaction"), the persons who were directors of the Company
before the Transaction shall cease to constitute a majority of
the Board of Directors of the Company or of any successor to the
Company. Without limiting the foregoing, no "Change of Control"
shall be deemed to have taken place for the purposes of this
Agreement, if a person or persons is appointed or elected as a
member(s) of the Board as a result of or in connection with a
Transaction or other event unless item (i) or (ii) above shall
also have occurred.
(b) "Closing Stock Price" means, with respect to
common stock on a particular date, (i) if the shares of common
stock are listed on a national securities exchange, the last sale
price per share of common stock on any such national securities
exchange on that date, or, if there shall have been no such sale
so reported on that date, on the last preceding date on which
such a sale was so reported and, (ii) if the shares of Common
Stock are not so listed but are quoted in the NASDAQ National
Market System, the last sale price per share of shares of common
stock reported on the NASDAQ National Market System on that date,
or, if there shall have been no such sale so reported on that
date, on the last preceding date on which such a sale was so
reported.
(c) "Disability" means a physical or mental impairment
of sufficient severity that, in the opinion of a physician<PAGE>
selected by the Company, the Participant is unable to fulfill his
duties.
(d) "Peer Group Companies" means Dresser Industries,
Inc., Global Industries Ltd., Halliburton Company, McDermott
International, Inc., Nabors Industries, Inc., Offshore Logistics,
Inc., J. Ray McDermott, Inc., Stolt Comex Seaway S.A., and
Tidewater, Inc. In the event any of such companies (i) shall
cease to have its common stock listed on a national securities
exchange or quoted in the NASDAQ National Market System, or (ii)
in the sole discretion of the Committee, shall be so changed as a
result of any merger, acquisition or other transaction that it no
longer is appropriate to include such company as one of the Peer
Group Companies, then the Peer Group Companies shall thereafter
not include such company for purposes of calculating any
forfeiture of Restricted Stock under this Agreement.
(e) "Peer Group Companies Performance" for any 52-week
period contemplated in Section 3 of this Agreement means, the
arithmetic average of the changes in Closing Stock Price for each
of the Peer Group Companies between the first day of such period
and the last day of such period.
2. Award. In order to encourage the Participant's
contribution to the successful performance of the Company, and in
consideration of the covenants and promises of the Participant
herein contained, pursuant to action taken by the Committee on
August 23, 1996 (the "Date of Grant"), the Company hereby awards
to the Participant as of the Date of Grant a total of 21,000
shares of Common Stock, pursuant to the Plan, subject to the
conditions and restrictions set forth below and in the Plan (the
"Restricted Stock").
3. Restrictions on Transfer. The shares of
Restricted Stock granted hereunder to the Participant may not be
sold, assigned, transferred, pledged or otherwise encumbered from
the Date of Grant until said shares shall have become vested and
not otherwise subject to forfeiture (and restrictions terminated
thereon) in accordance with the provisions of this Paragraph 3.
(The period of time between the Date of Grant and the vesting of
shares of Restricted Stock shall be referred to herein as the
"Restricted Period" as to those shares of stock.) The Restricted
Stock awarded hereunder shall be divided into three tranches, of
an equal number of shares, with Tranche A containing 7,000
shares, Tranche B containing 7,000 shares and Tranche C
containing 7,000 shares. The shares of Restricted Stock shall be
treated as described below for purposes of forfeiture, vesting
and other terms and conditions of this Agreement:
(a) Tranche A: The shares of Restricted Stock in
Tranche A shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock ("Company Performance")
for the 52-week period referred to below fails to meet the levels
of Peer Group Companies Performance indicated in the columnar
presentation below for such period, with linear interpolation to
be used between these designated points (rounded to the nearest
whole share of Common Stock); provided, however, that if net<PAGE>
income for the Company for its fiscal year ending immediately
prior to June 27, 1997 is not positive, all of Tranche A shall be
forfeited. Determination of changes shall be made by comparing
the Closing Stock Prices of the Company and the Peer Group
Companies on June 28, 1996, to the Closing Stock Prices on the
last trading day of each calendar week for each of such companies
for the period ended June 27, 1997.
Percentage of
Company Performance as Percentage Restricted Stock
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%
(b) Tranche B: The shares of Restricted Stock in
Tranche B shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock for the 104-week period
referred to below fails to meet the levels of Peer Group
Companies Performance indicated in the columnar presentation
below for such period, with linear interpolation to be used
between these designated points (rounded to the nearest whole
share of Common Stock); provided, however, that if net income for
the Company for its fiscal year ending immediately prior to June
26, 1998 is not positive, all of Tranche B shall be forfeited.
Determination of changes shall be made by comparing the Closing
Stock Prices of the Company and the Peer Group Companies on June
28, 1996 to the Closing Stock Prices on the last trading day of
each calendar week for each of such companies for the period
ended June 26, 1998.
Percentage of
Company Performance as Percentage Restricted Stock
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%
(c) Tranche C: The shares of Restricted Stock in
Tranche C shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock for the 156-week period
referred to below fails to meet the levels of Peer Group
Companies Performance indicated in the columnar presentation
below for such period, with linear interpolation to be used
between these designated points (rounded to the nearest whole
share of Common Stock); provided, however, that if net income for
the Company for its fiscal year ending immediately prior to June
25, 1999 is not positive, all of Tranche C shall be forfeited.
Determination of changes shall be made by comparing the Closing
Stock Prices of the Company and the Peer Group Companies on June
28, 1996 to the Closing Stock Prices on the last trading day of
each calendar week for each of such companies for the period
ended June 25, 1999.
Percentage of
Company Performance as Percentage Restricted Stock<PAGE>
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%
(d) Vesting of Common Stock: The shares of Tranche A
Restricted Stock not forfeited by reason of failure to meet the
conditions set forth in paragraph (a) above, shall vest 25% on
June 26, 1998, 25% on June 25, 1999, 25% on June 23, 2000 and a
final 25% on June 22, 2001. The shares of Tranche B Restricted
Stock not forfeited by reason of failure to meet the conditions
set forth in paragraph (b) above, shall vest 25% on June 25,
1999, 25% on June 23, 2000, 25% on June 22, 2001 and a final 25%
on June 21, 2002. The shares of Tranche C Restricted Stock not
forfeited by reason of failure to meet the conditions set forth
in paragraph (c) above, shall vest 25% on June 23, 2000, 25% on
June 22, 2001, 25% on June 21, 2002 and a final 25% on June 20,
2003. The determination of Company Performance, Peer Group
Companies Performance and the percentage of Restricted Stock
forfeited shall be certified to by the Committee prior to the
removal of any restrictions with respect to the Restricted Stock.
Upon termination of a Participant's employment (with or without
cause, voluntary, involuntary or for any reason whatsoever except
as provided in Sections 3(f) and 3(g)), all Restricted Stock for
which the conditions of the applicable provisions of paragraphs
(a), (b) or (c) and this paragraph (d) have not been satisfied as
of the date of such termination of employment shall be forfeited.
(e) Tax Reimbursement: Within 10 days after the
expiration of the Restricted Period with respect to a particular
share of Restricted Stock, the Company shall pay to the
Participant an amount sufficient to provide for the payment of
all United States federal income taxes imposed with respect to
Participant's acquisition of such share, as well as an amount
sufficient to reimburse Participant for the tax obligation on
such amounts so that Participant is paid an amount as a tax
assistance payment by the Company sufficient to fund all of his
income taxes on both the share of Restricted Stock and the tax
assistance payment. In the event the Participant is not at the
time a tax assistance payment is to be made subject to United
States income tax, such tax assistance payment shall be computed
by reference to the income tax of the laws of the country to
which the participant is subject; provided, however, that such
tax assistance payment shall not exceed the amount that would
have been payable if the Participant were subject solely to
United States income tax. No United States state (or equivalent
foreign) income taxes will be considered in determining tax
assistance payments. The Committee shall have sole and complete
discretion in the calculation of tax assistance payments, and the
determination of the Committee shall be final and binding on the
Participant except in the case of bad faith or willful
misconduct. In computing the tax assistance payment, it shall be
assumed that the Participant is at the maximum marginal tax rate
for individual taxpayers. Subject to Section 3(f), in the event
a Participant sells any share of Restricted Stock within three
years after expiration of the Restricted Period with respect to<PAGE>
such Restricted Stock, the Participant shall immediately pay to
the Company the amount of the tax assistance payment previously
received by the Participant from the Company with respect to such
share.
(f) Effect of Change in Control: In the event a
Change in Control occurs prior to the time that the conditions of
the applicable of paragraphs (a), (b) or (c) and paragraph (d)
above have been satisfied with respect to a share of Restricted
Stock, and upon such Change in Control if a share of Restricted
Stock has not theretofore been forfeited, the requirements of
paragraphs (a), (b), (c) and (d) above shall be deemed to have
been satisfied on the date of such Change of Control, and tax
assistance payments shall be made with respect to such shares
within 10 days thereafter.
(g) Effect of Death or Disability. In the event of
the death or Disability of the Participant while employed by the
Company, the conditions of the applicable of paragraphs (a), (b)
or (c) and paragraph (d) with respect to any shares of Restricted
Stock not previously forfeited by the Participant shall be deemed
immediately satisfied and tax assistance payments shall be made
by Company to Participants with respect to such event within 30
days thereafter.
(h) Dividends: Dividends (other than dividends in
capital stock) with respect to shares of Restricted Stock shall
be paid to the Participant without regard to the restrictions
otherwise applicable to such shares. Dividends in capital stock
of the Company shall accumulate and be associated with the
Restricted Stock to which they relate and shall vest at the time
such Restricted Stock vests.
(i) Voting of Common Stock: A Participant shall have
the right to exercise any voting rights appurtenant to Restricted
Stock without regard to any restrictions otherwise imposed by
reason of this Agreement.
(j) Interpretation of Market Declines. In the event,
for any 52-week period, the Peer Group Companies Performance is
negative, the tables in Sections 3(a), 3(b) and 3(c) shall be
interpreted such that (i) a relative performance of 87-1/2% shall
mean the Company Performance (in terms of a decline in Closing
Stock Price) declined 112-1/2% compared to the Peer Group
Companies Performance, (ii) a relative performance of 75% shall
mean the Company Performance declined 125% compared to the Peer
Group Companies Performance and (iii) a relative performance of
50% shall mean the Company Performance declined 150% compared to
the Peer Group Companies Performance. For example, if Peer Group
Companies Performance change is a negative 10% (an average
decline of 10%), and Company Performance declined 15%, 84% of
Tranche A, B or C, as the case may be, would be forfeited.
4. Code Section 83(b) Election. The Participant
shall not make an election, under Code Section 83(b), to include
in income the fair market value of the Restricted Stock in
respect of this award of Restricted Stock on the Date of Grant.<PAGE>
5. Sale of Restricted Stock. The Participant shall
not sell Restricted Stock except pursuant to an effective
registration statement under the Securities Act of 1933 (or
pursuant to an exemption from registration under such act), and
the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the
distribution thereof.
6. Escrow of Certificates. The certificates
representing shares of Restricted Stock shall be registered in
the name of the Participant and deposited, together with a stock
power endorsed by the Participant in blank, with the Corporate
Secretary of the Company during the Restricted Period. Each such
certificate shall bear a legend as provided by the Company,
conspicuously referring to the terms, conditions and restrictions
described in the Plan and in this Agreement. Subject to the
provisions of Section 7 below, upon termination of the Restricted
Period with respect to shares of Restricted Stock, a certificate
representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.
7. Withholding of Taxes. No certificates
representing the shares of Restricted Stock shall be delivered to
the Participant by the Company unless the Participant (or
Beneficiary, as defined in Section 8 below) remits to the Company
the amount of all federal, state and other governmental
withholding tax requirements imposed upon the Company with
respect to the issuance of such shares or unless provisions to so
pay such withholding requirements have been made to the
satisfaction of the Committee.
8. Beneficiary Designations. The Participant may
file with the Corporate Secretary of the Company a designation of
one or more beneficiaries (each a "Beneficiary") to whom shares
otherwise due the Participant shall be distributed in the event
of the death of the Participant while in the employ of the
Company. The Participant shall have the right to change the
Beneficiary or Beneficiaries from time to time; provided,
however, that any change shall not become effective until
received in writing by the Corporate Secretary of the Company.
If any designated Beneficiary survives the Participant but dies
before receiving all of his benefits hereunder, any remaining
benefits due him shall be distributed to the deceased
Beneficiary's estate. If there is no effective Beneficiary
designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased
such Participant, the payment of any remaining benefits shall be
made to the Participant's estate. In the event of any dispute,
the Company shall be fully protected and discharged of its
obligations under this Agreement if it delivers the shares
otherwise due a Participant to the probate court administering
his estate.
9. Limitation of Rights. Nothing in this Agreement
or the Plan shall be construed to:
(a) give the Participant any right to be awarded any
Restricted Stock other than in the sole discretion of the<PAGE>
Committee;
(b) give the Participant or any other person any
interest in any fund or in any specified asset or assets of the
Company or any affiliate of the Company; or
(c) confer upon the Participant the right to continue
in the employment or service of the Company or any affiliate of
the Company, or affect the right of the Company or any affiliate
of the Company to terminate the employment or service of the
Participant at any time or for any reason.
The Committee shall have the discretion to make
determinations under this Agreement and Plan, and such
determinations shall be final and binding on the Participant
except in the case of bad faith and willful misconduct.
10. Nonalienation of Benefits. Except as contemplated
by Section 8 above, no right or benefit under this Agreement
shall be subject to transfer, anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, whether voluntary,
involuntary, or by operation of law, and any attempt to transfer,
anticipate, alienate, sell, assign, pledge, encumber or charge
the same shall be void. No right or benefit hereunder shall in
any manner be liable for or subject to any debts, contracts,
liabilities or torts of the person entitled to such benefits. If
the Participant or his Beneficiary hereunder shall become
bankrupt or attempt to transfer, anticipate, alienate, assign,
sell, pledge, encumber or charge any right or benefit hereunder,
other than as contemplated by Section 8 above, or if any creditor
shall attempt to subject the same to a writ of garnishment,
attachment, execution, sequestration, or any other form of
process or involuntary lien or seizure, then such right or
benefit shall cease and terminate.
11. Prerequisites to Benefits. Neither the
Participant, nor any person claiming through the Participant,
shall have any right or interest in the Restricted Stock awarded
hereunder, unless and until all the terms, conditions and
provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as
specified herein.
12. Rights as a Stockholder. Subject to the
limitations and restrictions contained herein, the Participant
(or Beneficiary) shall have all rights as a stockholder with
respect to the shares of Restricted Stock once such shares have
been registered in his name hereunder.
13. 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 herein.
14. The Committee shall have sole and complete<PAGE>
discretion in the interpretation of this Agreement and the
determination of the Committee shall be final and binding on the
Participant except in the case of bad faith or willful
misconduct.
15. Governing Law. This Agreement shall be governed
by, construed and enforced in accordance with the laws of the
State of Delaware.
16. Gender and Number. Whenever the context requires
or permits, the gender and number of words shall be
interchangeable.
This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated
herein by reference.
Dated: August 23, 1996.
OCEANEERING INTERNATIONAL, INC.
By //s// George R. Haubenreich, Jr.
George R. Haubenreich, Jr.
Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
//s// Marvin J. Migura<PAGE>
Option No. L-110 9,000 Shares
OCEANEERING INTERNATIONAL, INC.
1996 RESTRICTED STOCK AWARD INCENTIVE AGREEMENT
THIS AGREEMENT is made as of the date set forth on the
signature page hereof, between Oceaneering International, Inc., a
Delaware corporation (the "Company"), and Richard V. Chidlow
(the "Participant"). Except as defined herein, capitalized terms
shall have the same meaning ascribed to them under the 1996
Incentive Plan of Oceaneering International, Inc., as from time
to time amended, a copy of which is attached hereto and made a
part hereof for all purposes (the "Plan"). To the extent that
any provision of this Agreement conflicts with the express terms
of the Plan, it is hereby acknowledged and agreed that the terms
of the Plan shall control and, if necessary, the applicable
provisions of this Agreement shall be hereby deemed amended so as
to carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth
below shall have the following respective meanings:
(a) "Change in Control" means, with respect to the
Company, if (i) a third person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, becomes
the beneficial owner of shares of the Company having 30 percent
or more of the total number of votes that may be cast for the
election of directors of the Company, or (ii) as the result of,
or in connection with, any cash tender or exchange offer, merger
or other business combination, sale of assets or contested
election or any combination of the foregoing transactions (a
"Transaction"), the persons who were directors of the Company
before the Transaction shall cease to constitute a majority of
the Board of Directors of the Company or of any successor to the
Company. Without limiting the foregoing, no "Change of Control"
shall be deemed to have taken place for the purposes of this
Agreement, if a person or persons is appointed or elected as a
member(s) of the Board as a result of or in connection with a
Transaction or other event unless item (i) or (ii) above shall
also have occurred.
(b) "Closing Stock Price" means, with respect to
common stock on a particular date, (i) if the shares of common
stock are listed on a national securities exchange, the last sale
price per share of common stock on any such national securities
exchange on that date, or, if there shall have been no such sale
so reported on that date, on the last preceding date on which
such a sale was so reported and, (ii) if the shares of Common
Stock are not so listed but are quoted in the NASDAQ National
Market System, the last sale price per share of shares of common
stock reported on the NASDAQ National Market System on that date,
or, if there shall have been no such sale so reported on that
date, on the last preceding date on which such a sale was so
reported.
(c) "Disability" means a physical or mental impairment
of sufficient severity that, in the opinion of a physician<PAGE>
selected by the Company, the Participant is unable to fulfill his
duties.
(d) "Peer Group Companies" means Dresser Industries,
Inc., Global Industries Ltd., Halliburton Company, McDermott
International, Inc., Nabors Industries, Inc., Offshore Logistics,
Inc., J. Ray McDermott, Inc., Stolt Comex Seaway S.A., and
Tidewater, Inc. In the event any of such companies (i) shall
cease to have its common stock listed on a national securities
exchange or quoted in the NASDAQ National Market System, or (ii)
in the sole discretion of the Committee, shall be so changed as a
result of any merger, acquisition or other transaction that it no
longer is appropriate to include such company as one of the Peer
Group Companies, then the Peer Group Companies shall thereafter
not include such company for purposes of calculating any
forfeiture of Restricted Stock under this Agreement.
(e) "Peer Group Companies Performance" for any 52-week
period contemplated in Section 3 of this Agreement means, the
arithmetic average of the changes in Closing Stock Price for each
of the Peer Group Companies between the first day of such period
and the last day of such period.
2. Award. In order to encourage the Participant's
contribution to the successful performance of the Company, and in
consideration of the covenants and promises of the Participant
herein contained, pursuant to action taken by the Committee on
August 23, 1996 (the "Date of Grant"), the Company hereby awards
to the Participant as of the Date of Grant a total of 9,000
shares of Common Stock, pursuant to the Plan, subject to the
conditions and restrictions set forth below and in the Plan (the
"Restricted Stock").
3. Restrictions on Transfer. The shares of
Restricted Stock granted hereunder to the Participant may not be
sold, assigned, transferred, pledged or otherwise encumbered from
the Date of Grant until said shares shall have become vested and
not otherwise subject to forfeiture (and restrictions terminated
thereon) in accordance with the provisions of this Paragraph 3.
(The period of time between the Date of Grant and the vesting of
shares of Restricted Stock shall be referred to herein as the
"Restricted Period" as to those shares of stock.) The Restricted
Stock awarded hereunder shall be divided into three tranches, of
an equal number of shares, with Tranche A containing 3,000
shares, Tranche B containing 3,000 shares and Tranche C
containing 3,000 shares. The shares of Restricted Stock shall be
treated as described below for purposes of forfeiture, vesting
and other terms and conditions of this Agreement:
(a) Tranche A: The shares of Restricted Stock in
Tranche A shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock ("Company Performance")
for the 52-week period referred to below fails to meet the levels
of Peer Group Companies Performance indicated in the columnar
presentation below for such period, with linear interpolation to
be used between these designated points (rounded to the nearest
whole share of Common Stock); provided, however, that if net<PAGE>
income for the Company for its fiscal year ending immediately
prior to June 27, 1997 is not positive, all of Tranche A shall be
forfeited. Determination of changes shall be made by comparing
the Closing Stock Prices of the Company and the Peer Group
Companies on June 28, 1996, to the Closing Stock Prices on the
last trading day of each calendar week for each of such companies
for the period ended June 27, 1997.
Percentage of
Company Performance as Percentage Restricted Stock
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%
(b) Tranche B: The shares of Restricted Stock in
Tranche B shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock for the 104-week period
referred to below fails to meet the levels of Peer Group
Companies Performance indicated in the columnar presentation
below for such period, with linear interpolation to be used
between these designated points (rounded to the nearest whole
share of Common Stock); provided, however, that if net income for
the Company for its fiscal year ending immediately prior to June
26, 1998 is not positive, all of Tranche B shall be forfeited.
Determination of changes shall be made by comparing the Closing
Stock Prices of the Company and the Peer Group Companies on June
28, 1996 to the Closing Stock Prices on the last trading day of
each calendar week for each of such companies for the period
ended June 26, 1998.
Percentage of
Company Performance as Percentage Restricted Stock
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%
(c) Tranche C: The shares of Restricted Stock in
Tranche C shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock for the 156-week period
referred to below fails to meet the levels of Peer Group
Companies Performance indicated in the columnar presentation
below for such period, with linear interpolation to be used
between these designated points (rounded to the nearest whole
share of Common Stock); provided, however, that if net income for
the Company for its fiscal year ending immediately prior to June
25, 1999 is not positive, all of Tranche C shall be forfeited.
Determination of changes shall be made by comparing the Closing
Stock Prices of the Company and the Peer Group Companies on June
28, 1996 to the Closing Stock Prices on the last trading day of
each calendar week for each of such companies for the period
ended June 25, 1999.
Percentage of
Company Performance as Percentage Restricted Stock<PAGE>
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%
(d) Vesting of Common Stock: The shares of Tranche A
Restricted Stock not forfeited by reason of failure to meet the
conditions set forth in paragraph (a) above, shall vest 25% on
June 26, 1998, 25% on June 25, 1999, 25% on June 23, 2000 and a
final 25% on June 22, 2001. The shares of Tranche B Restricted
Stock not forfeited by reason of failure to meet the conditions
set forth in paragraph (b) above, shall vest 25% on June 25,
1999, 25% on June 23, 2000, 25% on June 22, 2001 and a final 25%
on June 21, 2002. The shares of Tranche C Restricted Stock not
forfeited by reason of failure to meet the conditions set forth
in paragraph (c) above, shall vest 25% on June 23, 2000, 25% on
June 22, 2001, 25% on June 21, 2002 and a final 25% on June 20,
2003. The determination of Company Performance, Peer Group
Companies Performance and the percentage of Restricted Stock
forfeited shall be certified to by the Committee prior to the
removal of any restrictions with respect to the Restricted Stock.
Upon termination of a Participant's employment (with or without
cause, voluntary, involuntary or for any reason whatsoever except
as provided in Sections 3(f) and 3(g)), all Restricted Stock for
which the conditions of the applicable provisions of paragraphs
(a), (b) or (c) and this paragraph (d) have not been satisfied as
of the date of such termination of employment shall be forfeited.
(e) Tax Reimbursement: Within 10 days after the
expiration of the Restricted Period with respect to a particular
share of Restricted Stock, the Company shall pay to the
Participant an amount sufficient to provide for the payment of
all United States federal income taxes imposed with respect to
Participant's acquisition of such share, as well as an amount
sufficient to reimburse Participant for the tax obligation on
such amounts so that Participant is paid an amount as a tax
assistance payment by the Company sufficient to fund all of his
income taxes on both the share of Restricted Stock and the tax
assistance payment. In the event the Participant is not at the
time a tax assistance payment is to be made subject to United
States income tax, such tax assistance payment shall be computed
by reference to the income tax of the laws of the country to
which the participant is subject; provided, however, that such
tax assistance payment shall not exceed the amount that would
have been payable if the Participant were subject solely to
United States income tax. No United States state (or equivalent
foreign) income taxes will be considered in determining tax
assistance payments. The Committee shall have sole and complete
discretion in the calculation of tax assistance payments, and the
determination of the Committee shall be final and binding on the
Participant except in the case of bad faith or willful
misconduct. In computing the tax assistance payment, it shall be
assumed that the Participant is at the maximum marginal tax rate
for individual taxpayers. Subject to Section 3(f), in the event
a Participant sells any share of Restricted Stock within three
years after expiration of the Restricted Period with respect to<PAGE>
such Restricted Stock, the Participant shall immediately pay to
the Company the amount of the tax assistance payment previously
received by the Participant from the Company with respect to such
share.
(f) Effect of Change in Control: In the event a
Change in Control occurs prior to the time that the conditions of
the applicable of paragraphs (a), (b) or (c) and paragraph (d)
above have been satisfied with respect to a share of Restricted
Stock, and upon such Change in Control if a share of Restricted
Stock has not theretofore been forfeited, the requirements of
paragraphs (a), (b), (c) and (d) above shall be deemed to have
been satisfied on the date of such Change of Control, and tax
assistance payments shall be made with respect to such shares
within 10 days thereafter.
(g) Effect of Death or Disability. In the event of
the death or Disability of the Participant while employed by the
Company, the conditions of the applicable of paragraphs (a), (b)
or (c) and paragraph (d) with respect to any shares of Restricted
Stock not previously forfeited by the Participant shall be deemed
immediately satisfied and tax assistance payments shall be made
by Company to Participants with respect to such event within 30
days thereafter.
(h) Dividends: Dividends (other than dividends in
capital stock) with respect to shares of Restricted Stock shall
be paid to the Participant without regard to the restrictions
otherwise applicable to such shares. Dividends in capital stock
of the Company shall accumulate and be associated with the
Restricted Stock to which they relate and shall vest at the time
such Restricted Stock vests.
(i) Voting of Common Stock: A Participant shall have
the right to exercise any voting rights appurtenant to Restricted
Stock without regard to any restrictions otherwise imposed by
reason of this Agreement.
(j) Interpretation of Market Declines. In the event,
for any 52-week period, the Peer Group Companies Performance is
negative, the tables in Sections 3(a), 3(b) and 3(c) shall be
interpreted such that (i) a relative performance of 87-1/2% shall
mean the Company Performance (in terms of a decline in Closing
Stock Price) declined 112-1/2% compared to the Peer Group
Companies Performance, (ii) a relative performance of 75% shall
mean the Company Performance declined 125% compared to the Peer
Group Companies Performance and (iii) a relative performance of
50% shall mean the Company Performance declined 150% compared to
the Peer Group Companies Performance. For example, if Peer Group
Companies Performance change is a negative 10% (an average
decline of 10%), and Company Performance declined 15%, 84% of
Tranche A, B or C, as the case may be, would be forfeited.
4. Code Section 83(b) Election. The Participant
shall not make an election, under Code Section 83(b), to include
in income the fair market value of the Restricted Stock in
respect of this award of Restricted Stock on the Date of Grant.<PAGE>
5. Sale of Restricted Stock. The Participant shall
not sell Restricted Stock except pursuant to an effective
registration statement under the Securities Act of 1933 (or
pursuant to an exemption from registration under such act), and
the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the
distribution thereof.
6. Escrow of Certificates. The certificates
representing shares of Restricted Stock shall be registered in
the name of the Participant and deposited, together with a stock
power endorsed by the Participant in blank, with the Corporate
Secretary of the Company during the Restricted Period. Each such
certificate shall bear a legend as provided by the Company,
conspicuously referring to the terms, conditions and restrictions
described in the Plan and in this Agreement. Subject to the
provisions of Section 7 below, upon termination of the Restricted
Period with respect to shares of Restricted Stock, a certificate
representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.
7. Withholding of Taxes. No certificates
representing the shares of Restricted Stock shall be delivered to
the Participant by the Company unless the Participant (or
Beneficiary, as defined in Section 8 below) remits to the Company
the amount of all federal, state and other governmental
withholding tax requirements imposed upon the Company with
respect to the issuance of such shares or unless provisions to so
pay such withholding requirements have been made to the
satisfaction of the Committee.
8. Beneficiary Designations. The Participant may
file with the Corporate Secretary of the Company a designation of
one or more beneficiaries (each a "Beneficiary") to whom shares
otherwise due the Participant shall be distributed in the event
of the death of the Participant while in the employ of the
Company. The Participant shall have the right to change the
Beneficiary or Beneficiaries from time to time; provided,
however, that any change shall not become effective until
received in writing by the Corporate Secretary of the Company.
If any designated Beneficiary survives the Participant but dies
before receiving all of his benefits hereunder, any remaining
benefits due him shall be distributed to the deceased
Beneficiary's estate. If there is no effective Beneficiary
designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased
such Participant, the payment of any remaining benefits shall be
made to the Participant's estate. In the event of any dispute,
the Company shall be fully protected and discharged of its
obligations under this Agreement if it delivers the shares
otherwise due a Participant to the probate court administering
his estate.
9. Limitation of Rights. Nothing in this Agreement
or the Plan shall be construed to:
(a) give the Participant any right to be awarded any
Restricted Stock other than in the sole discretion of the<PAGE>
Committee;
(b) give the Participant or any other person any
interest in any fund or in any specified asset or assets of the
Company or any affiliate of the Company; or
(c) confer upon the Participant the right to continue
in the employment or service of the Company or any affiliate of
the Company, or affect the right of the Company or any affiliate
of the Company to terminate the employment or service of the
Participant at any time or for any reason.
The Committee shall have the discretion to make
determinations under this Agreement and Plan, and such
determinations shall be final and binding on the Participant
except in the case of bad faith and willful misconduct.
10. Nonalienation of Benefits. Except as contemplated
by Section 8 above, no right or benefit under this Agreement
shall be subject to transfer, anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, whether voluntary,
involuntary, or by operation of law, and any attempt to transfer,
anticipate, alienate, sell, assign, pledge, encumber or charge
the same shall be void. No right or benefit hereunder shall in
any manner be liable for or subject to any debts, contracts,
liabilities or torts of the person entitled to such benefits. If
the Participant or his Beneficiary hereunder shall become
bankrupt or attempt to transfer, anticipate, alienate, assign,
sell, pledge, encumber or charge any right or benefit hereunder,
other than as contemplated by Section 8 above, or if any creditor
shall attempt to subject the same to a writ of garnishment,
attachment, execution, sequestration, or any other form of
process or involuntary lien or seizure, then such right or
benefit shall cease and terminate.
11. Prerequisites to Benefits. Neither the
Participant, nor any person claiming through the Participant,
shall have any right or interest in the Restricted Stock awarded
hereunder, unless and until all the terms, conditions and
provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as
specified herein.
12. Rights as a Stockholder. Subject to the
limitations and restrictions contained herein, the Participant
(or Beneficiary) shall have all rights as a stockholder with
respect to the shares of Restricted Stock once such shares have
been registered in his name hereunder.
13. 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 herein.
14. The Committee shall have sole and complete<PAGE>
discretion in the interpretation of this Agreement and the
determination of the Committee shall be final and binding on the
Participant except in the case of bad faith or willful
misconduct.
15. Governing Law. This Agreement shall be governed
by, construed and enforced in accordance with the laws of the
State of Delaware.
16. Gender and Number. Whenever the context requires
or permits, the gender and number of words shall be
interchangeable.
This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated
herein by reference.
Dated: August 23, 1996.
OCEANEERING INTERNATIONAL, INC.
By //s// George R. Haubenreich, Jr.
George R. Haubenreich, Jr.
Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
//s// Richard V. Chidlow <PAGE>
Option No. L-107 12,000 Shares
OCEANEERING INTERNATIONAL, INC.
1996 RESTRICTED STOCK AWARD INCENTIVE AGREEMENT
THIS AGREEMENT is made as of the date set forth on the
signature page hereof, between Oceaneering International, Inc., a
Delaware corporation (the "Company"), and F. Richard Frisbie
(the "Participant"). Except as defined herein, capitalized terms
shall have the same meaning ascribed to them under the 1996
Incentive Plan of Oceaneering International, Inc., as from time
to time amended, a copy of which is attached hereto and made a
part hereof for all purposes (the "Plan"). To the extent that
any provision of this Agreement conflicts with the express terms
of the Plan, it is hereby acknowledged and agreed that the terms
of the Plan shall control and, if necessary, the applicable
provisions of this Agreement shall be hereby deemed amended so as
to carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth
below shall have the following respective meanings:
(a) "Change in Control" means, with respect to the
Company, if (i) a third person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, becomes
the beneficial owner of shares of the Company having 30 percent
or more of the total number of votes that may be cast for the
election of directors of the Company, or (ii) as the result of,
or in connection with, any cash tender or exchange offer, merger
or other business combination, sale of assets or contested
election or any combination of the foregoing transactions (a
"Transaction"), the persons who were directors of the Company
before the Transaction shall cease to constitute a majority of
the Board of Directors of the Company or of any successor to the
Company. Without limiting the foregoing, no "Change of Control"
shall be deemed to have taken place for the purposes of this
Agreement, if a person or persons is appointed or elected as a
member(s) of the Board as a result of or in connection with a
Transaction or other event unless item (i) or (ii) above shall
also have occurred.
(b) "Closing Stock Price" means, with respect to
common stock on a particular date, (i) if the shares of common
stock are listed on a national securities exchange, the last sale
price per share of common stock on any such national securities
exchange on that date, or, if there shall have been no such sale
so reported on that date, on the last preceding date on which
such a sale was so reported and, (ii) if the shares of Common
Stock are not so listed but are quoted in the NASDAQ National
Market System, the last sale price per share of shares of common
stock reported on the NASDAQ National Market System on that date,
or, if there shall have been no such sale so reported on that
date, on the last preceding date on which such a sale was so
reported.
(c) "Disability" means a physical or mental impairment
of sufficient severity that, in the opinion of a physician<PAGE>
selected by the Company, the Participant is unable to fulfill his
duties.
(d) "Peer Group Companies" means Dresser Industries,
Inc., Global Industries Ltd., Halliburton Company, McDermott
International, Inc., Nabors Industries, Inc., Offshore Logistics,
Inc., J. Ray McDermott, Inc., Stolt Comex Seaway S.A., and
Tidewater, Inc. In the event any of such companies (i) shall
cease to have its common stock listed on a national securities
exchange or quoted in the NASDAQ National Market System, or (ii)
in the sole discretion of the Committee, shall be so changed as a
result of any merger, acquisition or other transaction that it no
longer is appropriate to include such company as one of the Peer
Group Companies, then the Peer Group Companies shall thereafter
not include such company for purposes of calculating any
forfeiture of Restricted Stock under this Agreement.
(e) "Peer Group Companies Performance" for any 52-week
period contemplated in Section 3 of this Agreement means, the
arithmetic average of the changes in Closing Stock Price for each
of the Peer Group Companies between the first day of such period
and the last day of such period.
2. Award. In order to encourage the Participant's
contribution to the successful performance of the Company, and in
consideration of the covenants and promises of the Participant
herein contained, pursuant to action taken by the Committee on
August 23, 1996 (the "Date of Grant"), the Company hereby awards
to the Participant as of the Date of Grant a total of 12,000
shares of Common Stock, pursuant to the Plan, subject to the
conditions and restrictions set forth below and in the Plan (the
"Restricted Stock").
3. Restrictions on Transfer. The shares of
Restricted Stock granted hereunder to the Participant may not be
sold, assigned, transferred, pledged or otherwise encumbered from
the Date of Grant until said shares shall have become vested and
not otherwise subject to forfeiture (and restrictions terminated
thereon) in accordance with the provisions of this Paragraph 3.
(The period of time between the Date of Grant and the vesting of
shares of Restricted Stock shall be referred to herein as the
"Restricted Period" as to those shares of stock.) The Restricted
Stock awarded hereunder shall be divided into three tranches, of
an equal number of shares, with Tranche A containing 4,000
shares, Tranche B containing 4,000 shares and Tranche C
containing 4,000 shares. The shares of Restricted Stock shall be
treated as described below for purposes of forfeiture, vesting
and other terms and conditions of this Agreement:
(a) Tranche A: The shares of Restricted Stock in
Tranche A shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock ("Company Performance")
for the 52-week period referred to below fails to meet the levels
of Peer Group Companies Performance indicated in the columnar
presentation below for such period, with linear interpolation to
be used between these designated points (rounded to the nearest
whole share of Common Stock); provided, however, that if net<PAGE>
income for the Company for its fiscal year ending immediately
prior to June 27, 1997 is not positive, all of Tranche A shall be
forfeited. Determination of changes shall be made by comparing
the Closing Stock Prices of the Company and the Peer Group
Companies on June 28, 1996, to the Closing Stock Prices on the
last trading day of each calendar week for each of such companies
for the period ended June 27, 1997.
Percentage of
Company Performance as Percentage Restricted Stock
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%
(b) Tranche B: The shares of Restricted Stock in
Tranche B shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock for the 104-week period
referred to below fails to meet the levels of Peer Group
Companies Performance indicated in the columnar presentation
below for such period, with linear interpolation to be used
between these designated points (rounded to the nearest whole
share of Common Stock); provided, however, that if net income for
the Company for its fiscal year ending immediately prior to June
26, 1998 is not positive, all of Tranche B shall be forfeited.
Determination of changes shall be made by comparing the Closing
Stock Prices of the Company and the Peer Group Companies on June
28, 1996 to the Closing Stock Prices on the last trading day of
each calendar week for each of such companies for the period
ended June 26, 1998.
Percentage of
Company Performance as Percentage Restricted Stock
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%
(c) Tranche C: The shares of Restricted Stock in
Tranche C shall be forfeited to the extent the change of the
Closing Stock Price for the Common Stock for the 156-week period
referred to below fails to meet the levels of Peer Group
Companies Performance indicated in the columnar presentation
below for such period, with linear interpolation to be used
between these designated points (rounded to the nearest whole
share of Common Stock); provided, however, that if net income for
the Company for its fiscal year ending immediately prior to June
25, 1999 is not positive, all of Tranche C shall be forfeited.
Determination of changes shall be made by comparing the Closing
Stock Prices of the Company and the Peer Group Companies on June
28, 1996 to the Closing Stock Prices on the last trading day of
each calendar week for each of such companies for the period
ended June 25, 1999.
Percentage of
Company Performance as Percentage Restricted Stock<PAGE>
of Peer Group Companies Performance Forfeited
87-1/2% 0%
75% 34%
50% 84%
Less than 50% 100%
(d) Vesting of Common Stock: The shares of Tranche A
Restricted Stock not forfeited by reason of failure to meet the
conditions set forth in paragraph (a) above, shall vest 25% on
June 26, 1998, 25% on June 25, 1999, 25% on June 23, 2000 and a
final 25% on June 22, 2001. The shares of Tranche B Restricted
Stock not forfeited by reason of failure to meet the conditions
set forth in paragraph (b) above, shall vest 25% on June 25,
1999, 25% on June 23, 2000, 25% on June 22, 2001 and a final 25%
on June 21, 2002. The shares of Tranche C Restricted Stock not
forfeited by reason of failure to meet the conditions set forth
in paragraph (c) above, shall vest 25% on June 23, 2000, 25% on
June 22, 2001, 25% on June 21, 2002 and a final 25% on June 20,
2003. The determination of Company Performance, Peer Group
Companies Performance and the percentage of Restricted Stock
forfeited shall be certified to by the Committee prior to the
removal of any restrictions with respect to the Restricted Stock.
Upon termination of a Participant's employment (with or without
cause, voluntary, involuntary or for any reason whatsoever except
as provided in Sections 3(f) and 3(g)), all Restricted Stock for
which the conditions of the applicable provisions of paragraphs
(a), (b) or (c) and this paragraph (d) have not been satisfied as
of the date of such termination of employment shall be forfeited.
(e) Tax Reimbursement: Within 10 days after the
expiration of the Restricted Period with respect to a particular
share of Restricted Stock, the Company shall pay to the
Participant an amount sufficient to provide for the payment of
all United States federal income taxes imposed with respect to
Participant's acquisition of such share, as well as an amount
sufficient to reimburse Participant for the tax obligation on
such amounts so that Participant is paid an amount as a tax
assistance payment by the Company sufficient to fund all of his
income taxes on both the share of Restricted Stock and the tax
assistance payment. In the event the Participant is not at the
time a tax assistance payment is to be made subject to United
States income tax, such tax assistance payment shall be computed
by reference to the income tax of the laws of the country to
which the participant is subject; provided, however, that such
tax assistance payment shall not exceed the amount that would
have been payable if the Participant were subject solely to
United States income tax. No United States state (or equivalent
foreign) income taxes will be considered in determining tax
assistance payments. The Committee shall have sole and complete
discretion in the calculation of tax assistance payments, and the
determination of the Committee shall be final and binding on the
Participant except in the case of bad faith or willful
misconduct. In computing the tax assistance payment, it shall be
assumed that the Participant is at the maximum marginal tax rate
for individual taxpayers. Subject to Section 3(f), in the event
a Participant sells any share of Restricted Stock within three
years after expiration of the Restricted Period with respect to<PAGE>
such Restricted Stock, the Participant shall immediately pay to
the Company the amount of the tax assistance payment previously
received by the Participant from the Company with respect to such
share.
(f) Effect of Change in Control: In the event a
Change in Control occurs prior to the time that the conditions of
the applicable of paragraphs (a), (b) or (c) and paragraph (d)
above have been satisfied with respect to a share of Restricted
Stock, and upon such Change in Control if a share of Restricted
Stock has not theretofore been forfeited, the requirements of
paragraphs (a), (b), (c) and (d) above shall be deemed to have
been satisfied on the date of such Change of Control, and tax
assistance payments shall be made with respect to such shares
within 10 days thereafter.
(g) Effect of Death or Disability. In the event of
the death or Disability of the Participant while employed by the
Company, the conditions of the applicable of paragraphs (a), (b)
or (c) and paragraph (d) with respect to any shares of Restricted
Stock not previously forfeited by the Participant shall be deemed
immediately satisfied and tax assistance payments shall be made
by Company to Participants with respect to such event within 30
days thereafter.
(h) Dividends: Dividends (other than dividends in
capital stock) with respect to shares of Restricted Stock shall
be paid to the Participant without regard to the restrictions
otherwise applicable to such shares. Dividends in capital stock
of the Company shall accumulate and be associated with the
Restricted Stock to which they relate and shall vest at the time
such Restricted Stock vests.
(i) Voting of Common Stock: A Participant shall have
the right to exercise any voting rights appurtenant to Restricted
Stock without regard to any restrictions otherwise imposed by
reason of this Agreement.
(j) Interpretation of Market Declines. In the event,
for any 52-week period, the Peer Group Companies Performance is
negative, the tables in Sections 3(a), 3(b) and 3(c) shall be
interpreted such that (i) a relative performance of 87-1/2% shall
mean the Company Performance (in terms of a decline in Closing
Stock Price) declined 112-1/2% compared to the Peer Group
Companies Performance, (ii) a relative performance of 75% shall
mean the Company Performance declined 125% compared to the Peer
Group Companies Performance and (iii) a relative performance of
50% shall mean the Company Performance declined 150% compared to
the Peer Group Companies Performance. For example, if Peer Group
Companies Performance change is a negative 10% (an average
decline of 10%), and Company Performance declined 15%, 84% of
Tranche A, B or C, as the case may be, would be forfeited.
4. Code Section 83(b) Election. The Participant
shall not make an election, under Code Section 83(b), to include
in income the fair market value of the Restricted Stock in
respect of this award of Restricted Stock on the Date of Grant.<PAGE>
5. Sale of Restricted Stock. The Participant shall
not sell Restricted Stock except pursuant to an effective
registration statement under the Securities Act of 1933 (or
pursuant to an exemption from registration under such act), and
the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the
distribution thereof.
6. Escrow of Certificates. The certificates
representing shares of Restricted Stock shall be registered in
the name of the Participant and deposited, together with a stock
power endorsed by the Participant in blank, with the Corporate
Secretary of the Company during the Restricted Period. Each such
certificate shall bear a legend as provided by the Company,
conspicuously referring to the terms, conditions and restrictions
described in the Plan and in this Agreement. Subject to the
provisions of Section 7 below, upon termination of the Restricted
Period with respect to shares of Restricted Stock, a certificate
representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.
7. Withholding of Taxes. No certificates
representing the shares of Restricted Stock shall be delivered to
the Participant by the Company unless the Participant (or
Beneficiary, as defined in Section 8 below) remits to the Company
the amount of all federal, state and other governmental
withholding tax requirements imposed upon the Company with
respect to the issuance of such shares or unless provisions to so
pay such withholding requirements have been made to the
satisfaction of the Committee.
8. Beneficiary Designations. The Participant may
file with the Corporate Secretary of the Company a designation of
one or more beneficiaries (each a "Beneficiary") to whom shares
otherwise due the Participant shall be distributed in the event
of the death of the Participant while in the employ of the
Company. The Participant shall have the right to change the
Beneficiary or Beneficiaries from time to time; provided,
however, that any change shall not become effective until
received in writing by the Corporate Secretary of the Company.
If any designated Beneficiary survives the Participant but dies
before receiving all of his benefits hereunder, any remaining
benefits due him shall be distributed to the deceased
Beneficiary's estate. If there is no effective Beneficiary
designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased
such Participant, the payment of any remaining benefits shall be
made to the Participant's estate. In the event of any dispute,
the Company shall be fully protected and discharged of its
obligations under this Agreement if it delivers the shares
otherwise due a Participant to the probate court administering
his estate.
9. Limitation of Rights. Nothing in this Agreement
or the Plan shall be construed to:
(a) give the Participant any right to be awarded any
Restricted Stock other than in the sole discretion of the<PAGE>
Committee;
(b) give the Participant or any other person any
interest in any fund or in any specified asset or assets of the
Company or any affiliate of the Company; or
(c) confer upon the Participant the right to continue
in the employment or service of the Company or any affiliate of
the Company, or affect the right of the Company or any affiliate
of the Company to terminate the employment or service of the
Participant at any time or for any reason.
The Committee shall have the discretion to make
determinations under this Agreement and Plan, and such
determinations shall be final and binding on the Participant
except in the case of bad faith and willful misconduct.
10. Nonalienation of Benefits. Except as contemplated
by Section 8 above, no right or benefit under this Agreement
shall be subject to transfer, anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, whether voluntary,
involuntary, or by operation of law, and any attempt to transfer,
anticipate, alienate, sell, assign, pledge, encumber or charge
the same shall be void. No right or benefit hereunder shall in
any manner be liable for or subject to any debts, contracts,
liabilities or torts of the person entitled to such benefits. If
the Participant or his Beneficiary hereunder shall become
bankrupt or attempt to transfer, anticipate, alienate, assign,
sell, pledge, encumber or charge any right or benefit hereunder,
other than as contemplated by Section 8 above, or if any creditor
shall attempt to subject the same to a writ of garnishment,
attachment, execution, sequestration, or any other form of
process or involuntary lien or seizure, then such right or
benefit shall cease and terminate.
11. Prerequisites to Benefits. Neither the
Participant, nor any person claiming through the Participant,
shall have any right or interest in the Restricted Stock awarded
hereunder, unless and until all the terms, conditions and
provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as
specified herein.
12. Rights as a Stockholder. Subject to the
limitations and restrictions contained herein, the Participant
(or Beneficiary) shall have all rights as a stockholder with
respect to the shares of Restricted Stock once such shares have
been registered in his name hereunder.
13. 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 herein.
14. The Committee shall have sole and complete<PAGE>
discretion in the interpretation of this Agreement and the
determination of the Committee shall be final and binding on the
Participant except in the case of bad faith or willful
misconduct.
15. Governing Law. This Agreement shall be governed
by, construed and enforced in accordance with the laws of the
State of Delaware.
16. Gender and Number. Whenever the context requires
or permits, the gender and number of words shall be
interchangeable.
This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated
herein by reference.
Dated: August 23, 1996.
OCEANEERING INTERNATIONAL, INC.
By //s// George R. Haubenreich, Jr.
George R. Haubenreich, Jr.
Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
//s// F. Richard Frisbie<PAGE>
