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
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
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
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
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
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
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
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
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
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%
(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
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
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
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.
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.
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
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
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%
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
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.
(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,
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
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
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
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
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
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
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.
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
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
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
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
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
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
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
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.
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
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
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
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
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
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
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
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.
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
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
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