EXHIBIT 10.1
99-IPR (1 of 7)
NO. P-102 72,000 SHARES
----- -----------
OCEANEERING INTERNATIONAL, INC.
1999 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 1999
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, Cal Dive International, Inc., Coflexip,
S.A. (ADR), Global Industries Ltd., Halliburton Company, McDermott
International, Inc., Offshore Logistics, 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
99-IPR (2 of 7)
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 19, 1999 (the "Date of Grant"), the Company hereby awards to
the Participant as of the Date of Grant a total of
72,000 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 24,000 shares,
Tranche B containing 24,000 shares and Tranche C containing 24,000 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 July 14, 2000 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 July 16, 1999, to the
Closing Stock Prices on the last trading day of each calendar week for each of
such companies for the period ended July 14, 2000.
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%
99-IPR (3 of 7)
(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 July 13, 2001 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 July 16, 1999 to the Closing Stock
Prices on the last trading day of each calendar week for each of such companies
for the period ended July 13, 2001. Percentage of Company Performance as
Percentage Restricted Stock OF PEER GROUP COMPANIES PERFORMANCE FORFEITED
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 July 12, 2002 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 July 16, 1999 to the Closing Stock
Prices on the last trading day of each calendar week for each of such companies
for the period ended July 12, 2002.
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 July 13, 2001, 25% on July 12, 2002, 25% on July 11,
2003 and a final 25% on July 9, 2004. 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 July 12, 2002, 25% on July 11, 2003, 25% on July 9,
2004 and a final 25% on July 8, 2005. 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 July 11, 2003, 25% on July 9, 2004, 25% on July 8,
2005 and a final 25% on July 7, 2006. 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
99-IPR (4 of 7)
(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 CONT: In the event a Change in Control occurs
prior to the time that the conditions of the applicable paragraph (a), (b) or
(c) above have been satisfied with respect to a share of Restricted Stock, upon
such Change in Control, such conditions shall be deemed to have been satisfied
with respect to such share of Restricted Stock, provided that such share has not
theretofore been forfeited. Vesting of shares of Restricted Stock described in
this paragraph (and any substitute security, and/or cash component distributed
in connection with a Change in Control) shall occur at the soonest of:
(i) the applicable dates specified in paragraph (d),
(ii) the date that the Company or any successor to the Company terminates
the Participant's employment for any reason on or after a Change in
Control,
(iii) the date that Participant's total annual compensation (including
salary, bonuses, long and short term incentives, deferred
compensation and award of stock options, as well as all other
benefits in force at the time of a Change in Control) is reduced, or
the Participant's scope of work responsibility is reduced, or the
Participant is requested to relocate from his place of employment
with the Company, in each case, on or after a Change in Control, or
(iv) the date that is two years after the date of a Change in Control.
99-IPR (5 of 7)
The tax assistance payments shall be made with respect to each vesting of
share and/or cash distribution 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 or any successor to 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 or any successor to 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
99-IPR (6 of 7)
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.
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.
99-IPR (7 of 7)
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. ADMINISTRATION. Prior to a Change in Control, the Committee shall have
sole and complete discretion in the interpretation of and determinations under
this Agreement and the determination of the Committee shall be final and binding
on the Participant and the Company except in the case of bad faith or willful
misconduct. After a Change in Control, those individuals who comprised the
Committee immediately prior to the Change in Control shall have the sole and
complete discretion in the interpretation of and determinations under this
Agreement and the determination of a majority of these individuals shall be
final and binding on the Participant and the Company and its successors 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 19, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ GEORGE R. HAUBENREICH, JR.
George R. Haubenreich, Jr.
Senior 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
99-IPR (1 of 7)
NO. P-103 36,000 SHARES
----- -----------
OCEANEERING INTERNATIONAL, INC.
1999 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 M. KEVIN MCEVOY (the "Participant"). Except as defined herein,
capitalized terms shall have the same meaning ascribed to them under the 1999
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, Cal Dive International, Inc., Coflexip,
S.A. (ADR), Global Industries Ltd., Halliburton Company, McDermott
International, Inc., Offshore Logistics, 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
99-IPR (2 of 7)
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 19, 1999 (the "Date of Grant"), the Company hereby awards to
the Participant as of the Date of Grant a total of
36,000 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 12,000 shares,
Tranche B containing 12,000 shares and Tranche C containing 12,000 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 July 14, 2000 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 July 16, 1999, to the
Closing Stock Prices on the last trading day of each calendar week for each of
such companies for the period ended July 14, 2000.
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%
99-IPR (3 of 7)
(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 July 13, 2001 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 July 16, 1999 to the Closing Stock
Prices on the last trading day of each calendar week for each of such companies
for the period ended July 13, 2001.
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 July 12, 2002 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 July 16, 1999 to the Closing Stock
Prices on the last trading day of each calendar week for each of such companies
for the period ended July 12, 2002.
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 July 13, 2001, 25% on July 12, 2002, 25% on July 11,
2003 and a final 25% on July 9, 2004. 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 July 12, 2002, 25% on July 11, 2003, 25% on July 9,
2004 and a final 25% on July 8, 2005. 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 July 11, 2003, 25% on July 9, 2004, 25% on July 8,
2005 and a final 25% on July 7, 2006. 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
99-IPR (4 of 7)
(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 CONT: In the event a Change in Control occurs
prior to the time that the conditions of the applicable paragraph (a), (b) or
(c) above have been satisfied with respect to a share of Restricted Stock, upon
such Change in Control, such conditions shall be deemed to have been satisfied
with respect to such share of Restricted Stock, provided that such share has not
theretofore been forfeited. Vesting of shares of Restricted Stock described in
this paragraph (and any substitute security, and/or cash component distributed
in connection with a Change in Control) shall occur at the soonest of:
(i) the applicable dates specified in paragraph (d),
(ii) the date that the Company or any successor to the Company terminates
the Participant's employment for any reason on or after a Change in
Control,
(iii) the date that Participant's total annual compensation (including
salary, bonuses, long and short term incentives, deferred
compensation and award of stock options, as well as all other
benefits in force at the time of a Change in Control) is reduced, or
the Participant's scope of work responsibility is reduced, or the
Participant is requested to relocate from his place of employment
with the Company, in each case, on or after a Change in Control, or
(iv) the date that is two years after the date of a Change in Control.
99-IPR (5 of 7)
The tax assistance payments shall be made with respect to each vesting of
share and/or cash distribution 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 or any successor to 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 or any successor to 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
99-IPR (6 of 7)
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.
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.
99-IPR (7 of 7)
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. ADMINISTRATION. Prior to a Change in Control, the Committee shall have
sole and complete discretion in the interpretation of and determinations under
this Agreement and the determination of the Committee shall be final and binding
on the Participant and the Company except in the case of bad faith or willful
misconduct. After a Change in Control, those individuals who comprised the
Committee immediately prior to the Change in Control shall have the sole and
complete discretion in the interpretation of and determinations under this
Agreement and the determination of a majority of these individuals shall be
final and binding on the Participant and the Company and its successors 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 19, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ GEORGE R. HAUBENREICH, JR.
George R. Haubenreich, Jr.
Senior Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
/s/ SM. KEVIN MCEVOY
99-IPR (1 of 7)
NO. P-104 36,000 SHARES
----- -----------
OCEANEERING INTERNATIONAL, INC.
1999 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 1999 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, Cal Dive International, Inc., Coflexip,
S.A. (ADR), Global Industries Ltd., Halliburton Company, McDermott
International, Inc., Offshore Logistics, 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
99-IPR (2 of 7)
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 19, 1999 (the "Date of Grant"), the Company hereby awards to
the Participant as of the Date of Grant a total of
36,000 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 12,000 shares,
Tranche B containing 12,000 shares and Tranche C containing 12,000 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 July 14, 2000 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 July 16, 1999, to the
Closing Stock Prices on the last trading day of each calendar week for each of
such companies for the period ended July 14, 2000.
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%
99-IPR (3 of 7)
(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 July 13, 2001 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 July 16, 1999 to the Closing Stock
Prices on the last trading day of each calendar week for each of such companies
for the period ended July 13, 2001.
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 July 12, 2002 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 July 16, 1999 to the Closing Stock
Prices on the last trading day of each calendar week for each of such companies
for the period ended July 12, 2002.
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 July 13, 2001, 25% on July 12, 2002, 25% on July 11,
2003 and a final 25% on July 9, 2004. 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 July 12, 2002, 25% on July 11, 2003, 25% on July 9,
2004 and a final 25% on July 8, 2005. 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 July 11, 2003, 25% on July 9, 2004, 25% on July 8,
2005 and a final 25% on July 7, 2006. 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
99-IPR (4 of 7)
(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 CONT: In the event a Change in Control occurs
prior to the time that the conditions of the applicable paragraph (a), (b) or
(c) above have been satisfied with respect to a share of Restricted Stock, upon
such Change in Control, such conditions shall be deemed to have been satisfied
with respect to such share of Restricted Stock, provided that such share has not
theretofore been forfeited. Vesting of shares of Restricted Stock described in
this paragraph (and any substitute security, and/or cash component distributed
in connection with a Change in Control) shall occur at the soonest of:
(i) the applicable dates specified in paragraph (d),
(ii) the date that the Company or any successor to the Company terminates
the Participant's employment for any reason on or after a Change in
Control,
(iii) the date that Participant's total annual compensation (including
salary, bonuses, long and short term incentives, deferred
compensation and award of stock options, as well as all other
benefits in force at the time of a Change in Control) is reduced, or
the Participant's scope of work responsibility is reduced, or the
Participant is requested to relocate from his place of employment
with the Company, in each case, on or after a Change in Control, or
(iv) the date that is two years after the date of a Change in Control.
99-IPR (5 of 7)
The tax assistance payments shall be made with respect to each vesting of
share and/or cash distribution 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 or any successor to 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 or any successor to 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
99-IPR (6 of 7)
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.
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.
99-IPR (7 of 7)
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. ADMINISTRATION. Prior to a Change in Control, the Committee shall have
sole and complete discretion in the interpretation of and determinations under
this Agreement and the determination of the Committee shall be final and binding
on the Participant and the Company except in the case of bad faith or willful
misconduct. After a Change in Control, those individuals who comprised the
Committee immediately prior to the Change in Control shall have the sole and
complete discretion in the interpretation of and determinations under this
Agreement and the determination of a majority of these individuals shall be
final and binding on the Participant and the Company and its successors 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 19, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ JOHN R. HUFF
John R. Huff
Chief Executive Officer
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
/s/ GEORGE R. HAUBENREICH, JR.
99-IPR (1 of 7)
NO. P-105 36,000 SHARES
----- -----------
OCEANEERING INTERNATIONAL, INC.
1999 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 1999
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, Cal Dive International, Inc., Coflexip,
S.A. (ADR), Global Industries Ltd., Halliburton Company, McDermott
International, Inc., Offshore Logistics, 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
99-IPR (2 of 7)
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 19, 1999 (the "Date of Grant"), the Company hereby awards to
the Participant as of the Date of Grant a total of
36,000 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 12,000 shares,
Tranche B containing 12,000 shares and Tranche C containing 12,000 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 July 14, 2000 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 July 16, 1999, to the
Closing Stock Prices on the last trading day of each calendar week for each of
such companies for the period ended July 14, 2000.
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%
99-IPR (3 of 7)
(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 July 13, 2001 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 July 16, 1999 to the Closing Stock
Prices on the last trading day of each calendar week for each of such companies
for the period ended July 13, 2001. Percentage of Company Performance as
Percentage Restricted Stock OF PEER GROUP COMPANIES PERFORMANCE FORFEITED
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 July 12, 2002 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 July 16, 1999 to the Closing Stock
Prices on the last trading day of each calendar week for each of such companies
for the period ended July 12, 2002.
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 July 13, 2001, 25% on July 12, 2002, 25% on July 11,
2003 and a final 25% on July 9, 2004. 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 July 12, 2002, 25% on July 11, 2003, 25% on July 9,
2004 and a final 25% on July 8, 2005. 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 July 11, 2003, 25% on July 9, 2004, 25% on July 8,
2005 and a final 25% on July 7, 2006. 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
99-IPR (4 of 7)
(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 CONT: In the event a Change in Control occurs
prior to the time that the conditions of the applicable paragraph (a), (b) or
(c) above have been satisfied with respect to a share of Restricted Stock, upon
such Change in Control, such conditions shall be deemed to have been satisfied
with respect to such share of Restricted Stock, provided that such share has not
theretofore been forfeited. Vesting of shares of Restricted Stock described in
this paragraph (and any substitute security, and/or cash component distributed
in connection with a Change in Control) shall occur at the soonest of:
(i) the applicable dates specified in paragraph (d),
(ii) the date that the Company or any successor to the Company terminates
the Participant's employment for any reason on or after a Change in
Control,
(iii) the date that Participant's total annual compensation (including
salary, bonuses, long and short term incentives, deferred
compensation and award of stock options, as well as all other
benefits in force at the time of a Change in Control) is reduced, or
the Participant's scope of work responsibility is reduced, or the
Participant is requested to relocate from his place of employment
with the Company, in each case, on or after a Change in Control, or
(iv) the date that is two years after the date of a Change in Control.
99-IPR (5 of 7)
The tax assistance payments shall be made with respect to each vesting of
share and/or cash distribution 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 or any successor to 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 or any successor to 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
99-IPR (6 of 7)
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.
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.
99-IPR (7 of 7)
13. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the
enefit 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. ADMINISTRATION. Prior to a Change in Control, the Committee shall have
sole and complete discretion in the interpretation of and determinations under
this Agreement and the determination of the Committee shall be final and binding
on the Participant and the Company except in the case of bad faith or willful
misconduct. After a Change in Control, those individuals who comprised the
Committee immediately prior to the Change in Control shall have the sole and
complete discretion in the interpretation of and determinations under this
Agreement and the determination of a majority of these individuals shall be
final and binding on the Participant and the Company and its successors 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 19, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ GEORGE R. HAUBENREICH, JR.
George R. Haubenreich, Jr.
Senior 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
99-IPR (1 of 7)
NO. P-107 24,000 SHARES
----- ----------
OCEANEERING INTERNATIONAL, INC.
1999 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 BRUCE CRAGER (the "Participant"). Except as defined herein,
capitalized terms shall have the same meaning ascribed to them under the 1999
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, Cal Dive International, Inc., Coflexip,
S.A. (ADR), Global Industries Ltd., Halliburton Company, McDermott
International, Inc., Offshore Logistics, 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
99-IPR (2 of 7)
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 19, 1999 (the "Date of Grant"), the Company hereby awards to
the Participant as of the Date of Grant a total of
24,000 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 8,000 shares,
Tranche B containing 8,000 shares and Tranche C containing 8,000 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 July 14, 2000 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 July 16, 1999, to the
Closing Stock Prices on the last trading day of each calendar week for each of
such companies for the period ended July 14, 2000.
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%
99-IPR (3 of 7)
(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 July 13, 2001 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 July 16, 1999 to the Closing Stock
Prices on the last trading day of each calendar week for each of such companies
for the period ended July 13, 2001. Percentage of Company Performance as
Percentage Restricted Stock OF PEER GROUP COMPANIES PERFORMANCE FORFEITED
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 July 12, 2002 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 July 16, 1999 to the Closing Stock
Prices on the last trading day of each calendar week for each of such companies
for the period ended July 12, 2002.
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 July 13, 2001, 25% on July 12, 2002, 25% on July 11,
2003 and a final 25% on July 9, 2004. 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 July 12, 2002, 25% on July 11, 2003, 25% on July 9,
2004 and a final 25% on July 8, 2005. 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 July 11, 2003, 25% on July 9, 2004, 25% on July 8,
2005 and a final 25% on July 7, 2006. 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
99-IPR (4 of 7)
(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 CONT: In the event a Change in Control occurs
prior to the time that the conditions of the applicable paragraph (a), (b) or
(c) above have been satisfied with respect to a share of Restricted Stock, upon
such Change in Control, such conditions shall be deemed to have been satisfied
with respect to such share of Restricted Stock, provided that such share has not
theretofore been forfeited. Vesting of shares of Restricted Stock described in
this paragraph (and any substitute security, and/or cash component distributed
in connection with a Change in Control) shall occur at the soonest of:
(i) the applicable dates specified in paragraph (d),
(ii) the date that the Company or any successor to the Company terminates
the Participant's employment for any reason on or after a Change in
Control,
(iii) the date that Participant's total annual compensation (including
salary, bonuses, long and short term incentives, deferred
compensation and award of stock options, as well as all other
benefits in force at the time of a Change in Control) is reduced, or
the Participant's scope of work responsibility is reduced, or the
Participant is requested to relocate from his place of employment
with the Company, in each case, on or after a Change in Control, or
(iv) the date that is two years after the date of a Change in Control.
99-IPR (5 of 7)
The tax assistance payments shall be made with respect to each vesting of
share and/or cash distribution 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 or any successor to 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 or any successor to 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
99-IPR (6 of 7)
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.
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.
99-IPR (7 of 7)
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. ADMINISTRATION. Prior to a Change in Control, the Committee shall have
sole and complete discretion in the interpretation of and determinations under
this Agreement and the determination of the Committee shall be final and binding
on the Participant and the Company except in the case of bad faith or willful
misconduct. After a Change in Control, those individuals who comprised the
Committee immediately prior to the Change in Control shall have the sole and
complete discretion in the interpretation of and determinations under this
Agreement and the determination of a majority of these individuals shall be
final and binding on the Participant and the Company and its successors 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 19, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ GEORGE R. HAUBENREICH, JR.
George R. Haubenreich, Jr.
Sr. Vice President, General Counsel
and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
/s/ BRUCE CRAGER
99-IPR (1 of 7)
NO. P-115 9,000 SHARES
----- ---------
OCEANEERING INTERNATIONAL, INC.
1999 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 L. ZACHARY (the "Participant"). Except as defined herein,
capitalized terms shall have the same meaning ascribed to them under the 1999
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, Cal Dive International, Inc., Coflexip,
S.A. (ADR), Global Industries Ltd., Halliburton Company, McDermott
International, Inc., Offshore Logistics, 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
99-IPR (2 of 7)
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 19, 1999 (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 July 14, 2000 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 July 16, 1999, to the
Closing Stock Prices on the last trading day of each calendar week for each of
such companies for the period ended July 14, 2000.
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%
99-IPR (3 of 7)
(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 July 13, 2001 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 July 16, 1999 to the Closing Stock
Prices on the last trading day of each calendar week for each of such companies
for the period ended July 13, 2001.
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 July 12, 2002 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 July 16, 1999 to the Closing Stock
Prices on the last trading day of each calendar week for each of such companies
for the period ended July 12, 2002.
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 July 13, 2001, 25% on July 12, 2002, 25% on July 11,
2003 and a final 25% on July 9, 2004. 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 July 12, 2002, 25% on July 11, 2003, 25% on July 9,
2004 and a final 25% on July 8, 2005. 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 July 11, 2003, 25% on July 9, 2004, 25% on July 8,
2005 and a final 25% on July 7, 2006. 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
99-IPR (4 of 7)
(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 CONT: In the event a Change in Control occurs
prior to the time that the conditions of the applicable paragraph (a), (b) or
(c) above have been satisfied with respect to a share of Restricted Stock, upon
such Change in Control, such conditions shall be deemed to have been satisfied
with respect to such share of Restricted Stock, provided that such share has not
theretofore been forfeited. Vesting of shares of Restricted Stock described in
this paragraph (and any substitute security, and/or cash component distributed
in connection with a Change in Control) shall occur at the soonest of:
(i) the applicable dates specified in paragraph (d),
(ii) the date that the Company or any successor to the Company terminates
the Participant's employment for any reason on or after a Change in
Control,
(iii) the date that Participant's total annual compensation (including
salary, bonuses, long and short term incentives, deferred
compensation and award of stock options, as well as all other
benefits in force at the time of a Change in Control) is reduced, or
the Participant's scope of work responsibility is reduced, or the
Participant is requested to relocate from his place of employment
with the Company, in each case, on or after a Change in Control, or
(iv) the date that is two years after the date of a Change in Control.
99-IPR (5 of 7)
The tax assistance payments shall be made with respect to each vesting of
share and/or cash distribution 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 or any successor to 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 or any successor to 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
99-IPR (6 of 7)
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.
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.
99-IPR (7 of 7)
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. ADMINISTRATION. Prior to a Change in Control, the Committee shall have
sole and complete discretion in the interpretation of and determinations under
this Agreement and the determination of the Committee shall be final and binding
on the Participant and the Company except in the case of bad faith or willful
misconduct. After a Change in Control, those individuals who comprised the
Committee immediately prior to the Change in Control shall have the sole and
complete discretion in the interpretation of and determinations under this
Agreement and the determination of a majority of these individuals shall be
final and binding on the Participant and the Company and its successors 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 19, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ GEORGE R. HAUBENREICH, JR.
George R. Haubenreich, Jr.
Sr. Vice President, General Counsel
and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
/s/ JOHN L. ZACHARY
99-IPR (1 of 7)
NO. P-101 150,000 SHARES
----- -----------
OCEANEERING INTERNATIONAL, INC.
1999 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 1999
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, Cal Dive International, Inc., Coflexip,
S.A. (ADR), Global Industries Ltd., Halliburton Company, McDermott
International, Inc., Offshore Logistics, 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
99-IPR (2 of 7)
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 19, 1999 (the "Date of Grant"), the Company hereby awards to
the Participant as of the Date of Grant a total of
150,000 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 50,000 shares,
Tranche B containing 50,000 shares and Tranche C containing 50,000 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 July 14, 2000 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 July 16, 1999, to the
Closing Stock Prices on the last trading day of each calendar week for each of
such companies for the period ended July 14, 2000.
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%
99-IPR (3 of 7)
(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 July 13, 2001 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 July 16, 1999 to the Closing Stock
Prices on the last trading day of each calendar week for each of such companies
for the period ended July 13, 2001.
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 July 12, 2002 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 July 16, 1999 to the Closing Stock
Prices on the last trading day of each calendar week for each of such companies
for the period ended July 12, 2002.
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 July 13, 2001, 25% on July 12, 2002, 25% on July 11,
2003 and a final 25% on July 9, 2004. 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 July 12, 2002, 25% on July 11, 2003, 25% on July 9,
2004 and a final 25% on July 8, 2005. 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 July 11, 2003, 25% on July 9, 2004, 25% on July 8,
2005 and a final 25% on July 7, 2006. 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
99-IPR (4 of 7)
(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 CONT: In the event a Change in Control occurs
prior to the time that the conditions of the applicable paragraph (a), (b) or
(c) above have been satisfied with respect to a share of Restricted Stock, upon
such Change in Control, such conditions shall be deemed to have been satisfied
with respect to such share of Restricted Stock, provided that such share has not
theretofore been forfeited. Vesting of shares of Restricted Stock described in
this paragraph (and any substitute security, and/or cash component distributed
in connection with a Change in Control) shall occur at the soonest of:
(i) the applicable dates specified in paragraph (d),
(ii) the date that the Company or any successor to the Company terminates
the Participant's employment for any reason on or after a Change in
Control,
(iii) the date that Participant's total annual compensation (including
salary, bonuses, long and short term incentives, deferred
compensation and award of stock options, as well as all other
benefits in force at the time of a Change in Control) is reduced, or
the Participant's scope of work responsibility is reduced, or the
Participant is requested to relocate from his place of employment
with the Company, in each case, on or after a Change in Control, or
(iv) the date that is two years after the date of a Change in Control.
99-IPR (5 of 7)
The tax assistance payments shall be made with respect to each vesting of
share and/or cash distribution 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 or any successor to 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 or any successor to 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
99-IPR (6 of 7)
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.
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.
99-IPR (7 of 7)
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. ADMINISTRATION. Prior to a Change in Control, the Committee shall have
sole and complete discretion in the interpretation of and determinations under
this Agreement and the determination of the Committee shall be final and binding
on the Participant and the Company except in the case of bad faith or willful
misconduct. After a Change in Control, those individuals who comprised the
Committee immediately prior to the Change in Control shall have the sole and
complete discretion in the interpretation of and determinations under this
Agreement and the determination of a majority of these individuals shall be
final and binding on the Participant and the Company and its successors 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 19, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ GEORGE R. HAUBENREICH, JR.
George R. Haubenreich, Jr.
Senior 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