Exhibit 10.09


OCEANEERING INTERNATIONAL, INC.
2002 BONUS AWARD PLAN


On March 15, 2002, a 2002 Bonus Award Plan under the 1999 Incentive Plan or any
successor Incentive Plan was approved by the Company's Board of Directors to be
administered by its Compensation Committee. Individuals were nominated and
approved for inclusion in the Plan and reviewed after final results were
completed. Recommendations for cash bonus awards were based on the
accomplishment of results (Individual, Profit Center and Total Company) in order
to determine the amount of award, if any, to be made. Awardees must be amongst
the nominated group for eligibility, and be employed by the Company at the time
of funding. Bonuses are earned when paid. Individuals, as designated, are
subject to a maximum bonus eligibility of 10%-125% of current base salary.

The 2002 Bonus Award Plan is based on achieving specific results by the
Individual, his Profit Center and the Total Company. In order to integrate each
of these performances in a fashion that benefits the Shareholders and Employees,
each item is interrelated. The amount of award recommendation was based on the
following methodology:

Individual Coefficient

The Individual Coefficient is determined by taking the individual's weighted
average evaluation of objectives achieved times the individual's salary maximum.
This is the beginning step in determining the final award. An individual's
performance must meet certain minimum criteria or he is eliminated from bonus
award consideration.

Profit Center Results Contribution

The Profit Center Contribution is determined by comparing the Profit Center Net
Income Objective with the results achieved and determining the Contribution to
the Individual Coefficient.

Should the Profit Center results be below a specified amount, all the
individuals in that Profit Center may be eliminated from the Award Program. The
Chief Executive Officer may review the performance of areas within the region on
a case-by-case basis and take appropriate action. Should the actual results be
equal to or greater than such specified amount, the individual becomes eligible
for an award.

Oceaneering International, Inc. Results Contribution

The Company Results Contribution is determined by comparing the Company's Net
Income Result with the Objective planned. The results achieved determine the
multiplier used. Thus, an individual may, subject to the determined maximum, be
recommended for an award equal to the Individual Coefficient times the Profit
Center Contribution times the Company Results Contribution times current base
salary.

The 2002 Bonus Award Plan is in effect for 2002. It is extremely important that
the Company continue improved results. All participants must be committed to a
reward system based onachieving results. The Company is entrepreneurially
oriented and must use its maximum creativity, effort and determination in
achieving individual results that collectively increases its Shareholders' Net
Wealth. The 2002 Bonus Award Plan is structured to foster that position.