EXHIBIT 10.2
AMENDED AND RESTATED
OCEANEERING INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I
Purpose
1.1 Purpose of Plan. The purpose of the Amended and Restated
Oceaneering International, Inc. Supplemental Executive Retirement Plan (the
"Plan") is to advance the interests of Oceaneering International, Inc. and its
subsidiaries and affiliates (hereinafter sometimes collectively or individually
referred to as the "Company") and of its owners by attracting and retaining in
its employ highly qualified individuals for the successful conduct of its
business. The Company hopes to accomplish these objectives by helping to provide
for the retirement of its key employees selected to participate in the Plan.
1.2 ERISA Status. The Plan is intended to qualify for certain
exemptions under Title I of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), provided for plans that are unfunded and maintained
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees.
ARTICLE II
Definitions
2.1 "Account" means collectively the Participant's Company Account and
the Participant's Deferral Account.
2.2 "Account Value" means, at any given time, the sum of all amounts
credited to the Participant's Account, adjusted for any income, gain or loss and
any payments attributable to such account.
2.3 "Active Participant" means a Participant who qualifies as an Active
Participant under Section 3.1.
2.4 "Beneficiary" means the person designated by each Participant, on a
form provided by the Company for this purpose, to receive the Participant's
distribution under Article V in the event of the Participant's death prior to
receiving complete payment of his Account. In order to be effective under this
Plan, any form designating a Beneficiary must be delivered to the Committee
before the Participant's death. In the absence of such an effective designation
of a Beneficiary, "Beneficiary" means the Participant's spouse or, if there is
no spouse on the date of Participant's death, the Participant's estate.
2.5 "Board" means the Board of Directors of the Company or the board of
directors of a company that is a successor to the Company.
2.6 "Bonus" means any bonus paid to a Participant under any plan,
policy or program of the Company providing for the payment of annual bonuses to
employees.
2.7 "Change of Control" means, the earliest date at which:
(i) any Person is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended, and the rules and
regulations promulgated thereunder), directly or
indirectly, of securities of the Company representing
20% or more of the combined voting power of the
Company's outstanding Voting Securities, other than
through the purchase of Voting Securities directly
from the Company through a private placement; or
(ii) individuals who constitute the Board on the date
hereof (the "Incumbent Board") cease for any reason
to constitute at least a majority thereof, provided
that any person becoming a director subsequent to the
date hereof whose election, or nomination for
election by the Company's shareholders, was approved
by a vote of at least two-thirds of the directors
comprising the Incumbent Board shall from and after
such election be deemed to be a member of the
Incumbent Board; or
(iii) the Company is merged or consolidated with another
corporation or entity and as a result of such merger
or consolidation less than 60% of the outstanding
Voting Securities of the surviving or resulting
corporation or entity shall then be owned by the
former stockholders of the Company; or
(iv) a tender offer or exchange offer is made and
consummated by a Person other than the Company for
the ownership of 20% or more of the Voting Securities
of the Company then outstanding; or
(v) all or substantially all of the assets of the Company
are sold or transferred to a Person as to which (a)
the Incumbent Board does not have authority (whether
by law or contract) to directly control the use or
further disposition of such assets and (b) the
financial results of the Company and such Person are
not consolidated for financial reporting purposes.
Anything else in this definition to the contrary notwithstanding, no Change of
Control shall be deemed to have occurred by virtue of any transaction which
results in the Participant, or a group of Persons which includes the
Participant, acquiring more than 20% of either the combined voting power of the
Company's outstanding Voting Securities or the Voting Securities of any other
corporation or entity which acquires all or substantially all of the assets of
the Company, whether by way of merger, consolidation, sale of such assets or
otherwise.
2.8 "Company Account" means the account maintained by the Committee
reflecting each Participant's Company Contributions, together with any income,
gain or loss and any payments attributable to such account.
2.9 "Company Contribution" means the total contributions credited to a
Participant's Company Account for any one Plan Year pursuant to the provisions
of Section 3.2.
2.10 "Company Contribution Value" means, at any given time with respect
to a particular Company Contribution, the amount of the Company Contribution,
adjusted by any income, gain or loss and any payments attributable to such
account.
2.11 "Compensation" means monthly base salary before any reductions.
2.12 "Committee" means the committee appointed by the Board to
administer the Plan.
2.13 "Deferral Account" means the account maintained by the Committee
reflecting each Participant's Deferral Contributions, together with any income,
gain or loss and any payments attributable to such account.
2.14 "Deferral Account Value" means, at any given time, 100% of the
total amount of Deferral Contributions credited to the Participant's Deferral
Account, adjusted by any income, gain or loss and any payments attributable to
such account.
2.15 "Deferral Contribution" means Compensation or Bonus that is
credited to a Participant's Deferral Account pursuant to the provisions of
Sections 3.3 and 3.4.
2.16 "Effective Date" means July 1, 1997 as to the original Plan, and
January 1, 2000 as to this Amended and Restated Plan.
2.17 "Eligible Employee" means a highly compensated or management
employee of the Company who meets the criteria established by the Committee to
determine eligibility for the Plan.
2.18 "Fiscal Year" means the twelve-month period commencing each
April 1.
2.19 "Participant" means an individual who is or was an Eligible
Employee and has an Account balance under the Plan, including an Active
Participant.
2.20 "Person" means any individual corporation, partnership, group,
association or other "person," as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, other than the Company or any plans
sponsored by the Company.
2.21 "Plan" means this Amended and Restated Oceaneering International,
Inc. Supplemental Executive Retirement Plan and any amendments hereto.
2.22 "Plan Obligations" means, on any given date, the sum of the
Account Values of all Participants. With respect to each Participant, "Plan
Obligations" means such Participant's Account Value on the applicable date.
2.23 "Plan Year" means the 12-month period beginning July 1 and ending
June 30.
2.24 "Selected Index" means, with respect to any Account, the
investment vehicle with reference to which the value of such Account is
determined.
2.25 "Vested Account Value" means the sum of the Participant's Vested
Company Contribution Values and the Participant's Deferral Account Value.
2.26 "Vested Company Contribution Value" means, with respect to a
particular Company Contribution, the applicable Company Contribution Value
multiplied by the applicable Vested Percentage.
2.27 "Vested Percentage" means the percentage as to which a Participant
is vested in a particular contribution, as determined under Section 4.5.
2.28 "Voting Securities" means, with respect to any corporation or
business enterprise, those securities, which under ordinary circumstances are
entitled to vote for the election of directors or others charged with comparable
duties under applicable law.
2.29 "Year[s] of Participation" means each 12 consecutive months of
employment after the individual first becomes a Participant.
ARTICLE III
Contributions
3.1 Selection of Active Participants. With respect to each Plan Year or
portion thereof, the Committee shall select, in its discretion, those Eligible
Employees approved to participate in the Plan, or participation may be
determined in any other manner authorized by the Company. The selected
individuals shall be the Active Participants for that Plan Year. Active
Participant status shall terminate upon a Participant's termination of
employment, and no contributions shall be made with respect to periods
thereafter unless the Participant resumes employment and is again selected as an
Active Participant in the Plan.
3.2 Company Contributions. With respect to each Plan Year or portion
thereof, the Committee shall declare a contribution percentage for each Active
Participant's Company Account. The Committee has the right to change the
contribution percentage for a Participant during the Plan Year. The contribution
percentage declared for a Participant may, but need not be, the same as the
contribution percentage declared for other Participants. Company Contributions
shall be credited as of the last day of each month of the Plan Year or at such
other times as determined by the Committee to each Active Participant's Company
Account, in an amount equal to the contribution percentage declared for the
Participant multiplied by the Participant's Compensation.
3.3 Participant Deferrals. For any Fiscal Year, the Committee may, in
its sole discretion, allow an Active Participant to elect to defer each month
the present payment by the Company of any whole percentage (or dollar amount) of
his Compensation that would otherwise be paid during such Fiscal Year, and
instead have that amount credited to his Deferral Account. The Compensation
otherwise currently payable to the Participant shall be reduced by the amount
the Participant elected to have contributed to the Participant's Deferral
Account, which shall be a Deferral Contribution. In addition, for any Fiscal
Year, the Committee may, in its sole discretion, allow an Active Participant to
elect to defer the present payment by the Company of any whole percentage (or
dollar amount) of his Bonus earned during such Fiscal Year, and instead have
that amount credited to his Deferral Account. The Bonus otherwise payable to the
Participant shall be reduced by the amount the Participant elected to have
contributed to the Participant's Deferral Account, which shall be a Deferral
Contribution.
3.4 Manner of Deferral Election. The Committee shall prescribe, in its
sole discretion, the procedures and limitations for Deferral Contributions, if
any. Elections to make Deferral Contributions shall be in writing, signed by the
Participant, in a form supplied by the Company. Unless the Committee otherwise
provides in its sole discretion, the form must be completed, signed and returned
to the Committee prior to the beginning of the Fiscal Year for which the
election is to be effective and a Participant's election shall be irrevocable
for the applicable period(s) for which it was filed. The Committee may provide
that a Participant's election shall be effective until it is revoked. An
election may be revoked prospectively by notice to the Participant from the
Committee that the election is terminated.
ARTICLE IV
Accounts
4.1 Company Accounts. The Committee shall establish and maintain an
individual bookkeeping account for each Participant, which shall be the
Participant's Company Account. The Committee shall credit the amount of each
Company Contribution made on behalf of a Participant to such Participant's
Company Account as of the last day of each month of the Plan Year for which the
Company Contribution was made or at such other times as determined by the
Committee. The Committee shall further debit and/or credit the Participant's
Company Account with any income, gain or loss and any payments attributable to
such Account on a daily basis, or at such other times as it shall determine
appropriate. The sole purpose of the Participant's Company Account is to record
and reflect the Company's Plan Obligations related to Company Contributions to
each Participant under the Plan. The Company shall not be required to segregate
any of its assets with respect to Plan Obligations, nor shall any provision of
the Plan be construed as constituting such segregation.
4.2 Deferral Accounts. The Committee shall establish and maintain an
individual bookkeeping account for each Participant, which shall be the
Participant's Deferral Account. The Committee shall credit the amount of each
Deferral Contribution made on behalf of a Participant to such Participant's
Deferral Account as soon as administratively feasible following the applicable
deferral. The Committee shall further debit and/or credit the Participant's
Deferral Account with any income, gain or loss and any payments attributable to
such Account on a daily basis, or at such other times as it shall determine
appropriate. The sole purpose of the Participant's Deferral Account is to record
and reflect the Company's Plan Obligations related to Deferral Contributions to
each Participant under the Plan. The Company shall not be required to segregate
any of its assets with respect to Plan Obligations, nor shall any provision of
the Plan be construed as constituting such segregation.
4.3 Accruals to the Accounts.
(a) The Committee shall designate one or more investment
vehicles to serve as an index or indices for the
purpose of determining amounts to be debited and/or
credited to the Participant's Account. On a form
supplied by the Company, a Participant may choose to
allocate Company Contributions and his Deferral
Contributions to the designated investment vehicles,
and may change such allocation with respect to future
Company Contributions and Deferral Contributions,
such change in allocation to be effective
immediately. On a form supplied by the Company, a
Participant may also exchange amounts already in the
Participant's Company Account and Deferral Account
between and among the designated investment vehicles
as frequently as daily, or at other times as shall be
determined by the Committee. A copy of any available
Prospectus or other disclosure materials for each
investment vehicle shall be made available to each
Participant upon request. The investment vehicle
pursuant to which investment gains/losses to any
Account thereof are to be determined shall be
referred to as the "Selected Index." The Committee
shall select from time to time the Selected Index a
Participant shall be deemed to have elected for
purposes of all or any portion of his Account as to
which he has not actually made an allocation
election. The Committee may change at any time the
Selected Indexes available under the Plan.
(b) Any "Selected Index" is solely for the purpose of
determining investment gains/losses to an Account,
and nothing herein shall obligate the Company to
invest any part of its assets in any investment
vehicle serving as a Selected Index or in any other
investments.
4.4 Nature and Source of Payments. The obligation to make distributions
under this Plan with respect to each Participant shall constitute a liability of
the Company to the Participant and any Beneficiary in accordance with the terms
of this Plan. All distributions payable hereunder shall be made from the general
assets of the Company, and nothing herein shall be deemed to create a trust of
any kind between the Company and any Participant or other person. No special or
separate fund need be established nor need any other segregation of assets be
made to assure that distributions will be made under this Plan. No Participant
or Beneficiary shall have any interest in any particular asset of the Company by
virtue of the existence of this Plan. Each Participant and Beneficiary shall be
an unsecured creditor of the Company.
4.5 Vesting.
(a) Normal Vesting: A Participant's Vested Percentage of
each Plan Year's Company Contribution, adjusted by
any income, gain or loss and any payments
attributable thereto, shall be determined at the end
of each Plan Year by the number of full Plan Years
that the Participant remains as a Participant in the
continuous employment of the Company from and after
the first day of the Plan Year with respect to which
the Company Contribution is made, as set forth in the
following schedule:
<Table>
<Caption>
Full Plan Years of Continuous Employment as a
Participant Beginning With Contribution Year Vesting Percentage
- --------------------------------------------- ------------------
Less than 1 0%
At least 1 but less than 2 33%
At least 2 but less than 3 66%
At least 3 100%
</Table>
A Participant's Vested Percentage with regard to the Participant's Deferral
Account will always be 100%.
(b) Forfeiture: Upon termination of employment other than
as described in Section 4.5(c), a Participant shall
forfeit all amounts credited to his Account other
than his Vested Account Value determined as of the
close of business coincident with or next following
the date on which the Participant terminated
employment; provided, however, that amounts not so
forfeited shall continue to be debited and credited
in accordance with Section 5.4 from and after
termination of employment.
(c) Accelerated Vesting: The schedule above
notwithstanding, the Participant shall have a Vested
Percentage of 100% for his entire Account upon the
soonest of the following to occur during the
Participant's employment with the Company: (i) the
date that
the Participant has completed 10 Years of
Participation, (ii) the date that the sum of the
Participant's attained age and Years of Participation
equals 65, (iii) the date of termination of the
Participant's employment as a result of the
Participant's death or disability, or (iv) the date
of termination of the Participant's employment within
24 months following a Change of Control. In the event
the Company terminates the Plan, all Participants
will be 100% vested in Accounts not theretofore
forfeited. Cessation of Company Contributions under
the Plan shall not be deemed a termination of the
Plan.
ARTICLE V
Distributions
5.1 Occasions for Distributions. The Company shall distribute a
Participant's Vested Account Value following the events and in the manner set
forth in this Article V. A Participant's Account shall be debited in the amount
of any distribution made from the Account as of the date of the distribution.
5.2 Distribution Elections. Subject to rules established by the
Committee, a Participant may file a distribution election directing how his
Vested Account Value shall be distributed following his termination of
employment for any reason. Such distribution election must be made on a form
supplied by the Company for that purpose. To be effective, such distribution
election must be filed at least 12 months prior to the date the Participant's
Vested Account Balance is to be distributed. In the event the Participant files
more than one distribution election, the last distribution election shall
control. Anything to the contrary notwithstanding, the Committee, in its sole
discretion, has the right to substitute a lump-sum payment to the Participant
equal to the Participant's Vested Account Value.
5.3 Distribution on Account of Termination of Employment. If a
Participant terminates employment with the Company for any reason, including by
reason of death or disability, the Company shall distribute, or begin
distributing to the Participant (or the Participant's Beneficiary) within 45
days, the full amount of the Participant's Vested Account Value, unless the
Participant has elected to delay such distribution until the next calendar year.
If the Participant has elected to delay payment of a lump sum payment to the
calendar year following termination or death, payment shall be made no later
than the later of (i) the fifth (5th) business day of the calendar year
following termination or death and (ii) 45 days following termination or death.
Such distributions shall be in the form specified on the most recently filed
distribution election form (unless the Committee elects to substitute a lump-sum
payment as described in Section 5.2). If no election form exists, the
distribution will be distributed as soon as practicable in the form of a
lump-sum payment equal to the Participant's Vested Account Value.
5.4 Continuation of Accounts after Commencement of Distributions. If a
Participant's Vested Account Value is to be distributed in a form other than a
lump sum payable as soon as practical, then the Account shall continue to be
credited (or debited) with earnings or losses as described in Section 4.3, until
the entire Vested Account Value has been distributed.
ARTICLE VI
Committee
6.1 Authority. The Committee shall have the authority, subject to the
provisions of the Plan, to establish, adopt and revise such rules and
regulations and to make all such determinations relating to the Plan as it may
deem necessary or appropriate for the administration of the Plan. The Committee
may correct any defect or supply any omission or reconcile any inconsistency in
this Plan or any agreement or document related to this Plan in the manner and to
the extent the Committee deems necessary or
appropriate to carry this Plan into effect. The Committee's interpretation of
the Plan, and all decisions and determinations by the Committee with respect to
the Plan, shall be final and binding on all parties.
6.2 Delegation of Authority. The Committee may delegate any of its
powers or responsibilities to one or more members of the Committee or any other
person or entity.
6.3 Procedures. The Committee may establish procedures to conduct its
operations and to carry out its rights and duties under the Plan.
6.4 Compensation and Expenses. The members of the Committee shall serve
without compensation for their services, but all expenses of the Committee and
all other expenses incurred in administering the Plan shall be paid by the
Company.
6.5 Statements to Participants. Periodically, with the frequency
determined by the Committee in its sole discretion, but not less frequently than
annually, the Committee shall transmit to each Participant a written statement
regarding the Participant's Account activity for the period beginning on the
date following the effective date of the preceding statement and ending on the
effective date of the current statement.
6.6 Indemnification. The Company shall indemnify the members of the
Committee and/or any of their delegates against the reasonable expenses,
including attorneys' fees, actually and appropriately incurred by them in
connection with the defense of any action, suit or proceeding, or in connection
with any appeal thereto, to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the Plan and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) and against
all amounts paid by them in satisfaction of a judgment in any such action, suit
or proceeding, except in relation to matters as to which it shall be adjudged in
a suit of final adjudication that such Committee member is liable for fraud,
deliberate dishonesty or willful misconduct in the performance of his duties;
provided that within 60 days after the institution of any such action, suit or
proceeding a Committee member has offered in writing to allow the Company, at
its own expense, to handle and defend any such action, suit or proceeding.
ARTICLE VII
Amendment and Termination
Power to Amend and/or Terminate Reserved. The Company retains the
unilateral power to amend the Plan, or to terminate the Plan at any time.
Without the consent of affected Participants or Beneficiaries, no such amendment
or termination shall adversely affect any Participants or Beneficiaries with
respect to their right to receive the applicable Vested Account Value,
determined as of the later of the date that the Plan amendment or termination is
adopted or by its terms to be effective.
ARTICLE VIII
Miscellaneous
8.1 Plan Does Not Affect the Rights of Employee. Nothing contained in
this Plan shall be deemed to give any Participant the right to be retained in
the employment of the Company, to interfere
with the rights of the Company to discharge any Participant at any time or to
interfere with a Participant's right to terminate his employment at any time.
8.2 Nonalienation and Nonassignment. Except for debts owed the Company
by a Participant or Beneficiary, no amounts payable or to become payable under
the Plan to a Participant or Beneficiary shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, whether voluntary, involuntary, by operation of law or otherwise, and
any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber
or charge the same by a Participant or Beneficiary prior to distribution as
herein provided shall be null and void.
8.3 Tax Withholding. The Company shall have the right to deduct from
any payments to a Participant or Beneficiary under the Plan any taxes required
by law to be withheld with respect to such payments. In addition, the Company
shall have the right to deduct from any Participant Deferrals or Company
Contributions any applicable employment taxes or other required withholdings
with respect to a Participant.
8.4 Setoffs. To the fullest extent permitted by law, any amounts owed
by a Participant or Beneficiary to the Company may be deducted by the Company
from such Participant's Vested Account Value at the time and to the extent that
such Vested Account Value is otherwise payable hereunder.
8.5 Construction. Unless the context clearly indicates to the contrary,
the masculine gender shall include the feminine and neuter, and the singular
shall include the plural and vice versa.
8.6 Applicable Law. The terms and provisions of the Plan shall be
construed in accordance with the laws of the State of Texas.
8.7 Successors. The Plan shall be binding upon the Company and its
successors and assigns, in accordance with its terms.
8.8 Claims Procedure. A Participant or Beneficiary may make a claim for
Plan benefits by filing a written application for benefits with the Committee.
Such application shall set forth the nature of the claim and any other
information that the Committee may reasonably request. The Committee shall
notify the applicant of the benefits determination within a reasonable time
after receipt of the claim, which shall not exceed 90 days unless special
circumstances require an extension of time for processing the claim. If such an
extension is required, written notice of the extension shall be furnished to the
applicant prior to the end of the initial 90-day period. In no event shall such
an extension exceed a period of 90 days from the end of the initial period. The
extension notice shall indicate the special circumstances requiring an extension
of time, and the date by which a final decision is expected to be rendered.
Notice of a claim denial, in whole or in part, shall be set forth in a
manner calculated to be understood by the applicant and shall contain the
following:
(a) the specific reason or reasons for the denial; and
(b) a specific reference to the pertinent Plan provisions
on which the denial is based; and
(c) a description of any additional material or
information necessary for the applicant to perfect
the claim and an explanation of why such material or
information is necessary; and
(d) an explanation of the Plan's claims review procedure.
Participants shall be given timely written notice of the time limits
set forth herein for determinations on claims, appeal of claim denial and
decisions on appeal. If notice of a claim determination is not provided within
the applicable time frame described above, the claim shall be deemed denied and
the applicant may appeal the denial as set forth below.
If a written claim results in a claim denial, either in whole or in
part, the applicant has the right to appeal. The appeal must be in
writing. The administrative process for appealing a claim is: Upon
receipt of a claim denial, a Participant may file a written request,
including any additional information supporting the claim, for
reconsideration to the Committee within 60 days of receiving
notification that the claim is denied.
The Committee normally shall render a decision no later than 60 days
following receipt of the request for review. The Participant may
request a formal hearing before the Committee which the Committee may
grant in its discretion. Under special circumstances which require an
extension of time for rendering a decision (including but not limited
to the need to hold a hearing), the decision may be delayed up to 120
days following receipt of the request for review. If such an extension
is required, the Participant will be advised in writing before the
extension begins.
The Committee will provide written notice of its final determination.
The notice will include specific reasons for the decision, be written
in a manner calculated to be understood by the Participant and make
specific reference to the Plan provisions on which it is based.
An appeal will not be considered if it is not filed within the
applicable period of time. If a decision on an appeal is not provided within any
applicable time frame described above, the claim shall be deemed denied on
appeal.
At any stage in the appeals process, the applicant or his or her
designated representative may review pertinent documents, including copies of
the Plan document and information relating to the applicant's entitlement to
such benefit, and submit issues and comments in writing.
8.9 Arbitration. Any dispute or claim arising out of this Plan or the
breach thereof shall be settled by arbitration in accordance with the rules of
the American Arbitration Association, to be conducted in Houston, Texas before
an arbitrator selected in accordance with such rules. Judgment upon the award
rendered by the Arbitrator may be entered in any court having jurisdiction
thereof.
IN WITNESS WHEREOF, Oceaneering International, Inc. has caused this
Plan to be executed by its duly authorized officer, effective as provided
herein.
OCEANEERING INTERNATIONAL, INC.
By: /s/ Marvin J. Migura
--------------------
Name: Marvin J. Migura
Title: Sr. Vice President
Date: September 13, 2002
ATTEST:
By: /s/ George R. Haubenreich, Jr.
------------------------------
Name: George R. Haubenreich, Jr.
Title: Secretary