1
EXHIBIT 10.20
AWARD NO. B-119 14,188 SHARES
OCEANEERING INTERNATIONAL, INC.
FY99 BONUS RESTRICTED STOCK AWARD 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 XXXX X. XXXX (the "Participant"). Except as
defined herein, capitalized terms shall have the same meaning ascribed to them
under the 1996 Incentive Plan of Oceaneering International, Inc., as from time
to time amended, a copy of which is attached hereto and made a part hereof for
all purposes (the "Plan"). To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth below
shall have the following respective meanings:
(a) "Change in Control" means, with respect to the Company, if
(i) a third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.
(b) "Closing Stock Price" means, with respect to common stock
on a particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.
(c) "Disability" means a physical or mental impairment of
sufficient severity that, in the opinion of a physician selected by the Company,
the Participant is unable to fulfill his duties.
2. Award. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 14,188
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
2
(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 shares of Restricted Stock shall be
treated as described below for purposes of vesting and other terms and
conditions of this Agreement:
(a) Vesting of Common Stock: The shares of the Restricted
Stock shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22,
2001 and 25% on June 21, 2002. Upon termination of a Participant's employment
(with or without cause, voluntary, involuntary or for any reason whatsoever
except as provided in Sections 3(c) and 3(d)), all Restricted Stock for which
the conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.
(b) 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(c), 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.
(c) Effect of Change in Control: In the event a Change in
Control occurs prior to the time that the conditions of paragraph (b) above have
been satisfied with respect to a share of Restricted Stock, and upon such Change
in Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.
(d) Effect of Death or Disability. In the event of the death
or Disability of the Participant while employed by the Company, the conditions
of paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.
(e) Dividends: Dividends (other than dividends in capital
stock) with respect to shares of Restricted Stock shall be paid to the
Participant without regard to the restrictions otherwise applicable to such
shares. Dividends in capital stock of the Company shall accumulate and be
associated with the Restricted Stock to which they relate and shall vest at the
time such Restricted Stock vests.
(f) 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.
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4. Code Section 83(b) Election. The Participant shall not make
an election, under Code Section 83(b), to include in income the fair market
value of the Restricted Stock in respect of this award of Restricted Stock on
the Date of Grant.
5. Sale of Restricted Stock. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.
6. Escrow of Certificates. The certificates representing
shares of Restricted Stock shall be registered in the name of the Participant
and deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.
7. Withholding of Taxes. No certificates representing the
shares of Restricted Stock shall be delivered to the Participant by the Company
unless the Participant (or Beneficiary, as defined in Section 8 below) remits to
the Company the amount of all federal, state and other governmental withholding
tax requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.
8. Beneficiary Designations. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.
9. Limitation of Rights. Nothing in this Agreement or the Plan
shall be construed to:
(a) give the Participant any right to be awarded any
Restricted Stock other than in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in
any fund or in any specified asset or assets of the Company or any affiliate of
the Company; or
(c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.
The Committee shall have the discretion to make determinations
under this Agreement and Plan, and such determinations shall be final and
binding on the Participant except in the case of bad faith and willful
misconduct.
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10. Nonalienation of Benefits. Except as contemplated by
Section 8 above, no right or benefit under this Agreement shall be subject to
transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, whether voluntary, involuntary, or by operation of law, and any attempt
to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.
11. Prerequisites to Benefits. Neither the Participant, nor
any person claiming through the Participant, shall have any right or interest in
the Restricted Stock awarded hereunder, unless and until all the terms,
conditions and provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as specified
herein.
12. Rights as a Stockholder. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.
13. Successors and Assigns. This Agreement shall bind and
inure to the benefit of and be enforceable by the Participant, the Company and
their respective permitted successors and assigns (including personal
representatives, heirs and legatees), except that the Participant may not assign
any rights or obligations under this Agreement except to the extent and in the
manner expressly permitted herein.
14. The Committee shall have sole and complete discretion in
the interpretation of this Agreement and the determination of the Committee
shall be final and binding on the Participant except in the case of bad faith or
willful misconduct.
15. Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Delaware.
16. Gender and Number. Whenever the context requires or
permits, the gender and number of words shall be interchangeable.
This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated herein by
reference.
Dated: June 18, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx, Xx.
-------------------------------
Xxxxxx X. Xxxxxxxxxxx, Xx.
Senior Vice President,
General Counsel and
Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
/s/ Xxxx X. Xxxx
-------------------------------
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AWARD NO. B-120 8,392 SHARES
OCEANEERING INTERNATIONAL, INC.
FY99 BONUS RESTRICTED STOCK AWARD 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. XXX XXXXXXX (the "Participant"). Except as
defined herein, capitalized terms shall have the same meaning ascribed to them
under the 1996 Incentive Plan of Oceaneering International, Inc., as from time
to time amended, a copy of which is attached hereto and made a part hereof for
all purposes (the "Plan"). To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth below
shall have the following respective meanings:
(a) "Change in Control" means, with respect to the Company, if
(i) a third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.
(b) "Closing Stock Price" means, with respect to common stock
on a particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.
(c) "Disability" means a physical or mental impairment of
sufficient severity that, in the opinion of a physician selected by the Company,
the Participant is unable to fulfill his duties.
2. Award. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 8,392 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
6
referred to herein as the "Restricted Period" as to those shares of stock.) The
shares of Restricted Stock shall be treated as described below for purposes of
vesting and other terms and conditions of this Agreement:
(a) Vesting of Common Stock: The shares of the Restricted
Stock shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22,
2001 and 25% on June 21, 2002. Upon termination of a Participant's employment
(with or without cause, voluntary, involuntary or for any reason whatsoever
except as provided in Sections 3(c) and 3(d)), all Restricted Stock for which
the conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.
(b) 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(c), 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.
(c) Effect of Change in Control: In the event a Change in
Control occurs prior to the time that the conditions of paragraph (b) above have
been satisfied with respect to a share of Restricted Stock, and upon such Change
in Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.
(d) Effect of Death or Disability. In the event of the death
or Disability of the Participant while employed by the Company, the conditions
of paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.
(e) Dividends: Dividends (other than dividends in capital
stock) with respect to shares of Restricted Stock shall be paid to the
Participant without regard to the restrictions otherwise applicable to such
shares. Dividends in capital stock of the Company shall accumulate and be
associated with the Restricted Stock to which they relate and shall vest at the
time such Restricted Stock vests.
(f) 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.
7
4. Code Section 83(b) Election. The Participant shall not make
an election, under Code Section 83(b), to include in income the fair market
value of the Restricted Stock in respect of this award of Restricted Stock on
the Date of Grant.
5. Sale of Restricted Stock. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.
6. Escrow of Certificates. The certificates representing
shares of Restricted Stock shall be registered in the name of the Participant
and deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.
7. Withholding of Taxes. No certificates representing the
shares of Restricted Stock shall be delivered to the Participant by the Company
unless the Participant (or Beneficiary, as defined in Section 8 below) remits to
the Company the amount of all federal, state and other governmental withholding
tax requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.
8. Beneficiary Designations. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.
9. Limitation of Rights. Nothing in this Agreement or the Plan
shall be construed to:
(a) give the Participant any right to be awarded any
Restricted Stock other than in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in
any fund or in any specified asset or assets of the Company or any affiliate of
the Company; or
(c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.
The Committee shall have the discretion to make determinations
under this Agreement and Plan, and such determinations shall be final and
binding on the Participant except in the case of bad faith and willful
misconduct.
8
10. Nonalienation of Benefits. Except as contemplated by
Section 8 above, no right or benefit under this Agreement shall be subject to
transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, whether voluntary, involuntary, or by operation of law, and any attempt
to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.
11. Prerequisites to Benefits. Neither the Participant, nor
any person claiming through the Participant, shall have any right or interest in
the Restricted Stock awarded hereunder, unless and until all the terms,
conditions and provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as specified
herein.
12. Rights as a Stockholder. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.
13. Successors and Assigns. This Agreement shall bind and
inure to the benefit of and be enforceable by the Participant, the Company and
their respective permitted successors and assigns (including personal
representatives, heirs and legatees), except that the Participant may not assign
any rights or obligations under this Agreement except to the extent and in the
manner expressly permitted herein.
14. The Committee shall have sole and complete discretion in
the interpretation of this Agreement and the determination of the Committee
shall be final and binding on the Participant except in the case of bad faith or
willful misconduct.
15. Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Delaware.
16. Gender and Number. Whenever the context requires or
permits, the gender and number of words shall be interchangeable.
This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated herein by
reference.
Dated: June 18, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx, Xx.
-----------------------------------
Xxxxxx X. Xxxxxxxxxxx, Xx.
Senior Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
/s/ T. Xxx Xxxxxxx
-------------------------------
9
AWARD NO. B-121 3,620 SHARES
OCEANEERING INTERNATIONAL, INC.
FY99 BONUS RESTRICTED STOCK AWARD 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 XXXXX XXXXXX (the "Participant"). Except as
defined herein, capitalized terms shall have the same meaning ascribed to them
under the 1996 Incentive Plan of Oceaneering International, Inc., as from time
to time amended, a copy of which is attached hereto and made a part hereof for
all purposes (the "Plan"). To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth below
shall have the following respective meanings:
(a) "Change in Control" means, with respect to the Company, if
(i) a third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.
(b) "Closing Stock Price" means, with respect to common stock
on a particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.
(c) "Disability" means a physical or mental impairment of
sufficient severity that, in the opinion of a physician selected by the Company,
the Participant is unable to fulfill his duties.
2. Award. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 3,620 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
10
referred to herein as the "Restricted Period" as to those shares of stock.) The
shares of Restricted Stock shall be treated as described below for purposes of
vesting and other terms and conditions of this Agreement:
(a) Vesting of Common Stock: The shares of the Restricted
Stock shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22,
2001 and 25% on June 21, 2002. Upon termination of a Participant's employment
(with or without cause, voluntary, involuntary or for any reason whatsoever
except as provided in Sections 3(c) and 3(d)), all Restricted Stock for which
the conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.
(b) 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(c), 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.
(c) Effect of Change in Control: In the event a Change in
Control occurs prior to the time that the conditions of paragraph (b) above have
been satisfied with respect to a share of Restricted Stock, and upon such Change
in Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.
(d) Effect of Death or Disability. In the event of the death
or Disability of the Participant while employed by the Company, the conditions
of paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.
(e) Dividends: Dividends (other than dividends in capital
stock) with respect to shares of Restricted Stock shall be paid to the
Participant without regard to the restrictions otherwise applicable to such
shares. Dividends in capital stock of the Company shall accumulate and be
associated with the Restricted Stock to which they relate and shall vest at the
time such Restricted Stock vests.
(f) 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.
11
4. Code Section 83(b) Election. The Participant shall not make
an election, under Code Section 83(b), to include in income the fair market
value of the Restricted Stock in respect of this award of Restricted Stock on
the Date of Grant.
5. Sale of Restricted Stock. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.
6. Escrow of Certificates. The certificates representing
shares of Restricted Stock shall be registered in the name of the Participant
and deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.
7. Withholding of Taxes. No certificates representing the
shares of Restricted Stock shall be delivered to the Participant by the Company
unless the Participant (or Beneficiary, as defined in Section 8 below) remits to
the Company the amount of all federal, state and other governmental withholding
tax requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.
8. Beneficiary Designations. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.
9. Limitation of Rights. Nothing in this Agreement or the Plan
shall be construed to:
(a) give the Participant any right to be awarded any
Restricted Stock other than in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in
any fund or in any specified asset or assets of the Company or any affiliate of
the Company; or
(c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.
The Committee shall have the discretion to make determinations
under this Agreement and Plan, and such determinations shall be final and
binding on the Participant except in the case of bad faith and willful
misconduct.
12
10. Nonalienation of Benefits. Except as contemplated by
Section 8 above, no right or benefit under this Agreement shall be subject to
transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, whether voluntary, involuntary, or by operation of law, and any attempt
to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.
11. Prerequisites to Benefits. Neither the Participant, nor
any person claiming through the Participant, shall have any right or interest in
the Restricted Stock awarded hereunder, unless and until all the terms,
conditions and provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as specified
herein.
12. Rights as a Stockholder. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.
13. Successors and Assigns. This Agreement shall bind and
inure to the benefit of and be enforceable by the Participant, the Company and
their respective permitted successors and assigns (including personal
representatives, heirs and legatees), except that the Participant may not assign
any rights or obligations under this Agreement except to the extent and in the
manner expressly permitted herein.
14. The Committee shall have sole and complete discretion in
the interpretation of this Agreement and the determination of the Committee
shall be final and binding on the Participant except in the case of bad faith or
willful misconduct.
15. Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Delaware.
16. Gender and Number. Whenever the context requires or
permits, the gender and number of words shall be interchangeable.
This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated herein by
reference.
Dated: June 18, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx, Xx.
------------------------------
Xxxxxx X. Xxxxxxxxxxx, Xx.
Senior Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
/s/ Xxxxx Xxxxxx
-----------------------------------
13
AWARD NO. B-122 2,400 SHARES
OCEANEERING INTERNATIONAL, INC.
FY99 BONUS RESTRICTED STOCK AWARD 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 XXXXXX X. XXXXXX (the "Participant"). Except as
defined herein, capitalized terms shall have the same meaning ascribed to them
under the 1996 Incentive Plan of Oceaneering International, Inc., as from time
to time amended, a copy of which is attached hereto and made a part hereof for
all purposes (the "Plan"). To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth below
shall have the following respective meanings:
(a) "Change in Control" means, with respect to the Company, if
(i) a third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.
(b) "Closing Stock Price" means, with respect to common stock
on a particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.
(c) "Disability" means a physical or mental impairment of
sufficient severity that, in the opinion of a physician selected by the Company,
the Participant is unable to fulfill his duties.
2. Award. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 2,400 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
14
referred to herein as the "Restricted Period" as to those shares of stock.) The
shares of Restricted Stock shall be treated as described below for purposes of
vesting and other terms and conditions of this Agreement:
(a) Vesting of Common Stock: The shares of the Restricted
Stock shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22,
2001 and 25% on June 21, 2002. Upon termination of a Participant's employment
(with or without cause, voluntary, involuntary or for any reason whatsoever
except as provided in Sections 3(c) and 3(d)), all Restricted Stock for which
the conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.
(b) 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(c), 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.
(c) Effect of Change in Control: In the event a Change in
Control occurs prior to the time that the conditions of paragraph (b) above have
been satisfied with respect to a share of Restricted Stock, and upon such Change
in Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.
(d) Effect of Death or Disability. In the event of the death
or Disability of the Participant while employed by the Company, the conditions
of paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.
(e) Dividends: Dividends (other than dividends in capital
stock) with respect to shares of Restricted Stock shall be paid to the
Participant without regard to the restrictions otherwise applicable to such
shares. Dividends in capital stock of the Company shall accumulate and be
associated with the Restricted Stock to which they relate and shall vest at the
time such Restricted Stock vests.
(f) 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.
15
4. Code Section 83(b) Election. The Participant shall not make
an election, under Code Section 83(b), to include in income the fair market
value of the Restricted Stock in respect of this award of Restricted Stock on
the Date of Grant.
5. Sale of Restricted Stock. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.
6. Escrow of Certificates. The certificates representing
shares of Restricted Stock shall be registered in the name of the Participant
and deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.
7. Withholding of Taxes. No certificates representing the
shares of Restricted Stock shall be delivered to the Participant by the Company
unless the Participant (or Beneficiary, as defined in Section 8 below) remits to
the Company the amount of all federal, state and other governmental withholding
tax requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.
8. Beneficiary Designations. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.
9. Limitation of Rights. Nothing in this Agreement or the Plan
shall be construed to:
(a) give the Participant any right to be awarded any
Restricted Stock other than in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in
any fund or in any specified asset or assets of the Company or any affiliate of
the Company; or
(c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.
The Committee shall have the discretion to make determinations
under this Agreement and Plan, and such determinations shall be final and
binding on the Participant except in the case of bad faith and willful
misconduct.
16
10. Nonalienation of Benefits. Except as contemplated by
Section 8 above, no right or benefit under this Agreement shall be subject to
transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, whether voluntary, involuntary, or by operation of law, and any attempt
to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.
11. Prerequisites to Benefits. Neither the Participant, nor
any person claiming through the Participant, shall have any right or interest in
the Restricted Stock awarded hereunder, unless and until all the terms,
conditions and provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as specified
herein.
12. Rights as a Stockholder. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.
13. Successors and Assigns. This Agreement shall bind and
inure to the benefit of and be enforceable by the Participant, the Company and
their respective permitted successors and assigns (including personal
representatives, heirs and legatees), except that the Participant may not assign
any rights or obligations under this Agreement except to the extent and in the
manner expressly permitted herein.
14. The Committee shall have sole and complete discretion in
the interpretation of this Agreement and the determination of the Committee
shall be final and binding on the Participant except in the case of bad faith or
willful misconduct.
15. Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Delaware.
16. Gender and Number. Whenever the context requires or
permits, the gender and number of words shall be interchangeable.
This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated herein by
reference.
Dated: June 18, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx, Xx.
--------------------------------
Xxxxxx X. Xxxxxxxxxxx, Xx.
Senior Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
17
AWARD NO. B-123 4,828 SHARES
OCEANEERING INTERNATIONAL, INC.
FY99 BONUS RESTRICTED STOCK AWARD 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. XXXXX XXXXXX (the "Participant"). Except as
defined herein, capitalized terms shall have the same meaning ascribed to them
under the 1996 Incentive Plan of Oceaneering International, Inc., as from time
to time amended, a copy of which is attached hereto and made a part hereof for
all purposes (the "Plan"). To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth below
shall have the following respective meanings:
(a) "Change in Control" means, with respect to the Company, if
(i) a third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.
(b) "Closing Stock Price" means, with respect to common stock
on a particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.
(c) "Disability" means a physical or mental impairment of
sufficient severity that, in the opinion of a physician selected by the Company,
the Participant is unable to fulfill his duties.
2. Award. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 4,828 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
18
referred to herein as the "Restricted Period" as to those shares of stock.) The
shares of Restricted Stock shall be treated as described below for purposes of
vesting and other terms and conditions of this Agreement:
(a) Vesting of Common Stock: The shares of the Restricted
Stock shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22,
2001 and 25% on June 21, 2002. Upon termination of a Participant's employment
(with or without cause, voluntary, involuntary or for any reason whatsoever
except as provided in Sections 3(c) and 3(d)), all Restricted Stock for which
the conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.
(b) 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(c), 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.
(c) Effect of Change in Control: In the event a Change in
Control occurs prior to the time that the conditions of paragraph (b) above have
been satisfied with respect to a share of Restricted Stock, and upon such Change
in Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.
(d) Effect of Death or Disability. In the event of the death
or Disability of the Participant while employed by the Company, the conditions
of paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.
(e) Dividends: Dividends (other than dividends in capital
stock) with respect to shares of Restricted Stock shall be paid to the
Participant without regard to the restrictions otherwise applicable to such
shares. Dividends in capital stock of the Company shall accumulate and be
associated with the Restricted Stock to which they relate and shall vest at the
time such Restricted Stock vests.
(f) 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.
19
4. Code Section 83(b) Election. The Participant shall not make
an election, under Code Section 83(b), to include in income the fair market
value of the Restricted Stock in respect of this award of Restricted Stock on
the Date of Grant.
5. Sale of Restricted Stock. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.
6. Escrow of Certificates. The certificates representing
shares of Restricted Stock shall be registered in the name of the Participant
and deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.
7. Withholding of Taxes. No certificates representing the
shares of Restricted Stock shall be delivered to the Participant by the Company
unless the Participant (or Beneficiary, as defined in Section 8 below) remits to
the Company the amount of all federal, state and other governmental withholding
tax requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.
8. Beneficiary Designations. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.
9. Limitation of Rights. Nothing in this Agreement or the Plan
shall be construed to:
(a) give the Participant any right to be awarded any
Restricted Stock other than in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in
any fund or in any specified asset or assets of the Company or any affiliate of
the Company; or
(c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.
The Committee shall have the discretion to make determinations
under this Agreement and Plan, and such determinations shall be final and
binding on the Participant except in the case of bad faith and willful
misconduct.
20
10. Nonalienation of Benefits. Except as contemplated by
Section 8 above, no right or benefit under this Agreement shall be subject to
transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, whether voluntary, involuntary, or by operation of law, and any attempt
to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.
11. Prerequisites to Benefits. Neither the Participant, nor
any person claiming through the Participant, shall have any right or interest in
the Restricted Stock awarded hereunder, unless and until all the terms,
conditions and provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as specified
herein.
12. Rights as a Stockholder. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.
13. Successors and Assigns. This Agreement shall bind and
inure to the benefit of and be enforceable by the Participant, the Company and
their respective permitted successors and assigns (including personal
representatives, heirs and legatees), except that the Participant may not assign
any rights or obligations under this Agreement except to the extent and in the
manner expressly permitted herein.
14. The Committee shall have sole and complete discretion in
the interpretation of this Agreement and the determination of the Committee
shall be final and binding on the Participant except in the case of bad faith or
willful misconduct.
15. Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Delaware.
16. Gender and Number. Whenever the context requires or
permits, the gender and number of words shall be interchangeable.
This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated herein by
reference.
Dated: June 18, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx, Xx.
--------------------------------
Xxxxxx X. Xxxxxxxxxxx, Xx.
Senior Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
/s/ M. Xxxxx XxXxxx
-----------------------------------
21
AWARD NO. B-124 1,200 SHARES
OCEANEERING INTERNATIONAL, INC.
FY99 BONUS RESTRICTED STOCK AWARD 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 XXXXXX X. XXXXXXXXXXX, XX. (the "Participant").
Except as defined herein, capitalized terms shall have the same meaning ascribed
to them under the 1996 Incentive Plan of Oceaneering International, Inc., as
from time to time amended, a copy of which is attached hereto and made a part
hereof for all purposes (the "Plan"). To the extent that any provision of this
Agreement conflicts with the express terms of the Plan, it is hereby
acknowledged and agreed that the terms of the Plan shall control and, if
necessary, the applicable provisions of this Agreement shall be hereby deemed
amended so as to carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth below
shall have the following respective meanings:
(a) "Change in Control" means, with respect to the Company, if
(i) a third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.
(b) "Closing Stock Price" means, with respect to common stock
on a particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.
(c) "Disability" means a physical or mental impairment of
sufficient severity that, in the opinion of a physician selected by the Company,
the Participant is unable to fulfill his duties.
2. Award. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 1,200 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
22
referred to herein as the "Restricted Period" as to those shares
of stock.) The shares of Restricted Stock shall be treated as described
below for purposes of vesting and other terms and conditions of this Agreement:
(a) Vesting of Common Stock: The shares of the Restricted
Stock shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22,
2001 and 25% on June 21, 2002. Upon termination of a Participant's employment
(with or without cause, voluntary, involuntary or for any reason whatsoever
except as provided in Sections 3(c) and 3(d)), all Restricted Stock for which
the conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.
(b) 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(c), 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.
(c) Effect of Change in Control: In the event a Change in
Control occurs prior to the time that the conditions of paragraph (b) above have
been satisfied with respect to a share of Restricted Stock, and upon such Change
in Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.
(d) Effect of Death or Disability. In the event of the death
or Disability of the Participant while employed by the Company, the conditions
of paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.
(e) Dividends: Dividends (other than dividends in capital
stock) with respect to shares of Restricted Stock shall be paid to the
Participant without regard to the restrictions otherwise applicable to such
shares. Dividends in capital stock of the Company shall accumulate and be
associated with the Restricted Stock to which they relate and shall vest at the
time such Restricted Stock vests.
(f) 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.
23
4. Code Section 83(b) Election. The Participant shall not make
an election, under Code Section 83(b), to include in income the fair market
value of the Restricted Stock in respect of this award of Restricted Stock on
the Date of Grant.
5. Sale of Restricted Stock. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.
6. Escrow of Certificates. The certificates representing
shares of Restricted Stock shall be registered in the name of the Participant
and deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.
7. Withholding of Taxes. No certificates representing the
shares of Restricted Stock shall be delivered to the Participant by the Company
unless the Participant (or Beneficiary, as defined in Section 8 below) remits to
the Company the amount of all federal, state and other governmental withholding
tax requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.
8. Beneficiary Designations. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.
9. Limitation of Rights. Nothing in this Agreement or the Plan
shall be construed to:
(a) give the Participant any right to be awarded any
Restricted Stock other than in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in
any fund or in any specified asset or assets of the Company or any affiliate of
the Company; or
(c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.
The Committee shall have the discretion to make determinations
under this Agreement and Plan, and such determinations shall be final and
binding on the Participant except in the case of bad faith and willful
misconduct.
24
10. Nonalienation of Benefits. Except as contemplated by
Section 8 above, no right or benefit under this Agreement shall be subject to
transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, whether voluntary, involuntary, or by operation of law, and any attempt
to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.
11. Prerequisites to Benefits. Neither the Participant, nor
any person claiming through the Participant, shall have any right or interest in
the Restricted Stock awarded hereunder, unless and until all the terms,
conditions and provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as specified
herein.
12. Rights as a Stockholder. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.
13. Successors and Assigns. This Agreement shall bind and
inure to the benefit of and be enforceable by the Participant, the Company and
their respective permitted successors and assigns (including personal
representatives, heirs and legatees), except that the Participant may not assign
any rights or obligations under this Agreement except to the extent and in the
manner expressly permitted herein.
14. The Committee shall have sole and complete discretion in
the interpretation of this Agreement and the determination of the Committee
shall be final and binding on the Participant except in the case of bad faith or
willful misconduct.
15. Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Delaware.
16. Gender and Number. Whenever the context requires or
permits, the gender and number of words shall be interchangeable.
This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated herein by
reference.
Dated: June 18, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ Xxxx X Xxxx
------------------------------
Xxxx X. Xxxx
Chief Executive Officer
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
/s/ Xxxxxx X. Xxxxxxxxxxx, Xx.
------------------------------------
25
AWARD NO. B-125 4,224 SHARES
OCEANEERING INTERNATIONAL, INC.
FY99 BONUS RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT is made as of the date set forth on the
signature page hereof, between Oceaneering International, Inc., a Delaware
corporation (the "Company"), and F. XXXXXXX XXXXXXX (the "Participant"). Except
as defined herein, capitalized terms shall have the same meaning ascribed to
them under the 1996 Incentive Plan of Oceaneering International, Inc., as from
time to time amended, a copy of which is attached hereto and made a part hereof
for all purposes (the "Plan"). To the extent that any provision of this
Agreement conflicts with the express terms of the Plan, it is hereby
acknowledged and agreed that the terms of the Plan shall control and, if
necessary, the applicable provisions of this Agreement shall be hereby deemed
amended so as to carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth below
shall have the following respective meanings:
(a) "Change in Control" means, with respect to the Company, if
(i) a third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.
(b) "Closing Stock Price" means, with respect to common stock
on a particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.
(c) "Disability" means a physical or mental impairment of
sufficient severity that, in the opinion of a physician selected by the Company,
the Participant is unable to fulfill his duties.
2. Award. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 4,224 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
26
referred to herein as the "Restricted Period" as to those shares of stock.) The
shares of Restricted Stock shall be treated as described below for purposes of
vesting and other terms and conditions of this Agreement:
(a) Vesting of Common Stock: The shares of the Restricted
Stock shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22,
2001 and 25% on June 21, 2002. Upon termination of a Participant's employment
(with or without cause, voluntary, involuntary or for any reason whatsoever
except as provided in Sections 3(c) and 3(d)), all Restricted Stock for which
the conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.
(b) 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(c), 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.
(c) Effect of Change in Control: In the event a Change in
Control occurs prior to the time that the conditions of paragraph (b) above have
been satisfied with respect to a share of Restricted Stock, and upon such Change
in Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.
(d) Effect of Death or Disability. In the event of the death
or Disability of the Participant while employed by the Company, the conditions
of paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.
(e) Dividends: Dividends (other than dividends in capital
stock) with respect to shares of Restricted Stock shall be paid to the
Participant without regard to the restrictions otherwise applicable to such
shares. Dividends in capital stock of the Company shall accumulate and be
associated with the Restricted Stock to which they relate and shall vest at the
time such Restricted Stock vests.
(f) 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.
27
4. Code Section 83(b) Election. The Participant shall not make
an election, under Code Section 83(b), to include in income the fair market
value of the Restricted Stock in respect of this award of Restricted Stock on
the Date of Grant.
5. Sale of Restricted Stock. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.
6. Escrow of Certificates. The certificates representing
shares of Restricted Stock shall be registered in the name of the Participant
and deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.
7. Withholding of Taxes. No certificates representing the
shares of Restricted Stock shall be delivered to the Participant by the Company
unless the Participant (or Beneficiary, as defined in Section 8 below) remits to
the Company the amount of all federal, state and other governmental withholding
tax requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.
8. Beneficiary Designations. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.
9. Limitation of Rights. Nothing in this Agreement or the Plan
shall be construed to:
(a) give the Participant any right to be awarded any
Restricted Stock other than in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in
any fund or in any specified asset or assets of the Company or any affiliate of
the Company; or
(c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.
The Committee shall have the discretion to make determinations
under this Agreement and Plan, and such determinations shall be final and
binding on the Participant except in the case of bad faith and willful
misconduct.
28
10. Nonalienation of Benefits. Except as contemplated by
Section 8 above, no right or benefit under this Agreement shall be subject to
transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, whether voluntary, involuntary, or by operation of law, and any attempt
to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.
11. Prerequisites to Benefits. Neither the Participant, nor
any person claiming through the Participant, shall have any right or interest in
the Restricted Stock awarded hereunder, unless and until all the terms,
conditions and provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as specified
herein.
12. Rights as a Stockholder. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.
13. Successors and Assigns. This Agreement shall bind and
inure to the benefit of and be enforceable by the Participant, the Company and
their respective permitted successors and assigns (including personal
representatives, heirs and legatees), except that the Participant may not assign
any rights or obligations under this Agreement except to the extent and in the
manner expressly permitted herein.
14. The Committee shall have sole and complete discretion in
the interpretation of this Agreement and the determination of the Committee
shall be final and binding on the Participant except in the case of bad faith or
willful misconduct.
15. Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Delaware.
16. Gender and Number. Whenever the context requires or
permits, the gender and number of words shall be interchangeable.
This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated herein by
reference.
Dated: June 18, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx, Xx.
--------------------------------
Xxxxxx X. Xxxxxxxxxxx, Xx.
Senior Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
/s/ F. Xxxxxxx Xxxxxxx
-----------------------------------
29
AWARD NO. B-126 600 SHARES
OCEANEERING INTERNATIONAL, INC.
FY99 BONUS RESTRICTED STOCK AWARD 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 XXXX X. XXXXXXX (the "Participant"). Except as
defined herein, capitalized terms shall have the same meaning ascribed to them
under the 1996 Incentive Plan of Oceaneering International, Inc., as from time
to time amended, a copy of which is attached hereto and made a part hereof for
all purposes (the "Plan"). To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth below
shall have the following respective meanings:
(a) "Change in Control" means, with respect to the Company, if
(i) a third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.
(b) "Closing Stock Price" means, with respect to common stock
on a particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.
(c) "Disability" means a physical or mental impairment of
sufficient severity that, in the opinion of a physician selected by the Company,
the Participant is unable to fulfill his duties.
2. Award. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 600 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
30
referred to herein as the "Restricted Period" as to those shares of stock.) The
shares of Restricted Stock shall be treated as described below for purposes of
vesting and other terms and conditions of this Agreement:
(a) Vesting of Common Stock: The shares of the Restricted
Stock shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22,
2001 and 25% on June 21, 2002. Upon termination of a Participant's employment
(with or without cause, voluntary, involuntary or for any reason whatsoever
except as provided in Sections 3(c) and 3(d)), all Restricted Stock for which
the conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.
(b) 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(c), 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.
(c) Effect of Change in Control: In the event a Change in
Control occurs prior to the time that the conditions of paragraph (b) above have
been satisfied with respect to a share of Restricted Stock, and upon such Change
in Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.
(d) Effect of Death or Disability. In the event of the death
or Disability of the Participant while employed by the Company, the conditions
of paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.
(e) Dividends: Dividends (other than dividends in capital
stock) with respect to shares of Restricted Stock shall be paid to the
Participant without regard to the restrictions otherwise applicable to such
shares. Dividends in capital stock of the Company shall accumulate and be
associated with the Restricted Stock to which they relate and shall vest at the
time such Restricted Stock vests.
(f) 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.
31
4. Code Section 83(b) Election. The Participant shall not make
an election, under Code Section 83(b), to include in income the fair market
value of the Restricted Stock in respect of this award of Restricted Stock on
the Date of Grant.
5. Sale of Restricted Stock. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.
6. Escrow of Certificates. The certificates representing
shares of Restricted Stock shall be registered in the name of the Participant
and deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.
7. Withholding of Taxes. No certificates representing the
shares of Restricted Stock shall be delivered to the Participant by the Company
unless the Participant (or Beneficiary, as defined in Section 8 below) remits to
the Company the amount of all federal, state and other governmental withholding
tax requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.
8. Beneficiary Designations. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.
9. Limitation of Rights. Nothing in this Agreement or the Plan
shall be construed to:
(a) give the Participant any right to be awarded any
Restricted Stock other than in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in
any fund or in any specified asset or assets of the Company or any affiliate of
the Company; or
(c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.
The Committee shall have the discretion to make determinations
under this Agreement and Plan, and such determinations shall be final and
binding on the Participant except in the case of bad faith and willful
misconduct.
32
10. Nonalienation of Benefits. Except as contemplated by
Section 8 above, no right or benefit under this Agreement shall be subject to
transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, whether voluntary, involuntary, or by operation of law, and any attempt
to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.
11. Prerequisites to Benefits. Neither the Participant, nor
any person claiming through the Participant, shall have any right or interest in
the Restricted Stock awarded hereunder, unless and until all the terms,
conditions and provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as specified
herein.
12. Rights as a Stockholder. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.
13. Successors and Assigns. This Agreement shall bind and
inure to the benefit of and be enforceable by the Participant, the Company and
their respective permitted successors and assigns (including personal
representatives, heirs and legatees), except that the Participant may not assign
any rights or obligations under this Agreement except to the extent and in the
manner expressly permitted herein.
14. The Committee shall have sole and complete discretion in
the interpretation of this Agreement and the determination of the Committee
shall be final and binding on the Participant except in the case of bad faith or
willful misconduct.
15. Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Delaware.
16. Gender and Number. Whenever the context requires or
permits, the gender and number of words shall be interchangeable.
This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated herein by
reference.
Dated: June 18, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx, Xx.
--------------------------------
Xxxxxx X. Xxxxxxxxxxx, Xx.
Senior Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
/s/ Xxxx X. Xxxxxxx
-----------------------------------
33
AWARD NO. B-128 1,560 SHARES
OCEANEERING INTERNATIONAL, INC.
FY99 BONUS RESTRICTED STOCK AWARD 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 XXXX X. XXXXXXXX (the "Participant"). Except as
defined herein, capitalized terms shall have the same meaning ascribed to them
under the 1996 Incentive Plan of Oceaneering International, Inc., as from time
to time amended, a copy of which is attached hereto and made a part hereof for
all purposes (the "Plan"). To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth below
shall have the following respective meanings:
(a) "Change in Control" means, with respect to the Company, if
(i) a third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.
(b) "Closing Stock Price" means, with respect to common stock
on a particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.
(c) "Disability" means a physical or mental impairment of
sufficient severity that, in the opinion of a physician selected by the Company,
the Participant is unable to fulfill his duties.
2. Award. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 1,560 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
34
referred to herein as the "Restricted Period" as to those shares of stock.) The
shares of Restricted Stock shall be treated as described below for purposes of
vesting and other terms and conditions of this Agreement:
(a) Vesting of Common Stock: The shares of the Restricted
Stock shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22,
2001 and 25% on June 21, 2002. Upon termination of a Participant's employment
(with or without cause, voluntary, involuntary or for any reason whatsoever
except as provided in Sections 3(c) and 3(d)), all Restricted Stock for which
the conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.
(b) 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(c), 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.
(c) Effect of Change in Control: In the event a Change in
Control occurs prior to the time that the conditions of paragraph (b) above have
been satisfied with respect to a share of Restricted Stock, and upon such Change
in Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.
(d) Effect of Death or Disability. In the event of the death
or Disability of the Participant while employed by the Company, the conditions
of paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.
(e) Dividends: Dividends (other than dividends in capital
stock) with respect to shares of Restricted Stock shall be paid to the
Participant without regard to the restrictions otherwise applicable to such
shares. Dividends in capital stock of the Company shall accumulate and be
associated with the Restricted Stock to which they relate and shall vest at the
time such Restricted Stock vests.
(f) 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.
35
4. Code Section 83(b) Election. The Participant shall not make
an election, under Code Section 83(b), to include in income the fair market
value of the Restricted Stock in respect of this award of Restricted Stock on
the Date of Grant.
5. Sale of Restricted Stock. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.
6. Escrow of Certificates. The certificates representing
shares of Restricted Stock shall be registered in the name of the Participant
and deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.
7. Withholding of Taxes. No certificates representing the
shares of Restricted Stock shall be delivered to the Participant by the Company
unless the Participant (or Beneficiary, as defined in Section 8 below) remits to
the Company the amount of all federal, state and other governmental withholding
tax requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.
8. Beneficiary Designations. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.
9. Limitation of Rights. Nothing in this Agreement or the Plan
shall be construed to:
(a) give the Participant any right to be awarded any
Restricted Stock other than in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in
any fund or in any specified asset or assets of the Company or any affiliate of
the Company; or
(c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.
The Committee shall have the discretion to make determinations
under this Agreement and Plan, and such determinations shall be final and
binding on the Participant except in the case of bad faith and willful
misconduct.
36
10. Nonalienation of Benefits. Except as contemplated by
Section 8 above, no right or benefit under this Agreement shall be subject to
transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, whether voluntary, involuntary, or by operation of law, and any attempt
to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.
11. Prerequisites to Benefits. Neither the Participant, nor
any person claiming through the Participant, shall have any right or interest in
the Restricted Stock awarded hereunder, unless and until all the terms,
conditions and provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as specified
herein.
12. Rights as a Stockholder. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.
13. Successors and Assigns. This Agreement shall bind and
inure to the benefit of and be enforceable by the Participant, the Company and
their respective permitted successors and assigns (including personal
representatives, heirs and legatees), except that the Participant may not assign
any rights or obligations under this Agreement except to the extent and in the
manner expressly permitted herein.
14. The Committee shall have sole and complete discretion in
the interpretation of this Agreement and the determination of the Committee
shall be final and binding on the Participant except in the case of bad faith or
willful misconduct.
15. Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Delaware.
16. Gender and Number. Whenever the context requires or
permits, the gender and number of words shall be interchangeable.
This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated herein by
reference.
Dated: June 18, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx, Xx.
--------------------------------
Xxxxxx X. Xxxxxxxxxxx, Xx.
Senior Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
/s/ Xxxx X. Xxxxxxxx
------------------------------------
37
AWARD NO. B-127 1,800 SHARES
OCEANEERING INTERNATIONAL, INC.
FY99 BONUS RESTRICTED STOCK AWARD 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 XXXXX X. XXXXXXX (the "Participant"). Except as
defined herein, capitalized terms shall have the same meaning ascribed to them
under the 1996 Incentive Plan of Oceaneering International, Inc., as from time
to time amended, a copy of which is attached hereto and made a part hereof for
all purposes (the "Plan"). To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.
1. Definitions. As used herein, the terms set forth below
shall have the following respective meanings:
(a) "Change in Control" means, with respect to the Company, if
(i) a third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.
(b) "Closing Stock Price" means, with respect to common stock
on a particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.
(c) "Disability" means a physical or mental impairment of
sufficient severity that, in the opinion of a physician selected by the Company,
the Participant is unable to fulfill his duties.
2. Award. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 1,800 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
38
referred to herein as the "Restricted Period" as to those shares of stock.) The
shares of Restricted Stock shall be treated as described below for purposes of
vesting and other terms and conditions of this Agreement:
(a) Vesting of Common Stock: The shares of the Restricted
Stock shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22,
2001 and 25% on June 21, 2002. Upon termination of a Participant's employment
(with or without cause, voluntary, involuntary or for any reason whatsoever
except as provided in Sections 3(c) and 3(d)), all Restricted Stock for which
the conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.
(b) 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(c), 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.
(c) Effect of Change in Control: In the event a Change in
Control occurs prior to the time that the conditions of paragraph (b) above have
been satisfied with respect to a share of Restricted Stock, and upon such Change
in Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.
(d) Effect of Death or Disability. In the event of the death
or Disability of the Participant while employed by the Company, the conditions
of paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.
(e) Dividends: Dividends (other than dividends in capital
stock) with respect to shares of Restricted Stock shall be paid to the
Participant without regard to the restrictions otherwise applicable to such
shares. Dividends in capital stock of the Company shall accumulate and be
associated with the Restricted Stock to which they relate and shall vest at the
time such Restricted Stock vests.
(f) 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.
39
4. Code Section 83(b) Election. The Participant shall not make
an election, under Code Section 83(b), to include in income the fair market
value of the Restricted Stock in respect of this award of Restricted Stock on
the Date of Grant.
5. Sale of Restricted Stock. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.
6. Escrow of Certificates. The certificates representing
shares of Restricted Stock shall be registered in the name of the Participant
and deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.
7. Withholding of Taxes. No certificates representing the
shares of Restricted Stock shall be delivered to the Participant by the Company
unless the Participant (or Beneficiary, as defined in Section 8 below) remits to
the Company the amount of all federal, state and other governmental withholding
tax requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.
8. Beneficiary Designations. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.
9. Limitation of Rights. Nothing in this Agreement or the Plan
shall be construed to:
(a) give the Participant any right to be awarded any
Restricted Stock other than in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in
any fund or in any specified asset or assets of the Company or any affiliate of
the Company; or
(c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.
The Committee shall have the discretion to make determinations
under this Agreement and Plan, and such determinations shall be final and
binding on the Participant except in the case of bad faith and willful
misconduct.
40
10. Nonalienation of Benefits. Except as contemplated by
Section 8 above, no right or benefit under this Agreement shall be subject to
transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, whether voluntary, involuntary, or by operation of law, and any attempt
to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.
11. Prerequisites to Benefits. Neither the Participant, nor
any person claiming through the Participant, shall have any right or interest in
the Restricted Stock awarded hereunder, unless and until all the terms,
conditions and provisions of this Agreement and the Plan which affect the
Participant or such other person shall have been complied with as specified
herein.
12. Rights as a Stockholder. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.
13. Successors and Assigns. This Agreement shall bind and
inure to the benefit of and be enforceable by the Participant, the Company and
their respective permitted successors and assigns (including personal
representatives, heirs and legatees), except that the Participant may not assign
any rights or obligations under this Agreement except to the extent and in the
manner expressly permitted herein.
14. The Committee shall have sole and complete discretion in
the interpretation of this Agreement and the determination of the Committee
shall be final and binding on the Participant except in the case of bad faith or
willful misconduct.
15. Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Delaware.
16. Gender and Number. Whenever the context requires or
permits, the gender and number of words shall be interchangeable.
This Agreement is executed and delivered, in duplicate,
pursuant to the Plan, the provisions of which are incorporated herein by
reference.
Dated: June 18, 1999.
OCEANEERING INTERNATIONAL, INC.
By /s/ Xxxxxx X. Xxxxxxxxxxx, Xx.
------------------------------
Xxxxxx X. Xxxxxxxxxxx, Xx.
Senior Vice President,
General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all
the terms of this Agreement.
/s/ Xxxxx X. Xxxxxxx
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