0000073756-19-000044 Sample Contracts

No. W-4870 27,667 Restricted Stock Units
2019 Restricted Stock Unit Agreement • July 30th, 2019 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2019 RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and Charles W. Davison, Jr. (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (this “Award”) of 27,667 units (the “Restricted Stock Units”) each representing the right to receive one share of Common Stock under the SECOND AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective June 3, 2019 (the “Award Date”), such number of Restricted Stock Units being subject to adjustment as provided in Section 15 of the Plan, and further subject to the following terms and conditions:

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No. X-1996 9,300 Performance Units
2019 Performance Unit Agreement • July 30th, 2019 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2019 PERFORMANCE UNIT AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and Charles W. Davison, Jr. (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (this “2019 Performance Award”) of 9,300 units (the “Performance Units”), each representing an initial notional value of $100, under the SECOND AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective June 3, 2019 (the “Award Date”), and subject to the following terms and conditions:

SPECIAL RESTRICTED STOCK UNIT AGREEMENT
Special Restricted Stock Unit Agreement • July 30th, 2019 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This SPECIAL RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and Charles W. Davison, Jr. (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (this “Award”) of 83,580 units (the “Restricted Stock Units”) each representing the right to receive one share of Common Stock under the SECOND AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective June 3, 2019 (the “Award Date”), such number of Restricted Stock Units subject to adjustment as provided in Section 15 of the Plan, and further subject to the following terms and conditions:

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