0000073756-23-000012 Sample Contracts

NONEMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
Nonemployee Director • February 27th, 2023 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This NONEMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and ____________________ (the “Participant”), a nonemployee Director, regarding an award (this “Award”) of __________________ shares of Common Stock (as defined in the 2020 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock”) awarded to the Participant effective ____________________ (the “Award Date”), such number of shares 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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Contract
2023 Performance Unit Agreement • February 27th, 2023 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2023 PERFORMANCE UNIT AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and ______________ (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (this “Performance Award”) of __________________ units (the “Performance Units”), each representing an initial notional value of $100, under the 2020 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective ___________________ (the “Award Date”), and subject to the following terms and conditions:

Restricted Stock Units
2023 Restricted Stock Unit Agreement • February 27th, 2023 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2023 RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and ____________________ (the Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (this “Award”) of ____________________ units (the “Restricted Stock Units”), each representing the right to receive one share of Common Stock under the 2020 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective ____________________ (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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