2013 Chairman Performance Unit Agreement Sample Contracts

Contract
2013 Chairman Performance Unit Agreement • February 26th, 2013 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2013 Chairman Performance Unit Agreement (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and JOHN R. HUFF (the “Participant”), the nonemployee Chairman of the Board of Directors of the Company (“Chairman”), regarding an award (“2013 Performance Award”) of units (“Performance Units”), each representing an initial notional value of $100.00, under the 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective February 22, 2013 (the “Award Date”), and subject to the following terms and conditions:

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