2014 Chairman Restricted Stock Unit Agreement Sample Contracts

Contract
2014 Chairman Restricted Stock Unit Agreement • February 25th, 2014 • Oceaneering International Inc • Oil & gas field services, nec • Texas

This 2014 Chairman Restricted Stock 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 (“Award”) of units (“Restricted Stock Units”) representing shares of Common Stock (as defined in the 2010 Incentive Plan of Oceaneering International, Inc. (the “Plan”), awarded to the Participant effective February __, 2014 (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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