8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):February 20, 2014

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-10945 (Commission File Number) 95-2628227 (IRS Employer Identification No.)

11911 FM 529 Houston, TX (Address of principal executive offices) 77041 (Zip Code)

Registrant's telephone number, including area code: (713) 329-4500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements

On February 20, 2014, the Compensation Committee of the Board of Directors of Oceaneering International, Inc. (the "Compensation Committee") granted awards of restricted stock units and performance units under Oceaneering's 2010 Incentive Plan (the "Incentive Plan") to various employees, including each of Oceaneering's executive officers. The following table sets forth the number of performance units and restricted stock units awarded to Oceaneering's chief executive officer ("CEO"), and each of the below-indicated executive officers of Oceaneering listed as a named executive officer in the "Summary Compensation Table" in Oceaneering's proxy statement for its 2013 annual meeting of shareholders (the "2013 Proxy Statement"), as well as to Mr. W. Cardon Gerner, who is expected to be listed as a named executive officer in Oceaneering's proxy statement for its 2014 annual meeting of shareholders.

Name and Position	Number of Performance Units (1)	Number of Restricted Stock Units (2)
M. Kevin McEvoy	30,000	27,000
President and CEO
Marvin J. Migura	15,000	12,275
Executive Vice President
Kevin F. Kerins	5,200	5,700
Senior Vice President, ROVs
Clyde W. Hewlett	5,200	5,700
Senior Vice President, Subsea Services
W. Cardon Gerner	4,800	5,700
Senior Vice President and Chief Financial Officer
Knut Eriksen	4,600	5,085
Senior Vice President, Business Development

(1) The performance units are scheduled to vest in full on the third anniversary of the award date, subject to: (a) earlier vesting on an employee’s attainment of retirement age or the termination or constructive termination of an employee’s employment in connection with a change of control or due to death or disability, resulting in vesting on a pro-rata basis over three years for each of Messrs. McEvoy, Migura and Kerins (as a result of each of their having attained retirement age) and for Messrs. Hewlett and Eriksen (as a result of their attaining retirement age in October 2014 and December 2015, respectively); and (b) such other terms as are set forth in the applicable award agreement. The number of performance units shown represents units with an initial notional value of $100 and are not equivalent to shares of Oceaneering common stock. The Compensation Committee has approved specific financial goals and performance measures based on cumulative cash flow from operations and a comparison of return on invested capital and cost of capital for the three-year period from January 1, 2014 through December 31, 2016, to be used as the basis for the final value of the performance units under the Incentive Plan. The final value of each performance unit may range from $0 to $150. Upon settlement, the value of the performance units will be payable in cash.

(2) Restricted stock units are scheduled to vest in full on the third anniversary of the award date, subject to: (a) earlier vesting on an employee’s attainment of retirement age or the termination or constructive termination of an employee’s employment in connection with a change of control or

due to death or disability, resulting in vesting on a pro-rata basis over three years for each of Messrs. McEvoy, Migura and Kerins (as a result of each of their having attained retirement age) and for Messrs. Hewlett and Eriksen (as a result of their attaining retirement age in October 2014 and December 2015, respectively); and (b) such other terms as are set forth in the applicable award agreement. Each restricted stock unit represents the equivalent of one share of Oceaneering common stock. Settlement of the restricted stock units will be made in shares of Oceaneering common stock.

In addition, the Board of Directors of Oceaneering (the "Board") granted awards of 7,000 shares of restricted stock under the Incentive Plan to each of the following nonemployee directors of the Company: T. Jay Collins; Jerold J. DesRoche; D. Michael Hughes; Paul B. Murphy, Jr.; and Harris J. Pappas. The restricted stock awards are scheduled to vest in full on the first anniversary of the award date, provided that all such awards are subject to: (a) earlier vesting on a change of control or the termination of the director's service due to death; and (b) such other terms as are set forth in the award agreements. The Board also granted awards of 15,000 performance units and 15,000 restricted stock units to John R. Huff, Chairman of the Board.

The performance units awarded to Mr. Huff are scheduled to vest on a pro-rata basis over three years from the award date by reason of Mr. Huff's having attained retirement age as of the award date, subject to: (a) earlier vesting by reason of Mr. Huff's cessation of service as Chairman for a reason other than his refusal to serve; and (b) such other terms as are set forth in the award agreement. The performance units have the same notional value equivalent as the awards to executive officers described above. The Board approved the same performance goals and measures over the same time period and with the same range of value as described above for Oceaneering’s executive officers. Upon settlement, the value of the performance units will be payable in cash.

The restricted stock units awarded to Mr. Huff are scheduled to vest on a pro-rata basis over three years from the award date by reason of Mr. Huff's having attained retirement age as of the award date, subject to: (a) earlier vesting by reason of Mr. Huff's cessation as service as Chairman for a reason other than his refusal to serve; and (b) such other terms as are set forth in the award agreement. Each restricted stock unit represents the equivalent of one share of Oceaneering common stock. Settlement of the restricted stock units will be made in shares of the Company’s common stock.

The Compensation Committee approved the grant of an aggregate of 245,264 restricted stock units and 152,025 performance units, and the Board approved the grant of an aggregate of 15,000 performance units, 15,000 restricted stock units and 35,000 shares of restricted stock, including the awards referenced in the table and the discussion above. Those awards were made to a total of 410 Incentive Plan participants.

In addition, the Compensation Committee approved: (1) the form of 2014 Restricted Stock Unit Agreement that will govern the terms and conditions of restricted stock unit awards made to Oceaneering's executive officers and other employees; and (2) the form of 2014 Performance Unit Agreement and 2014 Performance Award: Goals and Measures that will govern the terms and conditions of performance unit awards made to Oceaneering's executive officers and other employees. The Board approved: (1) the form of 2014 Nonemployee Director Restricted Stock Agreement that will govern the terms and conditions of restricted stock awards made to Messrs. Collins, DesRoche, Hughes, Murphy and Pappas; and (2) the forms of 2014 Chairman Restricted Stock Unit Agreement, 2014 Chairman Performance Unit Agreement and 2014 Performance Award: Goals and Measures that will govern the terms and conditions of the awards of restricted stock units and performance units to Mr. Huff. As provided in the 2014 Chairman Restricted Stock Unit and Performance Unit Agreements, Mr. Huff is not eligible in 2014 for any retainers or meeting fees applicable to nonemployee directors.

The foregoing descriptions of the awards under the Incentive Plan are not complete and are qualified by reference to the complete agreements, which are attached as exhibits to this report and incorporated by reference into this Item.

On February 20, 2014, the Compensation Committee approved bonuses under the Incentive Plan to various employees, including each of the executive officers of Oceaneering listed as a named executive officer in the "Summary Compensation Table" in the 2013 Proxy Statement (the "Named Executive Officers"), as well as to Mr. Gerner. The Compensation Committee had previously established performance goals for calendar year 2013 under the Incentive Plan (the "2013 Cash Bonus Award Program"). For executives with company-wide responsibility, such as Messrs. McEvoy, Migura and Gerner, achievement was measured by Oceaneering's net income for calendar year 2013; for Messrs. Hewlett, Eriksen and Kerins, achievement was measured for calendar year 2013: 50% by Oceaneering's net income; and 50% by the operating income of the respective service or product lines for which they had responsibility. The Compensation Committee determined the attainment of such performance goals merited payments of, for Messrs. McEvoy, Migura and Gerner, 13.0% more and, for Messrs. Hewlett, Eriksen and Kerins respectively, 16.5%, 11.7% and 3.8% more than the target bonus amounts for 2013. The Compensation Committee awarded bonuses under the 2013 Cash Bonus Award Program to the Named Executive Officers and to Mr. Gerner. In addition, the Compensation Committee approved an additional merit bonus to the indicated Named Executive Officers based on Oceaneering’s achievement in 2013 of the highest net income in its history.

The following table summarizes these cash bonuses under the 2013 Cash Bonus Award Program and the additional merit cash bonuses to be paid:

Name and Position	2013 Cash Bonus Program Amount		Additional Merit Bonus Amount		Total
M. Kevin McEvoy	$	1,152,600	$	97,400	$	1,250,000
President and CEO
Marvin J. Migura	$	741,563	$	58,437	$	800,000
Executive Vice President
Clyde W. Hewlett	$	316,880	$	—	$	316,880
Senior Vice President, Subsea Services
Knut Eriksen	$	303,759	$	—	$	303,759
Senior Vice President, Business Development
W. Cardon Gerner	$	296,625	$	—	$	296,625
Senior Vice President and Chief Financial Officer
Kevin F. Kerins	$	282,246	$	—	$	282,246
Senior Vice President, ROVs

On February 20, 2014, the Compensation Committee of the Board approved increases in the annual base salary for the indicated Named Executive Officers and for Mr. Gerner to the following amounts, effective January 1, 2014:

Name	2014 Base Salary
M. Kevin McEvoy	$	715,000
Marvin J. Migura	$	550,000
W. Cardon Gerner	$	400,000
Clyde W. Hewlett	$	360,000
Kevin F. Kerins	$	355,000
Knut Eriksen	$	355,000

On February 20, 2014, the Compensation Committee approved a performance-based 2014 Cash Bonus Award Program under the Incentive Plan, with any payments to be made no later than March 15, 2015. Bonuses under this program for executive officers will be determined in the same manner as for calendar year 2013. Under this program, the maximum possible bonuses for the indicated Named Executive Officers and Mr. Gerner, as a percentage of each such officer’s base salary for 2014, are as follows:

Name	2014 Base Salary		Maximum Bonus as a Percentage of Base Salary
M. Kevin McEvoy	$	715,000	195	%
Marvin J. Migura	$	550,000	163	%
W. Cardon Gerner	$	400,000	91	%
Clyde W. Hewlett	$	360,000	100	%
Kevin F. Kerins	$	355,000	100	%
Knut Eriksen	$	355,000	100	%

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

The following are being furnished as exhibits to this report.

10.1	Form of 2014 Restricted Stock Unit Agreement
10.2	Form of 2014 Performance Unit Agreement
10.3	Form of 2014 Chairman Restricted Stock Unit Agreement
10.4	Form of 2014 Chairman Performance Unit Agreement
10.5	2014 Performance Award: Goals and Measures, relating to the form of 2014 Performance Unit Agreement and 2014 Chairman Performance Unit Agreement
10.6	Form of 2014 Nonemployee Director Restricted Stock Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			OCEANEERING INTERNATIONAL, INC.
Date:	February 24, 2014	By:	/S/ DAVID K. LAWRENCE
			David K. Lawrence
			Senior Vice President, General Counsel
			and Secretary

Exhibit Index

Exhibit No.	Description
10.1	Form of 2014 Restricted Stock Unit Agreement
10.2	Form of 2014 Performance Unit Agreement
10.3	Form of 2014 Chairman Restricted Stock Unit Agreement
10.4	Form of 2014 Chairman Performance Unit Agreement
10.5	2014 Performance Award: Goals and Measures, relating to the form of 2014 Performance Unit Agreement and 2014 Chairman Performance Unit Agreement
10.6	Form of 2014 Nonemployee Director Restricted Stock Agreement

EX-10.01

Exhibit 10.1

2014 RESTRICTED STOCK UNIT AGREEMENT

This 2014 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 (“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:

1.Relationship to Plan. This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as defined or otherwise specifically provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

2.Vesting.

(a)All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is in Service on such anniversary.

(b)Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in Subparagraph (a) above, provided that the Participant has been in continuous Service from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Service on the applicable December 15th:

(i)if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th;

(ii)if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and

(iii)if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested.

(c)All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in Subparagraphs (a) or (b) above, provided that the Participant has been in continuous Service since the Award Date, upon the earliest to occur of:

(i)the date the Company or any successor to the Company terminates the Participant’s Service for any reason on or after a Change of Control;

(ii)the date on or after a Change of Control that:

(A)the Participant’s aggregate value of total annual compensation (including salary, bonuses, long- and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) as an employee of the Company or one of its Subsidiaries is reduced to a value that is 95% or less of the value thereof on the date immediately prior to the Change of Control, or

(B)the Participant’s scope of work responsibility as an employee of the Company or one of its Subsidiaries is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant as an employee of the Company or one of its Subsidiaries is requested to relocate more than 25 miles from his place of Service with the Company on the date immediately prior to the Change of Control;

(iii)a Change of Control if the Participant is then a Nonemployee Director; or

(iv)the Participant’s termination of Service by reason of Disability or death.

(d)For purposes of this Agreement:

(i)“Change of Control” means:

(A)any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act and the rules and regulations promulgated thereunder), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's outstanding Voting Securities, other than through the purchase of Voting Securities directly from the Company through a private placement; or

(B)individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a Director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the Directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

(C)the Company is merged or consolidated with another corporation or entity, and as a result of such merger or consolidation less than 60% of the outstanding Voting Securities of the surviving or resulting corporation or entity shall then be owned by the former shareholders of the Company; or

(D)the consummation of a (i) tender offer or (ii) exchange offer by a Person other than the Company for the ownership of 20% or more of the Voting Securities of the Company then outstanding; or

(E)all or substantially all of the assets of the Company are sold or transferred to a Person as to which:

(1)the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets; and

(2)the financial results of the Company and such Person are not consolidated for financial reporting purposes.

(F)Anything else in this definition to the contrary notwithstanding:

(1)no Change of Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of Persons which includes the Participant, acquiring more than 20% of either the combined voting power of the Company’s outstanding Voting Securities or the Voting Securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise; and

(2) no Change of Control shall be deemed to have occurred unless such event constitutes an event specified in Code Section 409A(a)(2)(A)(v) and the Treasury regulations promulgated thereunder.

(ii)“Disability” means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The Participant’s inability and its anticipated duration shall be determined solely by a medical physician of the Participant’s choice to be approved by the Company, which approval shall not be unreasonably withheld.

(iii)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

(iv)“Nonemployee Director” means a nonemployee member of the Board.

(v)“Service” means (a) employment with the Company or any of its Subsidiaries or (b) service as a Nonemployee Director.

(vi)“Specified Employee” means an employee identified by the Company as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) and the applicable guidance issued thereunder.

(vii)“Person” means, any individual, corporation, partnership, “group” (as such term is used in Rule 13d-5 under the Exchange Act), association or other “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, and the related rules and regulations promulgated thereunder.

(viii)“Retirement Age” means the earlier to occur of:

(A)age 65 or more; or

(B)age 60 or more with at least 15 years of continuous Service,

provided that the Participant has remained in Service until the earlier to occur of (A) or (B).

(ix)“Voting Securities” means, with respect to any corporation or other business enterprise, those securities, which under ordinary circumstances are entitled to vote for the election of directors or others charged with comparable duties under applicable law.

3.Forfeiture of Award. If the Participant’s Service terminates under any circumstances, except those provided in Paragraph 2 of this Agreement or in any other written agreement between the Participant and the Company which provides for vesting of the Restricted Stock Units granted hereby, all unvested Restricted Stock Units as of the termination date shall be forfeited as of the Participant’s termination date.

4.Registration of Units. The Participant’s right to receive the Restricted Stock Units shall be evidenced by book entry registration (or by such other manner as the Committee may determine).

5.No Dividend Equivalent Payments. The Company will not pay dividend equivalents on any outstanding Restricted Stock Units.

6.Shareholder Rights. The Participant shall have no rights of a shareholder with respect to shares of Common Stock subject to this Award unless and until such time as the Award has been settled by the transfer of shares of Common Stock to the Participant.

7.Settlement and Delivery of Shares.

(a)Third Anniversary; Termination After Disability or Death; Certain Terminations of Employee by Company After Change of Control; Change of Control for Nonemployee Director. Settlement of Restricted Stock Units that vest in accordance with Subparagraph 2(a) or 2(c) above shall be made as soon as administratively practicable after the vesting date occurs, provided that in the case of a Participant who (1) attained Retirement Age prior to his Service termination date and (2) is a Specified Employee as of his Service termination date and whose units vest in accordance with Subparagraph 2(c) (other than due to death), such settlement shall be paid six months after such Participant’s Service termination date. Settlement will be made by payment in shares of Common Stock.

(b)Termination After Attainment of Retirement Age But Prior to Third Anniversary of Award Date. Settlement of Restricted Stock Units that vest in accordance with Subparagraph 2(b) above to a Participant who terminates Service after attainment of his Retirement Age but prior to the third anniversary of the Award Date (and there has not been a Change of Control as addressed in Subparagraph 7(a)), other than due to Disability or death as provided in Subparagraph 2(c) above, shall be made as soon as administratively practicable after termination, provided that in the case of a Participant who is a Specified Employee as of his Service termination date, such settlement shall be paid six months after termination. Settlement will be made by payment in shares of Common Stock.

(c)Attainment of Retirement Age Without Termination Prior to Third Anniversary of Award Date. Settlement of Restricted Stock Units that vest in accordance with Subparagraph 2(b) above to a Participant who continues Service through the third anniversary of the Award Date shall be made as soon as administratively practicable after the Restricted Stock Units would have otherwise vested by reason of Subparagraph 2(a). Settlement will be made by payment in shares of Common Stock.

(d)Delivery of Shares To Be Permitted Under Applicable Law. The Company shall not be obligated to deliver any shares of Common Stock if counsel to the Company determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement.

8.Notices. Unless the Company notifies the Participant in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement or the Plan shall be in writing addressed to the Corporate Secretary of the Company and shall be: (a) by registered or certified United States mail, postage prepaid, to 11911 FM 529, Houston, Texas 77041-3011; or (b) by hand delivery or otherwise to 11911 FM 529, Houston, Texas 77041-3011. Any such notice shall be deemed effectively delivered or given upon receipt.

Notwithstanding the foregoing, in the event that the address of the Company’s principal executive offices is changed prior to the date of any settlement of this Award, notices shall instead be made pursuant to the foregoing provisions at the then current address of the Company’s principal executive offices.

Any notice or other communication to the Participant with respect to this Agreement or the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices mailed by the Company to the Participant, five days after deposit in the United States mail, postage prepaid, addressed to the Participant at the address specified at the end of this Agreement or at such other address as the Participant hereafter designates by written notice to the Company.

9.Assignment of Award. Except as otherwise permitted by the Committee and as provided in the immediately following paragraph, the Participant’s rights under the Plan and this Agreement are personal, and no assignment or transfer of the Participant’s rights under and interest in this Award may be made by the Participant other than by a domestic relations order. This Award is payable during his lifetime only to the Participant, or in the case of the Participant being mentally incapacitated, this Award shall be payable to his guardian or legal representative.

The Participant may designate a beneficiary or beneficiaries (the “Beneficiary”) to whom the Award under this Agreement, if any, will pass upon the Participant’s death and may change such designation from time to time by filing with the Company a written designation of Beneficiary on the form attached hereto as Exhibit A, or such other form as may be prescribed by the Committee; provided that no such designation shall be effective unless so filed prior to the death of the Participant and no such designation shall be effective as of a date prior to receipt by the Company. The Participant may change his Beneficiary without the consent of any prior Beneficiary by filing a new designation with the Company. The last such designation that the Company receives in accordance with the foregoing provisions will be controlling. Following the Participant’s death, the Award, if any, will pass to the

designated Beneficiary and such person will be deemed the Participant for purposes of any applicable provisions of this Agreement. If no such designation is made or if the designated Beneficiary does not survive the Participant’s death, the Award shall pass by will or, if none, then by the laws of descent and distribution.

10.Withholding. The Company's obligations under this Agreement shall be subject to the satisfaction of all applicable withholding requirements including those related to federal, state and local income and Service taxes (the “Required Withholding”). The Company may withhold an appropriate amount of cash (with respect to the payment of dividend equivalents) or number of shares from the Common Stock that would otherwise have been delivered to the Participant (with respect to the settlement of the Award) necessary to satisfy the Participant’s Required Withholding, and deliver the remaining amount of cash or shares of Common Stock to the Participant, unless the Participant has made arrangements with the Company for the Participant to deliver to the Company cash, check, other available funds or shares of previously owned Common Stock for the full amount of the Required Withholding by 5:00 p.m. Central Standard Time on the date an amount is included in the income of the Participant. The amount of the Required Withholding and the number of shares to satisfy the Participant’s Required Withholding shall be based on the Fair Market Value of the shares on the date prior to the applicable date of income inclusion.

11.Stock Certificates. Any certificates representing the Common Stock issued pursuant to the settlement of an Award will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award. The Company may place a “stop transfer” order against shares of the Common Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Paragraph 11 have been complied with.

12.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 in Paragraph 9 of this Agreement.

13.No Service Guaranteed. No provision of this Agreement shall confer any right upon the Participant to continued Service with the Company or any Subsidiary.

14.Code Section 409A Compliance. If any provision of this Agreement would result in the imposition of an additional tax under Code Section 409A and related regulations and Treasury pronouncements (“Section 409A”), that provision will be reformed to avoid imposition of the additional tax, including that any Award subject to Section 409A held by a Specified Employee that is settled by reason of termination of employment (other than death) shall be delayed in payment until the expiration of six months, and no action taken to comply with Section 409A shall be deemed to adversely affect the Participant’s rights to an Award. This Award is intended to comply with or be exempt from Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted consistent with such intent.

15.Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, excluding any choice of law provision thereof that would result in the application of the laws of any other jurisdiction.

16.Amendment. Except as set forth herein, this Agreement cannot be modified, altered or amended except by an agreement, in writing, signed by both the Company and the Participant.

		OCEANEERING INTERNATIONAL, INC.
Award Date:	February __, 2014	By:	/S/ DAVID K. LAWRENCE
			David K. Lawrence
			Senior Vice President, General Counsel
			and Secretary

The Participant hereby accepts the foregoing 2014 Restricted Stock Unit Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above.

	PARTICIPANT:
Date: ___________________________________
	Participant’s Address:

Exhibit A to

2014 Restricted Stock Unit Agreement

Designation of Beneficiary

I, ____________________________________ (“Participant”), hereby declare that upon my death, ____________________________________ (the “Beneficiary”) of _________________________________________________________ (address), who is my ________________________ (relationship), will be entitled to the Award which may become payable under the Plan and all other rights accorded the Participant under the Participant’s 2014 Restricted Stock Unit Agreement (capitalized terms used but not defined herein have the respective meanings assigned to them in such Agreement).

It is understood that this designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated therein, including the Beneficiary’s survival of Participant. If any such condition is not satisfied, such rights shall devolve according to the Participant’s last will and testament, or if none, then the laws of descent and distribution.

It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked upon the filing of this designation with the Company. This designation of Beneficiary may only be revoked in writing, signed by the Participant, and filed with the Corporate Secretary of the Company prior to the Participant’s death.

Participant    _________________________

Date        _________________________

EX-10.02

Exhibit 10.2

2014 Performance Unit Agreement

This 2014 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 (“2014 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 __, 2014 (the “Award Date”), and subject to the following terms and conditions:

1.Relationship to Plan. This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as defined or otherwise specifically provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

2.Vesting.

(a)The 2014 Performance Award hereby granted shall become vested in full on the third anniversary of the Award Date, provided the Participant is in Service on such anniversary date.

(b)Performance Units subject to this 2014 Performance Award shall vest, irrespective of the provisions set forth in Subparagraph (a) above, provided that the Participant has been in continuous Service from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Service on the applicable December 15th:

(i)if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the 2014 Performance Award shall be thereupon vested and an additional one-third of the 2014 Performance Award shall vest on each of the two subsequent anniversaries of such December 15th;

(ii)if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the 2014 Performance Award shall thereupon be vested and an additional one-third of the 2014 Performance Award shall vest on the subsequent anniversary of such December 15th; and

(iii)if such December 15th occurs between two and three years following the 2014 Performance Award Date, on such December 15th, the entire 2014 Performance Award shall thereupon be vested.

(c)All Performance Units subject to this 2014 Performance Award shall vest, irrespective of the provisions set forth in Subparagraphs (a) or (b) above, provided that the Participant has been in continuous Service since the Award Date, upon the earliest to occur of the applicable of the following:

(i)the date the Company or any successor to the Company terminates the Participant’s Service for any reason on or after a Change of Control;

(ii)the date on or after a Change of Control that

(A)the Participant’s employment with the Company and its Subsidiaries is terminated after the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) as an employee of the Company or one of its Subsidiaries is reduced to a value that is 95% or less of the value thereof on the date immediately prior to the Change of Control, or

(B)the Participant’s scope of work responsibility as an employee of the Company or one of its Subsidiaries is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant as an employee of the Company or one of its Subsidiaries is requested to relocate more than 25 miles from his place of Service with the Company on the date immediately prior to the Change of Control;

(iii)a Change of Control if the Participant is then a Nonemployee Director; or

(iv)the Participant’s termination of Service by reason of Disability or death.

(d)For purposes of this Agreement:

(i)“Change of Control” means:

(A)any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act and the rules and regulations promulgated thereunder), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding Voting Securities, other than through the purchase of Voting Securities directly from the Company through a private placement; or

(B)individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a Director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the Directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

(C)the Company is merged or consolidated with another corporation or entity, and as a result of such merger or consolidation less than 60% of the outstanding Voting Securities of the surviving or resulting corporation or entity shall then be owned by the former shareholders of the Company; or

(D)the consummation of a (i) tender offer or (ii) exchange offer by a Person other than the Company for the ownership of 20% or more of the Voting Securities of the Company then outstanding; or

(E)all or substantially all of the assets of the Company are sold or transferred to a Person as to which:

(1)the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets; and

(2)the financial results of the Company and such Person are not consolidated for financial reporting purposes.

(F)Anything else in this definition to the contrary notwithstanding:

(1)no Change of Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of Persons which includes the Participant, acquiring more than 20% of either the combined voting power of the Company’s outstanding Voting Securities or the Voting Securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise; and

(2) no Change of Control shall be deemed to have occurred unless such event constitutes an event specified in Code Section 409A(a)(2)(A)(v) and the Treasury regulations promulgated thereunder.

(ii)“Disability” means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The Participant’s inability and its anticipated duration shall be determined solely by a medical physician of the Participant’s choice to be approved by the Company, which approval shall not be unreasonably withheld.

(iii)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

(iv)“Nonemployee Director” means a nonemployee member of the Board.

(v)“Service” means (a) employment with the Company or any of its Subsidiaries or (b) service as a Nonemployee Director.

(vi)“Specified Employee” means an employee identified by the Company as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) and the applicable guidance issued thereunder.

(vii) “Person” means, any individual, corporation, partnership, “group” (as such term is used in Rule 13d-5 under the Exchange Act), association or other “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, and the related rules and regulations promulgated thereunder.

(viii)“Retirement Age” means the earlier to occur of:

(A)age 65 or more; or

(B)age 60 or more with at least 15 years of continuous Service, provided that the Participant has remained in Service until the earlier to occur of (A) or (B).

(ix)“Voting Securities” means, with respect to any corporation or other business enterprise, those securities, which under ordinary circumstances are entitled to vote for the election of directors or others charged with comparable duties under applicable law.

3.Forfeiture of 2014 Performance Award. If the Participant’s Service terminates under any circumstances, except those provided in Paragraph 2 of this Agreement or in any other written agreement between the Participant and the Company which provides for vesting of Performance Units granted hereby, all unvested Performance Units as of the termination date shall be forfeited as of the Participant’s termination date.

4.Determination of Final Value of Performance Units. The Committee shall, as soon as practicable after the close of the 2014-2016 Performance Period, determine the final value of each Performance Unit granted hereunder in accordance with the 2014 Performance Award: Goals and Measures (a copy of which has been furnished to the Participant). Such final value may range from $0 to $150.

5.Settlement and Payment.

Settlement of all 2014 Performance Awards will be made by payment in cash.

(a)Third Anniversary, Attainment of Retirement Age, Termination After Disability or Death. Payment of 2014 Performance Awards that vest by reason of Subparagraph 2(a), 2(b) or 2(c)(iv) above shall be made as soon as administratively practicable after the close of the 2014-2016 Performance Period. Any payment made pursuant to this Subparagraph 5(a) will be made based on the actual attainment of the Performance Goals.

(b)Change of Control Without Termination During 2014-2016 Performance Period. Payment of 2014 Performance Awards that vest by reason of (i) Subparagraph 2(a) above after a Change of Control has occurred (and the Participant is in Service on the third anniversary of the Grant Date) or (ii) Subparagraph 2(c)(iii) above, shall be made as soon as administratively practicable after the close of the 2014-2016 Performance Period. Any payment made pursuant to this Subparagraph 5(b) will be made as if each Performance Goal had been satisfied at the Target level, with no reduction for such payment date occurring prior to the close of the 2014-2016 Performance Period.

(c)Change of Control With Termination During 2014-2016 Performance Period. Payment of 2014 Performance Awards that vest:

(i)in accordance with Subparagraph 2(b) above with respect to a Participant who has attained Retirement Age and who terminates Service after a Change of Control but prior to the end of the 2014-2016 Performance Period;

(ii)upon a Participant’s termination of Service after a Change of Control but prior to the end of the 2014-2016 Performance Period under Subparagraph 2(c)(i) or Subparagraph 2(c)(ii) above;

(iii)upon a Participant’s termination of Service after a Change of Control but prior to the end of the 2014-2016 Performance Period due to death or Disability under Subparagraph 2(c)(iv) above; or

(iv)upon a Participant’s termination of Service prior to a Change of Control and the end of the of the 2014-2016 Performance Period due to death or Disability under Subparagraph 2(c)(iv), and followed by a Change of Control prior to the end of the 2014-2016 Performance Period; shall be made as soon as administratively practicable after (A) the Participant’s termination of Service occurs with respect to awards that vest pursuant to clauses (i), (ii) and (iii) in this Subparagraph 5(c), provided that in the case of a Participant who is a Specified Employee as of his Service termination date and whose units vest following a Change of Control other than due to death, such settlement shall be paid six months after such Participant’s Service termination date; and (B) the date the Change of Control occurs with respect to awards that vest pursuant to clause (iv) in this Subparagraph 5(c). Any payment made pursuant to this Subparagraph 5(c) will be made as if each Performance Goal had been satisfied at the Target level, with no reduction for such payment date occurring prior to the close of the 2014-2016 Performance Period.

6.Notices. Unless the Company notifies the Participant in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement or the Plan shall be in writing addressed to the Corporate Secretary of the Company and shall be: (a) by registered or certified United States mail, postage prepaid, to 11911 FM 529, Houston, Texas 77041-3011; or (b) by hand delivery or otherwise to 11911 FM 529, Houston, Texas 77041-3011. Any such notice shall be deemed effectively delivered or given upon receipt.

Notwithstanding the foregoing, in the event that the address of the Company’s principal executive offices is changed prior to the date of any settlement of this 2014 Performance Award, notices shall instead be made pursuant to the foregoing provisions at the then current address of the Company’s principal executive offices.

Any notice or other communication to the Participant with respect to this Agreement or the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices mailed by the Company to the Participant, five days after deposit in the United States mail, postage prepaid, addressed to the Participant at the address specified at the end of this Agreement or at such other address as the Participant hereafter designates by written notice to the Company.

7.Assignment of 2014 Performance Award. Except as otherwise permitted by the Committee and as provided in the immediately following paragraph, the Participant's rights under the Plan and this Agreement are personal, and no assignment or transfer of the Participant's rights under and interest in this 2014 Performance Award may be made by the Participant other than by a domestic relations order. This 2014 Performance Award is payable during his lifetime only to the Participant, or in the case of the Participant being mentally incapacitated, this 2014 Performance Award shall be payable to his guardian or legal representative.

The Participant may designate a beneficiary or beneficiaries (the “Beneficiary”) to whom

the 2014 Performance Award under this Agreement, if any, will pass upon the Participant’s death and may change such designation from time to time by filing with the Company a written designation of Beneficiary on the form attached hereto as Exhibit A, or such other form as may be prescribed by the Committee; provided that no such designation shall be effective unless so filed prior to the death of the Participant and no such designation shall be effective as of a date prior to receipt by the Company. The Participant may change his Beneficiary without the consent of any prior Beneficiary by filing a new designation with the Company. The last such designation that the Company receives in accordance with the foregoing provisions will be controlling. Following the Participant’s death, the 2014 Performance Award, if any, will pass to the designated Beneficiary and such person will be deemed the Participant for purposes of any applicable provisions of this Agreement. If no such designation is made or if the designated Beneficiary does not survive the Participant’s death, the 2014 Performance Award shall pass by will or, if none, then by the laws of descent and distribution.

8.Withholding. The Company’s obligations under this Agreement shall be subject to the satisfaction of all applicable withholding requirements including those related to federal, state and local income and Service taxes (the “Required Withholding”). The Company may withhold an appropriate amount of cash necessary to satisfy the Participant’s Required Withholding, and deliver the remaining amount of cash to the Participant, unless the Participant has made arrangements with the consent of the Company for the Participant to deliver to the Company cash, check, other available funds or shares of previously owned Common Stock for the full amount of the Required Withholding by 5:00 p.m. Central Standard Time on the date an amount is included in the income of the Participant. The amount of the Required Withholding and the number of shares to satisfy the Participant’s Required Withholding shall be based on the Fair Market Value of the shares on the date prior to the applicable date of income inclusion.

9.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 in Paragraph 7 of this Agreement.

10.No Service Guaranteed. No provision of this Agreement shall confer any right upon the Participant to continued Service with the Company or any Subsidiary.

11.Qualified Performance Awards. The Performance Units and the related 2014 Performance Award granted hereunder are intended to qualify as qualified performance-based compensation under Section 162(m) of the Code. The Committee shall take such action as necessary to so qualify such 2014 Performance Award under the provisions of Section 162(m) and the related regulations and Treasury pronouncements. No action taken to comply with Section 162(m) shall be deemed to impair a benefit under this Agreement.

12.Code Section 409A Compliance. If any provision of this Agreement would result in the imposition of an additional tax under Code Section 409A and related regulations and Treasury pronouncements (“Section 409A”), that provision will be reformed to avoid imposition of the additional tax, including that any Award subject to Section 409A held by a Specified Employee that is settled by reason of termination of employment (other than death) shall be delayed in payment until the expiration of six months, and no action taken to comply with Section 409A shall be deemed to adversely affect the Participant’s rights to an Award. This Award is intended to comply with or be exempt from Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted consistent with such intent.

13.Participant Limit. The 2014 Performance Award made hereunder shall not be in an amount greater than $10,000,000 for any Participant.

14.Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, excluding any choice of law provision thereof that would result in the application of the laws of any other jurisdiction.

15.Amendment. Except as set forth herein, this Agreement cannot be modified, altered or amended except by an agreement, in writing, signed by both the Company and the Participant.

			OCEANEERING INTERNATIONAL, INC.
Award Date:	February __,	2014	By:	/S/ DAVID K. LAWRENCE
				David K. Lawrence
				Senior Vice President, General Counsel
				and Secretary

The Participant hereby accepts the foregoing 2014 Performance Unit Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above.

	PARTICIPANT:
Date:
	Participant’s Address:

Exhibit A to 2014 Performance Unit

Agreement

Designation of Beneficiary

I, ____________________________________ (“Participant”), hereby declare that upon my death, ____________________________________ (the “Beneficiary”) of _________________________________________________________ (address), who is my ________________________ (relationship), will be entitled to the 2014 Performance Award which may become payable under the Plan and all other rights accorded the Participant under the Participant’s 2014 Performance Unit Agreement (capitalized terms used but not defined herein have the respective meanings assigned to them in such Agreement).

It is understood that this designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated therein, including the Beneficiary’s survival of Participant. If any such condition is not satisfied, such rights shall devolve according to the Participant’s last will and testament, or if none, then the laws of descent and distribution.

It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked upon the filing of this designation with the Company. This designation of Beneficiary may only be revoked in writing, signed by the Participant, and filed with the Corporate Secretary of the Company prior to the Participant’s death.

Participant    ____________________

Date        ____________________

EX-10.03

Exhibit 10.3

2014 CHAIRMAN RESTRICTED STOCK UNIT AGREEMENT

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”) ofunits (“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:

1.Relationship to Plan. This Award is subject to all of the terms, conditions and provisions of (i) the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof, and (ii) the Amended and Restated Service Agreement dated December 21, 2006, and as amended by the modification thereto dated December 15, 2008, between the Participant and the Company (together, the “Service Agreement”), except for: (a) the provisions for vesting and settlement in Sections 2(c), 7(b) and 7(c) below; and (b) the Participant’s agreement in this clause (b) that the Participant is not eligible in 2014 for any retainers or meeting fees applicable to nonemployee members of the Board of Directors of the Company. In the event of a conflict between this Agreement and the Service Agreement, the Service Agreement shall control the Participant’s rights under this Agreement. Except as defined or otherwise specifically provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan and the Service Agreement.

2.Vesting.

(a)All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is Chairman on such anniversary.

(b)Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has continuously served as Chairman from the Award Date until the December 15^th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is serving as Chairman on the applicable December 15^th:

(i)on December 15, 2014, one-third of the Award shall be vested;

(ii)on December 15, 2015, an additional one-third of the Award shall be vested; and

(iii)on December 15, 2016, the entire Award shall be vested.

(c)All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the

Participant has continuously served as Chairman since the Award Date, upon the Participant ceasing to serve as Chairman under any of the circumstances referred to in Section 4(a) of the Service Agreement (determined as if such cessation had occurred during Agreement Phase B).

(d) For purposes of this Agreement,

(i)“Change of Control” means:

(A)any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act and the rules and regulations promulgated thereunder), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding Voting Securities, other than through the purchase of Voting Securities directly from the Company through a private placement; or

(B)individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a Director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the Directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

(C)the Company is merged or consolidated with another corporation or entity, and as a result of such merger or consolidation less than 60% of the outstanding Voting Securities of the surviving or resulting corporation or entity shall then be owned by the former shareholders of the Company; or

(D)the consummation of a (i) tender offer or (ii) exchange offer by a Person other than the Company for the ownership of 20% or more of the Voting Securities of the Company then outstanding; or

(E)all or substantially all of the assets of the Company are sold or transferred to a Person as to which:

(1)the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets; and

(2)the financial results of the Company and such Person are not consolidated for financial reporting purposes.

(F)Anything else in this definition to the contrary notwithstanding:

(1)no Change of Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of Persons which includes the Participant, acquiring more than 20% of either the combined voting power of the Company’s outstanding Voting Securities or the Voting Securities of any other corporation or entity which acquires all or

substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise; and

(2)no Change of Control shall be deemed to have occurred unless such event constitutes an event specified in Code Section 409A(a)(2)(A)(v) and the Treasury Regulations promulgated thereunder.

(ii)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

(iii)“Person” means, any individual, corporation, partnership, “group” (as such term is used in Rule 13d-5 under the Exchange Act), association or other “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and the related rules and regulations promulgated thereunder.

(iv)“Retirement Age” means the earlier to occur of:

(A)age 65 or more, or

(B)age 60 or more with at least 15 years of continuous service with the Company, provided that the Participant has remained in service with the Company until the earlier to occur of (A) or (B). The Company hereby acknowledges that Participant has satisfied the requirements of “Retirement Age” as set forth herein as of the date of this Agreement.

(v)“Voting Securities” means, with respect to any corporation or other business enterprise, those securities, which under ordinary circumstances are entitled to vote for the election of directors or others charged with comparable duties under applicable law.

3.Forfeiture of Award. If the Participant ceases to serve as Chairman under any of the circumstances or events that would constitute the Participant refusing to serve as Chairman if the provisions of Section 4(b) of the Service Agreement were applicable, all unvested Restricted Stock Units as of the date Participant no longer serves as Chairman shall be forfeited.

4.Registration of Units. The Participant’s right to receive the Restricted Stock Units shall be evidenced by book entry registration (or by such other manner as the Committee may determine).

5.No Dividend Equivalent Payments. The Company will not pay dividend equivalents on any outstanding Restricted Stock Units.

6.Shareholder Rights. The Participant shall have no rights of a shareholder with respect to shares of Common Stock subject to this Award unless and until such time as the Award has been settled by the transfer of shares of Common Stock to the Participant.

7.Settlement and Delivery of Shares.

(a)Unless settled earlier pursuant to Sections 7(b) or 7(c) below, settlement of vested Restricted Stock Units that vest in accordance with Section 2(a) above shall be made as soon as administratively practicable after vesting. Unless settled earlier pursuant to Sections 7(b) or 7(c)

below, settlement of vested Restricted Stock Units that vest in accordance with Section 2(b) above shall be made as soon as administratively practicable after the third anniversary of the Award Date.

(b)Upon Participant ceasing to serve as Chairman as a result of any circumstances or

events that would constitute the Participant refusing to serve as Chairman if the provisions of Section 4(b) of the Service Agreement were applicable, settlement of the Restricted Stock Units that have vested in accordance with Section 2(b) above, shall be made as soon as administratively practicable after the third anniversary of the Award Date.

(c)Upon Participant ceasing to serve as Chairman under circumstances resulting in vesting under Section 2(c) above, any unvested Restricted Stock Units shall be vested pursuant to Section 2(c) above and settlement of all such vested Restricted Stock Units shall be made as soon as administratively practicable after such cessation of service.

(d)Settlement will be made by payment in shares of Common Stock.

(e)The Company shall not be obligated to deliver any shares of Common Stock if counsel to the Company determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement.

8.Notices. Unless the Company notifies the Participant in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement or the Plan shall be in writing addressed to the Corporate Secretary of the Company and shall be: (a) by registered or certified United States mail, postage prepaid, to 11911 FM 529, Houston, Texas 77041-3011; or (b) by hand delivery or otherwise to 11911 FM 529, Houston, Texas 77041-3011.Any such notice shall be deemed effectively delivered or given upon receipt.

Notwithstanding the foregoing, in the event that the address of the Company’s principal executive offices is changed prior to the date of any settlement of this Award, notices shall instead be made pursuant to the foregoing provisions at the then current address of the Company’s principal executive offices.

Any notice or other communication to the Participant with respect to this Agreement or the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices mailed by the Company to the Participant, five days after deposit in the United States mail, postage prepaid, addressed to the Participant at the address specified at the end of this Agreement or at such other address as the Participant hereafter designates by written notice to the Company.

9.Assignment of Award. Except as otherwise permitted by the Committee and as provided in the immediately following paragraph, the Participant’s rights under the Plan and this Agreement are personal, and no assignment or transfer of the Participant’s rights under and interest in this Award may be made by the Participant other than by a domestic relations order. This Award is payable during his lifetime only to the Participant, or in the case of the Participant being mentally incapacitated, this Award shall be payable to his guardian or legal representative.

The Participant may designate a beneficiary or beneficiaries (the “Beneficiary”) to whom the Award under this Agreement, if any, will pass upon the Participant’s death and may change such

designation from time to time by filing with the Company a written designation of Beneficiary on the form attached hereto as Exhibit A, or such other form as may be prescribed by the Committee; provided that no such designation shall be effective unless so filed prior to the death of the Participant and no such designation shall be effective as of a date prior to receipt by the Company. The Participant may change his Beneficiary without the consent of any prior Beneficiary by filing a new designation with the Company. The last such designation that the Company receives in accordance with the foregoing provisions will be controlling. Following the Participant’s death, the Award, if any, will pass to the designated Beneficiary and such person will be deemed the Participant for purposes of any applicable provisions of this Agreement. If no such designation is made or if the designated Beneficiary does not survive the Participant’s death, the Award shall pass by will or, if none, then by the laws of descent and distribution.

10.Withholding. The Company’s obligations under this Agreement shall be subject to the satisfaction of all applicable tax withholding requirements including those related to federal, state and local income and employment taxes (the “Required Withholding”). The Company may withhold an appropriate amount of cash (with respect to the payment of dividend equivalents) or number of shares from the Common Stock that would otherwise have been delivered to the Participant (with respect to the settlement of the Award) necessary to satisfy the Participant’s Required Withholding, and deliver the remaining amount of cash or shares of Common Stock to the Participant, unless the Participant has made arrangements with the Company for the Participant to deliver to the Company cash, check, other available funds or shares of previously owned Common Stock for the full amount of the Required Withholding by 5:00 p.m. Central Standard Time on the date an amount is included in the income of the Participant. The amount of the Required Withholding and the number of shares to satisfy the Participant’s Required Withholding shall be based on the Fair Market Value of the shares on the date prior to the applicable date of income inclusion.

11.Stock Certificates. Any certificates representing the Common Stock issued pursuant to the settlement of an Award will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award. The Company may place a “stop transfer” order against shares of the Common Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Section 11 have been complied with.

12.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 in Section 9 of this Agreement.

13.No Service as Chairman Guaranteed. No provision of this Agreement shall confer any right upon the Participant to serve as Chairman.

14.Code Section 409A Compliance. This Award is intended to satisfy the requirements of Section 409A of the Code or alternatively, the short-term deferral exclusion under Section 409A of the Code and related regulations and Treasury pronouncements.

15.Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, excluding any choice of law provision thereof that would result in the application of the laws of any other jurisdiction.

16.Amendment. Except as set forth herein, this Agreement cannot be modified, altered or amended except by an agreement, in writing, signed by both the Company and the Participant.

		OCEANEERING INTERNATIONAL, INC.
Award Date:	February __, 2014	By:	/S/ DAVID K. LAWRENCE
			David K. Lawrence
			Vice President, General Counsel
			and Secretary

The Participant hereby accepts the foregoing 2014 Chairman Restricted Stock Unit Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above.

	PARTICIPANT:
Date:
	Participant’s Address:

Exhibit A to 2014 Chairman

Restricted Stock Unit Agreement

Designation of Beneficiary

I, (“Participant”), hereby declare that upon my death, ___________________________________________________ (the “Beneficiary”) of ___________________________________________________ (address), who is my ________________________ (relationship), will be entitled to the Award which may become payable under the Plan and all other rights accorded the Participant under the Participant’s 2013 Chairman Restricted Stock Unit Agreement (capitalized terms used but not defined herein have the respective meanings assigned to them in such agreement).

It is understood that this designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated therein, including the Beneficiary’s survival of Participant. If any such condition is not satisfied, such rights shall devolve according to the Participant’s last will and testament, or if none, then the laws of descent and distribution.

It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked upon the filing of this designation with the Company. This designation of Beneficiary may only be revoked in writing, signed by the Participant, and filed with the Corporate Secretary of the Company prior to the Participant’s death.

Participant    _____________________

Date        _____________________

EX-10.04

Exhibit 10.4

2014 CHAIRMAN Performance Unit Agreement

This 2014 Chairman Performance Unit Agreement (this “Agreement”) is between Oceaneering International, Inc. (the “Company”) and ______________ (the “Participant”), the nonemployee Chairman of the Board of Directors of the Company (“Chairman”), regarding an award (“2014 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 __, 2014 (the “Award Date”), and subject to the following terms and conditions:

1.Relationship to Plan. This Award is subject to all of the terms, conditions and provisions of (i) the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof, and (ii) the Amended and Restated Service Agreement dated December 21, 2006, and as amended by the modification thereto dated December 15, 2008, between the Participant and the Company (together, the “Service Agreement”), except for: (a) the provisions for vesting and settlement in Sections 2(c), 5(b) and 5(c) below; and (b) the Participant’s agreement in this clause (b) that the Participant is not eligible in 2014 for any retainers or meeting fees applicable to nonemployee members of the Board of Directors of the Company. In the event of a conflict between this Agreement and the Service Agreement, the Service Agreement shall control the Participant’s rights under this Agreement. Except as defined or otherwise specifically provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan and the Service Agreement.

2.Vesting.

(a)The 2014 Performance Award hereby granted shall become vested in full on the third anniversary of the Award Date, provided the Participant is Chairman on such anniversary date.

(b)Performance Units subject to this 2014 Performance Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has continuously served as Chairman from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is serving as Chairman on the applicable December 15th:

(i)on December 15, 2014, one-third of the 2014 Performance Award shall be vested;

(ii)on December 15, 2015, an additional one-third of the 2014 Performance Award shall be vested; and

(iii)on December 15, 2016, the entire 2014 Performance Award shall be vested.

(c)All Performance Units subject to this 2014 Performance Award shall vest, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has continuously served as Chairman since the Award Date upon the Participant

ceasing to serve as Chairman under any of the circumstances referred to in Section 4(a) of the Service Agreement (determined as if such cessation had occurred during Agreement Phase B).

(d) For purposes of this Agreement:

(i)“Change of Control” means:

(A)any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act and the rules and regulations promulgated thereunder), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's outstanding Voting Securities, other than through the purchase of Voting Securities directly from the Company through a private placement; or

(B)individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a Director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the Directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

(C)the Company is merged or consolidated with another corporation or entity, and as a result of such merger or consolidation less than 60% of the outstanding Voting Securities of the surviving or resulting corporation or entity shall then be owned by the former shareholders of the Company; or

(D)the consummation of a (i) tender offer or (ii) exchange offer by a Person other than the Company for the ownership of 20% or more of the Voting Securities of the Company then outstanding; or

(E)all or substantially all of the assets of the Company are sold or transferred to a Person as to which:

(1)the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets; and

(2)the financial results of the Company and such Person are not consolidated for financial reporting purposes.

(F)Anything else in this definition to the contrary notwithstanding:

(1)no Change of Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of Persons which includes the Participant, acquiring more than 20% of either the combined voting power of the Company’s outstanding Voting Securities or the Voting Securities of any other corporation or entity which acquires all or substantially all

of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise; and

(2)no Change of Control shall be deemed to have occurred unless such event constitutes an event specified in Code Section 409A(a)(2)(A)(v) and the Treasury Regulations promulgated thereunder.

(ii)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

(iii)“Person” means, any individual, corporation, partnership, “group” (as such term is used in Rule 13d-5 under the Exchange Act), association or other “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, and the related rules and regulations promulgated thereunder.

(iv)“Retirement Age” means the earlier to occur of:

(A)age 65 or more, or

(B)age 60 or more with at least 15 years of continuous service with the Company,

provided that the Participant has remained in service with the Company until the earlier to occur of (A) or (B). The Company hereby acknowledges that Participant has satisfied the requirements of “Retirement Age” as set forth herein as of the date of this Agreement.

(v)“Voting Securities” means, with respect to any corporation or other business enterprise, those securities, which under ordinary circumstances are entitled to vote for the election of directors or others charged with comparable duties under applicable law.

3.Forfeiture of 2014 Performance Award. If the Participant ceases to serve as Chairman under any of the circumstances or events that would constitute the Participant refusing to serve as Chairman if the provisions of Section 4(b) of the Service Agreement were applicable, all unvested Performance Units as of the date Participant no longer serves as Chairman shall be forfeited.

4.Determination of Final Value of Performance Units. The Committee shall, as soon as practicable after the close of the 2014-2016 Performance Period, determine the final value of each Performance Unit granted hereunder in accordance with the 2014 Performance Award: Goals and Measures (a copy of which has been furnished to the Participant). Such final value may range from $0 to $150.

5.Settlement and Payment.

(a)Unless paid earlier pursuant to Sections 5(b) or 5(c) below, payment of 2014 Performance Awards that vest by reason of Section 2(a) or 2(b) above shall be made as soon as administratively practicable after the close of the 2014-2016 Performance Period. In the event a Change of Control occurs during the 2014-2016 Performance Period, the amount of such payment shall be determined as if each Performance Goal had been satisfied at the Maximum Level.

(b)Upon Participant ceasing to serve as Chairman as a result of any circumstances or events that would constitute the Participant refusing to serve as Chairman if the provisions of Section 4(b) of the Service Agreement were applicable, the portion of the 2014 Performance Award that has vested by reason of Section 2(b) above, shall be paid as soon as administratively practicable after the close of the 2014-2016 Performance Period as if each Performance Goal had been satisfied at the Target Level, with no reduction for such date occurring prior to the close of the 2014-2016 Performance Period.

(c)Upon Participant ceasing to serve as Chairman under circumstances resulting in vesting under Section 2(c) above, the entire 2014 Performance Award shall be paid as soon as administratively practicable after such cessation of service as if each Performance Goal had been satisfied at the Maximum Level, with no reduction for such date occurring prior to the close of the 2014-2016 Performance Period.

(d)Settlement of all 2014 Performance Awards will be made by payment in cash.

6.    Notices. Unless the Company notifies the Participant in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement or the Plan shall be in writing addressed to the Corporate Secretary of the Company and shall be: (a) by registered or certified United States mail, postage prepaid, to 11911 FM 529, Houston, Texas 77041-3011; or (b) by hand delivery or otherwise to 11911 FM 529, Houston, Texas 77041-3011. Any such notice shall be deemed effectively delivered or given upon receipt.

Notwithstanding the foregoing, in the event that the address of the Company’s principal executive offices is changed prior to the date of any settlement of this 2014 Performance Award, notices shall instead be made pursuant to the foregoing provisions at the then current address of the Company’s principal executive offices.

Any notice or other communication to the Participant with respect to this Agreement or the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices mailed by the Company to the Participant, five days after deposit in the United States mail, postage prepaid, addressed to the Participant at the address specified at the end of this Agreement or at such other address as the Participant hereafter designates by written notice to the Company.

7.Assignment of 2014 Performance Award. Except as otherwise permitted by the Committee and as provided in the immediately following paragraph, the Participant’s rights under the Plan and this Agreement are personal, and no assignment or transfer of the Participant’s rights under and interest in this 2014 Performance Award may be made by the Participant other than by a domestic relations order. This 2014 Performance Award is payable during his lifetime only to the Participant, or in the case of the Participant being mentally incapacitated, this 2014 Performance Award shall be payable to his guardian or legal representative.

The Participant may designate a beneficiary or beneficiaries (the “Beneficiary”) to whom the 2014 Performance Award under this Agreement, if any, will pass upon the Participant’s death and may change such designation from time to time by filing with the Company a written designation of Beneficiary on the form attached hereto as Exhibit A, or such other form as may be prescribed by the Committee; provided that no such designation shall be effective unless so filed prior to the death of the Participant and no such designation shall be effective as of a date prior to receipt by the Company. The Participant may change his Beneficiary without the consent of any prior Beneficiary by filing a new designation with the Company. The last such designation that the Company receives in accordance with the foregoing provisions will be controlling. Following the Participant’s death, the 2014 Performance Award, if any, will pass to the designated Beneficiary and such person will be deemed the Participant for purposes of any applicable provisions of this Agreement. If no such designation is made or if the designated Beneficiary does not survive the Participant’s death, the 2014 Performance Award shall pass by will or, if none, then by the laws of descent and distribution.

8.Withholding. The Company’s obligations under this Agreement shall be subject to the satisfaction of all applicable tax withholding requirements including those related to federal, state and local income and employment taxes (the “Required Withholding”). The Company may withhold an appropriate amount of cash necessary to satisfy the Participant’s Required Withholding, and deliver the remaining amount of cash to the Participant, unless the Participant has made arrangements with the consent of the Company for the Participant to deliver to the Company cash, check, other available funds or shares of previously owned Common Stock for the full amount of the Required Withholding by 5:00 p.m. Central Standard Time on the date an amount is included in the income of the Participant. The amount of the Required Withholding and the number of shares to satisfy the Participant’s Required Withholding shall be based on the Fair Market Value of the shares on the date prior to the applicable date of income inclusion.

9.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 in Section 7 of this Agreement.

10.No Service as Chairman Guaranteed. No provision of this Agreement shall confer any right upon the Participant to serve as Chairman.

11.Code Section 409A Compliance. This Award is intended to satisfy the requirements of Section 409A of the Code or alternatively, the short-term deferral exclusion under Section 409A of the Code and related regulations and Treasury pronouncements.

12.Participant Limit. The 2014 Performance Award made hereunder shall not be in an amount greater than $10,000,000 for any Participant.

13.Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, excluding any choice of law provision thereof that would result in the application of the laws of any other jurisdiction.

14.Amendment. Except as set forth herein, this Agreement cannot be modified, altered or amended except by an agreement, in writing, signed by both the Company and the Participant.

		OCEANEERING INTERNATIONAL, INC.
Award Date:	February __, 2014	By:	/S/ DAVID K. LAWRENCE
			David K. Lawrence
			Senior Vice President, General Counsel
			and Secretary

The Participant hereby accepts the foregoing 2014 Performance Unit Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above.

	PARTICIPANT:
Date:
	Participant’s Address:

Exhibit A to 2014 Chairman

Performance Unit Agreement

Designation of Beneficiary

I, (“Participant”), hereby declare that upon my death, ______________________________________________ (the “Beneficiary”) of _________________________________________________________ (address), who is my ________________________ (relationship), will be entitled to the 2014 Performance Award which may become payable under the Plan and all other rights accorded the Participant under the Participant’s 2014 Performance Unit Agreement (capitalized terms used but not defined herein have the respective meanings assigned to them in such agreement).

It is understood that this designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated therein, including the Beneficiary’s survival of Participant. If any such condition is not satisfied, such rights shall devolve according to the Participant’s last will and testament, or if none, then the laws of descent and distribution.

It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked upon the filing of this designation with the Company. This designation of Beneficiary may only be revoked in writing, signed by the Participant, and filed with the Corporate Secretary of the Company prior to the Participant’s death.

Participant    ___________________________

Date        ___________________________

EX-10.05

Exhibit 10.5

2014 PERFORMANCE AWARD: GOALS AND MEASURES

ARTICLE 1

ESTABLISHMENT AND PURPOSE

1.1    Establishment of the 2014-2016 Performance Goals. Oceaneering International, Inc. (the “Company”), has previously established the 2010 Incentive Plan of Oceaneering International, Inc. (the “Plan”). The Plan permits the establishment of Performance Goals and the award of Performance Awards to Participants. The Committee has established Performance Goals (as detailed herein) for the first performance period under the Plan which shall run from January 1, 2014 through December 31, 2016 (the “2014-2016 Performance Period”). This 2014-2016 Performance Period is subject to all the provisions of the Plan.

1.2    Establishment of 2014-2016 Performance Goal Targets. The 2014-2016 Performance Goal targets are as follows:

ROIC/Kc:	___% ¹
Cumulative Three Year Cash Flow:	$___

¹     In accordance with Instruction 2 to Item 402(e) and Instruction 4 to Item 402(b) of Regulation S-K, Oceaneering is not disclosing this or the other amounts or items left blank herein, as they reflect confidential commercial or business information. Oceaneering believes that assuming current market conditions, it is likely that the undisclosed target levels will be achieved.

1.3    Purpose. The establishment of Performance Goals for the 2014-2016 Performance Period is to provide Participants with a long-term incentive opportunity in respect of the 2014-2016 Performance Period. Performance Awards granted in 2014 (the “2014 Performance Awards”) are subject to the attainment of these Performance Goals.

ARTICLE 2

DEFINITIONS

2.1Definitions. Whenever used in this document, capitalized terms shall have the meanings assigned in the Plan, unless defined otherwise or specifically provided herein. The following terms shall have the meanings set forth below:

(a)“Average Cost of Capital” means the average (the arithmetic mean) of the Cost of Capital for each of the three calendar years within the 2014-2016 Performance Period.

(b)“Average Invested Capital” means the sum of Average Total Debt and Average Shareholders’ Equity for each of the three calendar years within the 2014-2016 Performance Period.

(c)“Average Return on Invested Capital” or “ROIC” means a percentage derived by dividing (i) the cumulative NOPAT (the sum of NOPAT for each of the three calendar years within the 2014-2016 Performance Period) by (ii) Average Invested Capital.

(d)“Average Total Debt” means (i) the sum of the Total Debt as of the end of the prior year and the Total Debt as of the end of the current year (ii) divided by two. For example, the Average Total Debt for calendar year 2014 will be the Total Debt as of December 31, 2013, plus the Total Debt as of December 31, 2014, divided by two.

(e)“Average Shareholders’ Equity” means (i) the sum of Shareholders’ Equity as of the end of the prior year and Shareholders’ Equity as of the end of the current year (ii) divided by two.

(f)“Cost of Capital” or “Kc” means a percentage determined by dividing (i) the sum of the Cost of Debt and the Cost of Equity for each of the three calendar years within the 2014-2016 Performance Period by (ii) the sum of Average Total Debt and Average Shareholders’ Equity for each of the three calendar years within the 2014-2016 Performance Period. All components of Cost of Capital shall be obtained directly from the audited financial statements of the Company for the applicable year.

(g)“Cost of Debt” means the product of annual Interest Expense and 65% (100% less a deemed income tax rate of 35%).

(h)“Cost of Equity” means the product of Average Shareholders’ Equity and 8.04%, which is the sum of the 3.04% yield on the 10-year Treasury Notes as of December 31, 2013, as published by the U.S. Federal Reserve, plus an equity return premium of 5.0%.

(i)“Cumulative Three Year Cash Flow” means the sum of the earnings before interest, taxes, depreciation and amortization (“EBITDA”) amounts for each of the three calendar years in the 2014-2016 Performance Period. EBITDA shall be calculated as Net Income (Loss) plus (or Minus) Net Interest Expense (Income), plus provisions for income taxes (or minus benefit from income taxes), plus depreciation and amortization. Each component of EBITDA shall be obtained directly from the audited financial statements of the Company for the applicable year.

(j)“IncomeBeforeIncomeTaxes” means income before income taxes as reflected in the audited financial statements of the Company for the applicable calendar year.

(k)“Interest Expense” means interest expense, net of amounts capitalized, as reflected in the audited financial statements of the Company for the applicable calendar year.

(l)“Interest Income” means interest income as reflected in the audited financial statements of the Company for the applicable calendar year.

(m)“Net Income (Loss)” means net income (loss) as reflected in the audited financial statements of the Company for the applicable calendar year.

(n)“Net Interest Expense (Income)” means the difference between (i) Interest Expense and (ii) Interest Income for the applicable calendar year.

(o)“Net Operating Profit After Taxes” or “NOPAT” means Net Income (Loss) plus (or minus) the product of (i) Net Interest Expense (Income) and (ii) 100% minus the effective income tax rate for the applicable year. The effective income tax rate will be determined by dividing the annual income tax provision (or benefit) by Income Before Income Taxes. All components of NOPAT shall be obtained directly from the audited financial statements of the Company for the applicable calendar year.

(p)“Performance Unit” means the unit of measure underlying a Performance Award, with an initial notional value of $100.

(q)“ROIC/Kc” means a percentage derived by dividing (i) Average Return on Invested Capital for the 2014-2016 Performance Period by (ii) Average Cost of Capital for the 2014-2016 Performance Period. A percentage greater than 100% indicates the Company earned a rate of return on its Average Invested Capital in excess of its Average Cost of Capital.

(r)“Shareholders’ Equity” means the shareholders’ equity as reflected in the audited financial statements of the Company for the applicable year.

(s)“Total Debt” means the difference between (i) the sum of the debt components (in both current and long-term liabilities), as reflected in the audited financial statements of the Company for the applicable calendar year, and (ii) construction-in-progress as disclosed in the footnotes to the audited financial statements of the Company to the extent such amount is greater than $20,000,000.

ARTICLE 3

AWARD DETERMINATION

3.1Award Opportunities. The Committee has determined the Participants for the 2014-2016 Performance Period and each Participant’s 2014 Performance Award; such Participants and their individual Performance Awards are reflected in the Committee records. A Participant’s 2014 Performance Award is keyed to the Company’s performance with respect to the 2014-2016 Performance Goals, and may result in a payment to the Participant having a value from zero percent to one hundred fifty percent of the initial notional value of the 2014 Performance Award.

3.2    Performance Award Determination. As soon as is practicable after the close of the 2014-2016 Performance Period, the Committee shall calculate the value of 2014 Performance Awards for each Participant as follows:

a.Determine ROIC/Kc for the 2014-2016 Performance Period.

b.Determine the Cumulative Three Year Cash Flow for the 2014-2016 Performance Period.

c.Determine the ROIC/Kc Performance Goal level based on the following:

Threshold Level:___%

Target Level:___%

Maximum Level:___%

d.Determine the Cumulative Three Year Cash Flow Performance Goal level based on the following:

Threshold Level:$___

Target Level:$___

Maximum Level:$___

e.If the Company does not reach the Threshold level on both the ROIC/Kc and the Cumulative Three Year Cash Flow Performance Goal, no amounts will be paid with respect to the 2014 Performance Awards. If the Company reaches the Threshold level on at least one Performance Goal, an amount will be payable with respect to the 2014 Performance Awards.

f.The 2014 Performance Award for any Participant shall not be in an amount greater than $10,000,000.

g.Satisfaction of each Performance Goal at the Target level will result in a final value of each Performance Unit of $100. The determination of the final value of each Performance Unit shall be based on application of the following grid (with interpolation between the specified levels):

	UNIT VALUES
Cumulative Three Year Cash Flow	Maximum	$75.00	$112.50	$125.00	$150.00
	Target	$50.00	$87.50	$100.00	$125.00
	Threshold	$37.50	$75.00	$87.50	$112.50
	Below Threshold	$0.00	$37.50	$50.00	$75.00
		Below Threshold	Threshold	Target	Maximum
	ROIC/Kc

h.The Committee shall certify the determination of the final value of each Performance Unit. If such value exceeds $100, the Committee retains the discretion to reduce such value to any amount above or equal to $100.

ARTICLE 4

PAYMENT OF 2014 PERFORMANCE AWARDS

4.1Determination of Amount. 2014 Performance Awards will be determined as soon as practicable after (a) the Company’s financial statements for each of the three calendar years in the 2014-2016 Performance Period have been certified, (b) the Committee has certified in writing that the various Performance Goals and conditions set forth herein and in the Plan have all been met or satisfied, and (c) the Committee has specifically authorized in writing the payment of any 2014 Performance Awards based on attainment of either Performance Goal at a level greater than Target.

4.2    Vesting. The 2014 Performance Awards will vest as set forth in the Participant’s Performance Unit Agreement.

4.3    Form of Payment. Each 2014 Performance Award will be paid in cash.

4.4    Time of Payment. 2014 Performance Awards shall be paid as set forth in the Participant’s Performance Unit Agreement.

EX-10.06

Exhibit 10.6

2014 NONEMPLOYEE DIRECTOR

RESTRICTED STOCK AGREEMENT

This 2014 Nonemployee Director Restricted Stock Agreement (this “Agreement”) is between Oceaneering International, Inc. (the “Company”) and (the “Participant”), a nonemployee Director, regarding an award (“Award”) of shares of Common Stock (as defined in the 2010 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 February __, 2014 (the “Award Date”), such number of shares subject to adjustment as provided in Section 15 of the Plan, and further subject to the following terms and conditions:

1.Relationship to Plan. This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Board thereunder and are in effect on the date hereof. Except as defined or otherwise specifically provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

2.Vesting and Lapse of Restrictions.

(a)All shares of Restricted Stock subject to this Award shall vest in full (and all restrictions thereon shall lapse) on the first anniversary of the Award Date, provided the Participant is a Director on such anniversary.

(b)All shares of Restricted Stock (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full (and all restrictions thereon shall lapse), irrespective of the provision set forth in subparagraph (a) above, provided that the Participant has been in continuous service as a Director since the Award Date, upon the earlier to occur of:

(i)the Participant’s death; or

(ii)a Change of Control.

(c)For purposes of this Agreement:

(i)“Change of Control” means:

(A)any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act and the rules and regulations promulgated thereunder), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding Voting Securities, other than through the purchase of Voting Securities directly from the Company through a private placement; or

(B)individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a Director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the Directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

(C)the Company is merged or consolidated with another corporation or entity, and as a result of such merger or consolidation less than 60% of the outstanding Voting Securities of the surviving or resulting corporation or entity shall then be owned by the former shareholders of the Company; or

(D)the consummation of a (i) tender offer or (ii) exchange offer by a Person other than the Company for the ownership of 20% or more of the Voting Securities of the Company then outstanding; or

(E)all or substantially all of the assets of the Company are sold or transferred to a Person as to which:

(1)the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets; and

(2)the financial results of the Company and such Person are not consolidated for financial reporting purposes.

(F)Anything else in this definition to the contrary notwithstanding:

(1)no Change of Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of Persons which includes the Participant, acquiring more than 20% of either the combined voting power of the Company’s outstanding Voting Securities or the Voting Securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise; and

(2) no Change of Control shall be deemed to have occurred unless such event constitutes an event specified in Code Section 409A(a)(2)(A)(v) and the Treasury regulations promulgated thereunder.

(ii)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

(iii)“Person” means, any individual, corporation, partnership, “group” (as such term is used in Rule 13d-5 under the Exchange Act), association or other “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, and the related rules and regulations promulgated thereunder.

(iv)“Voting Securities” means, with respect to any corporation or other business enterprise, those securities, which under ordinary circumstances are entitled to vote for the election of directors or others charged with comparable duties under applicable law.

3.Forfeiture of Award. If the Participant’s service as a Director terminates under any circumstances (except those provided in Section 2 of this Agreement or in any other written agreement between the Participant and the Company which provides for vesting of the Restricted Stock granted hereby), all unvested Restricted Stock as of the termination date shall be forfeited.

4.Registration of Shares. The Participant’s right to receive the Restricted Stock shall be evidenced by book entry registration (or by such other manner as the Committee may determine) at the beginning of the Restriction Period. Upon termination of the Restriction Period, a certificate representing such shares shall be delivered upon written request to the Participant as promptly as is reasonably practicable following such termination.

5.Code Section 83(b) Election. The Participant shall be permitted to make an election under Code Section 83(b), to include an amount in income in respect of the Award of Restricted Stock in accordance with the requirements of Code Section 83(b).

6.Dividends and Voting Rights. The Participant is entitled to receive all dividends and other distributions made with respect to Restricted Stock registered in his name and is entitled to vote or execute proxies with respect to such registered Restricted Stock, unless and until the Restricted Stock is forfeited.

7.Delivery of Shares. The Company shall not be obligated to deliver any shares of Common Stock if counsel to the Company determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement.

8.Notices. Unless the Company notifies the Participant in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement or the Plan shall be in writing addressed to the Corporate Secretary of the Company and shall be: (a) by registered or certified United States mail, postage prepaid, to 11911 FM 529, Houston, Texas 77041-3011; or (b) by hand delivery or otherwise to 11911 FM 529, Houston, Texas 77041-3011.Any such notice shall be deemed effectively delivered or given upon receipt.

Notwithstanding the foregoing, in the event that the address of the Company’s principal executive offices is changed prior to the date of any settlement of this Award, notices shall instead be made pursuant to the foregoing provisions at the then current address of the Company’s principal executive offices.

Any notice or other communication to the Participant with respect to this Agreement or the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices mailed by the Company to the Participant, five days after deposit in the United States mail, postage prepaid, addressed to the Participant at the address specified at the end of this Agreement or at such other address as the Participant hereafter designates by written notice to the Company.

9.Assignment of Award. Except as otherwise permitted by the Committee and as provided in the immediately following paragraph, the Participant’s rights under the Plan and this Agreement are personal, and no assignment or transfer of the Participant’s rights under and interest in this Award may be made by the Participant other than by a domestic relations order. This Award is payable during his lifetime only to the Participant, or in the case of the Participant being mentally incapacitated, this Award shall be payable to his guardian or legal representative.

The Participant may designate a beneficiary or beneficiaries (the “Beneficiary”) to whom the Award under this Agreement, if any, will pass upon the Participant’s death and may change such designation from time to time by filing with the Company a written designation of Beneficiary on the form attached hereto as Exhibit A, or such other form as may be prescribed by the Committee; provided that no such designation shall be effective unless so filed prior to the death of the Participant and no such designation shall be effective as of a date prior to receipt by the Company. The Participant may change his Beneficiary without the consent of any prior Beneficiary by filing a new designation with the Company. The last such designation that the Company receives in accordance with the foregoing provisions will be controlling. Following the Participant’s death, the Award, if any, will pass to the designated Beneficiary and such person will be deemed the Participant for purposes of any applicable provisions of this Agreement. If no such designation is made or if the designated Beneficiary does not survive the Participant’s death, the Award shall pass by will or, if none, then by the laws of descent and distribution.

10.Withholding. The Company’s obligation to deliver shares of Restricted Stock to the Participant upon the vesting of such shares shall be subject to the satisfaction of all applicable withholding requirements including those related to federal, state and local income and employment taxes (the “Required Withholding”). The Company may withhold from the Restricted Stock that would otherwise have been delivered to the Participant the number of shares necessary to satisfy the Participant’s Required Withholding, and deliver the remaining shares of Restricted Stock to the Participant, unless the Participant has made arrangements with the Company for the Participant to deliver to the Company cash, check, other available funds or shares of previously owned Common Stock for the full amount of the Required Withholding by 5:00 p.m. Central Standard Time on the date the shares of Restricted Stock become vested. The amount of the Required Withholding and the number of shares to satisfy the Participant’s Required Withholding shall be based on the Fair Market Value of the shares on the date prior to the applicable date of vesting.

11.Stock Certificates. Any certificate representing the Common Stock issued pursuant to the Award will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award. The Company may place a “stop transfer” order against shares of the Common Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Section 11 have been complied with.

12.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 in Section 9 of this Agreement.

13.No Service as Director Guaranteed. No provision of this Agreement shall confer any right upon the Participant to continued service with the Company as a Director.

14.Code Section 409A Compliance. This Award is intended to comply with or be exempt from Section 409A of the Code and related regulations and Treasury pronouncements, and ambiguous provisions hereof, if any, shall be construed and interpreted consistent with such intent.

15.Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, excluding any choice of law provision thereof that would result in the application of the laws of any other jurisdiction.

16.Amendment. Except as set forth herein, this Agreement cannot be modified, altered or amended except by an agreement, in writing, signed by both the Company and the Participant.

17.

		OCEANEERING INTERNATIONAL, INC.
Award Date:	February __, 2014	By:	/S/ DAVID K. LAWRENCE
			David K. Lawrence
			Senior Vice President, General Counsel
			and Secretary

The Participant hereby accepts the foregoing 2014 Nonemployee Director Restricted Stock Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above.

	PARTICIPANT:
Date:
	Participant’s Address:

Exhibit A to 2014 Nonemployee Director Restricted Stock Agreement

Designation of Beneficiary

I, ____________________________________ (“Participant”), hereby declare that upon my death, ________________________________________ (the “Beneficiary”) of _____________________________________________________ (address), who is my ________________________ (relationship), will be entitled to the Award which may become payable under the Plan and all other rights accorded the Participant under the Participant’s 2014 Nonemployee Director Restricted Stock Agreement (capitalized terms used but not defined herein have the respective meanings assigned to them in such Agreement).

It is understood that this designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated therein, including the Beneficiary’s survival of Participant. If any such condition is not satisfied, such rights shall devolve according to the Participant’s last will and testament, or if none, then the laws of descent and distribution.

It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked upon the filing of this designation with the Company. This designation of Beneficiary may only be revoked in writing, signed by the Participant, and filed with the Corporate Secretary of the Company prior to the Participant’s death.

Participant    ________________________

Date        ________________________