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): May 6, 2011

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
(I.R.S. Employer
Identification No.)

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

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

     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:

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

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

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

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

TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
	Item 5.07 Submission of Matters to a Vote of Security Holders.
	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-99.1
EX-99.2

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

Election of Director and Appointment of Officers

On May 9, 2011, Oceaneering International, Inc. (“Oceaneering”) announced that M. Kevin McEvoy was appointed by the Board of Directors (the “Board”) as President and Chief Executive Officer of Oceaneering following the retirement of T. Jay Collins from those positions. Mr. McEvoy, age 60, previously served as Executive Vice President and Chief Operating Officer of Oceaneering. Mr. McEvoy was also elected by the Board as a Class II Director, with a term that is scheduled to expire at Oceaneering’s 2012 annual meeting of shareholders. Oceaneering previously announced in February 2011 the designation of Mr. McEvoy to succeed Mr. Collins as President and Chief Executive Officer. Oceaneering also announced the appointment by the Board of Marvin J. Migura, Oceaneering’s Senior Vice President and Chief Financial Officer, to the position of Executive Vice President and Chief Financial Officer. A copy of the Press Release announcing these appointments and election by the Board is furnished as Exhibit 99.1. Changes to the compensation arrangements for Messrs. McEvoy and Migura as a result of these appointments are reflected in the table and information below.

Compensation of Officers

On May 6, 2011, the Compensation Committee of the Board (the “Committee”) approved increases in the annual base salary for the following executive officers who were named executive officers in Oceaneering’s proxy statement for its 2011 annual meeting of shareholders (the “Named Executive Officers”) to the following amounts, effective on May 6, 2011 for Messrs. McEvoy and Migura and July 1, 2011 for the others:

Name and Position
M. Kevin McEvoy	$600,000
President and Chief Executive Officer
Marvin J. Migura	$450,000
Executive Vice President and Chief Financial Officer
George R. Haubenreich, Jr.	$365,000
Senior Vice President, General Counsel and Secretary
Kevin F. Kerins	$315,000
Senior Vice President — ROVs

On May 6, 2011, the Committee approved grants of awards to Mr. Migura of 2,000 restricted stock units and 2,000 performance units under Oceaneering’s 2010 Incentive Plan. Those awards have substantially the same terms and conditions as the awards of restricted stock units and performance units to Mr. Migura approved by the Committee on February 25, 2011, as previously reported. The foregoing description of the award to Mr. Migura is intended to be only a summary and is qualified by reference to the complete agreements, which are attached as exhibits to this report and incorporated by reference into this Item.

Change of Control and Indemnification Agreements

On May 6, 2011, the Committee approved Oceaneering’s entering into indemnification agreements with three current executive officers who previously did not have indemnification agreements with Oceaneering and change of control agreements with four current executive officers who previously did not have change of control agreements with Oceaneering. These executive officers in each instance included Kevin F. Kerins.

The form of indemnification agreement approved is in the same form as the previously disclosed indemnification agreements entered into with the Named Executive Officers (other than Mr. Kerins). The form of change of control agreement approved is in substantially the same form as the previously disclosed change of control agreement entered into in 2001, as amended, with the Named Executive Officers (other than Mr. Kerins), except as follows:

• the severance package provided for consists of an amount equal to two times the sum of 1) the executive’s highest annual rate of base salary during the then-current year or any of the three years preceding the year of termination, and 2) an amount equal to the target award the executive is eligible to receive under the then-current annual bonus plan;

• the recipient would receive benefits under all other plans in which he then participates, for two years; and

• the recipient would not be eligible to receive a tax gross-up amount for any payments made under the agreement that would cause the recipient to be liable for an excise tax should the payment be a “parachute payment,” as defined by the Internal Revenue Code and applicable Treasury Regulations.

The foregoing descriptions of the indemnification agreements and change of control agreements are intended to be only summaries and are qualified by reference to the complete agreements, which are attached as exhibits to this report and incorporated by reference into this Item.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 6, 2011, Oceaneering held its annual meeting of shareholders. The following actions were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended:

1. The two nominees proposed by the Board of Directors were elected as Class I directors for a three-year term that is scheduled to expire at Oceaneering’s 2014 annual meeting of shareholders and the voting results are set forth below:

Name of Director	For	Withheld	Broker-Non-Votes
T. Jay Collins	45,992,354	2,312,918	2,596,852
D. Michael Hughes	39,344,794	8,960,478	2,596,852

2. To approve, on an advisory basis, the compensation of Oceaneering’s named executive officers.

The compensation of Oceaneering’s named executive officers was approved, on an advisory basis, and the voting results are set forth below:

For	Against	Abstentions	Broker-Non-Votes
44,865,599	2,888,921	550,752	2,596,852

3. To approve, on an advisory basis, the frequency of holding future advisory votes to approve the compensation of Oceaneering’s named executive officers:

The shareholders have selected, on an advisory basis, that Oceaneering hold future advisory votes on the compensation of Oceaneering’s named executive officers every one year, and the voting results are set forth below:

1 year	2 years	3 years	Abstentions	Broker-Non-Votes
40,468,088	463,743	6,831,605	541,836	2,596,852

4. To ratify the appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2011.

The ratification of Ernst & Young LLP was approved, and the voting results are set forth below:

For	Against	Abstentions	Broker-Non-Votes
50,310,637	578,408	13,079	0

In light of the voting results with respect to the frequency of shareholder votes on the compensation of Oceaneering’s named executive officers, Oceaneering’s Board of Directors has determined that Oceaneering will hold an annual advisory vote on the compensation of its named executive officers until the next advisory vote on the frequency of shareholder votes on the compensation of its named executive officers, or until the Board of Directors determines it in the best interest of Oceaneering to hold such vote with different frequency.

Item 8.01 Other Events

Two-for-One Stock Split

On May 9, 2011, Oceaneering announced that its Board approved a two-for-one stock split of Oceaneering’s common stock in the form of a stock dividend, payable on June 10, 2011, to shareholders of record at the close of business on May 19, 2011. Oceaneering common stock is expected to begin trading on a split-adjusted basis on June 13, 2011. The split will increase Oceaneering’s total shares of common stock outstanding as of March 31, 2011, from approximately 54 million shares to 108 million shares.

Quarterly Dividend

On May 9, 2011 Oceaneering also announced that its Board declared a quarterly dividend of $0.15 per common share, on split-adjusted shares, with such dividend payable on June 29, 2011 to shareholders of record at the close of business on June 17, 2011.

A copy of the press release announcing the above actions is filed as Exhibit 99.2 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

	(d) Exhibits
10.1		Form of Supplemental 2011 Restricted Stock Unit Agreement
10.2		Form of Supplemental 2011 Performance Unit Agreement
10.3		2011 Performance Award: Goals and Measures, relating to the form of Supplemental 2011 Performance Unit Agreement
10.4		Form of Indemnification Agreement
10.5		Form of Change of Control Agreement
99.1		Press release issued by Oceaneering International, Inc., dated May 9, 2011
99.2		Press release issued by Oceaneering International, Inc., dated May 9, 2011

SIGNATURE

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 thereunto duly authorized.

OCEANEERING INTERNATIONAL, INC.
By:	/s/ George R. Haubenreich, Jr.
	George R. Haubenreich, Jr.
	Senior Vice President, General Counsel and Secretary

Date: May 9, 2011

EXHIBIT INDEX

No.	Description
10.1	Form of Supplemental 2011 Restricted Stock Unit Agreement
10.2	Form of Supplemental 2011 Performance Unit Agreement
10.3	2011 Performance Award: Goals and Measures, relating to the form of Supplemental 2011 Performance Unit Agreement
10.4	Form of Indemnification Agreement
10.5	Form of Change of Control Agreement
99.1	Press release issued by Oceaneering International, Inc., dated May 9, 2011
99.2	Press release issued by Oceaneering International, Inc., dated May 9, 2011

EX-10.1

Exhibit 10.1

                Restricted Stock Units

SUPPLEMENTAL
2011 RESTRICTED STOCK UNIT AGREEMENT

          This Supplemental 2011 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 May 6, 2011 (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 February 25, 2014, 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.

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     (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 that the Participant terminates employment with the Company and its Subsidiaries after 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 that 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 ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or 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, in each case, on or after a Change of Control;

     (iii) a Change of Control if the Participant is then a Non-employee 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

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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(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.

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

     (iv) “Service” means (a) employment with the Company or any of its Subsidiaries and (b) service as a nonemployee member of the board of directors of the Company (“Nonemployee Director”).

     (v) “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.

     (vi) “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).

     (vii) “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.

     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.

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     7. Settlement and Delivery of Shares.

     (a) February 25, 2014; Termination After Disability or Death; Certain Terminations of Employee by Company After Change of Control; Change of Control for Nonemployee Director. Settlement of vested Restricted Stock Units that vest in accordance with Subparagraph 2(a) or 2(c) shall be made as soon as administratively practicable after vesting, but in no case later than the March 15th following the year in which vesting occurs. Settlement will be made by payment in shares of Common Stock.

     (b) Termination After Attainment of Retirement Age. Settlement of vested Restricted Stock Units that vest in accordance with Subparagraph 2(b) to a Participant who terminates Service after attainment of his Retirement Age (whether or not there has been a Change of Control) shall be made as soon as administratively practicable after termination, but in no case later than the March 15th following the year in which termination occurs, provided that in the case of a specified employee who vested in accordance with Subparagraph 2(b) 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. Settlement of vested Restricted Stock Units that vest in accordance with Subparagraph 2(b) 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 Subparagraphs 2(a) or 2(c), but in no event after the later of (i) the 15th day of the third calendar month following the applicable date in Subparagraph 2(a) or 2(c), or (ii) the end of the calendar year in which the applicable date in Subparagraph 2(a) or 2(c) occurred, provided that in the case of a specified employee who vested in accordance with Subparagraph 2(b) such settlement shall be paid six months after termination. Settlement will be made by payment in shares of Common Stock.

          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.

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          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

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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.

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	OCEANEERING INTERNATIONAL, INC.
Award Date: May 6, 2011	By:
		George R. Haubenreich, Jr.
		Senior Vice President, General Counsel and Secretary

          The Participant hereby accepts the foregoing Supplemental 2011 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:

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Exhibit A to Supplemental 2011
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 Supplemental 2011 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

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EX-10.2

Exhibit 10.2

___ Performance Units

SUPPLEMENTAL
2011 PERFORMANCE UNIT AGREEMENT

          This Supplemental 2011 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 (“2011 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 May 6, 2011 (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 2011 Performance Award hereby granted shall become vested in full on February 25, 2014, provided the Participant is in Service on such anniversary date.

     (b) Performance Units subject to this 2011 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 2011 Performance Award shall be thereupon vested and an additional one-third of the 2011 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 2011 Performance Award shall thereupon be vested and an additional one-third of the 2011 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 Award Date, on such December 15th, the entire 2011 Performance Award shall thereupon be vested.

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     (c) All Performance Units subject to this 2011 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 that the Company or any successor to the Company terminates the Participant’s employment with the Company and its Subsidiaries for any reason on or after a Change of Control;

     (ii) the date that 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 ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or 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, in each case, on or after a Change of Control;

     (iii) a Change of Control if the Participant is then a Non-employee 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

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     (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(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.

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     (iv) “Service” means (a) employment with the Company or any of its Subsidiaries and (b) service as a nonemployee member of the board of directors of the Company (“Nonemployee Director”).

     (v) “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.

     (vi) “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).

     (vii) “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 2011 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.

     4. Determination of Final Value of Performance Units. The Committee shall, as soon as practicable after the close of the 2011-2013 Performance Period, determine the final value of each Performance Unit granted hereunder in accordance with the 2011 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 2011 Performance Awards will be made by payment in cash.

     (a) February 25, 2014; Attainment of Retirement Age, Termination After Disability or Death. Payment of vested 2011 Performance Awards that vest by reason of Subparagraphs 2(a), (b) or (c)(iii) of this Agreement shall be made as soon as administratively practicable after the close of the 2011-2013 Performance Period. In no event shall such payment be made later than the 15th day of the third calendar month of the year following the year in which the third anniversary of the Award Date occurs. 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. Payment of vested 2011 Performance Awards that vest by reason of Subparagraph 2(a) after a Change of Control has occurred shall be made as soon as administratively practicable after the close of the 2011-2013

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Performance Period. Payment of vested Performance Awards that vest; (i) in accordance with Subparagraph 2(b) to a Participant who has attained Retirement Age at any time and who then terminates Service after a Change of Control; (ii) upon termination as contemplated by Subparagraph 2(c)(i) or Subparagraph 2(c)(ii) of this Agreement; (iii) upon a Change of Control if Subparagraph 2(c)(iii) of this Agreement is applicable; or (iv) upon termination as described in Subparagraph 2(c)(iv) after a Change of Control, shall be made as soon as administratively practicable after termination occurs, provided that in the case of a specified employee who vests in accordance with clause (i) such payment shall be paid six months after termination. Payment of vested Performance Awards that vest (i) in accordance with Subparagraph 2(b) to a Participant who had attained Retirement Age at any time and who then terminated Service prior to a Change of Control, or (ii) upon termination as described in Subparagraph 2(c)(iv) prior to a Change of Control, shall be made as soon administratively practicable after a Change of Control occurs. 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 2011-2013 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 2011 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 2011 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 2011 Performance Award may be made by the Participant other than by a domestic relations order. This 2011 Performance Award is payable during his lifetime only to the Participant, or in the case of the Participant being mentally incapacitated, this 2011 Performance Award shall be payable to his guardian or legal representative.

          The Participant may designate a beneficiary or beneficiaries (the “Beneficiary”) to whom the 2011 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

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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 2011 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 2011 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. 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.

     12. Participant Limit. The 2011 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.

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     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: May 6, 2011	By:
		George R. Haubenreich, Jr.
		Senior Vice President, General Counsel and Secretary

          The Participant hereby accepts the foregoing Supplemental 2011 Performance Unit Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above.

Date:                                          PARTICIPANT:



________________________________________

Participant’s Address:
________________________________________
________________________________________
________________________________________
 

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Exhibit A to Supplemental 2011 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 2011 Performance Award which may become payable under the Plan and all other rights accorded the Participant under the Participant’s 2011 Supplemental 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
 

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EX-10.3

Exhibit 10.3

2011 PERFORMANCE AWARD: GOALS AND MEASURES

ARTICLE 1

ESTABLISHMENT AND PURPOSE

     1.1 Establishment of the 2011-2013 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, 2011 through December 31, 2013 (the “2011-2013 Performance Period”). This 2011-2013 Performance Period is subject to all the provisions of the Plan.

     1.2 Establishment of 2011-2013 Performance Goal Targets. The 2011-2013 Performance Goal targets are as follows:

ROIC/Kc:	125%
Cumulative Three Year Cash Flow:	$1.38 Billion

     1.3 Purpose. The establishment of Performance Goals for the 2011-2013 Performance Period is to provide Participants with a long-term incentive opportunity in respect of the 2011-2013 Performance Period. Performance Awards granted in 2011 (the “2011 Performance Awards”) are subject to the attainment of these Performance Goals.

ARTICLE 2

DEFINITIONS

     2.1 Definitions. 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 2011-2013 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 2011-2013 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 2011-2013 Performance Period) by (ii) Average Invested Capital.

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     (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 2011 will be the Total Debt as of December 31, 2010, plus the Total Debt as of December 31, 2011, 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 2011-2013 Performance Period by (ii) the sum of Average Total Debt and Average Shareholders’ Equity for each of the three calendar years within the 2011-2013 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 8.8%, which is the sum of the 3.3% yield on the 10-year Treasury Notes as of December 31, 2010, as published by the U.S. Federal Reserve, plus an equity return premium of 5.5%.

     (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 2011-2013 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 financials statements of the Company for the applicable year.

     (j) “Income Before Income Taxes” 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.

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     (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 2011-2013 Performance Period by (ii) Average Cost of Capital for the 2011-2013 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

     3.1 Award Opportunities. The Committee has determined the Participants for the 2011-2013 Performance Period and each Participant’s 2011 Performance Award; such Participants and their individual Performance Awards are reflected in the Committee records. A Participant’s 2011 Performance Award is keyed to the Company’s performance with respect to the 2011-2013 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 2011 Performance Award.

     3.2 Performance Award Determination. As soon as is practicable after the close of the 2011-2013 Performance Period, the Committee shall calculate the value of 2011 Performance Awards for each Participant as follows:

     (a) Determine ROIC/Kc for the 2011-2013 Performance Period.

     (b) Determine the Cumulative Three Year Cash Flow for the 2011-2013 Performance Period.

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

Threshold Level:	100	%
Target Level:	125	%
Maximum Level:	150	%

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

Threshold Level:	$1.20 Billion
Target Level:	$1.38 Billion
Maximum Level:	$1.60 Billion

     (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 2011 Performance Awards. If the Company reaches the Threshold level on at least one Performance Goal, an amount will be payable with respect to the 2011 Performance Awards.

     (f) The 2011 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

	Below
	Threshold		Threshold		Target		Maximum
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

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.

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ARTICLE 4

PAYMENT OF 2011 PERFORMANCE AWARDS

     4.1 Determination of Amount. 2011 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 2011-2013 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 2011 Performance Awards based on attainment of either Performance Goal at a level greater than Target.

     4.2 Vesting. The 2011 Performance Awards will vest as set forth in the Participant’s Performance Unit Agreement.

     4.3 Form of Payment. Each 2011 Performance Award will be paid in cash.

     4.4 Time of Payment. 2011 Performance Awards shall be paid as set forth in the Participant’s Performance Unit Agreement.

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EX-10.4

Exhibit 10.4

INDEMNIFICATION AGREEMENT

          THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of May 6, 2011 by and between Oceaneering International, Inc., a Delaware corporation (the “Company”), and _____________________ (“Indemnitee”).

PRELIMINARY STATEMENT

          Highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of corporations and other enterprises.

          The Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of that insurance has been a customary and widespread practice among United States-based corporations and other enterprises, the Board believes that, given current market conditions and trends, that insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to corporations or other enterprises increasingly are being subjected to expensive and time-consuming litigation relating to, among other matters, matters that traditionally would have been brought only against the corporation or enterprise itself. The uncertainties relating to liability insurance and to indemnification have increased the difficulty of attracting and retaining those persons, and the Board has determined that (1) this increased difficulty is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure those persons that increased certainty of that protection will exist in the future and (2) it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify those persons to the fullest extent applicable law permits so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

          NOW THEREFORE, in consideration of the premises and the covenants herein, the parties to this Agreement agree as follows:

          Section 1. Services by Indemnitee. Indemnitee will serve, or continue to serve, as a Functionary of the Company and, as mutually agreed by Indemnitee and the Company, as a Functionary of one or more Related Enterprises. Indemnitee may at any time and for any reason resign from any such service, subject to any other contractual obligation or any obligation applicable law imposes. This Agreement is not and is not to be construed as an employment contract by the Company or any other Related Enterprise with Indemnitee or as otherwise affecting Indemnitee’s status, if any, as an employee of the Company or any Related Enterprise.

          Section 2. Indemnification. (a) If and whenever:

     (1) Indemnitee was or is, or is threatened to be made, a party to any Proceeding by reason of:

     (A) the fact that Indemnitee serves or served as (1) a Functionary of the Company or, at the request of the Company, (2) a Functionary of a Related Enterprise; or

     (B) the actual or alleged service or conduct of Indemnitee in Indemnitee’s capacity as that Functionary, including any act actually or allegedly done or not done by Indemnitee;

and

     (2) Indemnitee (A) engaged in the service or conduct at issue in that Proceeding in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the event that Proceeding was or is a criminal action or proceeding involving Indemnitee’s conduct, (B) had no reasonable cause to believe that that conduct was unlawful,

the Company will, or will cause another Company Entity to, indemnify Indemnitee against, and hold Indemnitee harmless from and in respect of:

     (1) in the case of each Claim in that Proceeding, other than a Company Claim, all liabilities and losses, including the amounts of all judgments, penalties and fines, including excise taxes, and amounts paid in settlement, Indemnitee has suffered or will suffer, and all Expenses Indemnitee reasonably has incurred or will incur, as a result of or in connection with that Claim; and

     (2) in the case of each Company Claim in that Proceeding, all Expenses Indemnitee reasonably has incurred or will incur as a result of or in connection with that Company Claim; provided, however, that the Company will not have any obligation under this clause (2) to, or to cause another Company Entity to, indemnify Indemnitee against, or hold Indemnitee harmless from or in respect of, any Company Claim as to which Indemnitee was or is adjudged to be liable to the Company or any Related Enterprise unless, and only to the extent that, the Court of Chancery or the court in which that Company Claim was or is brought determines on application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such of those Expenses as the Court of Chancery or that other court shall deem proper.

          (b) If and whenever Indemnitee was or is, or is threatened to be made, a party to any Proceeding of any type of which Section 2(a) refers and has been successful, on the merits or otherwise, in defense of that Proceeding, or in defense of any Claim therein, the Company will, or will cause another Company Entity to, indemnify Indemnitee against, and hold Indemnitee harmless from and in respect of, all Expenses Indemnitee reasonably has incurred in connection therewith. For purposes of this Section 2(b), the termination of any Claim in any Proceeding by dismissal, with or without prejudice, will be deemed a successful result as to that Claim.

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          (c) If and whenever Indemnitee was, or reasonably could have been expected to have been, or is, or reasonably could be expected to be, by reason of the knowledge of facts Indemnitee actually or allegedly has obtained in the course of his service as (1) a Functionary of the Company or, at the request of the Company, (2) a Functionary of a Related Enterprise, a witness in or a deponent in connection with any Proceeding to which Indemnitee was or is not a party, the Company will, or will cause another Company Entity to, indemnify Indemnitee against, and hold Indemnitee harmless from and in respect of, all Expenses Indemnitee reasonably has incurred or will incur in connection therewith.

          Section 3. Advancement of Expenses. (a) If and whenever Indemnitee is, or is threatened to be made, a party to any proceeding that may give rise to a right of Indemnitee to indemnification under Section 2(a), the Company will advance all Expenses reasonably incurred by or on behalf of Indemnitee in connection with that Proceeding within 10 days after the Company receives a statement or statements from Indemnitee requesting the advance or advances from time to time, whether prior to or after final disposition of that Proceeding. Each such statement must reasonably evidence the Expenses incurred by or on behalf of Indemnitee and include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under Section 2(a) against those Expenses. The Company will accept any such undertaking without reference to the financial ability of Indemnitee to make repayment. If the Company advances Expenses in connection with any Claim as to which Indemnitee has requested or may request indemnification under Section 2(a) and a determination is made under Section 5(c) that Indemnitee is not entitled to that indemnification, Indemnitee will not be required to reimburse the Company for those advances until the 180^th day following the date of that determination; provided, however, that if Indemnitee timely commences and thereafter prosecutes in good faith a judicial proceeding or arbitration under Section 7(a) or otherwise to obtain that indemnification, Indemnitee will not be required to reimburse the Company for those Expenses until a determination in that proceeding or arbitration that Indemnitee is not entitled to that indemnification has become final and nonappealable.

          (b) The Company may advance Expenses under Section 3(a) to Indemnitee or, at the Company’s option, directly to the Person to which those Expenses are owed, and Indemnitee hereby consents to any such direct payment, to Indemnitee’s legal counsel or any other Person.

          Section 4. Notification and Defense of Claims. (a) If Indemnitee receives notice, otherwise than from the Company, that Indemnitee is or will be made, or is threatened to be made, a party to any Proceeding in respect of which Indemnitee intends to seek indemnification hereunder, Indemnitee must promptly notify the Company in writing of the nature and, to Indemnitee’s knowledge, status of that Proceeding. If this Section 4(a) requires Indemnitee to give such a notice, but Indemnitee fails to do so, that failure will not relieve the Company from the obligations the Company may have to indemnify Indemnitee under this Agreement, unless the Company can establish that the failure has resulted in actual prejudice to the Company.

          (b) Except as this Section 4(b) otherwise provides below, in the case of any Proceeding in respect of which Indemnitee seeks indemnification hereunder:

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     (1) the Company and any Related Enterprise that also may be obligated to indemnify Indemnitee in respect of that Proceeding will be entitled to participate at its own expense in that Proceeding;

     (2) the Company or that Related Enterprise, or either of them, will be entitled to assume the defense of all Claims, other than (A) Company Claims, if any, and (B) other Claims, if any, as to which Indemnitee shall reasonably reach the conclusion clause (3) of the next sentence describes, in that Proceeding against Indemnitee by prompt written notice of that election to Indemnitee; and

     (3) if clause (2) above entitles the Company or that Related Enterprise to assume the defense of any of those Claims and it delivers to Indemnitee notice of that assumption under clause (2), the Company will not be liable to Indemnitee hereunder for any fees or expenses of legal counsel for Indemnitee which Indemnitee incurs after Indemnitee receives that notice.

Indemnitee will have the right to employee Indemnitee’s own legal counsel in that Proceeding, but, as clause (3) of the preceding sentence provides, will bear the fees and expenses of that counsel unless:

     (1) the Company has authorized Indemnitee in writing to retain that counsel;

     (2) the Company shall not within a reasonable period of time actually have employed counsel to assume the defense of those Claims; or

     (3) Indemnitee shall have (A) reasonably concluded that a conflict of interest may exist between Indemnitee and the Company as to the defense of one or more of those Claims and (B) communicated that conclusion to the Company in writing.

          (c) The Company will not be obligated hereunder to, or to cause another Company Entity to, indemnify Indemnitee against or hold Indemnitee harmless from and in respect of any amounts paid, or agreed to be paid, by Indemnitee in settlement of any Claim against Indemnitee which Indemnitee effects without the Company’s prior written consent. The Company will not settle any Claim against Indemnitee in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably delay or withhold consent to any such settlement the other party proposes to effect.

          Section 5. Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee must submit to the Company a written request therefor which specifies the Section or Sections under which Indemnitee is seeking indemnification and which includes, or is accompanied by, such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to that indemnification. Indemnitee may request indemnification hereunder at any time and from time to time as Indemnitee deems appropriate in Indemnitee’s sole discretion. In the case of any request for indemnification under Section 2(a) as to any Claim which is pending or threatened at the time Indemnitee delivers that request to the Company and would not be resolved with finality, whether by judgment, order, settlement or

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otherwise, on payment of the indemnification requested, the Company may defer the determination under Section 5(c) of Indemnitee’s entitlement to that indemnification to a date that is no later than 45 days after the effective date of that final resolution if the Board concludes in good faith that an earlier determination would be materially prejudicial to the Company or a Related Enterprise.

          (b) On written request by Indemnitee under section 5(a) for indemnification under Section 2(a), the determination of Indemnitee’s entitlement to that indemnification will be made:

     (1) if Indemnitee will be a director or officer of the Company at the time that determination is made, under Section 5(c) in each case; or

     (2) if Indemnitee will not be a director or officer of the Company at the time that determination is made, under Section 5(c) in any case, if so requested in writing by Indemnitee or so directed by the Board, or, in the absence of that request and direction, as the Board shall duly authorize or direct.

          (c) Each determination of Indemnitee’s entitlement to indemnification under Section 2(a) to which this Section 5(c) applies will be made as follows:

     (1) by a majority vote of the Disinterested Directors, even though less than a quorum; or

     (2) by a committee of Disinterested Directors a majority vote of the Disinterested Directors may designate, even though less than a quorum; or

     (3) if (A) there are no Disinterested Directors or (B) a majority vote of the Disinterested Directors so directs, by an Independent Counsel in a written opinion to the Board, a copy of which the Company will deliver to Indemnitee;

provided, however, that if Indemnitee has so requested in Indemnitee’s request for indemnification, an Independent Counsel will make that determination in a written opinion to the Board, a copy of which the Company will deliver to Indemnitee.

          (d) If it is determined that Indemnitee is entitled to indemnification under Section 2(a), the Company will, or will cause another Company Entity to, subject to the provisions of Section 5(f):

     (1) within 10 days after that determination pay to Indemnitee all amounts (A) theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination and (B) requested from the Company in writing by Indemnitee; and

     (2) thereafter on written request by Indemnitee, pay to Indemnitee within 10 days after that request such additional amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination.

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Indemnitee will cooperate with the person, persons or entity making the determination under Section 5(c) with respect to Indemnitee’s entitlement to indemnification under Section 2(a), including providing to such person, persons or entity, on reasonable advance request, any documentation or information that is:

(1)	not privileged or otherwise protected from disclosure;
(2)	reasonably available to Indemnitee; and
(3)	reasonably necessary to that determination.

          (e) If an independent Counsel is to make a determination under Section 5(c) of entitlement to indemnification under Section 2(a), it will be selected as this Section 5(e) provides. If a Change of Control has not occurred within the period of two years prior to the date of Indemnitee’s written request for that indemnification, the Board will select the Independent Counsel. If a Change of Control has occurred within that period, Indemnitee will select the Independent Counsel, unless Indemnitee requests that the Board make the selection, in which event the Board will do so.

          The party entitled initially to select the Independent Counsel must give written notice to the other party which names the person or firm it has selected, whereupon the other party may, within 10 days after its receipt of that notice, deliver to the selecting party a written objection to the selection; provided, however, that any such objection may be asserted only on the ground that the person or firm selected is not an “Independent Counsel” as Section 14 defines that term, and the objection must set forth with particularity the factual basis for that assertion. Absent a proper and timely objection, the person or firm so selected will act as Independent Counsel under Section 5(c). If any such written objection is so made and substantiated, the person or firm so selected may not serve as Independent Counsel unless and until the objection is withdrawn or a court of competent jurisdiction has determined that the objection is without merit.

          If the person or firm that will act as Independent Counsel has not been determined within 30 days after Indemnitee’s submission of the related request for indemnification, either the Company or Indemnitee may petition the Court of Chancery for resolution of any objection that has been made by the Company or Indemnitee to the other’s selection of Independent Counsel or for the appointment as Independent Counsel of a person or firm selected by the Court of Chancery or by such other person or firm as the Court of Chancery designates, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel under Section 5(c).

          The Company will pay any and all reasonable fees and expenses the Independent Counsel incurs in connection with acting under Section 5(c), and the Company will pay all reasonable fees and expenses incident to the procedures this Section 5(e) sets forth, regardless of the manner in which the Independent Counsel is selected or appointed.

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          If Indemnitee becomes entitled to, and does, initiate any judicial proceeding or arbitration under Section 7, the Company will terminate its engagement of the person or firm acting as Independent Counsel, whereupon that person or firm will be, subject to the applicable standards of professional conduct then prevailing, relieved of any further responsibility in the capacity of Independent Counsel.

          (f) The amount of any indemnification against Expenses to which Indemnitee becomes entitled under any provision hereof, including Section 2(a), will be determined subject to the provisions of this Section 5(f). Indemnitee will have the burden of showing that Indemnitee actually has incurred the Expenses for which Indemnitee requests indemnification. If the Company or a Company Entity has made any advance in respect of any Expense without objecting in writing to Indemnitee at the time of the advance to the reasonableness thereof, the incurrence of that Expense by Indemnitee will be deemed for all purposes hereof to have been reasonable. In the case of any Expense as to which such an objection has been made, or any Expense for which no advance has been made, the incurrence of that Expense will be presumed to have been reasonable, and the Company will have the burden of proof to overcome that presumption.

          Section 6. Presumptions and Effect of Certain Proceedings. (a) In making a determination under Section 5(c) with respect to entitlement to indemnification under Section 2(a), the person, persons or entity making that determination must presume that Indemnitee is entitled to that indemnification if Indemnitee has submitted a request for indemnification in accordance with Section 5(a), and the Company will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

          (b) The termination of any Proceeding or of any Claim therein, by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, will not, except as this Agreement otherwise expressly provides, of itself adversely affect the right of Indemnitee to indemnification hereunder or, in the case of any determination under Section 5(c) of Indemnitee’s entitlement to indemnification under Section 2(a), create a presumption that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnities’ conduct was unlawful.

          (c) Any service of Indemnitee as a Functionary of the Company or any Related Enterprise which imposes duties on, or involves services by, Indemnitee with respect to any Related Enterprise that is an employee benefit or welfare plan or related trust, if any, or that plan’s participants or that trust’s beneficiaries, will be deemed for all purposes hereof as service at the request of the Company. Any action Indemnitee takes or omits to take in connection with any such plan or trust will, if taken or omitted in good faith by Indemnitee and in a manner Indemnitee reasonably believed to be in the interest of the participants in or beneficiaries of that plan or trust, be deemed to have been taken or omitted in a manner “not opposed to the best interests of the Company” for all purposes hereof.

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          (d) For purposes of any determination hereunder as to whether Indemnitee has performed services or engaged in conduct on behalf of any Enterprise in good faith, Indemnitee will be deemed to have acted in good faith if Indemnitee acted in reliance on the records of the Enterprise or on information, opinions, reports or statements, including financial statements and other financial information, concerning the Enterprise or any other Person which were prepared or supplied to Indemnitee by:

     (1) one or more of the officers or employees of the Enterprise;

     (2) appraisers, engineers, investment bankers, legal counsel or other Persons as to matters Indemnitee reasonably believed were within the professional or expert competence of those Persons; and

     (3) any committee of the board of directors or equivalent managing body of the Enterprise of which Indemnitee is or was, at the relevant time, not a member;

provided, however, that if Indemnitee has actual knowledge as to any matter that makes any such reliance unwarranted as to that matter, this Section 6(d) will not entitle Indemnitee to any presumption that Indemnitee acted in good faith respecting that matter.

          (e) For purposes of any determination hereunder as to whether Indemnitee is entitled to indemnification under Section 2(a), neither the knowledge nor the conduct of any Functionary of the Company or any Related Enterprise, other than Indemnitee, shall be imputed to Indemnitee.

          (f) Indemnitee will be deemed a party to a Proceeding for all purposes hereof if Indemnitee is named as a defendant or respondent in a complaint or petition for relief in that Proceeding, regardless of whether Indemnitee ever is served with process or makes an appearance in that Proceeding.

          (g) If Indemnitee serves or served as a Functionary of a Related Enterprise, that service will be deemed to be “at the request of the Company” for all purposes hereof notwithstanding that the request is not evidenced by a writing or shown to have been made orally. In the event the Company were to extend the rights of indemnification and advancement of Expenses hereunder to Indemnitee’s serving at the request of the Company as a Functionary of any Enterprise other than the Company or a Related Enterprise, Indemnitee must show that the request was made by the Board or at its authorization.

          Section 7. Remedies of Indemnitee in Certain Cases. (a) If indemnitee makes a written request in compliance with Section 5(a) for indemnification under Section 2(a) and either:

     (1) no determination as to the entitlement of Indemnitee to that indemnification is made before the last to occur of (A) the close of business on the date, if any, the Company has specified under Section 5(a) as the outside date for that determination or (B) the elapse of the 45-day period beginning the day after the date the Company receives that request; or

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     (2) a determination is made under Section 5(c) that Indemnitee is not entitled to that indemnification in whole or in any part in respect of any Claim to which that request related,

Indemnitee will be entitled to an adjudication from the Court of Chancery of Indemnitee’s entitlement to that indemnification. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the case of any determination under Section 5(c) that is adverse to Indemnitee, Indemnitee must commence any such judicial proceeding or arbitration with 180 days following the date on which Indemnitee first has the right to commence that proceeding under this Section 7(a) or Indemnitee will be bound by that determination for all purposes of this Agreement.

          (b) If a determination has been made under Section 5 that Indemnitee is not entitled to indemnification hereunder, any judicial proceeding or arbitration commenced under this Section 7 will be conducted in all respects as a de novo trial or arbitration on the merits, and Indemnitee will not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced under this Section 7, the Company will have the burden of proving that Indemnitee is not entitled to indemnification hereunder, and the Company may not, for any purposes, refer to or introduce into evidence any determination under Section 5(c) which is adverse to Indemnitee.

          (c) If a determination has been made under Section 5 that Indemnitee is entitled to indemnification hereunder, the Company will be bound by that determination in any judicial proceeding or arbitration Indemnitee thereafter commences under this Section 7 or otherwise, absent:

     (1) a misstatement by Indemnitee of a material fact, or an omission by Indemnitee of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification; or

     (2) a prohibition of that indemnification under applicable law.

          (d) If Indemnitee, under this Section 7 or otherwise, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee will be entitled to recover from the Company, and will be indemnified by the Company against, any and all expenses, of the types the definition of Expenses in Section 14 describes, reasonably incurred by or on behalf of Indemnitee in that judicial adjudication or arbitration, but only if Indemnitee prevails therein. If it is determined in that judicial adjudication or arbitration that Indemnitee is entitled to receive part of, but not all, the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with that Judicial adjudication or arbitration will be appropriately prorated between those in respect of which this Agreement entitles Indemnitee to indemnification and those Indemnitee must bear.

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          (e) In any judicial proceeding or arbitration under this Section 7, the Company:

     (1) will not, and will not permit any other Person acting on its behalf to, assert that the procedures or presumptions this Agreement establishes are not valid, binding and enforceable; and

     (2) will stipulate that it is bound by all the provisions hereof.

          Section 8. Non-exclusivity; Survival of Rights; Insurance; Subrogation. (a) The rights of indemnification and advancement of Expenses and the remedies this Agreement provides are not and will not be deemed exclusive of any other rights or remedies to which Indemnitee may at any time be entitled under applicable law, the Company’s Charter Documents, any agreement, a vote of stockholders or Disinterested Directors, or otherwise, but each such right or remedy hereunder will be cumulative with all such other rights and remedies. No amendment, alteration or termination of this Agreement or any provision hereof will limit or restrict any right of Indemnitee hereunder in respect of any action Indemnitee has taken or omitted in Indemnitee’s capacity as a Functionary of the Company or any Related Enterprise prior to that amendment, alteration or termination. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification by agreement than would be afforded currently under this Agreement, it is the intent and agreement of the parties hereto that Indemnitee will enjoy by this Agreement the greater benefits that change affords.

          (b) If the Company maintains an insurance policy or policies providing liability insurance for Functionaries of the Company or of any Related Enterprise who serve or served in the same capacities as Indemnitee, Indemnitee will be covered by the policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Functionary under the policy or policies. If the Company receives written notice from any source of a pending Proceeding to which Indemnitee is a party and in respect of which Indemnitee might be entitled to indemnification under Section 2(a) and the Company then maintains any such policy of which Indemnitee is a beneficiary, the Company will:

     (1) promptly give notice of that Proceeding to the relevant insurers in accordance with the applicable policy procedures; and

     (2) thereafter take all action necessary to cause those insurers to pay, on behalf of Indemnitee, all amounts payable in accordance with the applicable policy terms as a result of that Proceeding;

provided, however that the Company need not comply with the provisions of this sentence if its failure to do so would not actually be prejudicial to Indemnitee in any material respect.

          (c) The Company will not be liable under this Agreement to make or cause to be made any payment of amounts otherwise indemnifiable hereunder, or to make or cause to be made any advance this Agreement otherwise requires it to make or cause to be made, if and to the extent that Indemnitee has otherwise actually received or had applied for Indemnitee’s benefit that payment or advance or obtained the entire benefit therefrom under any insurance policy, any other contract or agreement or otherwise.

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          (d) If the Company makes or causes to be made any payment hereunder, it will be subrogated to the extent of that payment to all the rights of recovery of Indemnitee, who will execute all papers required and take all action necessary to secure those rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce those rights.

          (e) The Company’s obligation to make or cause to be made any payment or advance hereunder to or for the account of Indemnitee with respect to Indemnitee’s service at the request of the Company as a Functionary of any Related Enterprise will be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from that Related Enterprise.

          Section 9. Duration of Agreement; Binding Effect. This Agreement will continue until and terminate on the later of:

     (1) 10 years after the date that Indemnitee has ceased to serve as a Functionary of the Company and each Related Enterprise that Indemnitee served at the request of the Company; or

     (2) one year after the final, nonappealable termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement or Expenses hereunder and of any proceeding commenced by Indemnitee under Section 7 or otherwise.

This Agreement will be binding on the Company and its successors and assigns and will inure to the benefit of Indemnitee and his spouse, if Indemnitee resides in Texas or another community property state, heirs, executors and administrators.

          Section 10. Severability. If any provision or provisions hereof is or are invalid, illegal or unenforceable for any reason whatsoever:

     (1) the validity, legality and enforceability of the remaining provisions hereof, including each portion of any Section containing any such invalid, illegal or unenforceable provision which is not itself invalid, illegal or unenforceable, will not in any way be affected or impaired thereby;

     (2) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and

     (3) to the fullest extent possible, the provisions hereof, including each portion of any Section containing any such invalid, illegal or unenforceable provision which is not itself invalid, illegal or unenforceable, will be construed so as to give effect to the intent manifested thereby.

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          Section 11. Exceptions to Right of Indemnification or Advancement of Expenses. No provision in this Agreement will obligate the Company to pay or cause to be paid any indemnity to or for the account of Indemnitee, or to advance Expenses under Section 3, in connection with or as a result of:

     (1) any Claim made against Indemnitee for an accounting of profits, under Section 16(b) of the Exchange Act or similar provision of state statutory or common law, from the purchase and sale, or sale and purchase, by Indemnitee of securities of the Company or any Related Enterprise; or

     (2) except for any Claim initiated by Indemnitee, whether as a cause of action or as a defense to a cause of action under Section 7 or otherwise, to enforce or establish, by declaratory judgment or otherwise, Indemnitee’s rights or remedies hereunder, any Claim initiated by Indemnitee without the prior authorization of the Board against the Company or any Related Enterprise or any of their respective present or former Functionaries.

          Section 12. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed to be an original but all of which together will constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

          Section 13. Headings. The headings of the Sections hereof are inserted for convenience only and do not and will not be deemed to constitute part of this Agreement or to affect the construction thereof.

          Section 14. Definitions and Definitional Provisions. (a) For purposes of this Agreement:

     “Acquiring Person” means any Person who or which, together with all its Affiliates and Associates, is or are the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, but does not include any Exempt Person provided, however, that a Person will not be or become an Acquiring Person if that Person, together with its Affiliates and Associates, becomes the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding solely as a result of a reduction in the number of shares of Common Stock outstanding which results from the Company’s direct or indirect repurchase of Common Stock, unless and until such time as that Person or any Affiliate or Associate of that Person purchases or otherwise becomes the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or any other Person or Persons who is or collectively are the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock becomes an Affiliate or Associate of that Person, unless, in either such case, that Person, together with all its Affiliates and Associates, is not then the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding.

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     “Affiliate” has the meaning Exchange Act Rule 12b-2 specifies.

     “Associate” means, with reference to any Person:

     (1) any corporation, firm, partnership, limited liability company, association, unincorporated organization or other entity, other than the Company or a Related Enterprise, of which that Person is an officer or general partner, or officer or general partner of a general partner, or is, directly or indirectly, the Beneficial Owner of 10% or more of any class of its equity securities or interests;

     (2) any trust or other estate in which that Person has a substantial beneficial interest or for or of which that Person serves as trustee or in a similar fiduciary capacity; and

     (3) any relative or spouse of that Person, or any relative of that spouse, who has the same home as that Person.

     A specified Person is deemed the “Beneficial Owner” of, and is deemed to “beneficially own,” any securities:

     (1) of which that Person or any of that Person’s Affiliates or Associates, directly or indirectly, is the “beneficial owner,” as determined under Exchange Act rule 13d-3, or otherwise has the right to vote or dispose of, including under any agreement, arrangement or understanding, whether or not in writing; provided, however, that a Person will not be deemed the “Beneficial Owner” of, or to “beneficially own,” any security under this subparagraph (1) as a result of an agreement, arrangement or understanding to vote that security if that agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given in response to a public, that is, not including a solicitation exempted by Exchange Act Rule 14a-2(b)(2), proxy or consent solicitation made under, and in accordance with, the applicable provisions of the Exchange Act; and (B) is not then reportable by that Person on Exchange Act Schedule 13D or any comparable or successor report;

     (2) which that Person or any of that Person’s Affiliates or Associates, directly or indirectly, has the right or obligation to acquire, whether that right or obligation is exercisable or effective immediately or only after the passage of time or the occurrence of an event, under any agreement, arrangement or understanding, whether or not in writing, or on the exercise of conversion rights, exchange rights, other rights, warrants or options, or otherwise; provided, however, that a Person will not be deemed the “Beneficial Owner” of, or to “beneficially own,” securities tendered in response to a tender or exchange offer made by that Person or any of that Person’s Affiliates or Associates until those tendered securities are accepted for purchase or exchange; or

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     (3) which are beneficially owned, directly or indirectly, by (A) any other Person, or any Affiliate or Associate thereof, with which the specified Person or any of the specified Person’s Affiliates or Associates has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting, except by a revocable proxy or consent as described in the proviso to subparagraph (1) of this definition, or disposing of any voting securities of the Company or (B) any group, as Exchange Act Rule 13d-5(b) uses that term, of which that specified Person is a member;

provided, however, that nothing in this definition will cause a Person engaged in business as an underwriter of securities to be the “Beneficial Owner” of, or to “beneficially own,” any securities that Person acquires through its participation in good faith in a firm commitment underwriting, including securities acquired in stabilizing transactions to facilitate a public offering in accordance with Exchange Act Regulation M or to cover overallotments created in connection with a public offering, until the expiration of 40 days after the date of that acquisition. For purposes of this definition, “voting” a security includes voting, granting a proxy, acting by consent, making a request or demand relating to corporate action, including calling a stockholder meeting, or otherwise giving an authorization, within the meaning of Section 14(a) of the Exchange Act, in respect of that security.

     “Board” has the meaning the Preliminary Statement specifies.

     “Change of Control” means the occurrence of any of the following events that occurs after the date of this Agreement:

     (1) any Person becomes an Acquiring Person;

     (2) at any time the then Continuing Directors cease to constitute a majority of the members of the Board; or

     (3) a merger of the Company with or into, or a sale by the Company of its properties and assets substantially as an entirety to, another Person occurs and, immediately after that occurrence, any Person, other than an Exempt Person, together with all Affiliates and Associates of that Person, other than Exempt Persons, will be the Beneficial Owner of 15% or more of the total voting power of the then outstanding Voting Shares of the Person surviving that transaction, in the case of a merger or consolidation, or the Person acquiring those properties and assets substantially as an entirety unless that Person, together with all its Affiliates and Associates, other than Exempt Persons, was the Beneficial Owner of 15% or more of the shares of Common Stock outstanding prior to that transaction.

     “Charter Documents” means, with respect to any corporation or other entity at any time, in each case as amended, modified and supplemented at that time:

     (1) the articles or certificate of formation, incorporation or organization, or the equivalent organizational documents, of that entity;

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     (2) the bylaws or limited liability company agreement or regulations, or the equivalent governing documents, of that entity; and

     (3) each document setting forth the designation, amount and relative rights, limitations and preferences of any class or series of that entity’s capital stock or other equity interests.

     “Claim” means any claim for damages or a declaratory, equitable or other substantive remedy, or any other issue or matter, in any Proceeding.

     “Common Stock” means:

     (1) the common stock, par value $0.25 per share, of the Company; and

     (2) any other class of capital stock of the Company which is (A) except for different voting rights or par value, identical to the common stock clause (1) of this definition describes and (B) convertible into that common stock on a share for share basis on the occurrence of a Change of Control.

     “Company Entity” means any Related Enterprise, other than an employee benefit or welfare plan or its related trust, if any.

     “Company Claim” means any Claim brought by or in the right of the Company or a Related Enterprise against Indemnitee.

     “Continuing Director” means at any time any individual who then:

     (1) is a member of the Board on the date hereof or whose nomination for his first election, or that first election, to the Board following that date was recommended or approved by a majority of the then Continuing Directors, acting separately or as a part of any action taken by the Board or any committee thereof; and

     (2) is not an Acquiring Person, an Affiliate or Associate of an Acquiring Person or a nominee or representative of an Acquiring Person or of any such Affiliate or Associate.

     “Court of Chancery” means the Court of Chancery of the State of Delaware.

     “DGCL” means the General Corporation Law of the State of Delaware, as amended.

     “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding, or any Claim therein, in respect of which indemnification is sought by Indemnitee hereunder.

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     “Enterprise” means any business trust, corporation, joint venture, limited liability company, partnership or other entity or enterprise, including any operational division of any entity, or any employee benefit or welfare plan or related trust.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Exempt Person” means:

     (1) (A) the Company, any subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company and (B) any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or any subsidiary of the Company; and

     (2) Indemnitee, any Affiliate or Associate of Indemnitee or any group, as Exchange Act Rule 13d-5(b) uses that term, of which Indemnitee or any Affiliate or Associate of Indemnitee is a member.

     “Expenses” include all attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Should any payments by the Company under this Agreement be determined to be subject to any federal, state or local income or excise tax, “Expenses” also will include such amounts as are necessary to place Indemnitee in the same after-tax position, after giving effect to all applicable taxes, Indemnitee would have been in had no such tax been determined to apply to those payments.

     “Functionary” of any Enterprise means any director, officer, manager, administrator, employee, agent, representative or other functionary of that Enterprise, including, in the case of any employee benefit or welfare plan, any member of any committee administering that plan or any individual to whom the duties of that committee are delegated.

     “Independent Counsel” means a law firm, or a member of a law firm, that or who is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent:

     (1) the Company or any of its Affiliates or Indemnitee in any matter material to any such party; or

     (2) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

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Notwithstanding the foregoing, the term “Independent Counsel” does not include at any time any Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or a Related Enterprise or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

     “Person” means any natural person, sole proprietorship, corporation, partnership, limited liability company, business trust, unincorporated organization or association, mutual company, joint stock company, joint venture or any other entity of any kind having a separate legal status or any estate, trust, union or employee organization or governmental authority.

     “Proceeding” includes:

     (1) any threatened, pending or completed action, suit, arbitration, alternate dispute resolution procedure, investigation, inquiry or other threatened, actual or completed proceeding, whether of a civil, criminal, administrative, investigative or private nature and irrespective of the initiator thereof; and

     (2) any appeal in any such proceeding.

     “Related Enterprise” means at any time any Enterprise:

     (1) 50% or more of the outstanding capital stock or other ownership interests of which, or the assets of which, the Company owns or controls, or previously owned or controlled, directly or indirectly, at that time;

     (2) 50% or more of the outstanding voting power of the outstanding capital stock or other ownership interests of which the Company owns or controls, or previously owned or controlled, directly or indirectly, at that time;

     (3) that is, or previously was, an Affiliate of the Company which the Company controls, or previously controlled, by ownership, contract or otherwise and whether alone or together with another Person, directly or indirectly, at that time; or

     (4) if that Enterprise is an employee benefit or welfare plan or related trust, whose participants or beneficiaries are present or former employees of the Company or any other Related Enterprise.

     “Voting Shares” means:

     (1) in the case of any corporation, stock of that corporation of the class or classes having general voting power under ordinary circumstances to elect a majority of that corporation’s board of directors; and

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     (2) in the case of any other entity, equity interests of the class or classes having general voting power under ordinary circumstances equivalent to the Voting Shares of a corporation.

          (b) This Agreement uses the words “herein,” “hereof” and “hereunder” and words of similar import to refer to this Agreement as a whole and not to any provision of this Agreement, and the words “Section” and “Preliminary Statement” refer to Sections of and the Preliminary Statement in this Agreement, unless it otherwise specifies.

          (c) Whenever the context so requires, the singular number includes the plural and vice versa, and a reference to one gender includes the other gender and the neuter.

          (d) The word “including,” and, with correlative meaning, the word “include,” means including, without limiting the generality of any description preceding that word, and the words “shall” and “will” are used interchangeably and have the same meaning.

          (e) The language this Agreement uses will be deemed to be the language the parties hereto have chosen to express their mutual intent, and no rule of strict construction will be applied against either party hereto.

          Section 15. Modification and Waiver. No supplement to or modification or amendment of this Agreement will be binding unless executed in writing by both parties hereto. No waiver of any provision hereof will be deemed or will constitute a waiver of any other provision hereof, whether or not similar, nor will any such waiver constitute a continuing waiver.

          Section 16. Reliance. The Company confirms and agrees with Indemnitee that it has entered into this Agreement and assumed the obligations this Agreement imposes on it in order to induce Indemnitee to serve, or continue to serve, as a Functionary of the Company or a Related Enterprise. The Company acknowledges that Indemnitee is relying on this Agreement in so serving.

          Section 17. Notices. All notices, requests, demands and other communications hereunder must be in writing or by electronic transmission and will be deemed delivered and received:

     (1) if personally delivered or if delivered by telex, telegram, facsimile, electronic transmission or courier service, when actually received by the party to whom the notice or communication is sent; or

     (2) if delivered by mail, whether actually received or not, at the close of business on the third business day in the city in which the Company’s principal executive office is located next following the day when placed in the U.S. mail, postage prepaid, certified or registered, addressed to the appropriate party at the address of that party set forth below, or at such other address as that party may designate by notice in writing or by electronic transmission to the other party in accordance herewith:

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     (3) If to Indemnitee, to:

     ____________________________

     ____________________________

     ____________________________

with a copy, which will not constitute notice for purposes of this Agreement, to such legal counsel, if any, as Indemnitee may designate in writing or by electronic transmission; and

     (4) If to the Company, to:

Oceaneering International, Inc.
11911 FM 529
Houston, Texas 77041
Attention: Corporate Secretary
Fax No.: (713) 329-4654

          Section 18. Contribution. If it is established, under Section 5(c) or otherwise, that Indemnitee has the right to be indemnified under Section 2(a) in respect of any claim, but that right is unenforceable by reason of any applicable law or public policy, then, to the fullest extent applicable law permits, the Company, in lieu of indemnifying or causing the indemnification of Indemnitee under Section 2(a), will, or will cause a Company Entity to, contribute to the amount Indemnitee has incurred, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement or for Expenses reasonably incurred, in connection with that Claim, in such proportion as is deemed fair and reasonable in light of all the circumstances of that Claim in order to reflect:

     (1) the relative benefits Indemnitee and the Company have received as a result of the event(s) or transaction(s) giving rise to that Proceeding; or

     (2) the relative fault of Indemnitee and of the Company and its other Functionaries in connection with those event(s) or transaction(s).

          Section 19. Governing Law; Submission to Jurisdiction. This Agreement and the legal relations among the parties will be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration Indemnitee commences under Section 7 or as Section 2(a) expressly contemplates otherwise, the Company and Indemnitee hereby irrevocably and unconditionally:

     (1) agree that any action or proceeding arising out of or in connection with this Agreement will be brought only in the Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country;

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     (2) consent to submit to the exclusive jurisdiction of the Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement;

     (3) waive any objection to the laying of venue of any such action or proceeding in the Court of Chancery; and

     (4) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Court of Chancery has been brought in an improper or otherwise inconvenient forum.

          Section 20. Entire Agreement. Except as Section 8(a) otherwise provides, this Agreement constitutes the entire agreement and understanding between the Company and Indemnitee, and supersedes all prior oral, written or implied agreements and understandings of the Company and Indemnitee with respect to the subject matter hereof.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.

OCEANEERING INTERNATIONAL, INC.
By:
	M. Kevin McEvoy
	President and Chief Executive Officer
INDEMNITEE:

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EX-10.5

Exhibit 10.5

May 6, 2011

__________

__________

Oceaneering International, Inc.
11911 FM 529
Houston, Texas 77041

Re: Change of Control Agreement

Dear __________:

Oceaneering International, Inc. (the “Company”) considers the establishment and maintenance of a sound and vital management to be essential for the protection and enhancement of the best interests of the Company and its shareholders. The Company recognizes that, as is the case with many publicly held corporations, the possibility of a “Change of Control” (as defined herein) may arise and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to assure the Company of the continuation of your service and to reinforce and encourage the attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising from the possibility of a Change of Control of the Company. In particular the Board believes it important, should the Company or its shareholders receive a proposal for or notice of transfer of control of the Company, or consider one itself, that you be able to assess and advise the Company whether such transfer would be or is in the best interests of the Company and its shareholders, and to take such other action regarding such transfer as the Board might determine to be appropriate without being influenced by the uncertainties of your own situation.

In order to induce you to remain in the employ of the Company, this letter agreement (this “Agreement”), prepared pursuant to authority granted by the Board, sets forth the compensation and severance benefits which the Company agrees will be provided to you should your employment with the Company be terminated in connection with a Change of Control under the circumstances described below, as well as certain other benefits which will be made available to you.

Reference is made to Annex I hereto for definitions of certain terms used in this Agreement, and such definitions are incorporated herein by such reference with the same effect as if set forth herein. Certain capitalized terms used in this Agreement in connection with the description of various Plans are defined in the respective Plans, but if any conflicts with a definition herein contained, this Agreement shall prevail.

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1. Termination of Employment in Connection with a Change of Control.

(a) During the Effective Period, if there is a termination of your employment with the Company either by the Company without Cause or by you for Good Reason either (x) prior to the Effective Date, unless it is reasonably demonstrated by the Company that such termination of your employment (a) was not at the request of a third party who has taken steps reasonably calculated to effect the Change of Control and (b) otherwise did not arise in connection with or anticipation of the Change of Control or (y) on or after the Effective Date, and if such Effective Period commences during the life of this Agreement, you shall be entitled to the following benefits:

(i)

all benefits conferred upon you by the Severance Package, and

(ii)

in addition, all benefits payable under the provisions either of the Plans and Other Plans in which you are a participant immediately prior to the Effective Date, or of those plans in existence at the time of your Termination Date or pursuant to any other agreement between you and the Company, whichever are more favorable to you, in accordance with the terms and conditions of such Plans or Other Plans, such benefits to be paid under such Plans or Other Plans and not under this Agreement to the extent they are more favorable to you.

(b) You shall also be entitled to any such benefits if your termination results from your death or Disability if your death or Disability occurs:

(i)	during the Effective Period but after the Effective Date, and
(ii)	with respect to the benefits conferred by the Severance Package only, after either it has been decided that you will be terminated without Cause during the Effective Period, or you have given notice of termination for Good Reason during the Effective Period;

(c) You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by you as the result of employment by another Person after any Termination Date.

2.	Procedures for Termination of Employment.
	If your employment be terminated or intended to be terminated:

(a) For Cause, the Company shall transmit to you written notice setting forth the Cause for which you are proposed to be dismissed in sufficient detail to permit a reasonable assessment of the bona fides thereof, and setting a meeting of the Board not less than 30 days following the date of such notice at which the Board shall consider your termination and at which you and your counsel shall have the opportunity to be heard, following which the Board shall either by resolution

2

withdraw the notice, or if it so finds in its good faith opinion, issue its report within 10 days thereafter that Cause exists and specifying the particulars of its findings, in which latter event a “final notice” shall occur. After receipt of a “final notice” of intended termination for Cause, you may contest such “final notice” in any court described in Section 4(b)(i) and all provisions of this Agreement, shall be continued until a Termination Date is determined pursuant to such contest. Within 10 days following the commencement of any such contest, the Company must escrow all amounts which would have been due pursuant to Section 1(a) if the “final notice” were not valid, at a bank of your choice. Should the result of the contest from which no further appeal is possible be that the:

(i)	“final notice” is valid, then the Termination Date shall be the date no further appeal is possible;
(ii)	“final notice” is not valid, then the Termination Date shall be the date no further appeal is possible.

(b) For Good Reason, you shall transmit to the Company written notice setting forth the Good Reason for which you are proposed to terminate your employment in sufficient detail to permit a reasonable assessment of the bona fides thereof. The Board shall issue a resolution to you not more than 10 days following the date of such notice as to either:

(i)

Their Acceptance — In the event the Board accepts your notice of Good Reason, then the Termination Date is established and you are entitled to receive the amounts pursuant to Section 1(a); or

(ii)

Their Rejection — In the event the Board rejects your notice of Good Reason, then (A) the Company must escrow within 10 days following the rejection the amounts which would have been due pursuant to Section 1(a) if your termination for Good Reason had been accepted, at a bank of your choice, (B) you must proceed to dispute resolution pursuant to Section 4, and (C) all provisions of this Agreement shall be continued until a termination is determined pursuant to such dispute resolution from which no further appeal is possible. The Termination Date shall be the date on which no further appeal is possible.

3. Excise Tax.

Notwithstanding anything in this Agreement to the contrary, if any amounts due to you under this Agreement and any other plan or program of the Company constitute a “parachute payment” as such term is defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and the amount of the parachute payment, reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code, is less than the amount you would receive if you were paid three times your “base amount,” as defined in Section 280G(b)(3) of the Code, less $1.00, reduced by all

3

federal, state and local taxes applicable thereto, then the aggregate of the amounts constituting the parachute payment shall be reduced to an amount that will equal three times your base amount less $1.00. This reduction in parachute payments will be taken only from (a) first, the cash payable under subsection (a) of the definition of Severance Package hereunder and (b) if further reduction is necessary, from performance awards (in chronological order beginning with the oldest) but only to the extent the value of such award for parachute payment purposes is equal to the economic value of such award. All determinations required to be made under this Section 3 shall be made by the independent public accounting firm selected by the Company, subject to your consent which will not be unreasonably withheld, conditioned or delayed, and the fees and expenses of the accounting firm will be paid by the Company. The accounting firm shall provide detailed supporting calculations both to the Company and you. Absent manifest error, any determination by the accounting firm shall be binding upon the Company and you.

4. Dispute Resolution.

(a)	This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of Texas without regard to choice of law principles.
(b)	It is irrevocably agreed that if any dispute arises with respect to any action, suit or other legal proceeding pertaining to this Agreement or to the interpretation of or enforcement of any of your rights under this Agreement:

(i)	the Company and you agree that exclusive jurisdiction for any such suit, action or legal proceeding shall be in the state district courts of Texas sitting in Harris County, Texas;
(ii)	the Company and you are each at the time present in Texas for the purpose of conferring personal jurisdiction;
(iii)	the Company and you each consent to the jurisdiction of each such court in any such suit, action or legal proceeding and will comply with all requirements necessary to give such court jurisdiction;
(iv)	the Company and you each waive any objection it may have to the laying of venue of any such suit, action or legal proceeding in any of such court;
(v)	the Company and you each waive any objection or right to removal that may otherwise arise in any such suit, action or legal proceeding;
(vi)	any such suit, action or legal proceeding may be brought in such court, and any objection that the Company or you may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court is waived;

4

(vii)	service of process in any such suit, action or legal proceeding may be effected by mailing a copy thereof by registered or certified mail, return receipt requested (or any substantially similar form of mail), postage prepaid, to such party provided in Section 7 hereof; and
(viii)	prior to any trial on the merits, the Company and you will submit to court supervised, non-binding mediation.

(c) Notwithstanding any contrary provision of Texas law, the Company shall have the burden of proof with respect to any of the following:

(i)	that Cause existed at the time any notice was given to you under Section 2;
(ii)	that Good Reason did not exist at the time notice was given to the Company under Section 2;
(iii)	that the Company is not in default in performance of its obligations under this Agreement;
(iv)	that the termination of your employment was not at the request of a third party who has taken steps reasonably calculated to effect the Change of Control and otherwise did not arise in connection with or anticipation of the Change of Control; and
(v)	that a Change of Control has not occurred.

5. Successors; Binding Agreement.

(a)

In the event any Successor does not assume this Agreement by operation of law, the Company will seek to have any Successor, by agreement in form and substance reasonably satisfactory to you, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it. If there has been a Change of Control prior to, or a Change of Control will result from, any such succession, then failure of the Company to obtain at your request such agreement prior to or upon the effectiveness of any such succession (unless assumption occurs as a matter of law) shall constitute Good Reason for termination by you of your employment and, upon delivery of a notice of termination by you to the Company, you shall be entitled to the benefits provided for herein.

(b)

This Agreement shall inure to the benefit of and be enforceable by your personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

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6. Fees and Expenses.

The Company shall reimburse you for all legal and other costs (including but not limited to, administrative, accounting, tax, human resource and expert witness fees and expenses) incurred by you as a result of your seeking to obtain, assert or enforce any right or benefit conferred upon you by this Agreement.

You shall submit all invoices for such costs to the Company no later than 30 days prior to the end of the taxable year following the taxable year in which they were incurred. The Company shall reimburse you for such costs within 14 days of receipt of such invoices.

7. Notices.

Any and all notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been given when delivered in person to the persons specified below or deposited in the United States mail, certified or registered mail, postage prepaid and addressed as follows:

If to the Company:	Oceaneering International, Inc.
	11911 FM 529
	Houston, Texas 77041
	Attention: Chief Executive Officer
If to you:	________________
	________________
	________________

Either party may change, by the giving of notice in accordance with this Section 7, the address to which notices are thereafter to be sent.

8. Indemnity.

You will receive, to the fullest extent possible and to such greater extent as applicable law hereafter may permit, indemnity from the Company on terms at least as favorable as that provided under (i) any Indemnity Agreement of the Company to which you are a party or an intended beneficiary, or (ii) the Company’s Bylaws as in effect on the Effective Date or, if earlier, your Termination Date.

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9. Validity.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

10. Survival.

All obligations undertaken and benefits conferred pursuant to this Agreement, shall survive any termination of your employment and continue until performed in full.

11. Miscellaneous.

(a)

No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by you and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

(b)

Failure to pay within 10 days of a payment due date or notice thereon (whether payment is disputed or not) will result in a default under this Agreement. Past due amounts will accrue interest and compound at the lesser of 2% per month or the highest interest rate allowed by applicable law.

12. Duplicate Originals.

This Agreement has been executed in duplicate originals, with one to be held by each of the parties hereto.

13. Section 409A.

(a) Notwithstanding anything in this Agreement to the contrary, if any provision of this Agreement would result in the imposition of an additional tax under Section 409A of the Code, that provision of this Agreement will be reformed to avoid imposition of the applicable tax and no action taken to comply with Section 409A of the Code shall be deemed to adversely affect your rights to the benefits provided by this Agreement. This Agreement is intended to comply with Section 409A of the Code, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner that is compliant with the application of Section 409A of the Code. The Agreement shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under this Agreement if such action would result in the failure of any amount that is subject to Section 409A of the Code to comply with the applicable requirements of

7

Section 409A of the Code. You shall have no right to specify the calendar year during which any payment hereunder shall be made.

(b)	Notwithstanding any provision in this Agreement to the contrary, this Agreement shall not be amended or terminated in such manner that would cause this Agreement or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such amendment or termination that may reasonably be expected to result in such non-compliance shall be of no force or effect.
(c)	If you are a “Specified Employee” (as defined under Section 409A of the Code) as of the date of your “Separation from Service” (as defined under Section 409A of the Code) as determined by the Company, the payment of any amount under this Agreement on account of your Separation from Service that is deferred compensation subject to the provisions of Section 409A of the Code and not otherwise excluded from Section 409A of the Code, shall not be paid until the earlier of your death or the later of the first business day that is six months after the date after your Separation from Service or the date the payment is otherwise payable under this Agreement (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, without interest, and any remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
(d)	All reimbursements or provision of in-kind benefits pursuant to this Agreement shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed or in-kind benefits provided under this Agreement during one taxable year may not affect the amounts reimbursed or provided in any other taxable year, the reimbursement of an eligible expense shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of an in-kind benefit is not subject to liquidation or exchange for another benefit. Notwithstanding any provision to the contrary in this Agreement, you agree that you shall submit reimbursable expenses to the Company no later than 30 days prior to the end of the taxable year following the taxable year in which they were incurred.

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(e) An entitlement to a series of payments under this Agreement will be treated as an entitlement to a series of separate payments.

If this letter correctly sets forth our understanding with respect to the subject matter hereof, please sign and return one copy of this letter to the Company.

Sincerely, OCEANEERING INTERNATIONAL, INC.
BY
	M. Kevin McEvoy
	President and Chief Executive Officer

Agreed to as of the ____
day of ________ 2011:

________________________

9

ANNEX I
TO CHANGE OF CONTROL AGREEMENT DATED MAY 6, 2011
BETWEEN
OCEANEERING INTERNATIONAL, INC.
AND

Definition of Certain Terms

“AGREEMENT” means this Change of Control Agreement between you and the Company dated as of May 6, 2011.

“BASE SALARY” means your annual salary as determined by the Company.

“BOARD” means the Board of Directors of the Company.

“BYLAWS” means the bylaws of the Company, except as otherwise specified, as in effect at the day hereof and as the same shall be amended or otherwise modified to, but not on or after, any Change of Control.

“CAUSE” means your conviction by a court of competent jurisdiction, from which conviction no further appeal can be taken, of a felony-grade crime involving moral turpitude related to your employment with the Company.

“CHANGE OF CONTROL” means the earliest date at which:

(i)	any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), 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
(ii)	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
(iii)	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 stockholders of the Company; or

I-1

(iv)	the consummation of (a) a tender offer or (b) 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
(v)	all or substantially all of the assets of the Company are sold or transferred to a Person as to which: (a) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets; and (b) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

Anything else in this definition to the contrary notwithstanding, no Change of Control shall be deemed to have occurred by virtue of any transaction which results in you, or a group of Persons which includes you, 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.

“COMPANY” means Oceaneering International, Inc., a Delaware corporation.

“DISABILITY” means your continuing full-time absence from your duties with the Company for 90 days or longer as a result of physical or mental incapacity, which absence is anticipated to extend for 90 additional days or longer. Your need for absence and its anticipated duration shall be determined solely by a medical physician of your choice to be approved by the Company, which approval shall not be unreasonably withheld.

“EFFECTIVE DATE” means the earliest date upon which (i) any of the events set forth under the definition of Change of Control shall have occurred, (ii) the receipt by the Company of a Schedule 13D stating the intention of any Person to take actions which, if accomplished, would constitute a Change of Control, (iii) the public announcement by any Person of its intention to take any such action, in each case without regard for any contingency or condition which has not been satisfied on such date, (iv) the agreement by the Company to enter into a transaction which, if consummated, would result in a Change of Control, or (v) consideration by the Board of a transaction which, if consummated, would result in a Change of Control.

If, however, an Effective Date occurs but the proposed transaction to which it relates ceases to be actively considered or it is not consummated within 12 months of such Effective Date, the Effective Period will be deemed not to have commenced for purposes of this Agreement. If an Effective Date occurs with respect to a proposed transaction which ceases to be actively considered but for which active consideration is revived, the Effective Date with respect to the Change of Control that ultimately occurs shall be that date when consideration was revived and carried through to consummation.

“EFFECTIVE PERIOD” means the period beginning on the Effective Period Commencement Date and ending on the Effective Period Conclusion Date.

“EFFECTIVE PERIOD COMMENCEMENT DATE” means the date falling one year prior to the Effective Date.

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“EFFECTIVE PERIOD CONCLUSION DATE” means the date falling two years after the occurrence of a merger or consolidation set forth under clause (iii) of the definition of Change of Control, but in no event later than three years after the first event that constituted a Change of Control.

“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“FISCAL YEAR BONUS PLAN” means for each year, the Company’s fiscal year bonus plan, or any other plan adopted by the Board which provides for the payment of additional compensation or equity consideration on an annual basis to senior executive officers contingent upon the Company’s performance, including stock performance and results of operations for that specific year, in either case as such plan shall be amended or modified prior to, but not on or after, any Termination Date.

“GOOD REASON” means any of the following:

(i)	except as a result of your death or due to Disability, a change in your status, title(s) or position(s) with the Company, including as an officer of the Company, which, in your reasonable judgment, does not represent a promotion, with commensurate adjustment of compensation, from your status, title(s) and position(s) immediately prior to the Effective Date; or the withdrawal from you of any duties or responsibilities which in your reasonable opinion are consistent with such status, title(s) or position(s); or any removal of you from or any failure to reappoint or reelect you to such position(s); or
(ii)	a reduction by the Company in your annual Base Salary, SERP (or equivalent), annual bonus opportunity or aggregate long-term incentive compensation in effect immediately prior to the Effective Date and as may subsequently be increased thereafter; or
(iii)	the failure by the Company to continue in effect any Plan in which you were participating immediately prior to the Effective Date other than as a result of the normal expiration or amendment of any such Plan in accordance with its terms, or the taking of any action, or the failure to act, by the Company which would adversely affect your continued participation in any such Plan on at least as favorable a basis to you as is the case immediately prior to the Effective Date or which would materially reduce your benefits under any of such Plans or deprive you of any material benefit enjoyed by you immediately prior to the Effective Date, except as proposed by you to the Company; or
(iv)	the relocation of the principal place of your employment to a location 25 miles further from your principal residence without your express written consent; or

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(v)	the failure by the Company upon a Change of Control to obtain the assumption of this Agreement by any Successor (other than by operation of law); or
(vi)	any refusal by the Company to continue to allow you to attend to matters or engage in activities not directly related to the business of the Company which you attended to or were engaged in immediately prior to a Change of Control which do not otherwise violate your obligations hereunder; or
(vii)	any default by the Company in the performance of its obligations under this Agreement, whether before or after a Change of Control.

“INDEMNITY AGREEMENT” means that certain agreement between you and the Company dated as of ___________, 20___, and any successor thereto.

“LONG-TERM INCENTIVE BONUS PLAN” means the Company’s long-term incentive plans (including agreements issued thereunder, e.g., Restricted Stock Agreements and Stock Option Agreements) or any other plan or agreement approved by the Board, other than the Fiscal Year Bonus Plan, which provides for the payment of additional compensation or equity consideration to senior executive officers contingent on the Company’s performance, including stock performance and results of operations for a specific time period, and in either case, as such plan may be amended or modified prior to, but not on or after, any Termination Date.

“MARKET VALUE” when used with respect to a Share, means (i) if Shares are listed or quoted on a national securities exchange, the closing price per Share reported or quoted on the consolidated transaction reporting system for the principal national securities exchange on which Shares are listed or quoted on that date, or, if there shall have been no such sale so reported or quoted on that date, on the last preceding date on which such a sale was so reported or quoted, (ii) if Shares are not so listed or quoted, the closing price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the Nasdaq Stock Market, Inc., or, if not reported by the Nasdaq Stock Market, Inc., by the National Quotation Bureau Incorporated, or (iii) if Shares are not publicly traded, the most recent value determined by an independent appraiser appointed by the Company for such purpose.

“OTHER PLANS” means any thrift; bonus or incentive; stock option or stock accumulation; pension; medical, disability, accident or life insurance plan, program or policy of the Company which is intended to benefit employees of the Company that are similarly situated to you (other than the Plans or as otherwise provided to you in this Agreement).

“PERSON” means any individual, corporation, partnership, group, association or other “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company or any Plans sponsored by the Company.

“PLANS” means the Fiscal Year Bonus Plan, the Long-Term Incentive Bonus Plan and the SERP.

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“RESTRICTED STOCK AGREEMENTS” means any grant by the Company to you of Shares which are, at the relevant time, subject to possible forfeiture.

“SERP” means the Company’s Supplemental Executive Retirement Plan, as the same shall be amended or modified to, but not on or after, any Effective Date.

“SEVERANCE PACKAGE” means your right to receive, and the Company’s obligation to pay and/or perform on, the following:

(a) On or within five days following an applicable Termination Date, the Company shall pay to you a lump sum, cash amount equal to the sum of:

(i)

two times the highest annual rate of your Base Salary in effect during the then current year or any of the three years preceding the Termination Date; and

(ii)

two times the target award you would have been eligible to receive under the then current Fiscal Year Bonus Plan in respect of the then current year, regardless of any limitations otherwise applicable to the then current fiscal year (i.e., the failure to have completed any vesting period or the current measurement period, or the failure to achieve any performance goal applicable to all or any portion of the measurement period);

(b) All the outstanding contingent compensation issued or awarded to you under the Plans shall become vested, exercisable, distributable and unrestricted (any contrary provision in the Plans or Other Plans notwithstanding). You shall have the right immediately to:

(i)	for one year thereafter (or if earlier, until the expiration of the option term), exercise all or any portion of all your options covered by any Plan or Other Plans and to have the underlying Shares issued to you;
(ii)	for one year thereafter, in lieu of such exercise as provided in Subsection (b)(i) above, as elected by you, to receive a cash amount within five days following an applicable Termination Date equal to the spread between the exercise price and the higher Market Value of the shares, multiplied by the number of shares of outstanding stock options;
(iii)	performance units, restricted stock units, and any shares of restricted stock issued under the Plans and Other Plans, shall be vested with all conditions to have been deemed to have been satisfied at the maximum level (provided that such awards had not theretofore been forfeited);
(iv)	obtain the full benefit of any other contingent compensation rights to which you may be entitled under the Plans or Other Plans, in each case as though all applicable performance targets had been met or achieved at maximum levels for all performance periods (including those extending beyond the Effective Date) and any Plan contingencies had been satisfied

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in full at the date of the Change of Control and the maximum possible benefits thereunder had been earned at the date of the Change of Control; and

(c) The Company shall maintain in full force and effect for your continued benefit for a two-year period after the Termination Date all Other Plans in which you were entitled to participate immediately prior to the Termination Date (at no greater cost or expense to you than was the case immediately prior to the Change of Control), including without limitation, plans providing medical, dental, life and disability insurance coverage, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is not possible, the Company shall arrange to provide you, at the Company’s cost and expense, with benefits substantially similar to those which you are entitled to receive under such plans and programs. This Agreement’s provision of continued participation in the Company’s medical and dental plans is intended to satisfy the Company’s obligation to provide such continuation coverage as required by Section 4980B of the Code.

Anything else in this Agreement to the contrary notwithstanding, if:

(i)	your employment is terminated in connection with a merger, consolidation or a tender offer or an exchange offer;
(ii)	you are entitled to the benefits provided for under Section 1 hereof; and
(iii)	your Termination Date precedes or occurs on the date of the closing thereof, then unless otherwise agreed to by both parties in writing, all amounts to which you are or shall become entitled to under this Agreement, which are calculable as of the closing date, shall be accelerated to, and become immediately due and payable contemporaneously with such closing.

“SHARES” means shares of Common Stock, $.25 par value, of the Company at the date of this Agreement, as the same may be subsequently amended, modified or changed.

“STOCK OPTION AGREEMENTS” means any agreements providing for the grant by the Company to you of options to purchase Shares.

“SUCCESSOR” shall mean any Person that succeeds to, or has the ability to control, the Company’s business as a whole, directly by merger, consolidation, spin-off or similar transaction, or indirectly by purchase of the Company’s Voting Securities or acquisition of all or substantially all of the assets of the Company.

“TERMINATION DATE” means the date, which is the final date of your service pursuant to Section 2 of this Agreement.

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“VOTING SECURITIES” means, with respect to any corporation or 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.

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EX-99.1

Exhibit 99.1

M. Kevin McEvoy Appointed President and CEO
Elected a Class II Director of the Board of Directors

Marvin J. Migura Appointed Executive Vice President

May 9, 2011 — Houston, Texas — Oceaneering International, Inc. (NYSE:OII) announced that its Board of Directors, on May 6, 2011, appointed M. Kevin McEvoy, 60, as President and Chief Executive Officer. Mr. McEvoy was also elected as a Class II Director of the Board of Directors, with a term that is scheduled to expire at Oceaneering’s 2012 annual meeting of shareholders.

Mr. McEvoy has been with Oceaneering for 32 years, serving since late February 2010 as Executive Vice President and Chief Operating Officer. He started his offshore career as an officer in the U.S. Navy working in the areas of diving, salvage, and submarine rescue. During his tenure at Oceaneering, he has held a variety of progressively more responsible domestic and international positions in marketing, administration, and operations.

The Board of Directors also appointed Marvin J. Migura, 60, Oceaneering’s Senior Vice President and Chief Financial Officer since 1995, to the position of Executive Vice President and Chief Financial Officer. In this capacity, Mr. Migura will have the additional responsibilities of Human Resources and providing direction to enhance operations support to our growing worldwide business.

Oceaneering is a global oilfield provider of engineered services and products, primarily to the offshore oil and gas industry, with a focus on deepwater applications. Through the use of its applied technology expertise, Oceaneering also serves the defense and aerospace industries.

For further information, please contact Jack Jurkoshek, Director Investor Relations, Oceaneering International, Inc., 11911 FM 529, Houston, Texas 77041; Telephone 713-329-4670; Fax 713-329-4653; E-Mail investorrelations@oceaneering.com.

EX-99.2

Exhibit 99.2

Oceaneering Announces Two-for-One Stock Split
Initiates Regular Quarterly Common Stock Dividend of $0.15 per Share

May 9, 2011 — Houston, Texas — Oceaneering International, Inc. (NYSE:OII) announced that its Board of Directors has declared a two-for-one common stock split and the initiation of a regular quarterly dividend.

The two-for-one common stock split is to be accomplished by means of a stock dividend, payable on June 10, 2011 to shareholders of record as of the close of business on May 19, 2011. Based on the current number of shares outstanding, the stock split will increase Oceaneering’s total shares outstanding from approximately 54 million to 108 million. Oceaneering expects that its common stock will begin trading on a split-adjusted basis on June 13, 2011.

Oceaneering’s Board also initiated a regular quarterly dividend of $0.15 per common share on the split-adjusted shares, with the first such dividend payable on June 29, 2011 to shareholders of record at the close of business on June 17, 2011.

M. Kevin McEvoy, President and Chief Executive Officer, stated, “Our Board’s decision to initiate a regular quarterly dividend underscores our confidence in Oceaneering’s financial strength and future business prospects. While our main objective continues to be growing Oceaneering’s asset base and earnings capability, we are pleased to begin a new initiative to return a portion of our earnings to our shareholders. We believe our regular quarterly dividend will not compromise our ability to pursue organic growth and acquisition opportunities.”

Taking into account the stock split, Oceaneering’s EPS guidance range for the second quarter of 2011 is now $0.45 to $0.50, and for the year 2011 is now $1.83 to $1.95. The historical impact since 2006 on Oceaneering’s reported EPS is detailed in the attached table.

Anticipated questions and answers regarding this stock split are available at the Investor Relations page of Oceaneering’s website http://www.oceaneering.com/investor-relations/.

Statements in this press release that express a belief, expectation, or intention, as well as those that are not historical fact, are forward looking. The forward-looking statements in this press release concern Oceaneering’s: anticipated date that additional shares of common stock will be distributed; anticipated date its common stock will begin trading on a split-adjusted basis; initial quarterly dividend record and payment dates; characterization of its quarterly dividend as “regular”; confidence in its financial strength and future business prospects; belief that the regular quarterly dividend will not compromise its ability to pursue organic growth and acquisition opportunities; and 2011 second quarter and annual EPS guidance ranges. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on current information and expectations of

Oceaneering that involve a number of risks, uncertainties, and assumptions. Among the factors that could cause the actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties related to: industry conditions; prices of crude oil and natural gas; Oceaneering’s ability to obtain and the timing of new projects; and changes in competitive factors. Should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking statements prove incorrect, actual outcomes could vary materially from those indicated. These and other risks are more fully described in Oceaneering’s latest annual report on Form 10-K and its other periodic filings with the Securities and Exchange Commission.

Oceaneering is a global oilfield provider of engineered services and products primarily to the offshore oil and gas industry, with a focus on deepwater applications. Through the use of its applied technology expertise, Oceaneering also serves the defense and aerospace industries.

For further information, please contact Jack Jurkoshek, Director Investor Relations, Oceaneering International, Inc., 11911 FM 529, Houston, Texas 77041; Telephone 713-329-4670; Fax 713-329-4653; www.oceaneering.com; E-Mail investorrelations@oceaneering.com.

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
HISTORICAL EARNINGS PER SHARE

	Previously Reported		Diluted Earnings Per Share
	Diluted Earnings Per Share		Adjusted for Stock Split
2006	$	2.26	$	1.13
2007	$	3.22	$	1.61
2008	$	3.56	$	1.78
2009	$	3.40	$	1.70
2010	$	3.65	$	1.82
Q1	$	0.71	$	0.35
Q2	$	0.98	$	0.49
Q3	$	1.09	$	0.54
Q4	$	0.88	$	0.44
2011
Q1	$	0.77	$	0.39

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