8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 2, 2006

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))

Item 1.01 Entry into a Material Definitive Agreement.

     On February 2, 2006, the Compensation Committee of the Board of Directors of Oceaneering International, Inc. (the “Compensation Committee”) granted awards of restricted stock units and performance units under the Company’s 2005 Incentive Plan (the “Incentive Plan”) to each of Oceaneering’s executive officers. The following table sets forth the number of restricted stock units and performance units awarded to Oceaneering’s chief executive officer and each other named executive officer listed in the “Summary Compensation Table” in Oceaneering’s proxy statement for its 2005 annual meeting of stockholders:

Name and Position	Number of Performance Units(1)		Number of Restricted Stock Units(2)
John R. Huff Chairman of the Board and Chief Executive Officer		14,000		14,000
T. Jay Collins President and Chief Operating Officer		14,000		14,000
M. Kevin McEvoy Senior Vice President		6,000		6,000
Marvin J. Migura Senior Vice President and Chief Financial Officer		5,300		5,300
George R. Haubenreich, Jr. Senior Vice President, General Counsel and Secretary		5,300		5,300

(1)

The performance units are scheduled to vest in full on the third anniversary of the award date, subject to (a) earlier vesting on an employee’s attainment of retirement age or the termination or constructive termination of an employee’s employment in connection with a change of control or due to death or disability and (b) such other terms as are set forth in the award agreement. The number of performance units shown represent units with an initial notional value of $100 and are not equivalent to shares of Oceaneering common stock. The Compensation Committee has approved specific financial goals and performance measures based on cumulative cash flow from operations and a comparison of return on invested capital and cost of capital for the three-year period January 1, 2006 through December 31, 2008 to be used as the basis for the final value of the performance units under the Incentive Plan. The final value of each performance unit may range from $0 to $125. Upon settlement, the value of the performance units will be payable in cash.

(2)

Restricted stock units are scheduled to vest in full on the third anniversary of the award date, subject to (a) earlier vesting on an employee’s attainment of retirement age or the termination or constructive termination of an employee’s employment in connection with a change of control or due to death or disability and (b) such other terms as are set forth in the award agreement. Each restricted stock unit represents the equivalent of one share of Oceaneering common stock. Settlement of the restricted stock units will be made in shares of the Company’s common stock.

     In addition, the Board of Directors of Oceaneering (the “Board”) approved the grant of 4,000 shares of restricted stock to each of the Company’s four non-employee directors. The

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restricted stock awards are scheduled to vest in full on the first anniversary of the award date, subject to (a) earlier vesting on a change of control or the termination of the director’s service due to death and (b) such other terms as are set forth in the award agreement.

     The Compensation Committee approved the grant of an aggregate of 99,325 restricted stock units and 83,000 performance units, and the Board approved the grant of an aggregate of 16,000 shares of restricted stock, including the awards referenced in the table and the discussion above. Those awards were made to a total of 205 Incentive Plan participants.

     In addition, the Compensation Committee approved: (1) the form of 2006 Employee Restricted Stock Unit Agreement that will govern the terms and conditions of restricted stock unit awards made to the Company’s executive officers and other employees; and (2) the form of 2006 Performance Unit Agreement that will govern the terms and conditions of performance unit awards made to the Company’s executive officers and other employees. The Board approved the form of 2006 Non-Employee Director Restricted Stock Agreement that will govern the terms and conditions of restricted stock awards made to non-employee directors.

     In light of the new accounting principles established by the Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment, which Oceaneering adopted effective as of January 1, 2006, the Compensation Committee has expressed its intention to refrain from using stock options as a component of employee compensation for Oceaneering’s executive officers and other employees for the foreseeable future, and the Board has expressed its intention to refrain from using stock options as a component of non-employee director compensation for the foreseeable future.

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

Item 9.01 Financial Statements and Exhibits

(c	)	Exhibits
10.1		Form of 2006 Employee Restricted Stock Unit Agreement
10.2		Form of 2006 Performance Unit Agreement
10.3		2006 Performance Award: Goals and Measures, relating to the form of 2006 Performance Unit Agreement
10.4		Form of 2006 Non-Employee Director Restricted Stock Agreement

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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 hereunto duly authorized.

	OCEANEERING INTERNATIONAL, INC.
	By:	/s/ George R. Haubenreich, Jr.
		George R. Haubenreich, Jr.
Date: February 3, 2006		Senior Vice President, General Counsel and     Secretary

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EXHIBIT INDEX

No.	Description
10.1	Form of 2006 Employee Restricted Stock Unit Agreement
10.2	Form of 2006 Performance Unit Agreement
10.3	2006 Performance Award: Goals and Measures, relating to the form of 2006 Performance Unit Agreement
10.4	Form of 2006 Non-Employee Director Restricted Stock Agreement

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EX-10.1

EXHIBIT 10.1

2006 EMPLOYEE RESTRICTED STOCK UNIT AGREEMENT

          This 2006 Employee 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 2005 Incentive plan of oceaneering international, inc. (the “Plan”), awarded to the Participant effective February 2, 2006 (the “Award Date”), such number of Restricted Stock Units subject to adjustment as provided in Section 15 of the Plan, and further subject to the following terms and conditions:

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

     2. Vesting.

     (a) All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is in Employment 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 Employment 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 Employment on the applicable December 15th:

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

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

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

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

provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of:

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

     (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) 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 is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or

     (iii) the Participant’s termination of Employment 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 Securities Exchange Act of 1934, as amended, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding Voting Securities, other than through the purchase of Voting Securities directly from the Company through a private placement; or

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

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

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     (D) a tender offer or exchange offer is made and consummated 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, 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.

     (ii) “Disability” means physical or mental impairment:

     (A) which causes a Participant to be unable to perform the normal duties for an Employer as determined by the Committee in its sole discretion; and

     (B) which is expected either to result in death or to last for a continuous period of at least 12 months. The Committee may require that the Participant be examined by a physician or physicians selected by the Committee.

     (iii) “Employment” means employment with the Company or any of its Subsidiaries.

     (iv) “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 Securities Exchange Act of 1934, as amended, and the related rules and regulations promulgated thereunder.

     (v) “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 Employment,

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

     (vi) “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 Employment 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. Dividend Equivalent Payments. The Company will pay dividend equivalents for each outstanding Restricted Stock Unit in cash as soon as administratively practicable after dividends, if any, are paid on the Company’s outstanding shares of Common Stock. Such payments shall be made no later than March 15th following the year in which the dividends are paid.

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

     7. Settlement and Delivery of Shares.

     (a) Third Anniversary; Termination After Disability or Death; Actual or Constructive Termination by Company After Change of Control. 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 Employment 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. 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 employment through the third anniversary of the Award Date shall be made as soon as administratively practicable after the Restricted Stock Units would have

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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. 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.

          Notwithstanding the foregoing, in the event that the address of the Company’s principal executive offices is changed prior to the date of any exercise 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 a Participant who is 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

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

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

     12. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Participant may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted in Section 9 of this Agreement.

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

     14. Code Section 409A Compliance. If any provision of this Agreement would result in the imposition of an excise tax under Section 409A of the Code and related regulations and Treasury pronouncements (“Section 409A”), that provision will be reformed to avoid imposition of the excise tax and no action taken to comply with Section 409A shall be deemed to impair a benefit under this Agreement.

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

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

	OCEANEERING INTERNATIONAL, INC.
Award Date: February 2, 2006	By:
	Name:
	Title:

          The Participant hereby accepts the foregoing 2006 Employee 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 2006 Employee
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 2006 Employee 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

2006 PERFORMANCE UNIT AGREEMENT

          This 2006 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 (“2006 Performance Award”) of ______ units (“Performance Units”), each representing an initial notional value of $100.00, under the 2005 Incentive plan of oceaneering international, inc. (the “Plan”), awarded to the Participant effective February 2, 2006 (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 2006 Performance Award hereby granted shall become vested in full on the third anniversary of the Award Date, provided the Participant is in Employment on such anniversary date.

     (b) Performance Units subject to this 2006 Performance Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment 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 Employment 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 2006 Performance Award shall be thereupon vested and an additional one-third of the 2006 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 2006 Performance Award shall thereupon be vested and an additional one-third of the 2006 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 2006 Performance Award shall thereupon be vested.

     (c) All Performance Units subject to this 2006 Performance Award shall vest, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that

the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of:

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

     (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) 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 is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or

     (iii) the Participant’s termination of Employment 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 Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding Voting Securities, other than through the purchase of Voting Securities directly from the Company through a private placement; or

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

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

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     (D) a tender offer or exchange offer is made and consummated 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, 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.

     (ii) “Disability” means physical or mental impairment:

     (A) which causes a Participant to be unable to perform the normal duties for an Employer as determined by the Committee in its sole discretion; and

     (B) which is expected either to result in death or to last for a continuous period of at least 12 months. The Committee may require that the Participant be examined by a physician or physicians selected by the Committee.

     (iii) “Employment” means employment with the Company or any of its Subsidiaries.

     (iv) “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 Securities Exchange Act of 1934, as amended, and the related rules and regulations promulgated thereunder.

     (v) “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 Employment,

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

     (vi) “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 2006 Performance Award. If the Participant’s Employment 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 2006-2008 Performance Period, determine the final value of each Performance Unit granted hereunder in accordance with the 2006 Performance Award: Goals and Measures (a copy of which has been furnished to the Participant). Such final value may range from $0 to $125.

     5. Settlement and Payment. Settlement of all 2006 Performance Awards will be made by payment in cash.

     (a) Third Anniversary, Attainment of Retirement Age, Termination After Disability or Death. Payment of vested 2006 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 2006-2008 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.

     (b) Change of Control. Payment of vested 2006 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 2006-2008 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 Employment after a Change of Control, (ii) upon actual termination as contemplated by Subparagraph 2(c)(i) or constructive termination upon the occurrence of any of the events described in Subparagraph 2(c)(ii) of this Agreement, or (iii) upon termination as described in Subparagraph 2(c)(iii) after a Change of Control, shall be made as soon as administratively practicable after termination occurs. 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 Employment prior to a Change of Control, or (ii) upon termination as described in Subparagraph 2(c)(iii) 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 date occurring prior to the close of the 2006-2008 Performance Period.

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     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 exercise of this 2006 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 2006 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 2006 Performance Award may be made by the Participant other than by a domestic relations order. This 2006 Performance Award is payable during his lifetime only to the Participant, or in the case of a Participant who is mentally incapacitated, this 2006 Performance Award shall be payable to his guardian or legal representative.

          The Participant may designate a beneficiary or beneficiaries (the “Beneficiary”) to whom the 2006 Performance Award under this Agreement, if any, will pass upon the Participant’s death and may change such designation from time to time by filing with the Company a written designation of Beneficiary on the form attached hereto as Exhibit A, or such other form as may be prescribed by the Committee; provided that no such designation shall be effective unless so filed prior to the death of the Participant and no such designation shall be effective as of a date prior to receipt by the Company. The Participant may change his Beneficiary without the consent of any prior Beneficiary by filing a new designation with the Company. The last such designation that the Company receives in accordance with the foregoing provisions will be controlling. Following the Participant’s death, the 2006 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 2006 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 federal, state and local income and employment tax withholding requirements (the “Required Withholding”). The Company may withhold an

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appropriate amount of cash necessary to satisfy the Participant’s Required Withholding, and deliver the remaining amount of cash to the Participant, unless the Participant has made arrangements with the consent of the Company for the Participant to deliver to the Company cash, check, other available funds or shares of previously owned Common Stock for the full amount of the Required Withholding by 5:00 p.m. Central Standard Time on the date an amount is included in the income of the Participant. The amount of the Required Withholding and the number of shares to satisfy the Participant’s Required Withholding shall be based on the Fair Market Value of the shares on the date prior to the applicable date of income inclusion.

     9. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Participant may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted in Section 7 of this Agreement.

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

     11. Qualified Performance Awards. The Performance Units and the related 2006 Performance Award granted hereunder are intended to qualify as qualified performance-based compensation under Section 162(m) of the Code. The Committee shall take such action as necessary to so qualify such 2006 Performance Award under the provisions of Section 162(m) and the related regulations and Treasury pronouncements. No action taken to comply with Section 162(m) shall be deemed to impair a benefit under this Agreement.

     12. Code Section 409A Compliance. If any provision of this Agreement would result in the imposition of an excise tax under Section 409A of the Code and related regulations and Treasury pronouncements (“Section 409A”), that provision will be reformed to avoid imposition of the excise tax and no action taken to comply with Section 409A shall be deemed to impair a benefit under this Agreement.

     13. Participant Limit. The 2006 Performance Award made hereunder shall not be in an amount greater than $5,000,000 for any Participant.

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

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

OCEANEERING INTERNATIONAL, INC.

By:

Name:

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Award Date: February 2, 2006 Title:

     The Participant hereby accepts the foregoing 2006 Performance 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 2006 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 2006 Performance Award which may become payable under the Plan and all other rights accorded the Participant under the Participant’s 2006 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

2006 PERFORMANCE AWARD: GOALS AND MEASURES

ARTICLE 1

ESTABLISHMENT AND PURPOSE

     1.1 Establishment of the 2006-2008 Performance Goals. Oceaneering International, Inc. (the “Company”), has previously established the 2005 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, 2006 through December 31, 2008 (the “2006-2008 Performance Period”). This 2006-2008 Performance Period is subject to all the provisions of the Plan.

     1.2 Establishment of 2006-2008 Performance Goal Targets. The 2006-2008 Performance Goal targets are as follows:

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

     1.3 Purpose. The establishment of Performance Goals for the 2006-2008 Performance Period is to provide Participants with a long-term incentive opportunity in respect of the 2006-2008 Performance Period. Performance Awards granted in February, 2006 (the “2006 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 2006-2008 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 2006-2008 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

¹ In accordance with Instruction 2 to Item 402(k) of Regulation S-K, Oceaneering is not disclosing these and the other amounts or items left blank herein, as they reflect confidential commercial or business information.

calendar years within the 2006-2008 Performance Period) by (ii) Average Invested Capital.

     (d) “Average Total Debt” means (i) the sum of the Total Debt as of the end of the prior year and the Total Debt as of the end of the current year (ii) divided by two. For example, the Average Total Debt for calendar year 2006 will be the Total Debt as of December 31, 2005, plus the Total Debt as of December 31, 2006, 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 2006-2008 Performance Period by (ii) the sum of Average Total Debt and Average Shareholders’ Equity for each of the three calendar years within the 2006-2008 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 ___%, which is the sum of the 4.37% yield on the 10-year Treasury Notes as of December 31, 2005, as published by the U.S. Federal Reserve, plus an equity return premium of ___%.

     (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 2006-2008 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.

2

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

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

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

     (q) “ROIC/Kc” means a percentage derived by dividing (i) Average Return on Invested Capital for the 2006-2008 Performance Period by (ii) Average Cost of Capital for the 2006-2008 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 $___.

ARTICLE 3

AWARD DETERMINATION

     3.1 Award Opportunities. The Committee has determined the Participants for the 2006-2008 Performance Period and each Participant’s 2006 Performance Award; such Participants and their individual Performance Awards are reflected in the Committee records. A Participant’s 2006 Performance Award is keyed to the Company’s performance with respect to the 2006-2008 Performance Goals, and may result in a payment to the Participant having a value from zero percent to one hundred twenty-five percent of the initial notional value of the 2006 Performance Award.

     3.2 Performance Award Determination. As soon as is practicable after the close of the 2006-2008 Performance Period, the Committee shall calculate the value of 2006 Performance Awards for each Participant as follows:

     (a) Determine ROIC/Kc for the 2006-2008 Performance Period.

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     (b) Determine the Cumulative Three Year Cash Flow for the 2006-2008 Performance Period.

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

Threshold Level:	___%
Target Level:	___%
Maximum Level:	___%

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

Threshold Level:	$___
Target Level:	$___
Maximum Level:	$___

     (e) If the Company does not reach the Threshold level on both the ROIC/Kc and the Cumulative Three Year Cash Flow Performance Goal, no amounts will be paid with respect to the 2006 Performance Awards. If the Company reaches the Threshold level on at least one Performance Goal, an amount will be payable with respect to the 2006 Performance Awards.

     (f) The 2006 Performance Award for any Participant shall not be in an amount greater than $5,000,000.

     (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	Maximum	$	________	$	________	$	________	$	________
Three	Target	$	________	$	________	$	________	$	________
Year	Threshold	$	________	$	________	$	________	$	________
Cash Flow	Below Threshold	$	________	$	________	$	________	$	________
		Below		Threshold		Target		Maximum
		Threshold

ROIC/Kc

4

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

ARTICLE 4

PAYMENT OF 2006 PERFORMANCE AWARDS

     4.1 Determination of Amount. 2006 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 2006-2008 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 2006 Performance Awards based on attainment of either Performance Goal at a level greater than Target.

     4.2 Vesting. The 2006 Performance Awards will vest as set forth in the Participant’s Performance Unit Agreement.

     4.3 Form of Payment. Each 2006 Performance Award will be paid in cash.

     4.4 Time of Payment. 2006 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

2006 NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK AGREEMENT

          This 2006 Non-Employee Director Restricted Stock Agreement (this “Agreement”) is between Oceaneering international, inc. (the “Company”) and ______(the “Participant”), a non-employee Director, regarding an award (“Award”) of ______shares of Common Stock (as defined in the 2005 Incentive plan of oceaneering international, inc. (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock”) awarded to the Participant effective February 2, 2006 (the “Award Date”), such number of shares subject to adjustment as provided in Section 15 of the Plan, and further subject to the following terms and conditions:

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

     2. Vesting and Lapse of Restrictions.

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

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

     (i) the Participant’s death; or

     (ii) a Change of Control.

     (c) For purposes of this Agreement:

     (i) “Change of Control” means:

     (A) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding Voting Securities, other than through the purchase of Voting Securities directly from the Company through a private placement; or

     (B) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a Director subsequent to the

date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the Directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

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

     (D) a tender offer or exchange offer is made and consummated 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, 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.

     (ii) “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 Securities Exchange Act of 1934, as amended, and the related rules and regulations promulgated thereunder.

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

     3. Forfeiture of Award. If the Participant’s service as a Director terminates under any circumstances (except those provided in Paragraph 2 of this Agreement or in any other written agreement between the Participant and the Company which provides for vesting of the

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Restricted Stock granted hereby), all unvested Restricted Stock as of the termination date shall be forfeited.

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

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

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

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

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

          Notwithstanding the foregoing, in the event that the address of the Company’s principal executive offices is changed prior to the date of any exercise 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 a Participant

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who is mentally incapacitated, this Award shall be payable to his guardian or legal representative.

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

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

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

     12. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Participant may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted in Section 9 of this Agreement.

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

     14. Code Section 409A Compliance. If any provision of this Agreement would result in the imposition of an excise tax under Section 409A of the Code and related regulations

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and Treasury pronouncements (“Section 409A”), that provision will be reformed to avoid imposition of the excise tax and no action taken to comply with Section 409A shall be deemed to impair a benefit under this Agreement.

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

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

	OCEANEERING INTERNATIONAL,
	INC.
Award Date: February 2, 2006	By:
	Name:
	Title:

          The Participant hereby accepts the foregoing 2006 Non-Employee Director Restricted Stock Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above.

	PARTICIPANT:
Date:
	Participant’s Address:

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Exhibit A to 2006 Non-Employee Director
Restricted Stock Agreement

Designation of Beneficiary

          I,                                          (“Participant”), hereby declare that upon my death,                                          (the “Beneficiary”) of                                         ___(address), who is my ___(relationship), will be entitled to the Award which may become payable under the Plan and all other rights accorded the Participant under the Participant’s 2006 Non-Employee Director Restricted Stock Agreement (capitalized terms used but not defined herein have the respective meanings assigned to them in such agreement).

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

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

Participant

Date

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