OII 8-K
Oceaneering International Inc (OII)
8-K
2026-03-20
For: 2026-03-17
View Original
Added on
April 07, 2026
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): March 17, 2026
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code: (713 ) 329-4500
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Change of Control Agreement and Change of Control Plan and
On March 17, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Oceaneering International, Inc. (the “Company”) approved an amendment and restatement of the Change of Control Agreement between the Company and Roderick A. Larson, the Company’s President and Chief Executive Officer (the “Amended CEO Change of Control Agreement”) and of the Company’s Change of Control Plan (the “Amended Change of Control Plan”).
The Amended CEO Change of Control Agreement modifies Mr. Larson’s prior Change of Control Agreement by conditioning Mr. Larson’s entitlement to the severance benefits payable under the agreement on his execution of a release of claims in favor of the Company and his compliance with restrictive covenants, including non-competition, non-solicitation, non-disparagement, confidentiality and cooperation, and by providing for outplacement services for 24 months.
The Amended Change of Control Plan modifies the prior Change of Control Plan by, among other things, providing for a prorated short‑term incentive award for the year of termination determined based on actual performance for such year (with any personal goals deemed met at target), payment of any earned but unpaid short‑term incentive award for the prior year, and outplacement services for 12 months.
The foregoing descriptions of the Amended CEO Change of Control Agreement and the Amended Change of Control Plan are general descriptions only and are qualified in their entirety by the full text of such agreement and plan, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively.
Executive Leadership Team Severance Plan
On March 17, 2026, the Committee also adopted the Oceaneering International, Inc. Executive Leadership Team Severance Plan (the “ELT Severance Plan”), which provides for severance benefits to eligible executives, including certain of the the Company’s named executive officers.
Under the ELT Severance Plan, if an executive’s employment is terminated by the Company without “Cause” or by the executive for “Good Reason” (as such terms are defined in the ELT Severance Plan), the executive will be entitled to the following severance benefits:
•An aggregate amount equal to one times (or two times, for the Chief Executive Officer) the sum of the executive’s base salary plus target short-term incentive opportunity, payable in equal installments over 12 months (or 24 months, for the Chief Executive Officer).
•A prorated short‑term incentive award for the year of termination, determined based on actual performance for such year (with any personal goals deemed met at target), and payment of any earned but unpaid short‑term incentive award for the prior year.
•For a period of 12 months (or 18 months, for the Chief Executive Officer), payment of the Company’s portion of the monthly premium for continued coverage under the Company’s medical, dental and vision plans, and continued participation in the Company’s supplemental executive health plan for executives (to the extent permitted by the plan).
•Prorated vesting of equity awards (for performance-based awards, to the extent that the performance goals are met based on performance for the full performance period).
•Outplacement services for 12 months (or 24 months, for the Chief Executive Officer).
These severance benefits are conditioned on the executive’s execution of a release of claims in favor of the Company and the executive’s compliance with restrictive covenants, including non-competition, non-solicitation, non-disparagement, confidentiality and cooperation.
No severance benefits are payable under the ELT Severance Plan to an executive whose employment is terminated by the Company without Cause or by the executive for Good Reason if, in connection with the termination, the executive is eligible for severance benefits under the Amended Change of Control Plan described below or an individual agreement.
The foregoing description of the ELT Severance Plan is a general description only and is qualified in its entirety by the full text of such plan, a copy of which is attached as Exhibit 10.3.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Index to Exhibits
| 10.1 + | ||||||||||||||||||||||||||||||||
| 10.2 + | ||||||||||||||||||||||||||||||||
| 10.3 + | ||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document.) | |||||||||||||||||||||||||||||||
| + | Management contract or compensatory plan or arrangement. | |||||||||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OCEANEERING INTERNATIONAL, INC. | ||||||||||||||
| Date: | March 20, 2026 | By: | /S/ JENNIFER F. SIMONS | |||||||||||
| Jennifer F. Simons | ||||||||||||||
| Senior Vice President, Chief Legal Officer | ||||||||||||||
| and Secretary | ||||||||||||||
Exhibit 10.1
March 17, 2026
Roderick A. Larson
President and Chief Executive Officer
Oceaneering International, Inc.
5875 North Sam Houston Parkway West, Suite 400
Houston, Texas 77041
Re: Change of Control Agreement
Dear Rod:
Oceaneering International, Inc., a Delaware corporation (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
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Roderick A. Larson
March 17, 2026
Page 2
various Plans are defined in the respective Plans, but if any conflicts with a definition herein contained, this Agreement shall prevail.
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.
(d)Anything else in this Section 1 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 the foregoing provisions of this Section 1 and (iii) your Termination Date
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Roderick A. Larson
March 17, 2026
Page 3
precedes or occurs on the date of the closing of such merger, consolidation, tender offer or exchange offer, 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 (or, if later, the Release Effective Date (as defined below).
(e)Notwithstanding anything in this Agreement to the contrary, your entitlement to the Severance Package is subject to the following requirements:
(i)You (or your estate, if applicable) must execute, deliver to the Company and not revoke a waiver and release of claims (a “Release”) substantially in the form attached hereto as Exhibit A hereto (subject to any modifications thereto as the Board reasonably determines are necessary to meet the requirements of applicable law) that becomes effective and irrevocable by no later than 60 days after the later of (A) the Termination Date and (B) the date that any of the events set forth under the definition of Change of Control shall have occurred (the date on which the Release becomes effective and irrevocable, the “Release Effective Date”).
(ii)You must comply with the restrictive covenants (the “Covenants”) set forth in Exhibit B hereto. In the event you fail to comply with any of the Covenants, you shall repay to the Company any portion of the Severance Package that you previously received, and no further portions of the the Severance Package shall be payable to you under this Agreement.
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 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 (subject to applicable
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Roderick A. Larson
March 17, 2026
Page 4
law and regulation). 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 propose 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 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
| 515546225.4 | 4 | |||||||
Roderick A. Larson
March 17, 2026
Page 5
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 any choice of law principles that would result in the application of the laws of another jurisdiction.
(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;
(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 at the address 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.
| 515546225.4 | 5 | |||||||
Roderick A. Larson
March 17, 2026
Page 6
(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.
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.
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Roderick A. Larson
March 17, 2026
Page 7
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: (a) if to the Company, at the Company’s principal office address or such other address as the Company may have designated by written notice for purposes hereof, directed to the attention of the Chair of the Compensation Committee of the Board, in the care of the Company’s Secretary, and (b) if to you, at your residence address, as reflected in the records of the Company, or to such other address as you may have designated to the Company in writing for purposes of this Agreement.
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.
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. This Agreement supersedes the Change of Control Agreement dated August 20, 2015 between the parties.
(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
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Roderick A. Larson
March 17, 2026
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amounts will accrue interest and compound at the lesser of 2% per month or the highest interest rate allowed by applicable law.
(c)All payments made under this Agreement will be subject to applicable deductions for taxes and social security contributions.
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 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
| 515546225.4 | 8 | |||||||
Roderick A. Larson
March 17, 2026
Page 9
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.
(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.
______________________________________
Jennifer Simons
Secretary
Agreed to as of the date first written above
______________________________________
Roderick A. Larson
| 515546225.4 | 9 | |||||||
ANNEX I
TO CHANGE OF CONTROL AGREEMENT DATED MARCH 17, 2026
BETWEEN
OCEANEERING INTERNATIONAL, INC.
AND
RODERICK A. LARSON
Definition of Certain Terms
“Agreement” means this Change of Control Agreement between you and the Company dated as of March 17, 2026.
“Base Salary” means your annual salary, as determined by the Company.
“Board” means the Board of Directors of the Company.
“Bylaws” means the Amended and Restated Bylaws of the Company, except as otherwise specified, as in effect on the date 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
| 514904415.8 | 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.
| 514904415.8 | I-2 | |||||||
“Effective Period Commencement Date” means the date falling one year prior to the Effective Date.
“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.
“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
(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
| 514904415.8 | I-3 | |||||||
(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 May 29, 2012, 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 Short-Term Incentive Award Program, which provides for the payment of additional incentive 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 plan, bonus or incentive plan, stock option or stock accumulation plan, pension plan or 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; provided, however, that, as used in the definition of “Change of Control” and “Effective Date,” the term “Person” shall not be deemed to refer to the Company or any Plans sponsored by the Company.
“Plans” means the Short-Term Incentive Award Program, the Long-Term Incentive Bonus Plan and the SERP.
“Restricted Stock Agreement” means any grant or award agreement provided by the Company to you with respect to 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:
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(a)On or within five days following the Release Effective Date, the Company shall pay to you a lump sum, cash amount equal to the sum of:
(i)three times the highest annual rate of your Base Salary in effect during the then current year or any of the three years immediately preceding the Termination Date;
(ii)three times the target award you would have been eligible to receive under the then current Short-Term Incentive Award Program 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); and
(iii)three times the amount equaling the maximum percentage of your Base Salary contribution level by the Company for you in the SERP for the then current year multiplied by the highest annual rate of Base Salary in effect during the then current year or any of the three years preceding the Termination Date;
(b)All the outstanding contingent compensation issued or awarded to you under the Plans shall become vested, exercisable, distributable and unrestricted as of the Release Effective Date (any contrary provision in the Plans or Other Plans notwithstanding). You shall have the right immediately to:
(i)for one year after the Release Effective Date (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 after the Release Effective Date, 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 the Release Effective 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 as of the Release Effective Date, 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 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;
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(c)The Company shall maintain in full force and effect for your continued benefit for a period of three years after the Release Effective 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, if any, to provide such continuation coverage as required by Section 4980B of the Code; and
(d)For the 24-month period beginning on the Release Effective Date, outplacement services will be made available to you through a service provider selected by the Company; provided that the aggregate cost of such services will not exceed $50,000.
“Shares” means shares of Common Stock, $0.25 par value per share, of the Company at the date of this Agreement, as the same may be subsequently amended, modified or changed.
“Short-Term Incentive Award Program” means for each year, the Company’s fiscal year short-term incentive program, or any other such program adopted by the Board or the Compensation Committee of the Board, which provides for the payment of additional incentive compensation contingent on achievement of specified performance targets for that specific year.
“Stock Option Agreement” means any grant or award agreement 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 that is the final date of your service in accordance with Section 2 of this Agreement.
“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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Exhibit A
WAIVER AND RELEASE OF CLAIMS
Reference is made in this waiver and release of claims (this “Release”) to the Change of Control Agreement, dated as of March 17, 2026 (the “Agreement”), between Roderick A. Larson (“you”) and Oceaneering International, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Release have the meanings assigned to them in the Agreement.
1.Release. By signing this Release, you hereby, for your own self and on behalf of your heirs, executors, administrators, and assigns, agree to and do hereby RELEASE, ACQUIT, WAIVE and FOREVER DISCHARGE (i) the Company; (ii) any past or present director, officer, employee or agent of the Company, in their individual and official capacities; (iii) the Company’s representatives, predecessors, successors-in-interest, and affiliated companies; and (iv) the present and former shareholders, agents, attorneys, fiduciaries, insurers, heirs, administrators, executors, successors and assigns of any of the foregoing entities and persons named in clauses (i), (ii) and (iii) and any other person, firm or corporation for which any of the foregoing entities and persons named in clauses (i), (ii) and (iii) may be legally responsible or which may be legally responsible for any of them (all collectively, the “Released Parties”), in each case, from any and all claims, liabilities, demands, and causes of action of whatsoever nature, accrued or unaccrued, known or unknown, fixed or contingent, which you may have or claim to have against any of the Released Parties occurring during, arising out of, or related to your employment and/or termination of employment with the Company and/or as a result of any other matter arising through the date of your signature on this Release. This release, acquittal, waiver and discharge includes, but is not limited to, claims arising under federal, state or local laws, whether equitable or legal, causes of action for breach of express or implied written or oral contract, promissory estoppel, tortious interference with contract, claims for personal injury or harm, negligence, intentional infliction of emotional injury, fraud, negligent misrepresentation, negligent supervision, libel, slander, sexual orientation or preference discrimination, race or color discrimination, invasion of privacy, religious discrimination, sex or gender discrimination, national origin discrimination, harassment, wrongful termination, violations of Chapters 21, 61 and 451 of the Texas Labor Code, violations of the Worker Adjustment and Retraining Notification (WARN) Act, violations of Title VII of the Civil Rights Act 1964, violations of the Civil Rights Act of 1866 (42 U.S.C. § 1981), violations of the Age Discrimination in Employment Act, violations of the Older Workers’ Benefit Protection Act, violations of the Genetic Information Nondiscrimination Act, violations of the Occupational Safety and Health Act, violations of the National Labor Relations Act, violations of the Americans with Disabilities Act, violations of the Family Medical Leave Act, violations of the Fair Labor Standards Act or the Equal Pay Act, violations of the Fair Credit Reporting Act, violations of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or the Employee Retirement Income Security Act of 1974, and any similar federal, state and local laws, worker’s compensation violations, retaliation for exercise of protected rights, employee health or disability benefit compensation violations, disability or handicap discrimination, loss of consortium, mental anguish, pain and suffering, lost past or future wages, lost past or future bonuses or commissions, vacation or sick pay, pension benefits, costs, punitive or exemplary damages, attorney’s fees, and pre- or post-judgment interest.
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2.Settlement. You agree to and hereby accept the Severance Package in full compromise and settlement of all claims, demands, causes of action of whatsoever nature accrued or unaccrued, federal or state, equitable or legal occurring during, arising out of or related to your employment and/or termination of employment with the Company, including but not limited to the claims referenced in Section 1.
3.Forfeiture and Recovery of Severance Package. If you, or anyone acting on your behalf, breaches any representation or any obligation under this Release or any of the Covenants, the Company may, in addition to any other legal or equitable remedies it may have, terminate all portion of the Severance Package not yet paid or provided to you and recover all portions of the Severance Package previously paid or provided to you.
4.Exclusions. Excluded from this Release are any claims or rights that cannot be waived by law. Also excluded from this Release is your right to (a) file for workers’ compensation or unemployment compensation, (b) file a charge with an administrative agency or participate in any agency investigation, or (c) receive unpaid wages or vested employee benefits that are due.
5.Acknowledgments. You hereby warrant and represent that you have not (a) filed or caused to be filed any claim against the Released Parties, whether past or present, with any administrative agency, court of law or other tribunal, (b) assigned, sold, delivered, transferred or conveyed any rights you have asserted or may have against any of the aforementioned parties to any person or entity, in each case, with respect to any claims being released hereby, (c) assisted or advised any directors, officers, shareholders, employees or agents of any of the aforementioned parties with respect to the pursuit or evaluation of any claim against any of the aforementioned parties, or (d) engaged in the course of your employment with or services to the Company in (i) any fraudulent, tortious or illegal activity or (ii) any violation of a material policy of the Company that would cause the Company demonstrable material harm.
6.Advised to Seek Consultation. You understand that Section 1 above includes a release of claims under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act. You understand that this Release does not waive rights or claims that arise after the date that you execute this Release. Further, you are advised to consult with legal counsel regarding this Release.
7.Consideration Period. You acknowledge that you have had adequate time to review and consider this Release, and, as a result, enter into this Release willingly and voluntarily. You acknowledge that you have until [DATE], which is at least [21] [45]1 days after the date that you received this Release, to review and consider this Release.
_____________________________
1 21 days will be included here, unless the Company determines that the termination was in connection with an “exit incentive or other employment termination program” (as defined in the Older Workers’ Benefit Protection Act), in which case 45 days will be included here.
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8.Revocation Period. You understand that you have a period of seven days after the date that you execute this Release during which you may notify the Company that you revoke this Release. If you decide to revoke this Release, notice of revocation must be provided prior to the expiration of the seven-day revocation period to the email address included on the signature page of this Release. This Release will not become effective until after the revocation period expires. If you revoke this Release, you will not receive any of the Severance Package. If you timely execute and do not revoke this Release, then this Release, and your entitlement to the Severance Package, will become effective on the eighth day after you execute this Release.
9.Agreement Not to Sue. You agree not to sue in any local, state or federal court regarding or relating in any way to your employment with, or termination of employment from, the Company, unless suit is necessary to enforce your rights under the Agreement.
10.Non-Admissions. The fact and terms of this Release, and the furnishing of consideration for this Release, are not an admission by the Company of liability or other wrongdoing under any law, but rather such liability is expressly denied. You acknowledge that the parties contemplate an unequivocal, complete and final dissolution of the employment relationship.
11.Severability. If any provision of this Release is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Release in full force and effect.
12.Entire Agreement. This Release (together with the Agreement) sets forth the entire agreement between the parties hereto and fully supersedes any prior agreements or understandings between the parties as to its subject matter. You acknowledge that you have not relied on any representations, promises or agreements of any kind made to you in connection with your decision to accept this Release except for those set forth in this Release and the Agreement.
13.Binding Agreement. This Release shall be binding upon and inure to the benefit of (a) your heirs, successors, personal representatives and legal representatives and (b) any successor of the Company.
14.Dispute Resolution. Section 4 of the Agreement is incorporated by reference into this Release
[Signature page follows]
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If you accept and agree to the terms of this Release, within the time frame described in this Release, please sign on the appropriate line below and return by email to the Company's General Counsel.
BY SIGNING THIS RELEASE, I ACKNOWLEDGE THAT I HAVE HAD THE OPPORTUNITY TO CONSULT WITH A LEGAL ADVISOR OF MY CHOICE, THAT I HAVE CAREFULLY REVIEWED AND CONSIDERED THIS RELEASE, THAT I UNDERSTAND THE TERMS OF THIS RELEASE, AND THAT I VOLUNTARILY AGREE TO THE TERMS OF THIS RELEASE.
______________________________________
Roderick A. Larson
______________________________________
Date
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Exhibit B
Restrictive Covenants
Reference is made in this Exhibit B to the Change of Control Agreement, dated as of March 17, 2026 (the “Agreement”), between Roderick A. Larson (“you”) and Oceaneering International, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Exhibit B have the meanings assigned to them in the Agreement.
1. Generally. Your right to the Severance Package shall be further conditioned upon your compliance with the provisions of this Exhibit B. In the event you fail to comply with any of the provisions of this Exhibit B, you shall repay to the Company any portion of the Severance Package that you previously received, and no further portion of the Severance Package shall be payable to you under the Agreement.
2. Definitions. As used in this Exhibit B, the following terms shall have the following meanings:
“Business” means any specific line of business, or any product or service offering, in which the Company is engaged during your employment and as to which you had responsibilities or received Proprietary Information.
“Competing Business” means any Person which, wholly or in any significant part, engages in any business competing with the Business in the Restricted Area.
“Governmental Authority” means any governmental, quasi-governmental, state, county, city or other political subdivision of the United States or any other country, or any agency, court or instrumentality, foreign or domestic, or any statutory or regulatory body thereof.
“Legal Requirement” means any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization, or other directional requirement of any Governmental Authority.
“Prohibited Period” means the period during which you are employed by the Company and the 24-month period beginning on the Termination Date.
“Proprietary Information” includes all confidential or proprietary scientific or technical information, data, formulas and related concepts, business plans (both current and under development), client lists, promotion and marketing programs, trade secrets, or any other confidential or proprietary business information relating to the business of the Company, whether in written or electronic form of writings, correspondence, notes, drafts, records, maps, invoices, technical and business logs, policies, computer programs, disks or otherwise. Proprietary Information does not include information that is or becomes publicly known through lawful means.
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“Restricted Area” means any state or, if outside the United States, any country or subdivision thereof in which the Company (i) is then currently engaged in the Business, (ii) has engaged in the Business during the preceding two years, or (iii) is actively pursuing business opportunities for the Business, and in each such case you either (x) received Proprietary Information about the Company’s operations in such location or (y) worked for the Company in such location during the preceding two years.
3. Confidential Treatment. You acknowledge and agree that you have acquired, and will in the future acquire as a result of your employment by the Company or otherwise, Proprietary Information of the Company which is of a confidential or trade secret nature, and all of which has a great value to the Company and is a substantial basis and foundation upon which the Company’s business is predicated. Accordingly, other than in the legitimate performance of your job duties, you agree:
(a) to regard and preserve as confidential at all times all Proprietary Information;
(b) to refrain from publishing or disclosing any part of the Proprietary Information and from using, copying or duplicating it in any way by any means whatsoever; and
(c) not to use on your own behalf or on behalf of any third party or to disclose the Proprietary Information to any person or entity without the prior written consent of Oceaneering.
4. Property of the Company. You acknowledge that all Proprietary Information and other property of the Company which you accumulate during your employment with the Company are the exclusive property of the Company. Upon the termination of your employment with the Company, or at any time upon the Company’s request, you shall surrender and deliver to the Company (and not keep, recreate or furnish to any third party) any and all work papers, reports, manuals, documents and the like (including all originals and copies thereof) in your possession which contain Proprietary Information relating to the business, prospects or plans of the Company. Further, you agree to use reasonable efforts to search for and delete all Company information, including Proprietary Information, from your computer, smartphone, tablet, or any other personal electronic storage devices (excluding, in each case, routine automatic backups that you cannot reasonably access), other than payroll information or other financial information that you may need for your tax filings, and, upon request, certify to the Company that you have completed this search and deletion process.
5. Cooperation. You agree that, following any termination of your employment with the Company, you will not disclose, or cause to be disclosed, any Proprietary Information, unless (in any such case) required by court order. Pursuant to the Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Proprietary Information that (i) is made (A) in confidence to a Federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or
| 515546225.4 | B-2 | |||||||
other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company may seek your assistance, cooperation or testimony following any such termination in connection with any investigation, litigation or proceeding arising out of matters within your knowledge and related to your employment by the Company, and in such instance, you shall provide such assistance, cooperation or testimony and the Company shall pay your reasonable costs and expenses in connection therewith.
6. Non-Competition; Non-Solicitation.
(a) You and the Company agree to the non-competition and non-solicitation provisions of this Section 6: (i) in consideration for the Proprietary Information provided by the Company to you; and (ii) to protect the Proprietary Information of the Company disclosed or entrusted to you by the Company or created or developed by you for the Company, the business goodwill of the Company developed through the efforts of you and the business opportunities disclosed or entrusted to you by the Company.
(b) Subject to the exceptions set forth in Section 6(c), you expressly covenant and agree that, during the Prohibited Period: (i) you will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area; and (ii) you will not, directly or indirectly, perform duties for, or provide services to, a Competing Business in the Restricted Area in any capacity that is the same as or substantially similar to the functions you performed for the Company during the preceding two years, or that would reasonably be expected to require use or disclosure of the Proprietary Information.
(c) Notwithstanding the restrictions contained in Section 6(b), you may own an aggregate of not more than 1% of the outstanding capital stock or other equity security of any class of any corporation or other entity engaged in a Competing Business, if such capital stock or other equity security is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 6(b), provided that you do not have the power, directly or indirectly, to control or direct the management or affairs of any such corporation or other entity and are not involved in the management of such corporation.
(d) You further expressly covenant and agree that, during the Prohibited Period, you will not: (i) engage or employ, or solicit or contact with a view to the engagement or employment of, any person who is an officer or employee of the Company; or (ii) canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away from the Company any person who or which is or was a customer of the Company, during the preceding two years, and, in each case, either (x) about which you received Proprietary Information or (y) with which you had contact or dealings on behalf of the Company.
(e) You expressly recognize that you are a key employee and an important member of the management or research and development team who will be provided with access to Proprietary Information and trade secrets as part of your employment and that the restrictive covenants set forth in this Exhibit B are reasonable and necessary in light of your position and access to the Proprietary Information.
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7. Non-Disparagement. You agree that, following any termination of your employment with the Company, you will not make, publish, or communicate in any public forum or to the media any maliciously false, defamatory, or disparaging remarks, comments, or statements, whether orally or in writing, concerning the Company, the management of the Company, any product or service provided by the Company or the future prospects of the Company. Nothing in this paragraph is intended, or shall be interpreted, to restrict rights under Section 7 of the National Labor Relations Act, including rights to engage in concerted activities, or to preclude truthful testimony or filings with any Governmental Authority.
8. Relief. You and the Company agree and acknowledge that the limitations as to time, geographical area and scope of activity to be restrained as set forth in this Exhibit B are reasonable and do not impose any greater restraint than is necessary to protect the legitimate business interests of the Company. You and the Company also acknowledge that money damages would not be sufficient remedy for any breach of this Exhibit B by you, and the Company shall be entitled to enforce the provisions of this Exhibit B by terminating any portion of the Severance Package then owing to you under the Agreement or otherwise and to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Exhibit B but shall be in addition to all remedies available at law or in equity, including the recovery of damages from you and your agents. However, if it is determined that you have not committed a breach of this Exhibit B, then the Company shall resume payment of the Severance Package due under the Agreement and pay to you all portions of the Severance Package that had been suspended pending such determination.
9. Reasonableness; Enforcement. You acknowledge and agree that the geographic scope and duration of the covenants contained in this Exhibit B are fair and reasonable in light of: (a) the nature and wide geographic scope of the operations of the Business; (b) your level of control over and contact with the Business in all jurisdictions in which it is conducted; (c) the fact that the Business is conducted throughout the Restricted Area; and (d) the amount of compensation and Proprietary Information that you are receiving in connection with the performance of your duties for the Company. It is the desire and intent of you and the Company that the provisions of this Exhibit B be enforced to the fullest extent permitted under applicable Legal Requirements, whether now or hereafter in effect and, therefore, to the extent permitted by applicable Legal Requirements, you and the Company hereby waive the application of any provision of applicable Legal Requirements that would render any provision of this Exhibit B invalid or unenforceable, in whole or in part.
10. Reformation. The Company and you agree that the foregoing restrictions are reasonable under the circumstances and that any breach of the covenants contained in this Exhibit B would cause irreparable injury to the Company. You expressly represent that enforcement of the restrictive covenants set forth in this Exhibit B will not impose an undue hardship upon you or any Person affiliated with you. Further, you acknowledge that your skills are such that you can be gainfully employed in non-competitive employment, and that the restrictive covenants will not prevent you from earning a living. Nevertheless, if any of the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions herein set forth to be modified by
| 515546225.4 | B-4 | |||||||
the court making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced.
11. Protected Disclosures. Notwithstanding any provision to the contrary in the Agreement or this Exhibit B, nothing in the Agreement or this Exhibit B prohibits you from reporting possible violations of law or regulation to any governmental agency or entity, including the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Nothing in the Agreement or this Exhibit B limits your ability to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. Additionally, you and the Company acknowledge and agree that you do not need the prior authorization of the Company to make any such reports or disclosures, and you are not required to notify the Company or any of its affiliates that you have made such reports or disclosures.
12. Independence of Covenants. The covenants contained in this Exhibit B shall operate independently from any similar covenants contained in any other individual agreement entered into between you and the Company.
| 515546225.4 | B-5 | |||||||
Exhibit 10.2
OCEANEERING INTERNATIONAL, INC.
CHANGE OF CONTROL PLAN
(Amended and restated as of March 17, 2026)
ARTICLE I
GENERAL
The provisions of this Plan shall be effective as of March 17, 2026 and shall remain in effect, subject to the right of the Board or the Committee to amend or terminate this Plan at any time pursuant to Section 5.5. The rights, if any, of any person hereunder shall be determined pursuant to this Plan as in effect on the date such person ceases to be an employee of the Company, unless a subsequently adopted provision of this Plan is applicable to such person in accordance with the provisions of Section 5.5. This Plan supersedes and replaces in its entirety the Oceaneering International, Inc. Change of Control Plan effective as of November 14, 2018 (the “Prior Plan”).
ARTICLE II
DEFINITIONS AND USAGE
2.1Definitions. Wherever used in this Plan, the following words and phrases shall have the meaning set forth below unless the context plainly requires a different meaning:
(a)“Base Salary” means, with respect to a Participant, the Participant’s highest annual base salary or annualized wages, as applicable, in effect during the Effective Period (or such portion thereof during which the Participant was employed by the Company).
(b)“Benefit Plans” means, with respect to a Participant, the Short-Term Incentive Award Program, the SERP, any thrift plan, bonus or incentive plan, stock option or stock accumulation plan, pension plan or medical, disability, accident or life insurance plan, program or policy of the Company that is intended to benefit its employees who are similarly situated to the Participant, as applicable.
(c)“Board” means the Board of Directors of Oceaneering.
(d)“Cause” means, with respect to a Participant, the Participant’s:
(i)conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving fraud, dishonesty or moral turpitude;
(ii)gross negligence or willful misconduct in the performance of the Participant’s duties that is materially injurious to the Company;
(iii)material breach of the Company’s written policies (including its Code of Conduct) or material breach of a material contractual obligation to the Company; or
(iv)willful and continued failure to perform material job duties, after written notice from the Company and a reasonable opportunity to cure such failure.
For clause (ii) or (iv), an act or omission done in good faith and in the Participant’s reasonable belief that it was in the Company’s best interest shall not constitute Cause.
(e)“Change of Control” shall have the meaning given such term under the 2020 Incentive Plan of Oceaneering International, Inc., as amended and restated effective May 9, 2025, and as may be further amended from time to time to, but not on or after, the Change of Control Effective Date; provided, however, that, if the stockholders of Oceaneering shall have adopted or approved one or more other long-term incentive plans subsequent to the effective date of this Plan (as provided above) and prior to, but not on or after, the Change of Control Effective Date, the term “Change of Control” shall have the meaning given such term in the most recent such subsequently adopted or approved long-term incentive plan which defines such term. Notwithstanding the foregoing, in order for any event or circumstance to constitute a Change of Control under this Plan, such event or circumstance must be an event or circumstance described in Section 409A(a)(2)(A)(v) of the Code or the related Treasury Regulations.
(f) “Change of Control Effective Date” means the first date as of which a Change of Control shall have occurred.
(g)“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.
(h)“COBRA Multiple” means (i) “24” for a Tier 1 Participant, (ii) “12” for a Tier 2 Participant; and (iii) “6” for a Tier 3 Participant. No COBRA Multiple is provided under this Plan for a Tier 4 Participant.
(i)“COBRA Premium” means the monthly premium for COBRA continuation coverage under Section 4980B of the Code for the Company’s medical, dental and vision plans in which a Participant was entitled to participate immediately prior to the Termination Date (or, if no such coverage is offered by the Company to similarly situation employees as of the Termination Date, then such monthly COBRA premium in effect immediately prior to the Change of Control Effective Date).
(j)“Code” means the Internal Revenue Code of 1986, as amended.
(k)“Committee” means the Compensation Committee of the Board or such other committee of the Board as may be designated by the Board, from time to time, to administer this Plan.
(l)“Company” means, collectively, Oceaneering and the Subsidiaries.
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(m)“Disability” means, with respect to a Participant, the Participant’s continuing full-time absence from the Participant’s 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, with such need for absence and the anticipated duration to be determined solely by a medical physician of the Participant’s choice who is approved by Oceaneering, which approval shall not be unreasonably withheld.
(n)“Effective Period” means the period beginning on the date that is 180 days prior to the Change of Control Effective Date and ending on the second anniversary of the Change of Control Effective Date.
(o)“Eligible Employee” means an Employee who is either (i) a Senior Officer in the case of a Tier 1 Participant or Tier 2 Participant, (ii) an Officer in the case of a Tier 3 Participant or (iii) a Key Employee in the case of a Tier 4 Participant; provided, however that any Employee who has an individual agreement with the Company at any time providing for change‑of‑control benefits (other than one or more award agreements under one or more long-term incentive plans) shall not be an Eligible Employee (or a Participant).
(p)“Employee” means an individual who is an employee of the Company.
(q)“Exchange Act” means the Securities Exchange Act of 1934, as amended.
(r)“Good Reason” means, with respect to a Participant, any of the following without the Participant’s prior written consent:
(i)a material reduction in the authority, duties or responsibilities of the Participant from those applicable to the Participant immediately prior to the Change of Control Effective Date, except as a result of the Participant’s death or due to Disability;
(ii)a material reduction in the Participant’s Base Salary, Target Annual Short-Term Incentive, or Target Long-Term Incentive from those applicable to the Participant immediately prior to the Change of Control Effective Date;
(iii)(A) the failure by the Company to continue in effect any Benefit Plans in which the Participant was participating immediately prior to the Change of Control Effective Date, other than as a result of the expiration or an amendment of any such Benefit Plan in accordance with its terms, or (B) the taking of the action, or failure to act, by the Company which would materially reduce the Participant’s benefits under any of the Benefit Plans in which the Participant was participating or deprive the Participant of any material benefit, including a severance plan benefit, enjoyed by the Participant, immediately prior to the
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Change of Control Effective Date (except as proposed by the Participant to the Company);
(iv)relocation of the Participant’s principal office by more than 50 miles from its current location;
(v)material breach of a material contractual obligation to the Participant (including failure of any successor to assume such obligation); or
(vi)the failure by Oceaneering upon a Change of Control to obtain the assumption of this Plan by any Successor (other than by operation of law);
provided, however, that no later than 30 days after learning of the action (or inaction) described herein as the basis for a termination of employment for Good Reason, the Participant shall advise Oceaneering in writing that the action (or inaction) constitutes grounds for a termination of the Participant’s employment for Good Reason, in which event Oceaneering shall have 30 days (the “Cure Period”) to correct such action (or inaction). If such action (or inaction) is not corrected prior to the end of the Cure Period, then the Participant may terminate the Participant’s employment with the Company for Good Reason within the 30-day period following the end of the Cure Period by giving written notice to Oceaneering. If such action (or inaction) is corrected before the end of the Cure Period, then the Participant shall not be entitled to terminate the Participant’s employment for Good Reason as a result of such action (or inaction).
(s)“Key Employee” means an Employee, other than an Officer, whose participation in this Plan (i) has been proposed in writing by the Chief Executive Officer to the Committee on the basis that the Employee’s continued employment, engagement and focus are essential to the Company’s performance, including during the pendency of any proposed Change of Control transaction, and (ii) approved by the Committee.
(t)“Oceaneering” means Oceaneering International, Inc., a Delaware corporation.
(u)“Officer” means an officer of Oceaneering elected or appointed from time to time pursuant to the Amended and Restated Bylaws of Oceaneering, as the same may be amended from time to time.
(v)“Participant” means an Eligible Employee who satisfies the participation requirements in Article III of this Plan. For the avoidance of doubt, an individual must be a Participant as of the individual’s Termination Date in order to be eligible for the Severance Benefits under this Plan.
(w)“Participation Agreement” means a written or electronic document, substantially in the form attached hereto as Exhibit A, executed by an Eligible Employee, pursuant to which the Eligible Employee (i) acknowledges that the Eligible Employee has been designated to be a Participant and agrees to the terms and conditions of this Plan and (ii)
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accepts and acknowledges that the Eligible Employee is subject to the restrictive covenants set forth in Annex A to the Participation Agreement.
(x)“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); provided, however, that, as used in the definition of “Change of Control” and “Change of Control Effective Date,” the term “Person” shall not be deemed to refer to Oceaneering, any wholly owned Subsidiary or any Benefit Plans sponsored by Oceaneering or any such Subsidiary.
(y)“Plan” means this Oceaneering International, Inc. Change of Control Plan, as amended from time to time.
(z)“Senior Officer” means an Officer who has been designated by the Board as an executive officer of Oceaneering, including any Senior Vice President, the President and the Chief Executive Officer of Oceaneering.
(aa)“SERP” means Oceaneering’s Supplemental Executive Retirement Plan, as the same may be amended or modified prior to, but not on or after, the Change of Control Effective Date.
(bb) “Severance Multiple” means (i) “3” for a Tier 1 Participant, (ii) “2” for a Tier 2 Participant, (iii) “1.5” for a Tier 3 Participant or (iv) “1” for a Tier 4 Participant.
(cc) “Short-Term Incentive Award Program” means for each year, Oceaneering’s fiscal year short-term incentive program, or any other such program adopted by the Board or the Committee, which provides for the payment of additional incentive compensation contingent on achievement of specified performance targets for that specific year.
(dd) “Subsidiary” means (i) in the case of a corporation, any corporation of which Oceaneering directly or indirectly owns shares representing 50% or more of the combined voting power of the shares of all classes or series of capital stock of such corporation which have the right to vote generally on matters submitted to a vote of the stockholders of such corporation, and (ii) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which Oceaneering directly or indirectly owns 50% or more of the voting, capital or profits interests (whether in the form of partnership interests, membership interests or otherwise).
(ee) “Target Long-Term Incentive” means, with respect to a Participant, the Participant’s target long-term incentive opportunity for the year in which the Termination Date occurs, or if no such target opportunity has been established for such year, the Participant’s most recent target long-term incentive opportunity
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(ff) “Target Short-Term Incentive” means, with respect to a Participant, the Participant’s target short-term incentive opportunity under the Short-Term Incentive Award Program for the year in which the Termination Date occurs, or if no such target opportunity has been established for such year, the Participant’s most recent target short-term incentive opportunity.
(gg) “Termination Date” means, with respect to a Participant, the date the Participant’s employment with the Company terminates, which date is the final date of the Participant’s employment with the Company; provided, however, that such termination is a “Separation from Service” (within the meaning of Code Section 409A and Treasury Regulation § 1.409A-1(h)(3) (or any successor regulations or guidance thereto)).
(hh) “Tier 1 Participant” means a Participant who is a Senior Officer holding the position of Chief Executive Officer or President, or other Senior Officer designated as a Tier 1 Participant by the Committee.
(ii) “Tier 2 Participant” means a Participant who is a Senior Officer (other than a Senior Officer who has been designated as a Tier 1 Participant by the Committee).
(jj) “Tier 3 Participant” means a Participant who is an Officer (other than a Senior Officer) holding the position of Vice President in charge of a function, business, business segment or business unit of the Company designated by the Committee.
(kk) “Tier 4 Participant” means a Participant who is a Key Employee designated as a Tier 4 Participant by the Committee.
ARTICLE III
PARTICIPATION
3.1Participation. Subject to Section 3.2, a Participant in this Plan shall be an Eligible Employee who, prior to the Change of Control Effective Date:
(a)is a (i) Tier 1 Participant, (ii) Tier 2 Participant, (ii) Tier 3 Participant or (iv) Tier 4 Participant; and
(b)timely executed and returned to the Committee (or its delegate) the Participation Agreement.
An Eligible Employee shall not be a Participant in this Plan if the Eligible Employee fails to timely execute and return to the Committee (or its delegate) the Participation Agreement. For the avoidance of doubt, an individual who is not a Participant as of the individual’s Termination Date shall not be eligible for Severance Benefits under this Plan.
3.2Change in Position and Cessation of Participant Status.
(a)A Participant shall cease to be a Participant if
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(i)the Termination Date (A) does not occur during the Effective Period or (B) occurs during the Effective Period but for reasons other than those described in Section 4.2;
(ii)the Participant enters into an individual agreement with the Company providing for change‑of‑control benefits (other than one or more award agreements under one or more long-term incentive plans) after becoming a Participant, effective as the date of such individual agreement (and shall not be an Eligible Employee while such individual agreement is in effect); or
(iii)the Participant ceases to be an Eligible Employee prior to or after the Effective Period.
(b)During the Effective Period, neither the Board nor the Committee may (i) amend or change the definition of a Tier 1 Participant, Tier 2 Participant, Tier 3 Participant or Tier 4 Participant or take any other action that would reduce or eliminate the potential Severance Benefits of any Participant (including by removing or changing a Participant’s status as an Eligible Employee). Other than during the Effective Period, (i) the Committee shall have the discretion and ability to modify the Tier 1 Participant, Tier 2 Participant, Tier 3 Participant and Tier 4 Participant definitions, from time to time and at any time, including modifications to change positions or designate new positions, and (ii) the Board or Oceaneering or any Subsidiary shall have the discretion and ability to change, from time to time and at any time, an Employee’s job title or position, even if the change in clause (i) or (ii) above results in the Employee’s ceasing to be an Eligible Employee and, as a result, the Employee ceases to be a Participant or decreases the Severance Benefits the Employee may be eligible to receive under this Plan. In such event, the Committee (or its delegate) shall notify the Employee of the change and, in its discretion, may require the Employee to execute a new Participant Agreement (with such new Participation Agreement replacing and superseding the Employee’s prior Participation Agreements).
ARTICLE IV
SEVERANCE BENEFITS
4.1Requirements for Severance Benefits. A Participant’s entitlement to the Severance Benefits is subject to the following requirements:
(a)Release. The Participant must execute, deliver to the Company and not revoke a waiver and release of claims (a “Release”) substantially in the form attached hereto as Exhibit B (subject to any modifications thereto as the Committee reasonably determines are necessary to meet the requirements of applicable law) that becomes effective and irrevocable by no later than 60 days after the later of (i) the Termination Date and (ii) the Change of Control Effective Date (the date on which the Release becomes effective and irrevocable, the “Release Effective Date”).
(b)Restrictive Covenants. The Participant must comply with the restrictive covenants (the “Covenants”) set forth in Annex A to the Participation Agreement. In the
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event a Participant fails to comply with any of the Covenants, the Participant shall repay to the Company any Severance Benefits that the Participant previously received, and no further Severance Benefits shall be payable to the Participant under this Plan.
4.2Termination without Cause or for Good Reason. During the Effective Period, if a Participant’s employment is terminated by the Company without Cause or by the Participant for Good Reason either (a) prior to the Change of Control Effective Date, if (and only if) the Change of Control occurs, unless it is reasonably demonstrated by the Company that such termination of the Participant’s employment (i) was not at the request of a third party who has taken steps reasonably calculated to effect the Change of Control and (ii) otherwise did not arise in connection with, or in anticipation of, the Change of Control, or (b) on or after the Change of Control Effective Date, the Participant shall be entitled to the Severance Benefits, subject to the release requirement described in Section 4.1(a).
4.3Severance Benefits. For purposes of this Plan, with respect to a Participant, “Severance Benefits” shall mean and include the following:
(a)Severance Payment. A lump‑sum cash payment in an amount equal to the sum of (i) the applicable Severance Multiple for the Participant multiplied by the sum of the Participant’s (A) Base Salary, plus (B) Target Bonus, plus (ii) applicable COBRA Multiple, multiplied by (B) the Participant’s COBRA Premium. Such amount shall be paid to the Participant on the 60th day following the later of the Termination Date or the Change of Control Effective Date for the Change of Control giving rise to the payment of Severance Benefits to the Participant (which results due to the Termination Date occurring during the Effective Period).
(b)Prorated Short-Term Incentive. With respect to the short-term incentive that the Participant was eligible to earn for the year in which the Termination Date occurs, the Participant will receive payment of a prorated portion of such short-term incentive, in the amount, if any, determined based on actual performance for such year in accordance with the terms of the applicable Short-Term Incentive Award Program (provided that any performance goals that are based on individual performance of the Participant will be deemed met at target), with such proration calculated based on the number of days that the Participant was employed by the Company during such year, payable on the regular payment date under such plan.
(c)Health Plans. If the Participant is a Tier 1 Participant, Tier 2 Participant or Tier 3 Participant, continued eligibility during the 18-month period (the “Health Plan Period”) beginning on the later of (x) the Termination Date or (y) the date of the Change of Control giving rise to the payment of Severance Benefits (which results due to the Termination Date occurring during the Effective Period), for the Company’s medical, dental and vision benefit plans in which the Participant was entitled to participate immediately prior to the Termination Date at no greater monthly premium cost to the Participant than was paid by the Participant immediately prior to the Termination Date; provided, however, that the Participant’s continued participation is possible under the general terms and provisions of such plans. Notwithstanding the foregoing, (1) to the extent the coverage described above
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cannot be provided under the Company’s benefit plans, or (2) if the Company’s obligations contemplated by clause (ii) of Section 4.3(a) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), the Company shall discontinue such coverage, and, in either situation, during the Health Plan Period or remainder of the Health Plan Period, as applicable, the Participant shall be entitled to a monthly cash payment equal to the Company’s monthly portion of the premiums under such plans, determined as of the Termination Date. This Plan’s provision of continued participation in the Company’s medical, dental and vision plans is intended to satisfy the Company’s COBRA obligation, if any.
(d)Prior Year Short-Term Incentive. If the Termination Date occurs prior to the date on which the Participant receives payment of the short-term incentive, if any, earned by the Participant for the year prior to the year in which the Termination Date occurs, the Participant will receive payment of such short-term incentive, in the amount, if any, determined based on actual performance for such year in accordance with the terms of the applicable Short-Term Incentive Award Program, payable on the regular payment date under such plan; provided that if such regular payment date is prior to the Release Effective Date, then the Participant will receive such payment on the first regularly scheduled payroll date following the Release Effective Date.
(e)Outplacement. During the period beginning on the Release Effective Date and ending on the 12-month anniversary of the Termination Date, outplacement services will be made available to the Participant through a service provider selected by the Company; provided that the aggregate cost of such services will not exceed (i) $25,000 for a Tier 1 Participant or a Tier 2 Participant or (ii) $15,000 for a Tier 3 Participant or a Tier 4 Participant.
4.4No Mitigation through Subsequent Employment. No Participant shall be required to mitigate the amount of any payment provided for in this Plan by seeking other employment, nor shall the amount of any payment provided for in this Plan be reduced by any compensation earned by a Participant as the result of employment by another Person after the Termination Date.
4.5Code Section 280G. Anything in this Plan to the contrary notwithstanding, in the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Code Section 280G(b)(2)) to or for the benefit of a Participant, whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise, but determined without regard to any reduction (if any) required under this Section 4.5 (the “Payment”), would be subject to the excise tax imposed by Code Section 4999, together with any interest or penalties imposed with respect to such excise tax (“Excise Tax”), then the Company shall automatically reduce (the “Reduction”) the Participant’s Payment to the minimum extent necessary to prevent the Payment (after the Reduction) from being subject to the Excise Tax, but only if, by reason of the Reduction, the after-tax benefit of the reduced
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Payment exceeds the after-tax benefit if such Reduction was not made. If the after-tax benefit of the reduced Payment does not exceed the after-tax benefit if the Payment is not reduced, then the Reduction shall not apply. If the Reduction is applicable, the Payment shall be reduced in such a manner that provides the applicable Participant with the best economic benefit and, to the extent any portions of the Payment are economically equivalent with each other, each shall be reduced pro rata. All determinations to be made under this Section 4.5 shall be made by an independent public accounting firm selected by Oceaneering and the fees and expenses of the accounting firm will be paid by Oceaneering. The accounting firm shall provide detailed supporting calculations both to Oceaneering and any applicable Participant. Absent manifest error, any determination by the accounting firm shall be binding upon Oceaneering and any applicable Participant. In any event, the Company shall have no tax gross-up obligation or liability with respect to payment of a Participant’s excise tax liabilities under Section 4999 of the Code.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.1Notices. All notices and other communications pursuant to or in connection with this Plan 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: (a) if to the Company, at Oceaneering’s principal office address or such other address as Oceaneering may have designated by written notice for purposes hereof, directed to the attention of the Chair of the Committee, in the care of Oceaneering’s Secretary, and (b) if to a Participant, at the Participant’s residence address, as reflected in the records of the Company, or to such other address as the Participant may have designated to Oceaneering in writing for purposes of this Plan.
5.2Dispute Resolution.
(a)Governing Law. This Plan 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 any choice of law principles that would result in the application of the laws of another jurisdiction, except to the extent preempted by U.S. federal law.
(b)Jurisdiction and Venue. If any dispute arises with respect to any action, suit or other legal proceeding pertaining to this Plan or to the interpretation of or enforcement of a Participant’s rights under this Plan, Oceaneering and the Participant: (i) agree that exclusive jurisdiction for any such suit, action or legal proceeding shall be in the federal or state courts situated in Houston, Harris County, Texas; (ii) 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; (iii) each waive any objection to the laying of venue of any such suit, action or legal proceeding in any of such court; and (iv) each agree to waive all rights to a trial by jury.
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5.3Code Section 409A.
(a)Interpretation. This Plan is intended to comply with or be exempt from the requirements of Code Section 409A and the regulations thereunder (“Section 409A”) and shall be construed and interpreted in accordance with such intent. To the extent any Severance Benefit provided under this Plan is subject to Section 409A, such Severance Benefit shall be provided in a manner that complies with Section 409A.
(b)Delay of Payment. To the extent required to comply with Section 409A (as determined by Oceaneering), if a Participant is a “specified employee,” as determined by Oceaneering, as of the Termination Date, then all Severance Benefits due under this Plan that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a “separation from service” within the meaning of Section 409A, and that would otherwise be paid or provided during the first six months following the Termination Date, shall be accumulated through and paid or provided on the first business day that is more than six months after the Termination Date (or, if the Participant dies during such six-month period, within 90 days after the Participant’s death). Each payment under this Plan, including each payment in a series of installment payments, is intended to be a separate payment for purposes of Treasury Regulation § 1.409A-2(b).
(c) Reimbursements and In-Kind Benefits. All reimbursements and in-kind benefits provided pursuant to this Plan shall be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv), such that any reimbursements or in-kind benefits will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (i) the amounts reimbursed and in-kind benefits provided under this Plan, other than total reimbursements that are limited by a lifetime maximum under a group health plan, during a Participant’s taxable year may not affect the amounts reimbursed or in-kind benefits provided in any other taxable year, (ii) the reimbursement of an eligible expense shall be made on or before the last day of a Participant’s taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit.
5.4Clawback. This Plan and each Participation Agreement shall be subject to any clawback policy of the Company in effect from time to time prior to the Change of Control Effective Date.
5.5Amendment or Termination. The Board or the Committee may amend (in whole or in part) or terminate this Plan and any Participation Agreement at any time; provided, however, that no effect shall be given to any action by the Board or Committee that amends or terminates this Plan or any Participation Agreement during the Effective Period to the extent such action would (but for this provision) reduce or terminate the potential Severance Benefits to a Participant. Notwithstanding the foregoing, no termination or amendment of this Plan or any Participation Agreement shall reduce or terminate a Participant’s right to receive, or continue to receive, any Severance Benefits that became payable in respect of a termination of the Participant’s employment that occurred prior to the date of such termination or amendment of this Plan or the Participation Agreement.
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5.6Administration.
(a)The Committee shall have full and final authority, subject to the express provisions of this Plan, with respect to designation of the Participants and administration of this Plan, including the authority to construe and interpret any provisions of this Plan and to take all other actions deemed necessary or advisable for the proper administration of this Plan, and such decisions shall be binding on all parties.
(b)Oceaneering shall indemnify and hold harmless each member of the Committee and any other employee of the Company who acts at the direction of the Committee against any and all expenses and liabilities arising out of such person’s administrative functions or fiduciary responsibilities, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such member in the performance of such functions or responsibilities, but excluding expenses and liabilities that are caused by or result from such member’s or employee’s own gross negligence or willful misconduct. Expenses against which such member or employee shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs, counsel fees and related charges incurred in connection with a claim asserted or a proceeding brought or settlement thereof.
5.7Company Successors. This Plan shall be binding upon and inure to the benefit of Oceaneering, its successors and assigns (including, without limitation, any company into or with which Oceaneering may merge or consolidate).
5.8No Assignment by Participants. A Participant’s right to receive Severance Benefits hereunder shall not be assignable or transferable, whether by pledge, creation or a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Section 5.8, the Company shall have no liability to pay any amount so attempted to be assigned or transferred. The benefits under this Plan shall inure to the benefit of and be enforceable by a Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
5.9Tax Withholding. The Company may withhold from any Severance Benefits payable under this Plan all federal, state, city or other taxes as may be required pursuant to any law or governmental regulation or ruling.
5.10No Employment Rights Conferred. This Plan shall not be deemed to create a contract of employment between a Participant and the Company or any other Person. Nothing contained in this Plan shall (a) confer upon a Participant any right with respect to continuation of employment with the Company or any other Person or (b) subject to the rights and benefits of a Participant hereunder, interfere in any way with the right of the Company to terminate the Participant’s employment at any time.
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5.11Entire Plan. This Plan and the Participation Agreement contain the entire understanding of each Participant and the Company with respect to the subject matter herein. There are no restrictions, agreements, promises, warranties, covenants or undertakings between a Participant and the Company with respect to the subject matter herein other than those expressly set forth herein and in the Participation Agreement.
5.12Severability. If any provision of this Plan is, becomes or is deemed to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Plan shall not be affected thereby.
5.13 Headings. The titles and headings to Sections contained in this Plan are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan.
5.14 Construction. Whenever the context requires, the gender of all words used in this Plan includes the masculine, feminine and neuter and terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless otherwise specified, all references to Articles or Sections refer to articles or sections of this Plan. As used herein: (i) the word “includes” or “including” means “including, but not limited to,” unless the context otherwise requires; (ii) the words “shall” and “will” are used interchangeably and have the same meaning; (iii) the words “this Plan,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Plan shall refer to this Plan as a whole and not any particular Section in which such words appear; and (iv) the word “or” shall have the inclusive meaning represented by the phrase “and/or” unless the context requires otherwise. A defined term has its defined meaning throughout this Plan, regardless of whether it appears before or after the place where it is defined.
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OCEANEERING INTERNATIONAL, INC.
CHANGE OF CONTROL PLAN
PARTICIPATION AGREEMENT
This Participation Agreement (this “Agreement”) is entered into by and between Oceaneering International, Inc., a Delaware corporation (“Oceaneering”), and the undersigned (the “Participant”), effective as of [●] (the “Participation Effective Date”), pursuant to the Oceaneering International, Inc. Change of Control Plan, as amended and restated as of March 17, 2026, as it may be further amended from time to time (the “Plan”), in accordance with the terms and conditions of the Plan. Capitalized terms not defined in this Agreement (including in Annex A hereto) shall have the meaning ascribed to them in the Plan.
Subject to the timely execution and return of this Agreement to [Title or Name], as of the Participation Effective Date, the Participant is an Eligible Executive under the Plan (as notified by Oceaneering).
The Participant agrees that the terms and conditions of the Plan and this Agreement will govern the Participant’s eligibility for any Severance Benefits provided under the Plan, and the Participant further acknowledges and agrees that:
1.The Participant has received a copy of the Plan and has read and understood all of the terms and condition of the Plan.
2.Except as otherwise provided in the Plan, the Participant’s participation in the Plan may change or cease at any time by action of Oceaneering or as otherwise provided under the Plan’s terms and conditions (including, but not limited to, a change in the Participant’s employment position).
3.The payment or receipt of any Severance Benefits is contingent upon, and subject to, the Participant’s execution and timely delivery to Oceaneering (or its designee) of a Release.
4.In exchange for participation in the Plan and the potential payment or receipt of any Severance Benefits, the Participant is subject to, and will comply with, all of the restrictive covenants (the “Covenants”) that are attached as Annex A to this Agreement. If the Committee (or its delegate) determines that the Participant has breached any of the Covenants, all remedies available under the Plan and by law shall be available to Oceaneering, which may include the Participant’s forfeiture or reimbursement of all or a portion of the Severance Benefits subject to this Agreement.
The Plan and this Agreement are governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of Texas, without regard to any choice of law principles that would result in the application of the laws of another jurisdiction, except to the extent preempted by U.S. federal law. If any dispute arises with respect to any action, suit or other legal proceeding pertaining to the Plan or to the interpretation of or enforcement of the Participant’s rights under the Plan, Oceaneering and the Participant:
| 515455016.3 | A-1 | |||||||
(i)agree that exclusive jurisdiction for any such suit, action or legal proceeding is the federal or state courts situated in Houston, Harris County, Texas;
(ii)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;
(iii)waive any objection either may have to the laying of venue of any such suit, action or legal proceeding in any of such court; and
(iv)waive all rights to a trial by jury.
Participation in the Plan and entering into this Agreement (x) do not create a contract of employment or provide for continuation of employment with Oceaneering or any of its subsidiaries or other affiliates, or (y) preclude the termination of the Participant’s employment at any time by Oceaneering or, if applicable, any of its subsidiaries or other affiliates.
The Participant agrees and acknowledges that this Agreement and the Plan contain the entire understanding of the Participant and the Company with respect to Severance Benefits provided under the Plan (or the Prior Plan) and that this Agreement supersedes and replaces any prior Participation Agreement (and any other prior or contemporaneous written or oral agreements or promises, including any Participation Agreement entered into under the Prior Plan).
OCEANEERING INTERNATIONAL, INC.
By:__________________________________
Name:________________________________
Title:_________________________________
PARTICIPANT
_____________________________________
Name:________________________________
Date:_________________________________
| 515455016.3 | A-2 | |||||||
ANNEX A
Restrictive Covenants1
1.Generally. The Participant’s right to Severance Benefits shall be further conditioned upon the Participant’s compliance with the provisions of this Annex A. In the event the Participant fails to comply with any of the provisions of this Annex A, the Participant shall repay to the Company any Severance Benefits that the Participant previously received, and no further Severance Benefits shall be payable to the Participant under the Plan.
2.Definitions. As used in this Annex A, the following terms shall have the following meanings:
“Business” means any specific line of business, or any product or service offering, in which the Company is engaged during the Participant’s employment and as to which the Participant had responsibilities or received Proprietary Information.
“Competing Business” means any Person which, wholly or in any significant part, engages in any business competing with the Business in the Restricted Area.
“Governmental Authority” means any governmental, quasi-governmental, state, county, city or other political subdivision of the United States or any other country, or any agency, court or instrumentality, foreign or domestic, or any statutory or regulatory body thereof.
“Legal Requirement” means any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization, or other directional requirement of any Governmental Authority.
“Prohibited Period” means, with respect to any Participant, the period during which the Participant is employed by the Company and (i) the 24-month period beginning on the Termination Date, for a Tier 1 Participant or a Tier 2 Participant, (ii) the 18-month period beginning on the Termination Date, for a Tier 3 Participant, and (iii) the 12-month period beginning on the Termination Date, for a Tier 4 Participant.
“Proprietary Information” includes all confidential or proprietary scientific or technical information, data, formulas and related concepts, business plans (both current and under development), client lists, promotion and marketing programs, trade secrets, or any other confidential or proprietary business information relating to the business of the Company, whether in written or electronic form of writings, correspondence, notes, drafts, records, maps, invoices, technical and business logs, policies, computer programs, disks or otherwise. Proprietary Information does not include information that is or becomes publicly known through lawful means.
___________________________________________
1 These restrictive covenants are subject to modification for any individual participant to the extent necessary to reflect local law requirements applicable to the participant.
| 515455016.3 | A-3 | |||||||
“Restricted Area” means any state or, if outside the United States, any country or subdivision thereof in which the Company (i) is then currently engaged in the Business, (ii) has engaged in the Business during the preceding two years, or (iii) is actively pursuing business opportunities for the Business, and in each such case the Participant either (x) received Proprietary Information about the Company’s operations in such location or (y) worked for the Company in such location during the preceding two years.
3.Confidential Treatment. The Participant acknowledges and agrees that the Participant has acquired, and will in the future acquire as a result of the Participant’s employment by the Company or otherwise, Proprietary Information of the Company which is of a confidential or trade secret nature, and all of which has a great value to the Company and is a substantial basis and foundation upon which the Company’s business is predicated. Accordingly, other than in the legitimate performance of the Participant’s job duties, the Participant agrees:
(a)to regard and preserve as confidential at all times all Proprietary Information;
(b)to refrain from publishing or disclosing any part of the Proprietary Information and from using, copying or duplicating it in any way by any means whatsoever; and
(c)not to use on the Participant’s own behalf or on behalf of any third party or to disclose the Proprietary Information to any person or entity without the prior written consent of Oceaneering.
4.Property of the Company. The Participant acknowledges that all Proprietary Information and other property of the Company which the Participant accumulates during the Participant’s employment with the Company are the exclusive property of the Company. Upon the termination of the Participant’s employment with the Company, or at any time upon the Company’s request, the Participant shall surrender and deliver to the Company (and not keep, recreate or furnish to any third party) any and all work papers, reports, manuals, documents and the like (including all originals and copies thereof) in the Participant’s possession which contain Proprietary Information relating to the business, prospects or plans of the Company. Further, the Participant agrees to use reasonable efforts to search for and delete all Company information, including Proprietary Information, from the Participant’s computer, smartphone, tablet, or any other personal electronic storage devices (excluding, in each case, routine automatic backups that the Participant cannot reasonably access), other than payroll information or other financial information that the Participant may need for Participant’s tax filings, and, upon request, certify to the Company that the Participant has completed this search and deletion process.
5.Cooperation. The Participant agrees that, following any termination of the Participant’s employment with the Company, the Participant will not disclose, or cause to be disclosed, any Proprietary Information, unless (in any such case) required by court order. Pursuant to the Defend Trade Secrets Act of 2016, the Participant shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Proprietary Information that (i) is made (A) in confidence to a Federal, state or local government official,
| 515455016.3 | A-4 | |||||||
either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company may seek the assistance, cooperation or testimony of the Participant following any such termination in connection with any investigation, litigation or proceeding arising out of matters within the knowledge of the Participant and related to his or her employment by the Company, and in such instance, the Participant shall provide such assistance, cooperation or testimony and Oceaneering shall pay the Participant’s reasonable costs and expenses in connection therewith.
6.Non-Competition; Non-Solicitation.
(a)The Participant and Oceaneering agree to the non-competition and non-solicitation provisions of this Section 6: (i) in consideration for the Proprietary Information provided by the Company to the Participant; and (ii) to protect the Proprietary Information of the Company disclosed or entrusted to the Participant by the Company or created or developed by the Participant for the Company, the business goodwill of the Company developed through the efforts of the Participant and the business opportunities disclosed or entrusted to the Participant by the Company.
(b)Subject to the exceptions set forth in Section 6(c), the Participant expressly covenants and agrees that, during the Prohibited Period: (i) the Participant will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area; and (ii) the Participant will not, directly or indirectly, perform duties for, or provide services to, a Competing Business in the Restricted Area in any capacity that is the same as or substantially similar to the functions the Participant performed for the Company during the preceding two years, or that would reasonably be expected to require use or disclosure of the Proprietary Information.
(c)Notwithstanding the restrictions contained in Section 6(b), the Participant may own an aggregate of not more than 1% of the outstanding capital stock or other equity security of any class of any corporation or other entity engaged in a Competing Business, if such capital stock or other equity security is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 6(b), provided that the Participant does not have the power, directly or indirectly, to control or direct the management or affairs of any such corporation or other entity and is not involved in the management of such corporation.
(d)The Participant further expressly covenants and agrees that, during the Prohibited Period, the Participant will not: (i) engage or employ, or solicit or contact with a view to the engagement or employment of, any person who is an officer or employee of the Company; or (ii) canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away from the Company any person who or which is or was a customer of the Company, during the preceding two years, and, in each case, either (x) about which the Participant received Proprietary Information or (y) with which the Participant had contact or dealings on behalf of the Company.
| 515455016.3 | A-5 | |||||||
(e)The Participant expressly recognizes that the Participant is a key employee and an important member of the management or research and development team who will be provided with access to Proprietary Information and trade secrets as part of the Participant’s employment and that the restrictive covenants set forth in this Annex A are reasonable and necessary in light of the Participant’s position and access to the Proprietary Information.
7.Non-Disparagement. The Participant agrees that, following any termination of the Participant’s employment with the Company, the Participant will not make, publish, or communicate in any public forum or to the media any maliciously false, defamatory, or disparaging remarks, comments, or statements, whether orally or in writing, concerning the Company, the management of the Company, any product or service provided by the Company or the future prospects of the Company. Nothing in this paragraph is intended, or shall be interpreted, to restrict rights under Section 7 of the National Labor Relations Act, including rights to engage in concerted activities, or to preclude truthful testimony or filings with any Governmental Authority.
8.Relief. The Participant and Oceaneering agree and acknowledge that the limitations as to time, geographical area and scope of activity to be restrained as set forth in this Annex A are reasonable and do not impose any greater restraint than is necessary to protect the legitimate business interests of the Company. The Participant and Oceaneering also acknowledge that money damages would not be sufficient remedy for any breach of this Annex A by the Participant, and the Company shall be entitled to enforce the provisions of this Annex A by terminating any Severance Benefits then owing to the Participant under the Plan or otherwise and to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Annex A A but shall be in addition to all remedies available at law or in equity, including the recovery of damages from the Participant and the Participant’s agents. However, if it is determined that the Participant has not committed a breach of this Annex A, then the Company shall resume the Severance Benefits due under the Plan and pay to the Participant all Severance Benefits that had been suspended pending such determination.
9.Reasonableness; Enforcement. The Participant acknowledges and agrees that the geographic scope and duration of the covenants contained in this Annex A are fair and reasonable in light of: (a) the nature and wide geographic scope of the operations of the Business; (b) the Participant’s level of control over and contact with the Business in all jurisdictions in which it is conducted; (c) the fact that the Business is conducted throughout the Restricted Area; and (d) the amount of compensation and Proprietary Information that the Participant is receiving in connection with the performance of the Participant’s duties for the Company. It is the desire and intent of the Participant and Oceaneering that the provisions of this Annex A be enforced to the fullest extent permitted under applicable Legal Requirements, whether now or hereafter in effect and, therefore, to the extent permitted by applicable Legal Requirements, the Participant and Oceaneering hereby waive the application of any provision of applicable Legal Requirements that would render any provision of this Annex A invalid or unenforceable, in whole or in part.
| 515455016.3 | A-6 | |||||||
10. Reformation. The Company and the Participant agree that the foregoing restrictions are reasonable under the circumstances and that any breach of the covenants contained in this Annex A would cause irreparable injury to the Company. The Participant expressly represents that enforcement of the restrictive covenants set forth in this Annex A will not impose an undue hardship upon the Participant or any Person affiliated with the Participant. Further, the Participant acknowledges that the Participant’s skills are such that the Participant can be gainfully employed in non-competitive employment, and that the restrictive covenants will not prevent the Participant from earning a living. Nevertheless, if any of the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions herein set forth to be modified by the court making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced.
11.Protected Disclosures. Notwithstanding any provision to the contrary in the Plan or this Annex A, nothing in the Plan or this Annex A prohibits the Participant from reporting possible violations of law or regulation to any governmental agency or entity, including the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Nothing in the Plan or this Annex A limits the Participant’s ability to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. Additionally, the Participant and Oceaneering acknowledge and agree that the Participant does not need the prior authorization of the Company to make any such reports or disclosures, and the Participant is not required to notify the Company or any of its affiliates that the Participant has made such reports or disclosures.
12.Independence of Covenants. The covenants contained in this Annex A shall operate independently from any similar covenants contained in any other plan maintained by the Company in which the Participant participates or any individual agreement entered into between the Participant and the Company.
| 515455016.3 | A-7 | |||||||
EXHIBIT B
WAIVER AND RELEASE OF CLAIMS
Reference is made in this waiver and release of claims (this “Release”) to the Oceaneering International, Inc. Change of Control Plan, as amended from time to time (the “Plan”). Capitalized terms used but not defined in this Release have the meanings assigned to them in the Plan.
1.Release. By signing this Release, you hereby, for your own self and on behalf of your heirs, executors, administrators, and assigns, agree to and do hereby RELEASE, ACQUIT, WAIVE and FOREVER DISCHARGE (i) the Company; (ii) any past or present director, officer, employee or agent of the Company, in their individual and official capacities; (iii) the Company’s representatives, predecessors, successors-in-interest, and affiliated companies; and (iv) the present and former shareholders, agents, attorneys, fiduciaries, insurers, heirs, administrators, executors, successors and assigns of any of the foregoing entities and persons named in clauses (i), (ii) and (iii) and any other person, firm or corporation for which any of the foregoing entities and persons named in clauses (i), (ii) and (iii) may be legally responsible or which may be legally responsible for any of them (all collectively, the “Released Parties”), in each case, from any and all claims, liabilities, demands, and causes of action of whatsoever nature, accrued or unaccrued, known or unknown, fixed or contingent, which you may have or claim to have against any of the Released Parties occurring during, arising out of, or related to your employment and/or termination of employment with the Company and/or as a result of any other matter arising through the date of your signature on this Release. This release, acquittal, waiver and discharge includes, but is not limited to, claims arising under federal, state or local laws, whether equitable or legal, causes of action for breach of express or implied written or oral contract, promissory estoppel, tortious interference with contract, claims for personal injury or harm, negligence, intentional infliction of emotional injury, fraud, negligent misrepresentation, negligent supervision, libel, slander, sexual orientation or preference discrimination, race or color discrimination, invasion of privacy, religious discrimination, sex or gender discrimination, national origin discrimination, harassment, wrongful termination, violations of [Chapters 21, 61 and 451 of the Texas Labor Code]2, violations of the Worker Adjustment and Retraining Notification (WARN) Act, violations of Title VII of the Civil Rights Act 1964, violations of the Civil Rights Act of 1866 (42 U.S.C. § 1981), violations of the Age Discrimination in Employment Act, violations of the Older Workers’ Benefit Protection Act, violations of the Genetic Information Nondiscrimination Act, violations of the Occupational Safety and Health Act, violations of the National Labor Relations Act, violations of the Americans with Disabilities Act, violations of the Family Medical Leave Act, violations of the Fair Labor Standards Act or the Equal Pay Act, violations of the Fair Credit Reporting Act, violations of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or the Employee Retirement Income Security Act of 1974, and any similar federal, state and local laws,
___________________________________________
2 If the Participant is located in a state other than Texas, references to that state’s applicable laws will be added.
B-1 | ||||||||
worker’s compensation violations, retaliation for exercise of protected rights, employee health or disability benefit compensation violations, disability or handicap discrimination, loss of consortium, mental anguish, pain and suffering, lost past or future wages, lost past or future bonuses or commissions, vacation or sick pay, pension benefits, costs, punitive or exemplary damages, attorney’s fees, and pre- or post-judgment interest.
2.Settlement. You agree to and hereby accept the Severance Benefits in full compromise and settlement of all claims, demands, causes of action of whatsoever nature accrued or unaccrued, federal or state, equitable or legal occurring during, arising out of or related to your employment and/or termination of employment with the Company, including but not limited to the claims referenced in Section 1.
3.Forfeiture and Recovery of Severance Benefits. If you, or anyone acting on your behalf, breaches any representation or any obligation under this Release or the Plan, including without limitation the Covenants, the Company may, in addition to any other legal or equitable remedies it may have, terminate all Severance Benefits not yet paid or provided to you and recover all Severance Benefits previously paid or provided to you.
4.Exclusions. Excluded from this Release are any claims or rights that cannot be waived by law. Also excluded from this Release is your right to (a) file for workers’ compensation or unemployment compensation, (b) file a charge with an administrative agency or participate in any agency investigation, or (c) receive unpaid wages or vested employee benefits that are due.
5.Acknowledgments. You hereby warrant and represent that you have not (a) filed or caused to be filed any claim against the Released Parties, whether past or present, with any administrative agency, court of law or other tribunal, (b) assigned, sold, delivered, transferred or conveyed any rights you have asserted or may have against any of the aforementioned parties to any person or entity, in each case, with respect to any claims being released hereby, (c) assisted or advised any directors, officers, shareholders, employees or agents of any of the aforementioned parties with respect to the pursuit or evaluation of any claim against any of the aforementioned parties, or (d) engaged in the course of your employment with or services to the Company in (i) any fraudulent, tortious or illegal activity or (ii) any violation of a material policy of the Company that would cause the Company demonstrable material harm.
6.Advised to Seek Consultation. You understand that Section 1 above includes a release of claims under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act. You understand that this Release does not waive rights or claims that arise after the date that you execute this Release. Further, you are advised to consult with legal counsel regarding this Release.
7.Consideration Period. You acknowledge that you have had adequate time to review and consider this Release, and, as a result, enter into this Release willingly and voluntarily. You
B-2 | ||||||||
acknowledge that you have until [DATE], which is at least [[21] [45]]3 days after the date that you received this Release, to review and consider this Release.
8.Revocation Period. You understand that you have a period of seven days after the date that you execute this Release during which you may notify the Company that you revoke this Release. If you decide to revoke this Release, notice of revocation must be provided prior to the expiration of the seven-day revocation period to the email address included on the signature page of this Release. This Release will not become effective until after the revocation period expires. If you revoke this Release, you will not receive any of the Severance Benefits. If you timely execute and do not revoke this Release, then this Release, and your entitlement to the Severance Benefits, will become effective on the eighth day after you execute this Release.
9.Agreement Not to Sue. You agree not to sue in any local, state or federal court regarding or relating in any way to your employment with, or termination of employment from, the Company, unless suit is necessary to enforce your rights under the Plan.
10.Non-Admissions. The fact and terms of this Release, and the furnishing of consideration for this Release, are not an admission by the Company of liability or other wrongdoing under any law, but rather such liability is expressly denied. You acknowledge that the parties contemplate an unequivocal, complete and final dissolution of the employment relationship.
11.Severability. If any provision of this Release is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Release in full force and effect.
12.Entire Agreement. This Release (together with the Plan and the Participation Agreement) sets forth the entire agreement between the parties hereto and fully supersedes any prior agreements or understandings between the parties as to its subject matter. You acknowledge that you have not relied on any representations, promises or agreements of any kind made to you in connection with your decision to accept this Release except for those set forth in this Release, the Plan and the Participation Agreement.
13.Binding Agreement. This Release shall be binding upon and inure to the benefit of (a) your heirs, successors, personal representatives and legal representatives and (b) any successor of the Company.
14.Dispute Resolution. Section 5.2 of the Plan is incorporated by reference into this Release.
[Signature page follows]
___________________________________________
3 21 days will be included here, unless the Participant is over age 40 and the Company determines that the Participant’s termination was in connection with an “exit incentive or other employment termination program” (as defined in the Older Workers’ Benefit Protection Act), in which case 45 days will be included here.
B-3 | ||||||||
If you accept and agree to the terms of this Release, within the time frame described in this Release, please sign on the appropriate line below and return by email to the Company's General Counsel.
BY SIGNING THIS RELEASE, I ACKNOWLEDGE THAT I HAVE HAD THE OPPORTUNITY TO CONSULT WITH A LEGAL ADVISOR OF MY CHOICE, THAT I HAVE CAREFULLY REVIEWED AND CONSIDERED THIS RELEASE, THAT I UNDERSTAND THE TERMS OF THIS RELEASE, AND THAT I VOLUNTARILY AGREE TO THE TERMS OF THIS RELEASE.
______________________________________
[Participant]
______________________________________
Date
[Signature Page to Release]
Exhibit 10.3
OCEANEERING INTERNATIONAL, INC.
EXECUTIVE LEADERSHIP TEAM SEVERANCE PLAN
(Effective as of March 17, 2026)
ARTICLE I
GENERAL
The provisions of this Plan shall be effective as of March 17, 2026 and shall remain in effect, subject to the right of the Board or the Committee to amend or terminate this Plan at any time pursuant to Section 4.5. The rights, if any, of any person hereunder shall be determined pursuant to this Plan as in effect on the date such person ceases to be an employee of the Company, unless a subsequently adopted provision of this Plan is applicable to such person in accordance with the provisions of Section 4.5.
ARTICLE II
DEFINITIONS AND USAGE
2.1Definitions. Wherever used in this Plan, the following words and phrases shall have the meaning set forth below unless the context plainly requires a different meaning:
(a)“Award” means an award granted under the Incentive Plan.
(b)“Base Salary” means, with respect to a Participant, the Participant’s annual base salary as in effect as of immediately prior to the Termination Date; provided that if the Participant resigns for Good Reason due to a material reduction by the Company in the Participant’s annual base salary, then “Base Salary” means the Participant’s annual base salary as in effect as of immediately prior to such material reduction.
(c)“Board” means the Board of Directors of Oceaneering.
(d)“Cause” means, with respect to a Participant, the Participant’s:
(i)conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving fraud, dishonesty or moral turpitude;
(ii)gross negligence or willful misconduct in the performance of the Participant’s duties that is materially injurious to the Company;
(iii)material breach of the Company’s written policies (including its Code of Conduct) or material breach of a material contractual obligation to the Company; or
(iv)willful and continued failure to perform material job duties, after written notice from the Company and a reasonable opportunity to cure such failure.
514904415.8
For clause (ii) or (iv), an act or omission done in good faith and in the Participant’s reasonable belief that it was in the Company’s best interest shall not constitute Cause.
(e)“CEO” means the Chief Executive Officer of Oceaneering.
(f)“Change of Control Plan” means the Oceaneering International, Inc. Change of Control Plan, as amended from time to time.
(g)“Code” means the Internal Revenue Code of 1986, as amended.
(h)“Committee” means the Compensation Committee of the Board or such other committee of the Board as may be designated by the Board, from time to time, to administer this Plan.
(i)“Company” means, collectively, Oceaneering and its subsidiaries.
(j)“Disability” means, with respect to a Participant, the Participant’s continuing full-time absence from the Participant’s 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, with such need for absence and the anticipated duration to be determined solely by a medical physician of the Participant’s choice who is approved by Oceaneering, which approval shall not be unreasonably withheld.
(k)“Eligible Executive” means (i) the CEO, (ii) the Chief Financial Officer, the Chief Operating Officer, the Chief Legal Officer, the Chief HR Officer, or the Chief Commercial Officer, in each case, of Oceaneering, or (iii) any other officer of Oceaneering who is designated by the Board as an “Eligible Executive”.
(l)“Exchange Act” means the Securities Exchange Act of 1934, as amended.
(m)“Good Reason” means, with respect to a Participant, any of the following without the Participant’s prior written consent:
(i)a material diminution of the Participant’s position, authority, duties, or responsibilities (including a requirement to report to a lower-level officer);
(ii)a material reduction in the Participant’s Base Salary, Target Annual Short-Term Incentive, or Target Long-Term Incentive (other than an across-the-board reduction of similar percentage for all peer executives);
(iii)a material reduction in the aggregate value of the Participant’s benefits and perquisites (including failure to continue any material benefit plan, or any action that substantially reduces the Participant’s overall benefits);
(iv)relocation of the Participant’s principal office by more than 50 miles from its current location; or
| 514904415.8 | 2 | |||||||
(v)material breach of a material contractual obligation to the Participant (including failure of any successor to assume such obligation);
provided, however, that no later than 30 days after learning of the action (or inaction) described herein as the basis for a termination of employment for Good Reason, the Participant shall advise Oceaneering in writing that the action (or inaction) constitutes grounds for a termination of the Participant’s employment for Good Reason, in which event Oceaneering shall have 30 days (the “Cure Period”) to correct such action (or inaction). If such action (or inaction) is not corrected prior to the end of the Cure Period, then the Participant may terminate the Participant’s employment with the Company for Good Reason within the 30-day period following the end of the Cure Period by giving written notice to Oceaneering. If such action (or inaction) is corrected before the end of the Cure Period, then the Participant shall not be entitled to terminate the Participant’s employment for Good Reason as a result of such action (or inaction).
(n)“Incentive Plan” means the 2020 Incentive Plan of Oceaneering, as may be amended and/or restated from time to time, or any successor plan thereto.
(o)“Oceaneering” means Oceaneering International, Inc., a Delaware corporation.
(p)“Participant” means an Eligible Executive who timely executes and returns to the Committee (or its delegate) the Participation Agreement.
(q)“Participation Agreement” means a written or electronic document, substantially in the form attached hereto as Exhibit A, executed by an Eligible Executive, pursuant to which the Eligible Executive (i) acknowledges that the Eligible Executive has been designated to be a Participant and agrees to the terms and conditions of this Plan and (ii) accepts and acknowledges that the Eligible Executive is subject to the restrictive covenants set forth in Annex A to the Participation Agreement.
(r)“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).
(s)“Plan” means this Oceaneering International, Inc. Senior Executive Severance Plan, as amended from time to time.
(t)“Short-Term Incentive Award Program” means for each year, Oceaneering’s fiscal year short-term incentive program, or any other such program adopted by the Board or the Committee, which provides for the payment of additional incentive compensation contingent on achievement of specified performance targets for that specific year.
| 514904415.8 | 3 | |||||||
(u)“Target Long-Term Incentive” means, with respect to a Participant, the Participant’s target long-term incentive opportunity for the year in which the Termination Date occurs, or if no such target opportunity has been established for such year, the Participant’s most recent target long-term incentive opportunity
(v)“Target Short-Term Incentive” means, with respect to a Participant, the Participant’s target short-term incentive opportunity under the Short-Term Incentive Award Program for the year in which the Termination Date occurs, or if no such target opportunity has been established for such year, the Participant’s most recent target short-term incentive opportunity.
(w)“Termination Date” means, with respect to a Participant, the date the Participant’s employment with the Company terminates, which date is the final date of the Participant’s employment with the Company; provided, however, that such termination is a “Separation from Service” (within the meaning of Code Section 409A and Treasury Regulation § 1.409A-1(h)(3) (or any successor regulations or guidance thereto)).
ARTICLE III
SEVERANCE BENEFITS AND REQUIREMENTS
3.1Severance Benefits. If a Participant’s employment is terminated by the Company without Cause or by the Participant for Good Reason, then subject to the requirements set forth in Section 3.2, the Participant shall be entitled to the following payments and benefits (collectively, the “Severance Benefits”):
(a)Base Salary and Target Short-Term Incentive Payments. The Participant will receive payments in an aggregate amount equal to the product of (i) one (or two, for the CEO), multiplied by (ii) the sum of the Base Salary plus the Target Short-Term Incentive, payable in substantially equal installments in accordance with the Company’s usual payroll practices during the period beginning on the Termination Date and ending on the 12-month anniversary of the Termination Date (or the 24-month anniversary of the Termination Date, for the CEO); provided that any such installments that would otherwise be payable prior to the Release Effective Date will be accumulated and paid on the first regularly scheduled payroll date following the Release Effective Date.
(b)Prorated Short-Term Incentive. With respect to the short-term incentive that the Participant was eligible to earn for the year in which the Termination Date occurs, the Participant will receive payment of a prorated portion of such short-term incentive, in the amount, if any, determined based on actual performance for such year in accordance with the terms of the applicable Short-Term Incentive Award Program (provided that any performance goals that are based on individual performance of the Participant will be deemed met at target), with such proration calculated based on the number of days that the Participant was employed by the Company during such year, payable on the regular payment date under such plan.
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(c)Standard Health Plans. To the extent that, as of immediately prior to the Termination Date, the Participant and the Participant’s eligible dependents, if applicable, were covered under the Company’s medical, dental and vision plans (other than the supplemental health plan referenced in Section 3.1(d)), the Participant will receive payments in an aggregate amount equal to the Company’s portion of the monthly premium for such coverage the period beginning on the Termination Date and ending on the 12-month anniversary of the Termination Date (or the 18-month anniversary of the Termination Date, for the CEO), payable in substantially equal installments in accordance with the Company’s usual payroll practices during such period; provided that any such installments that would otherwise be payable prior to the Release Effective Date will be accumulated and paid on the first regularly scheduled payroll date following the Release Effective Date. For clarity, the Participant will not be required to elect to continue to participate in such plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 to receive the payments described in this Section 3.1(c).
(d)Supplemental Executive Health Plan. If, as of immediately prior to the Termination Date, the Participant and the Participant’s eligible dependents, if applicable, were covered under the Company’s supplemental health plan for executives, if any, then to the extent permitted by the terms of such plan, the Participant will be entitled to elect to continue such coverage at the same cost to the Participant as for active senior executives, for the period beginning on the Termination Date and ending on the 12-month anniversary of the Termination Date (or the 18-month anniversary of the Termination Date, for the CEO).
(e)Time-Based Awards. With respect to each unvested Award held by the Participant as of immediately prior to the Termination Date that was scheduled to vest based solely on the Participant’s continued employment through one or more specified dates following the Termination Date, effective as of the Release Effective Date, a prorated portion of such Award will vest, with such proration calculated based on the number of days that the Participant was employed by the Company during the applicable vesting period. For clarity, the remaining portion of such Award will be forfeited as of the Termination Date.
(f)Performance-Based Awards. With respect to each unvested Award held by the Participant as of immediately prior to the Termination Date that was scheduled to vest based on achievement of specified performance goals for a performance period ending after the Termination Date, effective as of the Release Effective Date, a prorated portion of such Award will remain outstanding as of the last day of such performance period and will remain eligible to vest based on actual performance for such performance period, with such proration calculated based on the number of days that the Participant was employed by the Company during such performance period (and to the extent that such portion does not vest based on actual performance, such portion will be forfeited as of the last day of such performance period). For clarity, the remaining portion of such Award will be forfeited as of the Termination Date.
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(g)Prior Year Short-Term Incentive. If the Termination Date occurs prior to the date on which the Participant receives payment of the short-term incentive, if any, earned by the Participant for the year prior to the year in which the Termination Date occurs, the Participant will receive payment of such short-term incentive, in the amount, if any, determined based on actual performance for such year in accordance with the terms of the applicable Short-Term Incentive Award Program, payable on the regular payment date under such plan; provided that if such regular payment date is prior to the Release Effective Date, then the Participant will receive such payment on the first regularly scheduled payroll date following the Release Effective Date.
(h)Outplacement. During the period beginning on the Release Effective Date and ending on the 12-month anniversary of the Termination Date (or the 24-month anniversary of the Termination Date, for the CEO), outplacement services will be made available to the Participant through a service provider selected by the Company; provided that the aggregate cost of such services will not exceed $25,000 (or $50,000, for the CEO).
3.2Requirements for Severance Benefits. A Participant’s entitlement to the Severance Benefits is subject to the following requirements:
(a)Release. The Participant must execute, deliver to the Company and not revoke a waiver and release of claims (a “Release”) substantially in the form attached hereto as Exhibit B (subject to any modifications thereto as the Committee reasonably determines are necessary to meet the requirements of applicable law) that becomes effective and irrevocable by no later than 60 days after the Termination Date (the date on which the Release becomes effective and irrevocable, the “Release Effective Date”).
(b)Restrictive Covenants. The Participant must comply with the restrictive covenants (the “Covenants”) set forth in Annex A to the Participation Agreement. In the event a Participant fails to comply with any of the Covenants, the Participant shall repay to the Company any Severance Benefits that the Participant previously received, and no further Severance Benefits shall be payable to the Participant under this Plan.
3.3No Mitigation through Subsequent Employment. No Participant shall be required to mitigate the amount of any payment provided for in this Plan by seeking other employment, nor shall the amount of any payment provided for in this Plan be reduced by any compensation earned by a Participant as the result of employment by another Person after the Termination Date.
3.4No Duplication of Severance Benefits. Notwithstanding anything in this Plan to the contrary, no Severance Benefits will be payable under this Plan to a Participant whose employment is terminated by the Company without Cause or by the Participant for Good Reason if the Participant is eligible for severance benefits in connection with such termination under the Change of Control Plan or any individual agreement entered into between the Participant and the Company (other than any agreement that sets forth the terms applicable to an Award).
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ARTICLE IV
MISCELLANEOUS PROVISIONS
4.1Notices. All notices and other communications pursuant to or in connection with this Plan 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: (a) if to the Company, at Oceaneering’s principal office address or such other address as Oceaneering may have designated by written notice for purposes hereof, directed to the attention of the Chair of the Committee, in the care of Oceaneering’s Secretary, and (b) if to a Participant, at the Participant’s residence address, as reflected in the records of the Company, or to such other address as the Participant may have designated to Oceaneering in writing for purposes of this Plan.
4.2Dispute Resolution.
(a)Governing Law. This Plan 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 any choice of law principles that would result in the application of the laws of another jurisdiction, except to the extent preempted by U.S. federal law.
(b)Jurisdiction and Venue. If any dispute arises with respect to any action, suit or other legal proceeding pertaining to this Plan or to the interpretation of or enforcement of a Participant’s rights under this Plan, Oceaneering and the Participant: (i) agree that exclusive jurisdiction for any such suit, action or legal proceeding shall be in the federal or state courts situated in Houston, Harris County, Texas; (ii) 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; (iii) each waive any objection to the laying of venue of any such suit, action or legal proceeding in any of such court; and (iv) each agree to waive all rights to a trial by jury.
4.3 Code Section 409A.
(a)Interpretation. This Plan is intended to comply with or be exempt from the requirements of Code Section 409A and the regulations thereunder (“Section 409A”) and shall be construed and interpreted in accordance with such intent. To the extent any Severance Benefit provided under this Plan is subject to Section 409A, such Severance Benefit shall be provided in a manner that complies with Section 409A.
(b)Delay of Payment. To the extent required to comply with Section 409A (as determined by Oceaneering), if a Participant is a “specified employee,” as determined by Oceaneering, as of the Termination Date, then all Severance Benefits due under this Plan that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a “separation from service” within the meaning of Section 409A, and that would otherwise be paid or provided during the first six months following the Termination Date, shall be accumulated through and paid or provided on the first business day that is more than six months after the Termination Date (or, if the Participant dies
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during such six-month period, within 90 days after the Participant’s death). Each payment under this Plan, including each payment in a series of installment payments, is intended to be a separate payment for purposes of Treasury Regulation § 1.409A-2(b).
(c)Reimbursements and In-Kind Benefits. All reimbursements and in-kind benefits provided pursuant to this Plan shall be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv), such that any reimbursements or in-kind benefits will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (i) the amounts reimbursed and in-kind benefits provided under this Plan, other than total reimbursements that are limited by a lifetime maximum under a group health plan, during a Participant’s taxable year may not affect the amounts reimbursed or in-kind benefits provided in any other taxable year, (ii) the reimbursement of an eligible expense shall be made on or before the last day of a Participant’s taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit.
4.4Clawback. This Plan and each Participation Agreement shall be subject to any clawback policy of the Company in effect from time to time.
4.5Amendment or Termination. The Board or the Committee may amend (in whole or in part) or terminate this Plan and any Participation Agreement at any time. Notwithstanding the foregoing, no termination or amendment of this Plan or any Participation Agreement shall reduce or terminate a Participant’s right to receive, or continue to receive, any Severance Benefits that became payable in respect of a termination of the Participant’s employment that occurred prior to, or that occurs within 90 days after, the date of such termination or amendment of this Plan or the Participation Agreement.
4.6Administration.
(a)The Committee shall have full and final authority, subject to the express provisions of this Plan, with respect to designation of the Participants and administration of this Plan, including the authority to construe and interpret any provisions of this Plan and to take all other actions deemed necessary or advisable for the proper administration of this Plan, and such decisions shall be binding on all parties.
(b)Oceaneering shall indemnify and hold harmless each member of the Committee and any other employee of the Company who acts at the direction of the Committee against any and all expenses and liabilities arising out of such person’s administrative functions or fiduciary responsibilities, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such member in the performance of such functions or responsibilities, but excluding expenses and liabilities that are caused by or result from such member’s or employee’s own gross negligence or willful misconduct. Expenses against which such member or employee shall be indemnified hereunder shall include, without limitation, the amounts of
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any settlement or judgment, costs, counsel fees and related charges incurred in connection with a claim asserted or a proceeding brought or settlement thereof.
4.7Company Successors. This Plan shall be binding upon and inure to the benefit of Oceaneering, its successors and assigns (including, without limitation, any company into or with which Oceaneering may merge or consolidate).
4.8No Assignment by Participants. A Participant’s right to receive Severance Benefits hereunder shall not be assignable or transferable, whether by pledge, creation or a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Section 4.8, the Company shall have no liability to pay any amount so attempted to be assigned or transferred. The benefits under this Plan shall inure to the benefit of and be enforceable by a Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
4.9Tax Withholding. The Company may withhold from any Severance Benefits payable under this Plan all federal, state, city or other taxes as may be required pursuant to any law or governmental regulation or ruling.
4.10No Employment Rights Conferred. This Plan shall not be deemed to create a contract of employment between a Participant and the Company or any other Person. Nothing contained in this Plan shall (a) confer upon a Participant any right with respect to continuation of employment with the Company or any other Person or (b) subject to the rights and benefits of a Participant hereunder, interfere in any way with the right of the Company to terminate the Participant’s employment at any time.
4.11Entire Plan. This Plan and the Participation Agreement contain the entire understanding of each Participant and the Company with respect to the subject matter herein. There are no restrictions, agreements, promises, warranties, covenants or undertakings between a Participant and the Company with respect to the subject matter herein other than those expressly set forth herein and in the Participation Agreement.
4.12Severability. If any provision of this Plan is, becomes or is deemed to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Plan shall not be affected thereby.
4.13Headings. The titles and headings to Sections contained in this Plan are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan.
4.14Construction. Whenever the context requires, the gender of all words used in this Plan includes the masculine, feminine and neuter and terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless otherwise specified, all references to Articles or Sections refer to articles or sections of this Plan. As used herein: (i) the word “includes” or “including” means “including, but not limited to,” unless the context otherwise
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requires; (ii) the words “shall” and “will” are used interchangeably and have the same meaning; (iii) the words “this Plan,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Plan shall refer to this Plan as a whole and not any particular Section in which such words appear; and (iv) the word “or” shall have the inclusive meaning represented by the phrase “and/or” unless the context requires otherwise. A defined term has its defined meaning throughout this Plan, regardless of whether it appears before or after the place where it is defined.
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Exhibit A
OCEANEERING INTERNATIONAL, INC.
EXECUTIVE LEADERSHIP TEAM SEVERANCE PLAN
PARTICIPATION AGREEMENT
This Participation Agreement (this “Agreement”) is entered into by and between Oceaneering International, Inc., a Delaware corporation (“Oceaneering”), and the undersigned (the “Participant”), effective as of [●] (the “Participation Effective Date”), pursuant to the Oceaneering International, Inc. Executive Leadership Team Severance Plan, effective as of March 17, 2026, as it may be amended from time to time (the “Plan”), in accordance with the terms and conditions of the Plan. Capitalized terms not defined in this Agreement (including in Annex A hereto) shall have the meaning ascribed to them in the Plan.
Subject to the timely execution and return of this Agreement to [Title or Name], as of the Participation Effective Date, the Participant is an Eligible Executive under the Plan (as notified by Oceaneering).
The Participant agrees that the terms and conditions of the Plan and this Agreement will govern the Participant’s eligibility for any Severance Benefits provided under the Plan, and the Participant further acknowledges and agrees that:
1.The Participant has received a copy of the Plan and has read and understood all of the terms and condition of the Plan.
2.Except as otherwise provided in the Plan, the Participant’s participation in the Plan may change or cease at any time by action of Oceaneering or as otherwise provided under the Plan’s terms and conditions (including, but not limited to, a change in the Participant’s employment position).
3.The payment or receipt of any Severance Benefits is contingent upon, and subject to, the Participant’s execution and timely delivery to Oceaneering (or its designee) of a Release.
4.In exchange for participation in the Plan and the potential payment or receipt of any Severance Benefits, the Participant is subject to, and will comply with, all of the restrictive covenants (the “Covenants”) that are attached as Annex A to this Agreement. If the Committee (or its delegate) determines that the Participant has breached any of the Covenants, all remedies available under the Plan and by law shall be available to Oceaneering, which may include the Participant’s forfeiture or reimbursement of all or a portion of the Severance Benefits subject to this Agreement.
The Plan and this Agreement are governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of Texas, without regard to any choice of law principles that would result in the application of the laws of another jurisdiction, except to the extent preempted by U.S. federal law. If any dispute arises with respect to any action, suit or
514904415.8
other legal proceeding pertaining to the Plan or to the interpretation of or enforcement of the Participant’s rights under the Plan, Oceaneering and the Participant:
(i) agree that exclusive jurisdiction for any such suit, action or legal proceeding is the federal or state courts situated in Houston, Harris County, Texas;
(ii) 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;
(iii) waive any objection either may have to the laying of venue of any such suit, action or legal proceeding in any of such court; and
(iv) waive all rights to a trial by jury.
Participation in the Plan and entering into this Agreement (x) do not create a contract of employment or provide for continuation of employment with Oceaneering or any of its subsidiaries or other affiliates, or (y) preclude the termination of the Participant’s employment at any time by Oceaneering or, if applicable, any of its subsidiaries or other affiliates.
The Participant agrees and acknowledges that this Agreement and the Plan contain the entire understanding of the Participant and the Company with respect to Severance Benefits provided under the Plan and that this Agreement supersedes and replaces any prior Participation Agreement (and any other prior or contemporaneous written or oral agreements or promises).
OCEANEERING INTERNATIONAL, INC.
By:_______________________________
Name:_____________________________
Title:______________________________
PARTICIPANT
__________________________________
Name:_____________________________
Date:______________________________
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ANNEX A
Restrictive Covenants1
1. Generally. The Participant’s right to Severance Benefits shall be further conditioned upon the Participant’s compliance with the provisions of this Annex A. In the event the Participant fails to comply with any of the provisions of this Annex A, the Participant shall repay to the Company any Severance Benefits that the Participant previously received, and no further Severance Benefits shall be payable to the Participant under the Plan.
2. Definitions. As used in this Annex A, the following terms shall have the following meanings:
“Business” means any specific line of business, or any product or service offering, in which the Company is engaged during the Participant’s employment and as to which the Participant had responsibilities or received Proprietary Information.
“Competing Business” means any Person which, wholly or in any significant part, engages in any business competing with the Business in the Restricted Area.
“Governmental Authority” means any governmental, quasi-governmental, state, county, city or other political subdivision of the United States or any other country, or any agency, court or instrumentality, foreign or domestic, or any statutory or regulatory body thereof.
“Legal Requirement” means any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization, or other directional requirement of any Governmental Authority.
[“Non-Compete Period” means the period during which the Participant is employed by the Company and the 12-month period beginning on the Termination Date.
“Non-Solicit Period” means the period during which the Participant is employed by the Company and the 24-month period beginning on the Termination Date.]2
[“Prohibited Period” means the period during which the Participant is employed by the Company and the 24-month period beginning on the Termination Date.]3
“Proprietary Information” includes all confidential or proprietary scientific or technical information, data, formulas and related concepts, business plans (both current and under development), client lists, promotion and marketing programs, trade secrets, or any other confidential or proprietary business information relating to the business of the Company, whether
___________________________________________
1 These restrictive covenants are subject to modification for any individual participant to the extent necessary to reflect local law requirements applicable to the participant.
2 Include these definitions of “Non-Compete Period” and “Non-Solicit Period” for participants other than the CEO.
3 Include this definition of “Prohibited Period” for the CEO.
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in written or electronic form of writings, correspondence, notes, drafts, records, maps, invoices, technical and business logs, policies, computer programs, disks or otherwise. Proprietary Information does not include information that is or becomes publicly known through lawful means.
“Restricted Area” means any state or, if outside the United States, any country or subdivision thereof in which the Company (i) is then currently engaged in the Business, (ii) has engaged in the Business during the preceding two years, or (iii) is actively pursuing business opportunities for the Business, and in each such case the Participant either (x) received Proprietary Information about the Company’s operations in such location or (y) worked for the Company in such location during the preceding two years.
3. Confidential Treatment. The Participant acknowledges and agrees that the Participant has acquired, and will in the future acquire as a result of the Participant’s employment by the Company or otherwise, Proprietary Information of the Company which is of a confidential or trade secret nature, and all of which has a great value to the Company and is a substantial basis and foundation upon which the Company’s business is predicated. Accordingly, other than in the legitimate performance of the Participant’s job duties, the Participant agrees:
(a) to regard and preserve as confidential at all times all Proprietary Information;
(b) to refrain from publishing or disclosing any part of the Proprietary Information and from using, copying or duplicating it in any way by any means whatsoever; and
(c) not to use on the Participant’s own behalf or on behalf of any third party or to disclose the Proprietary Information to any person or entity without the prior written consent of Oceaneering.
4. Property of the Company. The Participant acknowledges that all Proprietary Information and other property of the Company which the Participant accumulates during the Participant’s employment with the Company are the exclusive property of the Company. Upon the termination of the Participant’s employment with the Company, or at any time upon the Company’s request, the Participant shall surrender and deliver to the Company (and not keep, recreate or furnish to any third party) any and all work papers, reports, manuals, documents and the like (including all originals and copies thereof) in the Participant’s possession which contain Proprietary Information relating to the business, prospects or plans of the Company. Further, the Participant agrees to use reasonable efforts to search for and delete all Company information, including Proprietary Information, from the Participant’s computer, smartphone, tablet, or any other personal electronic storage devices (excluding, in each case, routine automatic backups that the Participant cannot reasonably access), other than payroll information or other financial information that the Participant may need for Participant’s tax filings, and, upon request, certify to the Company that the Participant has completed this search and deletion process.
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5. Cooperation. The Participant agrees that, following any termination of the Participant’s employment with the Company, the Participant will not disclose, or cause to be disclosed, any Proprietary Information, unless (in any such case) required by court order. Pursuant to the Defend Trade Secrets Act of 2016, the Participant shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Proprietary Information that (i) is made (A) in confidence to a Federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company may seek the assistance, cooperation or testimony of the Participant following any such termination in connection with any investigation, litigation or proceeding arising out of matters within the knowledge of the Participant and related to his or her employment by the Company, and in such instance, the Participant shall provide such assistance, cooperation or testimony and Oceaneering shall pay the Participant’s reasonable costs and expenses in connection therewith.
6. Non-Competition; Non-Solicitation.
(a) The Participant and Oceaneering agree to the non-competition and non-solicitation provisions of this Section 6: (i) in consideration for the Proprietary Information provided by the Company to the Participant; and (ii) to protect the Proprietary Information of the Company disclosed or entrusted to the Participant by the Company or created or developed by the Participant for the Company, the business goodwill of the Company developed through the efforts of the Participant and the business opportunities disclosed or entrusted to the Participant by the Company.
(b) Subject to the exceptions set forth in Section 6(c), the Participant expressly covenants and agrees that, during the [Prohibited Period] [Non-Compete Period]4: (i) the Participant will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area; and (ii) the Participant will not, directly or indirectly, perform duties for, or provide services to, a Competing Business in the Restricted Area in any capacity that is the same as or substantially similar to the functions the Participant performed for the Company during the preceding two years, or that would reasonably be expected to require use or disclosure of the Proprietary Information.
(c) Notwithstanding the restrictions contained in Section 6(b), the Participant may own an aggregate of not more than 1% of the outstanding capital stock or other equity security of any class of any corporation or other entity engaged in a Competing Business, if such capital stock or other equity security is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 6(b), provided that the Participant
___________________________________________
4 Insert “Prohibited Period” for the CEO and “Non-Compete Period” for other Participants.
| 514904415.8 | A-3 | |||||||
does not have the power, directly or indirectly, to control or direct the management or affairs of any such corporation or other entity and is not involved in the management of such corporation.
(d) The Participant further expressly covenants and agrees that, during the [Prohibited Period] [Non-Solicit Period]5, the Participant will not: (i) engage or employ, or solicit or contact with a view to the engagement or employment of, any person who is an officer or employee of the Company; or (ii) canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away from the Company any person who or which is or was a customer of the Company, during the preceding two years, and, in each case, either (x) about which the Participant received Proprietary Information or (y) with which the Participant had contact or dealings on behalf of the Company.
(e) The Participant expressly recognizes that the Participant is a key employee and an important member of the management or research and development team who will be provided with access to Proprietary Information and trade secrets as part of the Participant’s employment and that the restrictive covenants set forth in this Annex A are reasonable and necessary in light of the Participant’s position and access to the Proprietary Information.
7. Non-Disparagement. The Participant agrees that, following any termination of the Participant’s employment with the Company, the Participant will not make, publish, or communicate in any public forum or to the media any maliciously false, defamatory, or disparaging remarks, comments, or statements, whether orally or in writing, concerning the Company, the management of the Company, any product or service provided by the Company or the future prospects of the Company. Nothing in this paragraph is intended, or shall be interpreted, to restrict rights under Section 7 of the National Labor Relations Act, including rights to engage in concerted activities, or to preclude truthful testimony or filings with any Governmental Authority.
8. Relief. The Participant and Oceaneering agree and acknowledge that the limitations as to time, geographical area and scope of activity to be restrained as set forth in this Annex A are reasonable and do not impose any greater restraint than is necessary to protect the legitimate business interests of the Company. The Participant and Oceaneering also acknowledge that money damages would not be sufficient remedy for any breach of this Annex A by the Participant, and the Company shall be entitled to enforce the provisions of this Annex A by terminating any Severance Benefits then owing to the Participant under the Plan or otherwise and to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Annex A A but shall be in addition to all remedies available at law or in equity, including the recovery of
___________________________________________
5 Insert “Prohibited Period” for the CEO and “Non-Solicit Period” for other participants.
| 514904415.8 | A-4 | |||||||
damages from the Participant and the Participant’s agents. However, if it is determined that the Participant has not committed a breach of this Annex A, then the Company shall resume the Severance Benefits due under the Plan and pay to the Participant all Severance Benefits that had been suspended pending such determination.
9. Reasonableness; Enforcement. The Participant acknowledges and agrees that the geographic scope and duration of the covenants contained in this Annex A are fair and reasonable in light of: (a) the nature and wide geographic scope of the operations of the Business; (b) the Participant’s level of control over and contact with the Business in all jurisdictions in which it is conducted; (c) the fact that the Business is conducted throughout the Restricted Area; and (d) the amount of compensation and Proprietary Information that the Participant is receiving in connection with the performance of the Participant’s duties for the Company. It is the desire and intent of the Participant and Oceaneering that the provisions of this Annex A be enforced to the fullest extent permitted under applicable Legal Requirements, whether now or hereafter in effect and, therefore, to the extent permitted by applicable Legal Requirements, the Participant and Oceaneering hereby waive the application of any provision of applicable Legal Requirements that would render any provision of this Annex A invalid or unenforceable, in whole or in part.
10. Reformation. The Company and the Participant agree that the foregoing restrictions are reasonable under the circumstances and that any breach of the covenants contained in this Annex A would cause irreparable injury to the Company. The Participant expressly represents that enforcement of the restrictive covenants set forth in this Annex A will not impose an undue hardship upon the Participant or any Person affiliated with the Participant. Further, the Participant acknowledges that the Participant’s skills are such that the Participant can be gainfully employed in non-competitive employment, and that the restrictive covenants will not prevent the Participant from earning a living. Nevertheless, if any of the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions herein set forth to be modified by the court making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced.
11. Protected Disclosures. Notwithstanding any provision to the contrary in the Plan or this Annex A, nothing in the Plan or this Annex A prohibits the Participant from reporting possible violations of law or regulation to any governmental agency or entity, including the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Nothing in the Plan or this Annex A limits the Participant’s ability to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. Additionally, the Participant and Oceaneering acknowledge and agree that the Participant does not need the prior authorization of the Company to make any such reports or disclosures, and the Participant is not required to notify the Company or any of its affiliates that the Participant has made such reports or disclosures.
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12. Independence of Covenants. The covenants contained in this Annex A shall operate independently from any similar covenants contained in the Change of Control Plan or any individual agreement entered into between the Participant and the Company.
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Exhibit B
EXHIBIT B
WAIVER AND RELEASE OF CLAIMS
Reference is made in this waiver and release of claims (this “Release”) to the Oceaneering International, Inc. Senior Executive Severance Plan, as amended from time to time (the “Plan”). Capitalized terms used but not defined in this Release have the meanings assigned to them in the Plan.
1.Release. By signing this Release, you hereby, for your own self and on behalf of your heirs, executors, administrators, and assigns, agree to and do hereby RELEASE, ACQUIT, WAIVE and FOREVER DISCHARGE (i) the Company; (ii) any past or present director, officer, employee or agent of the Company, in their individual and official capacities; (iii) the Company’s representatives, predecessors, successors-in-interest, and affiliated companies; and (iv) the present and former shareholders, agents, attorneys, fiduciaries, insurers, heirs, administrators, executors, successors and assigns of any of the foregoing entities and persons named in clauses (i), (ii) and (iii) and any other person, firm or corporation for which any of the foregoing entities and persons named in clauses (i), (ii) and (iii) may be legally responsible or which may be legally responsible for any of them (all collectively, the “Released Parties”), in each case, from any and all claims, liabilities, demands, and causes of action of whatsoever nature, accrued or unaccrued, known or unknown, fixed or contingent, which you may have or claim to have against any of the Released Parties occurring during, arising out of, or related to your employment and/or termination of employment with the Company and/or as a result of any other matter arising through the date of your signature on this Release. This release, acquittal, waiver and discharge includes, but is not limited to, claims arising under federal, state or local laws, whether equitable or legal, causes of action for breach of express or implied written or oral contract, promissory estoppel, tortious interference with contract, claims for personal injury or harm, negligence, intentional infliction of emotional injury, fraud, negligent misrepresentation, negligent supervision, libel, slander, sexual orientation or preference discrimination, race or color discrimination, invasion of privacy, religious discrimination, sex or gender discrimination, national origin discrimination, harassment, wrongful termination, violations of [Chapters 21, 61 and 451 of the Texas Labor Code]6, violations of the Worker Adjustment and Retraining Notification (WARN) Act, violations of Title VII of the Civil Rights Act 1964, violations of the Civil Rights Act of 1866 (42 U.S.C. § 1981), violations of the Age Discrimination in Employment Act, violations of the Older Workers’ Benefit Protection Act, violations of the Genetic Information Nondiscrimination Act, violations of the Occupational Safety and Health Act, violations of the National Labor Relations Act, violations of the Americans with Disabilities Act, violations of the Family Medical Leave Act, violations of the Fair Labor Standards Act or the Equal Pay Act, violations of the Fair Credit Reporting Act, violations of the Consolidated Omnibus Budget Reconciliation Act of 1985
___________________________________________
6 If the Participant is located in a state other than Texas, references to that state’s applicable laws will be added.
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(COBRA) or the Employee Retirement Income Security Act of 1974, and any similar federal, state and local laws, worker’s compensation violations, retaliation for exercise of protected rights, employee health or disability benefit compensation violations, disability or handicap discrimination, loss of consortium, mental anguish, pain and suffering, lost past or future wages, lost past or future bonuses or commissions, vacation or sick pay, pension benefits, costs, punitive or exemplary damages, attorney’s fees, and pre- or post-judgment interest.
2.Settlement. You agree to and hereby accept the Severance Benefits in full compromise and settlement of all claims, demands, causes of action of whatsoever nature accrued or unaccrued, federal or state, equitable or legal occurring during, arising out of or related to your employment and/or termination of employment with the Company, including but not limited to the claims referenced in Section 1.
3.Forfeiture and Recovery of Severance Benefits. If you, or anyone acting on your behalf, breaches any representation or any obligation under this Release or the Plan, including without limitation the Covenants, the Company may, in addition to any other legal or equitable remedies it may have, terminate all Severance Benefits not yet paid or provided to you and recover all Severance Benefits previously paid or provided to you.
4.Exclusions. Excluded from this Release are any claims or rights that cannot be waived by law. Also excluded from this Release is your right to (a) file for workers’ compensation or unemployment compensation, (b) file a charge with an administrative agency or participate in any agency investigation, or (c) receive unpaid wages or vested employee benefits that are due.
5.Acknowledgments. You hereby warrant and represent that you have not (a) filed or caused to be filed any claim against the Released Parties, whether past or present, with any administrative agency, court of law or other tribunal, (b) assigned, sold, delivered, transferred or conveyed any rights you have asserted or may have against any of the aforementioned parties to any person or entity, in each case, with respect to any claims being released hereby, (c) assisted or advised any directors, officers, shareholders, employees or agents of any of the aforementioned parties with respect to the pursuit or evaluation of any claim against any of the aforementioned parties, or (d) engaged in the course of your employment with or services to the Company in (i) any fraudulent, tortious or illegal activity or (ii) any violation of a material policy of the Company that would cause the Company demonstrable material harm.
6.Advised to Seek Consultation. You understand that Section 1 above includes a release of claims under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act. You understand that this Release does not waive rights or claims that arise after the date that you execute this Release. Further, you are advised to consult with legal counsel regarding this Release.
7.Consideration Period. You acknowledge that you have had adequate time to review and consider this Release, and, as a result, enter into this Release willingly and voluntarily. You
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acknowledge that you have until [DATE], which is at least [[21] [45]]7 days after the date that you received this Release, to review and consider this Release.
8.Revocation Period. You understand that you have a period of seven days after the date that you execute this Release during which you may notify the Company that you revoke this Release. If you decide to revoke this Release, notice of revocation must be provided prior to the expiration of the seven-day revocation period to the email address included on the signature page of this Release. This Release will not become effective until after the revocation period expires. If you revoke this Release, you will not receive any of the Severance Benefits. If you timely execute and do not revoke this Release, then this Release, and your entitlement to the Severance Benefits, will become effective on the eighth day after you execute this Release.
9.Agreement Not to Sue. You agree not to sue in any local, state or federal court regarding or relating in any way to your employment with, or termination of employment from, the Company, unless suit is necessary to enforce your rights under the Plan.
10.Non-Admissions. The fact and terms of this Release, and the furnishing of consideration for this Release, are not an admission by the Company of liability or other wrongdoing under any law, but rather such liability is expressly denied. You acknowledge that the parties contemplate an unequivocal, complete and final dissolution of the employment relationship.
11.Severability. If any provision of this Release is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Release in full force and effect.
12.Entire Agreement. This Release (together with the Plan and the Participation Agreement) sets forth the entire agreement between the parties hereto and fully supersedes any prior agreements or understandings between the parties as to its subject matter. You acknowledge that you have not relied on any representations, promises or agreements of any kind made to you in connection with your decision to accept this Release except for those set forth in this Release, the Plan and the Participation Agreement.
13.Binding Agreement. This Release shall be binding upon and inure to the benefit of (a) your heirs, successors, personal representatives and legal representatives and (b) any successor of the Company.
14.Dispute Resolution. Section 4.2 of the Plan is incorporated by reference into this Release.
[Signature page follows]
___________________________________________
7 21 days will be included here, unless the Company determines that the Participant’s termination was in connection with an “exit incentive or other employment termination program” (as defined in the Older Workers’ Benefit Protection Act), in which case 45 days will be included here.
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If you accept and agree to the terms of this Release, within the time frame described in this Release, please sign on the appropriate line below and return by email to the Company's General Counsel.
BY SIGNING THIS RELEASE, I ACKNOWLEDGE THAT I HAVE HAD THE OPPORTUNITY TO CONSULT WITH A LEGAL ADVISOR OF MY CHOICE, THAT I HAVE CAREFULLY REVIEWED AND CONSIDERED THIS RELEASE, THAT I UNDERSTAND THE TERMS OF THIS RELEASE, AND THAT I VOLUNTARILY AGREE TO THE TERMS OF THIS RELEASE.
______________________________________
[Participant]
______________________________________
Date
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