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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): December 15, 2008
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-10945
(Commission File Number)
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95-2628227
(I.R.S. Employer
Identification No.) |
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11911 FM 529 |
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Houston, Texas
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77041 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (713) 329-4500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2009 Annual Base Salaries
On December 15, 2008, the Compensation Committee (the Committee) of the Board of Directors
(the Board) of Oceaneering International, Inc. (Oceaneering) approved increases in the annual
base salary for the executive officers who were named executive officers in Oceaneerings proxy
statement for its 2008 annual stockholders meeting (the Named Executive Officers) to the
following amounts for calendar year 2009:
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T. Jay Collins |
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625,000 |
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M. Kevin McEvoy |
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400,000 |
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Marvin J. Migura |
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$ |
360,000 |
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George R. Haubenreich, Jr. |
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330,000 |
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Philip D. Gardner |
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260,000 |
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409A Changes to Compensatory Arrangements
Section 409A of the Internal Revenue Code of 1986, as amended (the Code), and the final
regulations promulgated thereunder (collectively, Section 409A) require that nonqualified
deferred compensation arrangements subject to Section 409A be in form compliance no later than
December 31, 2008. Accordingly, the Board authorized amendments to each of Oceaneerings 2005
Incentive Plan, 2002 Incentive Plan, 2002 restricted stock unit agreements, Supplemental Executive
Retirement Plan (the SERP), change-of-control agreements, and the amended service agreement and
related trust for John R. Huff. The amendments generally clarify certain provisions of such plans
and agreements and provide for compliance with Section 409A.
The amendments addressed the time and form of payment requirements of Section 409A, imposed
the six-month delay where required by Section 409A under the change-of-control agreements, removed
the dollar limitation on reimbursement of legal fees under the amended service agreement, provided
restrictions on timing of reimbursements and gross-ups, and, in some instances, eliminated
discretion of Oceaneering and participants as required. Additionally, the SERP was amended to
allow for a transition election under Section 409A whereby participants could elect early
withdrawals from their post-2004 deferred account balances. Finally, the plans and agreements were
amended to provide that, for determinations from and after January 1, 2009, Fair Market Value of
shares of common stock of Oceaneering (Common Stock) would be the closing price per share as
reported on the New York Stock Exchange for the relevant date.
1
The following discussion sets forth summary descriptions of the terms and conditions of each
of the 2005 Incentive Plan, the 2002 Incentive Plan, the SERP, the change-of-control agreements
with the Named Executive Officers and the amended service agreement and change-of-control agreement
with Mr. Huff. The following descriptions are qualified by reference to the operative documents,
which are included as exhibits to this current report on Form 8-K.
2005 Incentive Plan
The stockholder-approved 2005 Incentive Plan is administered by the Committee with respect to
employee awards. Awards may also be granted to directors, and such awards are determined by the
full Board. This description relates to employee awards.
The 2005 Incentive Plan provides for various types of awards to be granted to participants.
Under the 2005 Incentive Plan, options to purchase shares of Common Stock and stock appreciation
rights with fixed or variable exercise prices may be granted, but per share exercise prices can be
no less than the fair market value per share of Common Stock on the date of grant. In addition, the
2005 Incentive Plan permits grants of shares of Common Stock or of rights to receive shares of
Common Stock, or their cash equivalent or a combination of both, including restricted,
unrestricted, performance and phantom stock, on such terms as the Committee may determine. The 2005
Incentive Plan also provides for cash bonus awards based on objective performance goals
pre-established by the Committee. Options and stock appreciation rights must have fixed terms no
longer than seven years; restricted stock, whether or not performance-based, must be restricted for
at least one year; outright unrestricted stock grants must be in lieu of salary or bonus; and
earlier vesting of stock awards is limited to death, disability, retirement or change-of-control
events.
The 2005
Incentive Plan provides for a maximum of 2,400,000 shares of Common Stock as to which
awards may be granted (of which 1,200,000 are authorized for awards other than options or stock
appreciation rights and 1,200,000 are authorized for incentive stock options), plus shares forfeited
under specified prior plans.
The Committee selects the employee participants and determines the number and type of awards
to be granted to each such participant. Participants who may be granted awards under the 2005
Incentive Plan include any officer or employee of Oceaneering or any of its subsidiaries.
Oceaneering
has the right to deduct applicable taxes from any award payment to an employee and
withhold, at the time of delivery or vesting of cash or shares of
Common Stock under the 2005
Incentive Plan, an appropriate amount of cash or number of shares of Common Stock, or combination
thereof, for the payment of taxes. The Committee may also permit withholding to be satisfied by the
transfer to Oceaneering of shares of Common Stock previously owned by the holder of the award for
which withholding is required.
Awards may be granted as alternatives to or in replacement of: (1) awards outstanding under
the 2005 Incentive Plan or any other plan or arrangement of Oceaneering or any of its subsidiaries;
or (2) awards outstanding under a plan or arrangement of a business or entity, all or part of which
is acquired by Oceaneering or any of its subsidiaries; provided, however, that except for
adjustments to account for a corporate transaction as described below, the grant price of any
option or stock appreciation right shall not be decreased, including by means of issuance of a
substitute option or stock appreciation right with a lower grant price. The Committee may include
provisions in awards for the payment or crediting of interest or dividend equivalents, including
converting those credits into deferred share equivalents.
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The Committee determines, in connection with each option granted to officers and employees,
whether the exercise price is payable in cash (and whether that may include proceeds of a sale
assisted by a third party) or shares of Common Stock or both, the terms and conditions of exercise,
the expiration date, whether the option will qualify as an incentive stock option under the Code or
a nonqualified stock option, restrictions on transfer of the option, and other provisions not
inconsistent with the 2005 Incentive Plan. The term of an option shall not exceed seven years from
the date of grant.
The Committee is authorized to grant stock appreciation rights, or SARs, to officers and
employees. Every SAR entitles the participant, upon exercise of the SAR, to receive in cash or
shares of Common Stock a value equal to the excess of the market value of a specified number of
shares of Common Stock at the time of exercise, over the exercise price, which is the fair market
value as of the date of grant. The term of a SAR will not exceed seven years from the date of
grant. A SAR may be granted in tandem with an option, subject to such terms and restrictions as the
Committee provides.
The 2005 Incentive Plan authorizes the Committee to grant officers and employees stock awards
consisting of shares of Common Stock or of a right to receive shares of Common Stock, or their cash
equivalent or a combination of both, in the future and cash bonuses payable solely on account of
the attainment of one or more objective performance goals that have been pre-established by the
Committee. Such awards may be subject to such terms and conditions, restrictions and contingencies,
not inconsistent with the 2005 Incentive Plan, as may be determined by the Committee. Among other
things, stock awards can be, and cash bonuses that qualify as cash awards under the 2005 Incentive
Plan must be, conditioned on the achievement of single or multiple performance goals.
Under the 2005 Incentive Plan, no participant may be granted, in any one-year period, options
or SARs that are exercisable for more than 1,000,000 shares of Common Stock, stock awards covering
more than 1,000,000 shares of Common Stock, or cash awards having a value greater than $5,000,000.
Any award available under the 2005 Incentive Plan may be made as a performance award.
Performance awards not intended to qualify as qualified performance-based compensation under Code
Section 162(m) will be based on achievement of such goals and will be subject to such terms,
conditions and restrictions as the Committee will determine. Performance awards granted under the
2005 Incentive Plan that are intended to qualify as qualified performance-based compensation under
Code Section 162(m) will be paid, vested or otherwise deliverable solely on account of the
attainment of one or more pre-established, objective performance goals established by the
Committee. The performance goals may be cumulative, annual or end-of-performance-period goals, may
be relative to a peer group or based on changes or maintenance relative to stated values, and may
be based on any one or more of the following measures: revenue, cash flow, net income, stock price,
credit rating, market share, earnings per share, or return on equity; controlling or reducing
various costs of doing business; and maintaining appropriate levels of debt and interest expense.
Unless otherwise stated, such a performance goal need not be based on an increase or positive
result under a particular business criterion and could include, for example, maintaining the status
quo or limiting economic losses (measured, in each case, by reference to specific business
criteria).
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Cash awards, as well as the above-mentioned performance measures for stock awards and cash
awards, are included in the 2005 Incentive Plan to enable the Committee to make awards that meet
the requirements for qualified performance-based compensation under Code Section 162(m). The
Committee can satisfy those requirements by, among other things, including provisions in stock
awards and cash bonuses that will make them payable solely on account of the attainment of one or
more pre-established, objective performance goals based on performance measures that have been
approved by Oceaneerings stockholders. Although the Committee does not have to include those
provisions in stock awards or cash bonuses, the inclusion of those provisions and compliance with
other requirements of Section 162(m) would enable Oceaneering to take a tax deduction for such
compensation that it might not otherwise be able to take.
In the event of a specified type of corporate transaction involving Oceaneering (including,
without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the
Committee may adjust awards to preserve the benefits or potential benefits of the awards, provided
that such adjustments are consistent with Section 409A. Action by the Committee may include
adjustment of:
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the number and kind of shares which may be issued or delivered under the
2005 Incentive Plan; |
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the number and kind of shares subject to outstanding awards; and |
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the exercise price of outstanding options and SARs; as well as any other
adjustments that the Committee determines to be equitable. |
The 2005 Incentive Plan has a term of ten years from the date of stockholder approval. The
Board may at any time amend, suspend or terminate the 2005 Incentive Plan, but in doing so cannot
adversely affect any outstanding award without the grantees written consent or make any amendment
without stockholder approval, to the extent such stockholder approval is required by applicable law
or the exchange upon which the shares are traded, and such actions must be consistent with Section
409A. The Committee is authorized to make certain amendments that are needed to meet legal
requirements or that are not material.
2002 Incentive Plan
Effective March 14, 2005, no further awards have been made (and no further awards may be made)
under the stockholder-approved 2002 Incentive Plan.
Oceaneering reserved
shares of Common Stock for use in connection with the 2002
Incentive Plan, a portion of which were available for
incentive stock options and a portion of which were available for awards other than stock options or stock appreciation
rights.
The Committee has the exclusive power to administer the 2002 Incentive Plan, consistent with
the powers described above for the 2005 Incentive Plan. The Committee may, in
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its discretion, (1) extend or accelerate the exercisability of any award, (2) accelerate the
vesting of any award, (3) eliminate or make less restrictive any restrictions contained in any
award or waive any restriction or other provision of the 2002 Incentive Plan or any award or (4)
otherwise amend or modify any award in any manner that is either not adverse to the participant
holding the award, consented to by that participant or authorized in connection with a corporate
merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation;
provided, however, that no such action by the Committee shall permit the term of any option to be
greater than five years from the applicable grant date and any such action must be consistent with
Section 409A.
Awards may be in the same form as provided under the 2005 Incentive Plan; however, the term of
an option may not exceed five years from date of grant.
Under
the 2002 Incentive Plan, no employee could be granted, during any one-year period, (a)
options or SARs exercisable for more than a specified number of shares of Common Stock or (b) stock awards
covering or relating to more than a specified number of shares of Common Stock; and no employee could be granted
cash awards (including performance awards denominated in cash) having a value determined on the
date of grant in excess of $3,000,000 in any one-year period.
Oceaneering has the right to deduct applicable taxes from any award payment to an employee and
withhold, at the time of delivery or vesting of cash or shares of Common Stock under the 2002
Incentive Plan, an appropriate amount of cash or number of shares of Common Stock, or combination
thereof, for the payment of taxes. The Committee may also permit withholding to be satisfied by the
transfer to Oceaneering of shares of Common Stock previously owned by the holder of the award for
which withholding is required.
The Board may amend, modify, suspend or terminate the 2002 Incentive Plan for the purpose of
addressing any changes in legal requirements or for any other purpose permitted by law, except
that: (1) no amendment that would impair the rights of any holder of an award with respect to that
award maybe made without the consent of that holder; (2) no amendment or alteration will be
effective prior to its approval by the stockholders of Oceaneering to the extent such approval is
otherwise required by applicable legal requirements; and (3) such amendment must be consistent with
Section 409A.
If any subdivision or consolidation of outstanding shares of Common Stock, declaration of a
stock dividend payable in shares of Common Stock or stock split occurs, proportionate adjustments
to: (1) the number of shares of Common Stock reserved under the 2002 Incentive Plan; (2) the
number of shares of Common Stock covered by outstanding awards in the form of Common Stock or units
denominated in Common Stock; (3) the exercise or other price in respect of such awards; (4) the
appropriate fair market value and other price determinations for awards; and (5) the stock-based
awards limitations will be made by the Board to reflect such transaction or event, provided such
adjustments are consistent with Section 409A.
Furthermore, in the event of any other recapitalization or capital reorganization of
Oceaneering, any consolidation or merger of Oceaneering with another corporation or entity, the
adoption by Oceaneering of any plan of exchange affecting the Common Stock or any distribution to
holders of Common Stock of securities or property (other than normal cash
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dividends or dividends payable in Common Stock), the Board will make appropriate adjustments
to give effect to such transactions, but only to the extent necessary to maintain the proportionate
interest of the holders of the awards and to preserve, without exceeding, the value thereof,
provided such adjustments are consistent with Section 409A.
In the event of a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the Board may make such adjustments to awards or other
provisions for the disposition of awards as it deems equitable and will be authorized, in its
discretion, to: (1) provide for the substitution of a new award or other arrangement (which, if
applicable, maybe exercisable for such property or stock as the Board determines) for an award or
the assumption of the award; (2) provide, prior to the transaction, for the acceleration of the
vesting and exercisability of, or lapse of restrictions with respect to, the award and, if the
transaction is a cash merger, provide for the termination of any portion of the award that remains
unexercised at the time of such transaction; or (3) provide for the acceleration of the vesting and
exercisability of an award and the cancellation thereof in exchange for such payment as shall be
mutually agreeable to the participant and the Board; provided such adjustments are consistent with
Section 409A.
Oceaneering granted awards of restricted stock units to the Named Executive Officers and Mr.
Huff under the 2002 Incentive Plan. Each of those awards includes provisions for tax assistance
payments. The restricted stock units were granted in multiple tranches, with vesting for each
tranche scheduled over a five- year period. The final vesting will occur in July 2010.
Supplemental Executive Retirement Plan
The SERP is an unfunded, defined contribution plan that Oceaneering maintains for the Named
Executive Officers and other key employees selected for participation by the Committee. Under the
SERP, a participants notional account is credited with a percentage (determined by the Committee)
of the participants base salary, subject to vesting. As allowed by the Committee, a participant
may elect to defer a portion of base salary and annual bonus pursuant to the SERP; a participant is
fully vested in any deferred base salary and bonus. Amounts accrued under the SERP are adjusted for
earnings and losses as if invested in one or more investment vehicles selected by the participant
from those designated as alternatives by the Committee. A participants interest in the plan is
generally distributable upon termination. Benefits under the SERP are based on the participants
vested portion of his notional account balance at the time of termination of employment. A
participant vests in the credited amounts at the rate of 33% each year, subject to accelerated
vesting upon the soonest to occur of: (1) the date the participant has completed ten years of
participation; (2) the date that the sum of the participants age and years of participation equals
65; (3) the date of termination of employment by reason of death or disability; and (4) within two
years following a change of control. As a result, each Named Executive Officer, other than Mr.
Gardner, is fully vested in his SERP account.
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Change-of-Control Agreements with Named Executive Officers
Oceaneering has entered into Change-of-Control Agreements (each, a Change-of-Control
Agreement) with certain of the Named Executive Officers. Each Change-of-Control Agreement entitles
the applicable executive to receive a severance package, described below, in the event of the
occurrence of both a change of control and a termination of the executives employment by
Oceaneering without cause (as defined below) or by the executive for good reason (as defined below)
during a period of time beginning a year prior to the occurrence or, in some cases, the
contemplation by the Board of a change of control (the Effective Date) and ending two years
following the Effective Date (the Effective Period). For purposes of the Change-of-Control
Agreements, a change of control is defined as occurring if:
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any person is or becomes the beneficial owner (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities representing 20%
or more of the combined voting power of Oceaneerings outstanding voting
securities, other than through the purchase of voting securities directly from
a private placement by Oceaneering; |
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the current members of the Board, or subsequent members approved by at least
two-thirds of the current members (or other subsequent members so approved), no
longer comprise a majority of the Board; |
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Oceaneering is merged or consolidated with another corporation or entity,
and Oceaneerings stockholders own less than 60% of the outstanding voting
securities of the surviving or resulting corporation or entity; |
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a tender offer or exchange offer is made and consummated by a person other
than Oceaneering for the ownership of 20% or more of Oceaneerings voting
securities; or |
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there has been a disposition of all or substantially all of the assets of
Oceaneering. |
As defined in each Change-of-Control Agreement, cause for termination by Oceaneering means
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 service with Oceaneering.
As defined in each Change-of-Control Agreement, good reason to terminate includes:
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adverse change in status, title, duties or responsibilities; |
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any reduction in annual base salary, SERP contribution level, annual bonus
opportunity or aggregate long-term compensation, all as may be increased
subsequent to date of the Change-of-Control Agreement; |
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any relocation; |
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the failure of a successor to assume the Change-of-Control Agreement; |
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any prohibition by Oceaneering against the individual engaging in outside
activities permitted by the Change-of-Control Agreement; |
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any purported termination by Oceaneering that does not comply with the terms
of the Change-of-Control Agreement; or |
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any default by Oceaneering in the performance of obligations under the
Change-of-Control Agreement. |
The severance package provided for in each such executives Change-of-Control Agreement
consists of an amount equal to three times the sum of:
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the executives highest annual rate of base salary during the then-current
year or any of the three years preceding the year of termination; |
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an amount equal to the maximum award the executive is eligible to receive
under the then-current fiscal year bonus plan; and |
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an amount equal to the maximum percentage of the executives annual base
salary contributed under the SERP for the then-current year multiplied by the
executives highest annual rate of base salary. |
A minimum aggregate amount payable for these items is stated in each such executives
agreement.
The severance provisions also provide that, for each applicable individual:
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any outstanding stock options would vest immediately and become exercisable
or the individual may elect to be paid an amount equal to the spread between
the exercise price and the higher market value for the shares of Common Stock
underlying those options; |
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the benefits under all compensation plans, including performance unit
agreements, restricted stock agreements and restricted stock unit agreements,
would be paid as if all contingencies for payment and maximum levels of
performance had been met; and |
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the applicable individual would receive benefits under all other plans he
then participates in for three years. |
The Change-of-Control Agreements provide that, if any payments made thereunder would cause the
recipient to be liable for an excise tax because the payment is a parachute payment (as defined
in the Code), then Oceaneering will pay the individual an additional amount to make the individual
whole for that tax liability.
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Amended Service Agreement and Change-of-Control Agreement with Mr. Huff
Oceaneering entered into a service agreement with Mr. Huff in November 2001 which was amended
and restated in 2006 (the Amended Service Agreement). The Amended Service Agreement, among other
things, provides for the following future benefits:
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annual payments $540,000 in 2009 and $540,000 in 2010, in each case as long
as Mr. Huff is then continuing to serve as the Chairman of the Board, in lieu
of the perquisites to which Mr. Huff would have been entitled during the
post-employment service period under his prior arrangement; |
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a tax-protection clause, to ensure that Mr. Huff will not be impacted
adversely by taxes under Section 409A, provided that Mr. Huff agreed to changes
in the Amended Service Agreement and his separate Change-of-Control Agreement
to satisfy the requirements of the applicable provisions of Section 409A,
unless such changes would cause more than insubstantial harm to him; |
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the continuation of long-term incentive plan awards to Mr. Huff through 2008
at a level equal to the awards granted to the Chief Executive Officer, to: (1)
partially compensate Mr. Huff for the understanding that he would provide
services in addition to those normally provided by a chairman of the board
(Additional Services), with those Additional Services as mutually agreed, but
including assistance with strategic initiatives and business expansion efforts;
and (2) place Mr. Huff in the equivalent position as if a three-year award had
been granted in 2005, as would have been anticipated based on the practice in
effect in 2001; |
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the eligibility of Mr. Huff to receive long-term incentive plan awards after
2008, provided that, for any year that Mr. Huff receives a long-term incentive
award in excess of awards applicable to other nonemployee directors, Mr. Huff
will not receive an additional long-term incentive award equal to the award
granted to other nonemployee directors for that year; |
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the entitlement for Mr. Huff to receive, after 2008, the same pay as other
nonemployee directors during the period that Mr. Huff continues to serve as a
director, (in addition to the $400,000 amount per year for up to five years if
Mr. Huff continues to serve as Chairman of the Board during the Post-Employment
Service Period), to provide compensation for the post-2008 portion of the
Post-Employment Service Period for the understanding that Mr. Huff would
provide Additional Services; |
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medical coverage on an after-tax basis to Mr. Huff, his spouse and children
during his service with Oceaneering and thereafter for their lifetimes; and |
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in the event of his disability, the provision of the same acceleration of
payment of the benefits payable to him for the ten years following the
post-employment service period as would be available in the event of his death
or a change of control (a lump-sum, undiscounted payment). |
Also as part of the negotiated arrangements relating to Mr. Huffs retirement benefits, the
Committee authorized and approved the establishment of an irrevocable grantor trust, commonly known
as a rabbi trust, to provide Mr. Huff greater assurance that Oceaneering would set aside an
adequate source of funds to fund the payment of the post-retirement benefits under the Amended
Service Agreement, including the medical coverage benefits payable to Mr. Huff, his spouse and
their children for their lifetimes. In connection with establishment of the rabbi trust,
Oceaneering contributed to the trust a life insurance policy on the life of Mr. Huff which it had
previously obtained and agreed to continue to pay the premiums due on that policy. When the life
insurance policy matures, the proceeds of the policy will become assets of the trust. If the value
of trust assets exceeds $4 million, as adjusted by the consumer price index, at any time after
January 1, 2012, the excess may be paid to Oceaneering. However, because the trust is irrevocable,
the assets of the trust are generally not otherwise available to fund future operations until the
trust terminates, which is not expected to occur during the lifetimes of Mr. Huff, his spouse or
his children. Furthermore, no tax deduction will be available for contributions to the trust;
however, Oceaneering may benefit from future tax deductions for benefits actually paid from the
trust (although benefit payments from the trust are not expected to occur in the near term, because
Oceaneering expects to make direct payments of those benefits for the foreseeable future).
In November 2001, Oceaneering entered into a change-of-control agreement with Mr. Huff, who
was then serving as Oceaneerings Chairman of the Board and Chief Executive Officer, upon terms and
conditions substantially the same as the Change-of-Control Agreements for the Named Executive
Officers described above, except as described below. Mr. Huffs change-of-control agreement
replaced his prior senior executive and supplemental senior executive agreements. While Mr. Huff is
nonexecutive Chairman of the Board, a termination of his service for any reason other than his
refusal to serve as nonexecutive Chairman of the Board during the Effective Period would entitle
him to the severance package under his agreement. The calculated minimum amount for determining the
amount of the severance package under the Change-of-Control Agreements for the Named Executive
Officers described above would be applicable to Mr. Huff for any termination occurring during his
service as nonexecutive Chairman of the Board. Any payment of the change-of-control severance
package to Mr. Huff would not reduce any benefits or compensation due Mr. Huff under the Amended
Service Agreement; provided, however, that the benefit in his change-of-control agreement regarding
benefits under compensation plans and other benefits payable for three years are not provided under
the change-of-control-agreement to Mr. Huff to the extent they are duplicative of benefits provided
to him under the Amended Service Agreement.
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Item 9.01 Financial Statements and Exhibits.
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(c) |
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Exhibits |
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10.1 |
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First Amendment to 2005 Incentive Plan of Oceaneering
International, Inc. |
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10.2 |
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First Amendment to 2002 Incentive Plan of Oceaneering
International, Inc. |
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10.3 |
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Form of First Amendment to Oceaneering International, Inc.
Amended and Restated 2002 Restricted Stock Unit Award Incentive Agreement with
Executive Officers. |
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10.4 |
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First Amendment to Oceaneering International, Inc. Amended and
Restated 2002 Restricted Stock Unit Award Incentive Agreement with John R.
Huff. |
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10.5 |
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Oceaneering International, Inc. Supplemental Executive
Retirement Plan, as amended and restated effective January 1, 2009. |
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10.6 |
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Amended and Restated Oceaneering International, Inc.
Supplemental Executive Retirement Plan, as amended and restated effective
January 1, 2000. |
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10.7 |
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Form of First Amendment to Change-of-Control Agreement with T.
Jay Collins, M. Kevin McEvoy, Marvin J. Migura and George R. Haubenreich, Jr. |
|
|
10.8 |
|
First Amendment to Change-of-Control Agreement with John R.
Huff. |
|
|
10.9 |
|
Modification to Service Agreement dated as of December 21, 2006
between Oceaneering International, Inc. and John R. Huff. |
|
|
10.10 |
|
First Amendment to Trust Agreement dated as of May 12, 2006
between Oceaneering International, Inc. and Bank of America National
Association, as successor trustee. |
11
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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|
|
|
|
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OCEANEERING INTERNATIONAL, INC.
|
|
|
By: |
/s/
George R. Haubenreich, Jr. |
|
|
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George R. Haubenreich, Jr. |
|
|
|
Senior Vice President, General Counsel and
Secretary |
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Date:
December 19, 2008
12
EXHIBIT INDEX
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|
|
No. |
|
Description |
10.1
|
|
First Amendment to 2005 Incentive Plan of Oceaneering International, Inc. |
|
|
|
10.2
|
|
First Amendment to 2002 Incentive Plan of Oceaneering International, Inc. |
|
|
|
10.3
|
|
Form of First Amendment to Oceaneering International, Inc. Amended and
Restated 2002 Restricted Stock Unit Award Incentive Agreement with
Executive Officers. |
|
|
|
10.4
|
|
First Amendment to Oceaneering International, Inc. Amended and Restated
2002 Restricted Stock Unit Award Incentive Agreement with John R. Huff. |
|
|
|
10.5
|
|
Oceaneering International, Inc. Supplemental Executive Retirement Plan,
as amended and restated effective January 1, 2009. |
|
|
|
10.6
|
|
Amended and Restated Oceaneering International, Inc. Supplemental
Executive Retirement Plan, as amended and restated effective January 1,
2000. |
|
|
|
10.7
|
|
Form of First Amendment to Change-of-Control Agreement with T. Jay
Collins, M. Kevin McEvoy, Marvin J. Migura and George R. Haubenreich,
Jr. |
|
|
|
10.8
|
|
First Amendment to Change-of-Control Agreement with John R. Huff. |
|
|
|
10.9
|
|
Modification to Service Agreement dated as of December 21, 2006 between
Oceaneering International, Inc. and John R. Huff. |
|
|
|
10.10
|
|
First Amendment to Trust Agreement dated as of May 12, 2006 between
Oceaneering International, Inc. and Bank of America National
Association, as successor trustee. |
13