Second Modification to Service Agreement between Oceaneering International, Inc. and John R. Huff
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Summary
Oceaneering International, Inc. and John R. Huff have agreed to extend Mr. Huff's employment through December 31, 2006, to ensure a smooth executive transition and allow time to address IRS guidance on deferred compensation. The agreement modifies previous terms to reflect the new employment end date and clarifies that the extension does not affect Mr. Huff's existing benefits. The changes are formalized by updating relevant dates in the original agreement and its annex.
EX-10.1 2 h39187exv10w1.htm SECOND MODIFICATION OF SERVICE AGREEMENT exv10w1
Exhibit 10.1
August 25, 2006
Mr. John R. Huff
Oceaneering International, Inc.
11911 FM 529
Houston, TX 77041
Mr. John R. Huff
Oceaneering International, Inc.
11911 FM 529
Houston, TX 77041
| Re: | Second Modification to Service Agreement (“Second Modification”) |
Dear Mr. Huff:
In order to (a) continue the transition of executive management and corporate leadership to ensure the greatest continuity for Oceaneering International, Inc. (the “Company”) and (b) permit additional time for you and the Company to consider (i) anticipated additional guidance from the Internal Revenue Service on Section 409A of the Internal Revenue Code which addresses “nonqualified deferred compensation” arrangements that do not meet specified requirements regarding both form and operation and (ii) timely modifications to provisions of the Service Agreement we entered into with you, dated August 15, 2001 and a Modification thereto, dated May 11, 2006 (collectively, the “Agreement”) that provide or may be considered to provide nonqualified deferred compensation that does not meet these specified requirements, the Company and you have agreed that you will continue your employment with the Company through December 31, 2006.
In connection with your extended employment period, the Company proposes to modify the Agreement to reflect our mutual understanding that (i) your employment with the Company and Phase A under the Agreement shall continue through December 31, 2006, and (ii) this extension of employment will not affect the benefits otherwise due you under the Agreement.
To effect these purposes, the following provisions of the Agreement and Annex I thereto shall be modified as set forth below.
1. Section 2(a) of the Agreement shall be modified by replacing the final two sentences thereof with the following:
“Effective May 12, 2006, you shall no longer serve as Chief Executive Officer, but shall continue as an employee of the Company during Agreement Phase A through December 31, 2006. On January 1, 2007, you shall no longer be an employee of the Company.”
2. The Agreement and Annex I thereto shall be modified such that all references to “August 25, 2006” shall be read as “December 31, 2006.”
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3. The Agreement and Annex I thereto shall be modified such that all references to “August 26, 2006” in the Agreement shall be read as “January 1, 2007,” except for the reference to “August 16, 2006” in Section 6(a) which shall continue to be read as originally written.
If you agree to the terms set forth in this Second Modification, please sign below and return one copy of this letter to the Company. As always, we appreciate your continued service and loyalty to the Company.
| Sincerely, | ||||||
| Oceaneering International, Inc. | ||||||
| BY: /s/ Harris J. Pappas | ||||||
| Harris J. Pappas, Chairman | ||||||
| Compensation Committee of the Board of Directors | ||||||
Agreed to this 25th day of August, 2006: | ||||||
/s/ John R. Huff | ||||||
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